UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended December 31, ~~2024~~ 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 000-56565

ONEMETA INC.

(Exact name of registrant as specified in its charter)

Nevada

000-56565

20-5150818

(State or other jurisdiction of

incorporation or organization)

(Commission

File No.)

(IRS Employer

Identification No.)

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

(Address of principal executive offices, including zip code)

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

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

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

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

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

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

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

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

Large Accelerated Filer ☐

Accelerated Filer ☐

Non-Accelerated Filer ☒

Smaller Reporting Company ☒

Emerging Growth Company ☒

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

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

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

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

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

The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant on June 30, ~~2024~~2025, based upon the closing price of the common stock as reported on the OTC Bulletin Board on such date, was approximately $~~9.3~~12 million. ~~As of March 6, 2025, the registrant had 37,790,943 shares of common stock outstanding.~~

~~Indicate the number~~ As of ~~shares~~April ~~outstanding~~15, of2026, ~~each of~~ the ~~Registrant’s~~registrant ~~classes~~had ~~of common stock~~38,890,943 asshares of ~~the~~common ~~latest~~stock ~~practicable date~~outstanding.

Title or class		Shares outstanding as of December 31, 2024
Common Stock, $0.001 par value		37,790,943
Series A Preferred, $0.001 par value		2,068
Series B-1 Preferred, $0.001 par value		8,619,420

TABLE OF CONTENTS

PART I
Item 1.	Business	34
Item 1A.	Risk Factors	810
Item 1B.	Unresolved Staff Comments	816
Item 2.	Properties	917
Item 3.	Legal Proceedings	917
Item 4.	Mine Safety Disclosures	917
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	1018
Item 6.	Reserved	1720
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	2023
Item 8.	Financial Statements and Supplementary Data	2124
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	2225
Item 9A.	Controls and Procedures	2225
Item 9B.	Other Information	2326
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	2427
Item 11.	Executive Compensation	2529
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	2730
Item 13.	Certain Relationships and Related Transactions and Director Independence	3134
Item 14.	Principal Accountant Fees and Services	3236
PART IV
Item 15.	Exhibits and Financial Statement Schedules	3337
Item 16.	Form 10-K Summary	3337
SIGNATURES		3438

PART I

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

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

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

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

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

DISCLOSURE REGARDING TRADEMARKS

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

~~Item~~Risk Factor ~~1. Business.~~Summary

~~The~~Our business ~~Company~~is ~~was~~subject ~~originally~~to ~~incorporated~~significant asrisks ~~Promotions on~~and ~~Wheels~~uncertainties ~~Holdings,~~that ~~Inc.,~~make aan ~~Nevada~~investment ~~corporation,~~in onus ~~July~~speculative 3,and ~~2006~~risky. OnBelow ~~December~~we ~~26,~~summarize ~~2008,~~what we ~~the~~believe ~~name~~are of the ~~Company~~principal ~~was~~risk ~~changed~~factors tobut ~~Blindspot Alert,~~these ~~Inc.~~risks Onare ~~September~~not ~~11, 2009,~~ the ~~Company’s~~only ~~name~~ones ~~was~~we ~~changed to WebSafety~~face, ~~Inc.~~and Onyou ~~March~~should ~~23,~~carefully ~~2021,~~review ~~the~~and ~~Company’s name~~consider ~~was changed to VeriDetx Corp. On June 8, 2021,~~ the ~~Company’s~~full ~~name~~discussion ~~was~~of ~~changed~~our torisk ~~WebSafety,~~factors ~~Inc.~~in ~~On August 1, 2022,~~ the ~~Company acquired~~section ~~Metalanguage~~titled ~~Corp (the~~ “~~Acquisition”).~~Risk ~~Metalanguage Corp. was solely owned by Saul Leal~~Factors”, ~~who~~together ~~has~~with ~~become~~ the ~~Company’s CEO.~~other ~~Metalanguage~~information ~~Corp.~~in ~~owned~~this Annual ~~certain~~Report ~~intellectual~~on ~~property~~Form ~~regarding~~10-K. ~~the~~If ~~use~~any of ~~artificial intelligence for~~ the ~~translation~~following ~~and~~risks ~~transcription of~~actually ~~foreign~~occurs ~~languages.~~(or ~~This~~if ~~intellectual~~any ~~property became the basis~~ of ~~the~~those ~~Company’s~~listed ~~Verbum~~elsewhere ~~and~~in ~~Verbum~~this ~~SDK~~Annual ~~products. The Company issued~~Report ~~shares~~on ofForm ~~Series B~~10-1K ~~Convertible~~occur), ~~Preferred~~our ~~Stock~~business, ~~and~~reputation, ~~common~~financial ~~stock~~condition, toresults ~~Mr.~~of ~~Leal~~operations, inrevenue, ~~exchange~~and ~~for~~future ~~all~~prospects ofcould ~~the~~be ~~stock of Metalanguage Corp (the~~seriously ~~“Acquisition”)~~harmed. ~~Upon~~Additional ~~completion~~risks ~~of the Acquisition, Mr. Leal became the CEO of the Company~~ and ~~became~~uncertainties athat ~~director~~we onare ~~the~~unaware ~~Company’s board~~ of ~~directors. On June 20~~, ~~2023,~~or ~~the~~that ~~Company’s~~we ~~name~~currently ~~was~~believe ~~changed~~are tonot ~~OneMeta Inc. On June 20~~material, ~~2023,~~may ~~the~~also ~~Company’s~~become ~~name~~important ~~was~~factors ~~changed~~that toadversely ~~OneMeta~~affect ~~Inc~~our business.

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

	●	The development of our technology, products, and services is highly competitive.
	●	We are an early-stage company and have incurred significant losses since our inception. We expect to incur losses for the foreseeable future and may never achieve or maintain profitability.
	●	Our audited financial statements for the year ended December 31, 2025 included a statement from our independent registered public accounting firm that there is a substantial doubt about our ability to continue as a going concern, and a continuation of negative financial trends could result in our inability to continue as a going concern.
	●	We have a limited operating history from which you can evaluate our performance, and accordingly, our prospects must be considered in light of the risks that any new company encounters.

Risks Related to Our Business

	●	We are dependent on our management team, and the loss of any key member of this team may prevent us from implementing our business plan in a timely manner, or at all.
	●	We face risks from artificial intelligence.
	●	We may not be able to successfully implement our growth strategy for our brand on a timely basis or at all.

Risks Related to our Common Stock

	●	Failure to maintain effective internal control over our financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act has caused and may cause in the future our financial reports to be inaccurate.
	●	Our current stockholders’ ownership may be diluted if additional capital stock is issued to raise capital, to finance acquisitions or in connection with strategic transactions.
	●	Our bylaws contain an exclusive forum provision, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or agents.

Item 1.

Business.

Business Summary

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

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

The Company has observed increasing demand from enterprise customers for on-premise and private cloud deployments, driven by heightened requirements for data privacy, intellectual property protection, and cost predictability associated with artificial intelligence solutions. From inception, the Company’s architecture has been designed as a multi-tenant platform with the capability to provide isolated, private datasets for each client and sub-client, enabling secure and controlled deployments across industries with sensitive data requirements. This architectural approach has contributed to early customer traction, particularly in regulated and enterprise environments. In response to evolving market demand, the Company is expanding its focus on on-premise and private cloud solutions, aligning with broader industry trends toward sovereign AI and localized data processing. Additionally, NVIDIA has recognized the Company’s approach and technology, including references to OneMeta in NVIDIA’s public materials related to AI media and localization ecosystems.

Our Products

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

●

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

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

VerbumOnSite^TM– Real Time Translation Powered by AI

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

VerbumOnsite™ has been adopted for pilot programs at major international conferences, supporting live audience captions and mobile access in over 140 languages.

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

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

Verbumcall™ has been deployed with early adopters in the bpo industry , proving its ability to lower costs and improve call handling time compared to human interpreters.

VerbumTM for Microstoft Teams – AI Translation for Multilingual Meetings

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

●

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

Competition

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

We believe that the increasing shift toward on-premise and private cloud AI deployments introduces additional competitive dynamics, as enterprises prioritize solutions that offer data control, security, and predictable cost structures. Many competitors rely on centralized, cloud-based architectures or third-party APIs, which may limit their ability to address enterprise requirements for data residency and intellectual property protection. By contrast, the Company’s multi-tenant architecture, designed to support isolated client environments and flexible deployment models, including on-premise and private cloud configurations, positions the Company to address these evolving enterprise needs. While larger technology providers and emerging AI companies continue to invest in similar capabilities, the Company believes its early focus on secure, enterprise-grade deployments and proprietary datasets provides a competitive advantage in high-sensitivity and regulated use cases.

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

	●	ease of adoption, use, and deployment;

	●	product functionality;

	●	platform capabilities;

	●	breadth and depth of platform integrations;

	●	scalability, availability and reliability;

	●	security and privacy;

	●	ability to support intercompany collaboration;

	●	brand awareness and reputation;

	●	customer support; and

	●	total cost of ownership.

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

Intellectual Property

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

Patents

Case No.

Title of Invention:

Country:

Status:

Application No.

Filing Date:

Patent No:

Date Issued:

Publication Number:

Published Date:

1META.055PR

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

Closed

63/374220

8/31/2022

1META.055PR2

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

Closed

63/429505

12/1/2022

1META.055PR3

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

Closed

63/498261

4/25/2023

1META.055PR4

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

Closed

63/499696

5/2/2023

WEBS.001A

METHOD OF INHIBITING FUNCTIONS OF A MOBILE COMMUNICATIONS DEVICE

Issued

12/506045

7/20/2009

8380176

2/19/2013

2010/0035588 A1

2/11/2010

WEBS.001C1

METHOD OF INHIBITING FUNCTIONS OF A MOBILE COMMUNICATIONS DEVICE

Issued

13/757141

2/1/2013

8744417

6/3/2014

2013/0210413 A1

8/15/2013

WEBS.001C2

SAFETY OF A MOBILE COMMUNICATIONS DEVICE

Issued

14/291407

5/30/2014

9661469

5/23/2017

2015/0111555 A1

4/23/2015

WEBS.001C3

SAFETY OF A MOBILE COMMUNICATIONS DEVICE

Issued

15/601592

5/22/2017

9986385

5/29/2018

2018/0077531 A1

3/15/2018

WEBS.004A

DEVICES AND METHODS FOR IMPROVING WEB SAFETY AND DETERRENCE OF CYBERBULLYING

Issued

14/576065

12/18/2014

9485206

11/1/2016

2015/0180746 A1

6/25/2015

WEBS.004DA

DISPLAY SCREEN OR PORTION THEREOF WITH GRAPHICAL USER INTERFACE

Issued

29/504071

10/1/2014

D792421

7/18/2017

WEBS.004MX

DEVICES AND METHODS FOR IMPROVING WEB SAFETY AND DETERRENCE OF CYBERBULLYING

Issued

MX/a/2016/008094

6/17/2016

362735

2/6/2019

WEBS.004PH

DEVICES AND METHODS FOR IMPROVING WEB SAFETY AND DETERRENCE OF CYBERBULLYING

Issued

1-2016-501195

6/17/2016

1-2016-501195

5/30/2018

6/25/2015

Trademarks

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

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

Human Resources

As of December 31, ~~2024~~2025, the Company had 241 ~~employees and independent contractors~~employee. The number of employees will increase through time and natural sales growth.

Corporate Information

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

Effective October 31, 2025, Rowland W. Day II resigned from his positions as President, Chief Financial Officer, Secretary, Chief Legal Officer, and as a member of the Board of Directors of the Company. On October 31, 2025, the Company entered into (i) a Confidential General Release and Settlement Agreement with Rowland W. Day II, the Company’s former President, Chief Financial Officer, Secretary, Chief Legal Officer, and a member of the Board of Directors (the “Settlement Agreement”), and (ii) a related Stock Repurchase Agreement with the Rowland W. Day II and Jaimie D. Day Family Trust under declaration dated April 13, 1990 (the “Stock Repurchase Agreement” and together with the Settlement Agreement, the “Agreements”). The Agreements were approved by the Company’s Board of Directors on November 3, 2025. In connection with his resignation, the Company agreed to enter into a Stock Repurchase Agreement providing for repurchase by the Company from the Trust of 4,309,710 shares of the Company’s Series B-1 Preferred Stock and 307,647 shares of common stock, at per-share prices ranging from $0.605-$0.66 for the preferred shares and $0.055-$0.06 for the common shares, depending on the repurchase date. The purchase was to occur on or around March 27, 2026 (the “Expiration Date”). On March 26, 2026, the Company entered into an amendment to the Stock Repurchase Agreement pursuant to which the Expiration Date was extended to April 10, 2026. As part of the extension of the settlement date, the Company is to pay an additional $100,000 to Rowland as an extension fee. As of April 10, 2026, the Company purchased 4,166,667 shares of the Company’s Series B-1 Preferred Stock held by Rowland at a price of $0.66 per Series B-1 Preferred share for a total cash consideration of $2,750,000.

Available Information

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

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

Item 1A.

Risk Factors.

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

An investment in our securities involves a high degree of risk. You should consider carefully all of the material risks described below, together with the other information contained in this Form 10-K. If any of the following events occur, our business, financial condition, results of operations and cash flows may be materially adversely affected.

Risks Related to Our Operating History, Capital Structure, Financial Position and Capital Needs

The development of our technology, products, and services is highly competitive.

We will face intense competition with respect to any products that we may seek to develop or commercialize in the future. Our competitors include major companies worldwide. Many of our competitors have significantly greater financial, technical and human resources than we have and superior expertise in research and development and marketing approved products/services and thus may be better equipped than we are to develop and commercialize products/services. These competitors also compete with us in recruiting and retaining qualified personnel and acquiring technologies. Smaller or early-stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large and established companies. Accordingly, our competitors may commercialize products more rapidly or effectively than we are able to, which would adversely affect our competitive position, the likelihood that our products/services will achieve initial market acceptance and our ability to generate meaningful additional revenues from our products.

We are an early-stage company and have incurred significant losses since our inception. We expect to incur losses for the foreseeable future and may never achieve or maintain profitability.

We are an early-stage company. We only recently acquired our principal language interpretation and translation business in June of 2022. We face all the risks faced by newer companies, including significant competition from existing and emerging competitors, many of which are established and have better access to capital. In addition, as a new business, we may encounter unforeseen expenses, difficulties, complications, delays, and other known and unknown factors. We will need to transition from an early-stage company to a company capable of supporting larger scale commercial activities. If we are not successful in such a transition, our business, results, and financial condition will be harmed.

We have not been profitable to date, and we expect operating losses for the near future. For the years ended December 31, 2025 and 2024, we had net revenue of $1,505,866 and $31,304, respectively, and incurred net losses of $3,839,617 and $5,607,358, respectively. While we have recently entered into certain contracts for the distribution and sale of our language translation solutions, there can be no assurance that these contracts will yield the expected results, generate any revenue or that we will not continue to incur net losses in the future. We may not succeed in expanding our customer base and service offerings and even if we do, may never generate revenue that is significant enough to achieve profitability. Even if we do achieve profitability, we may not be able to sustain or increase profitability on a quarterly or annual basis. Furthermore, we may not be able to control overhead expenses even where our operations successfully expand. Our failure to become and remain profitable would depress our value and could impair our ability to raise capital, expand our business, diversify our product offerings, or even continue our operations.

Our audited financial statements for the year ended December 31, 2025 includes a statement from our independent registered public accounting firm that there is substantial doubt about our ability to continue as a going concern, and a continuation of negative financial trends could result in our inability to continue as a going concern.

There is substantial doubt about our ability to continue as a going concern over the next twelve months and our independent registered public accounting firm has included a “going concern” explanatory paragraph in their report in our financial statements as of and for the year ended December 31, 2025.

We have a limited operating history from which you can evaluate our performance, and accordingly, our prospects must be considered in light of the risks that any new company encounters.

We acquired our language and interpretation business in June of 2022. Accordingly, we have no significant history upon which an evaluation of our prospects and future performance can be made. Our proposed operations are subject to all of the business risks associated with a new enterprise. The likelihood of our creation of a viable business must be considered in light of the problems, expenses, difficulties, complications, and delays frequently encountered in connection with the inception of a business, operation in a competitive industry, and the continued development of our technology and the results of our clinical data. We anticipate that our operating expenses will increase for the near future. There can be no assurances that we will ever operate profitably. You should consider our business, operations and prospects in light of the risks, expenses and challenges faced as an early-stage company.

New product development involves a lengthy, expensive and complex process.

There can be no assurance that we will be capable of developing and commercializing new products. New product development involves a lengthy, expensive and complex process. In addition, before we can commercialize any new product candidates, we will need to:

●	conduct substantial research and development;
●	test product viability; and
●	expend significant funds.

This process involves a high degree of risk and takes several years. Our product development efforts may fail for many reasons, including failure of the product at the research or development stage. In addition, as we develop product candidates, we will have to make significant investments in product development, marketing and sales resources.

We may be unable to manage our future growth effectively, which could make it difficult to execute our business strategy.

Our growth has placed, and may continue to place, significant demands on our organizational, administrative, and operational infrastructure, including operations, quality control, technical support and customer service, sales force management and general and financial administration. As we continue to grow, we will need to make significant investments in multiple divisions of our company, including in sales, marketing, product development, information technology, equipment, facilities, and human resources. We will also need to improve our operational, financial and management controls as well as our reporting systems and procedures.

If we are unable to manage our growth effectively, we may be unable to execute our business plan, which could have a material adverse effect on our business and our results of operations. Managing our planned growth effectively will require us to:

●	maintain a low cost of customer acquisition relative to customer lifetime value; and
●	successfully hire, train, and motivate additional employees, including additional personnel for our technology, sales and marketing efforts.

The expansion of our products and services and customer base may result in increases in our overhead and selling expenses. Any increase in expenditures in anticipation of future sales that do not materialize would adversely affect our profitability. In addition, if we are unable to effectively manage the growth of our business, the quality of our products may suffer and we may be unable to address competitive challenges, which would adversely affect our overall business, operations, and financial condition.

Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud.

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

Risks Related to Our Business

We are dependent on our management team, and the loss of any key member of this team, or our failure to recruit and retain new personnel, may prevent us from implementing our business plan in a timely manner, or at all.

Our success depends largely upon the continued services of our executive officers and other key personnel, particularly our Chief Executive Officer, Saul Leal. Our executive officers or key personnel could terminate their employment with us at any time without penalty. In addition, we do not maintain key person life insurance policies on any of our employees. The loss of one or more of these executive officers or key personnel could seriously harm our business and may prevent us from implementing our business plan in a timely manner, or at all.

Additionally, our expansion plans are contingent on our ability to successfully recruit and retain new personnel to meet the needs of our expanded operations. Any failure to recruit new personnel could have a material adverse effect on our business, financial condition, results of operations and prospects.

We may be unable to adequately protect our brand and our other intellectual property rights.

We regard our patents, brand, customer lists, trademarks, domain names, trade secrets and similar intellectual property as critical to our success. We may rely on U.S. and international trademark, copyright and patent law, trade secret protection, agreements and other methods with our employees and others to protect our proprietary rights. We might not be able to obtain protection in the United States or other countries for all our intellectual property. The protection of our intellectual property rights may require the expenditure of significant financial, managerial and operational resources. Moreover, the steps we take to protect our intellectual property may not adequately protect our rights or prevent third parties from infringing or misappropriating our proprietary rights, and we may be unable to broadly enforce all our intellectual property rights. Any of our present or future patents, trademarks or other intellectual property rights may be challenged by others or invalidated through administrative process or litigation. Any of our presently pending or future patent and trademark applications may never be granted. To date, we have applied for patent protection with respect to our business and products (e.g., products, systems, and processes for automated translation and transcription). Even if we are granted one or more patents, there is no guarantee that others will not independently develop or otherwise acquire equivalent or superior technology or intellectual property rights. Even if they do, there is no guarantee that enforcement of our intellectual property will succeed in the courts, or that our intellectual property will be held valid if challenged during that process. Furthermore, our confidentiality agreements and other measures may not effectively prevent disclosure of our proprietary information, technologies and processes and may not provide an adequate remedy in the event of unauthorized disclosure of such information.

We might be required to spend significant resources to apply for, obtain, monitor and protect, and enforce our intellectual property rights. For example, we may initiate claims or litigation against others for infringement, misappropriation or violation of our intellectual property rights or other proprietary rights or to establish the validity of such rights. However, we may be unable to discover or determine or prove the extent of any infringement, misappropriation or other violation of our intellectual property rights and other proprietary rights. Despite our efforts, we may be unable to prevent third parties from infringing upon, misappropriating or otherwise violating our intellectual property rights and other proprietary rights. Any litigation, whether or not it is resolved in our favor, could result in significant expense to us and divert the efforts of our technical and management personnel, which may materially and adversely affect our business, financial condition, and results of operations.

In addition, our licensed technology platform may use open-source software. While we believe that our core AI translation and transcription datasets are proprietary and open-source models currently provide only supplementary functionality and verification, the use of such open-source software may subject us to certain conditions, including the obligation to offer, distribute, or disclose our licensed technology platform for no or reduced cost, make the proprietary source code subject to open-source software licenses available to the public, license our software and systems that use open-source software for the purpose of making derivative works, or allow reverse assembly, disassembly, or reverse engineering. We may periodically monitor our use of open-source software to avoid subjecting our technology platform to conditions we do not intend. However, if our licensed technology platform becomes subject to such unintended conditions, it could have a material adverse effect on our business, financial condition, and results of operations.

From time to time, third parties may claim that one or more of our products or services infringe their intellectual property rights.

We may in the future be subject to intellectual property rights claims, which are costly to defend, could require us to pay damages and could limit our ability to use certain technologies in the future. Companies in the technology industries own large numbers of patents, copyrights, trademarks and trade secrets and frequently enter into litigation based on allegations of infringement or other violations of intellectual property rights. As we face increasing competition, the possibility of intellectual property rights claims against us grows. Our technologies may not be able to withstand any third-party claims or rights against their use.

Any dispute or litigation regarding patents or other intellectual property could be costly and time consuming due to the uncertainty of intellectual property litigation and could divert our management and key personnel from our business operations. A claim of intellectual property infringement could force us to enter into a costly or restrictive license agreement, which might not be available under acceptable terms or at all, could require us to redesign our products, which would be costly and time-consuming, and/or could subject us to an injunction against development and sale of certain of our products or services. We may have to pay substantial damages, including damages for past infringement if it is ultimately determined that our products infringe on a third party’s proprietary rights. Even if these claims are without merit, defending a lawsuit takes significant time, may be expensive and may divert management’s attention from other business concerns. Any public announcements related to litigation or interference proceedings initiated or threatened against us could cause our business to be harmed. Our intellectual property portfolio may not be sufficiently relevant or effective in asserting a counterclaim, or negotiating a license, in response to a claim of intellectual property infringement. In certain of our businesses we may rely on third party intellectual property licenses and we cannot ensure that these licenses will be available to us in the future on favorable terms or at all.

We may not be able to enforce our intellectual property rights throughout the world.

The laws of some foreign countries do not protect intellectual property rights to the same extent as the laws of the United States. Many companies have encountered significant problems in obtaining, protecting and defending intellectual property rights in certain foreign jurisdictions. This could make it difficult for us to stop the infringement or the misappropriation of our intellectual property rights. The loss of our patents, trademarks (e.g., the OneMeta brand or logo or other registered or common law trade names) or other intellectual property rights or a diminution in the perceived quality of products or services associated with the Company would harm our business. Our efforts to obtain or protect our intellectual property rights in such countries may be inadequate. In addition, changes in the law and legal decisions by courts in the United States and foreign countries may affect our ability to obtain adequate protection for our technology and the enforcement of intellectual property.

We face risks from artificial intelligence.

Our products and services use artificial intelligence-powered translation technology. The use of artificial intelligence in our business presents risks and challenges, including that artificial intelligence algorithms may be flawed, datasets may be insufficient, erroneous, stale, or contain biased information, or translations made by artificial intelligence systems may be discriminatory, offensive, illegal, or otherwise harmful. Artificial intelligence can be based on machine learning that uses inputs that give rise to claims of copyright infringement. These risks, deficiencies and other failures of artificial intelligence systems could subject us to competitive harm, regulatory action, legal liability, and brand or reputational harm. In addition, there is no guarantee that our artificial intelligence powered translation products will be competitive or provide sufficiently fast and accurate translation services, so we could lose market share or be subject to harmful market feedback and reputational risk.

Third parties may assert that our employees or consultants have wrongfully used or disclosed confidential information or misappropriated trade secrets.

Although we try to ensure that our employees and consultants do not use the proprietary information or know-how of others in their work for us, we may be subject to claims that we or our employees, consultants or independent contractors have inadvertently or otherwise used or disclosed intellectual property, including trade secrets or other proprietary information, of a former employer or other third parties. Litigation may be necessary to defend these claims. If we fail in defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights or personnel. Even if we are successful in defending against such claims, litigation could result in substantial costs to us, including reputational harm, and be a distraction to management and other employees.

We may be subject to significant liability that is not covered by insurance.

Although we believe that the extent of our insurance coverage is consistent with industry practice, any claim under our insurance policies may be subject to certain exceptions, may not be honored fully, in a timely manner, or at all, and we may not have purchased sufficient insurance to cover all losses incurred. If we were to incur substantial liabilities or if our business operations were interrupted for a substantial period, we could incur costs and suffer losses. Inventory, equipment, and business interruption losses may not be covered by our insurance policies. Additionally, insurance coverage may not be available to us at commercially acceptable premiums in the future, or at all.

If the reputation of our brand erodes significantly, it could have a material impact on our results of operations.

Our financial success is directly dependent on the consumer perception of our brand. The success of our brand may suffer if our marketing plans or product initiatives do not have the desired impact on our brand’s image or its ability to attract consumers. Further, our results could be negatively affected if our brand suffers substantial damage to its reputation due to real or perceived quality issues or other actions by the Company or any of its executives. Our brand could also suffer if we fail to obtain the brand protection (e.g., trademarks) that we seek now or in the future. For example, if a competing company succeeds in opposing or canceling our trademarks, this could cause us to re-brand, which could cause significant costs and harm to the Company.

We may not be able to successfully implement our growth strategy for our brand on a timely basis or at all.

We believe that our future success depends, in part, on our ability to implement our growth strategy of leveraging our existing brand and products to drive increased sales. Our ability to implement this strategy depends, among other things, on our ability to:

	●	successfully register trademarks and obtain similar intellectual property protection for our brand;
	●	successfully compete in the product categories in which we choose to operate;
	●	introduce new and appealing products and successfully innovate on our existing products;
	●	develop and maintain consumer interest in our brand; and
	●	increase our brand recognition and loyalty.

We may not be able to implement this growth strategy successfully. Our planned marketing expenditures may not result in increased total sales or generate sufficient levels of consumer interest or brand awareness, and our high rates of sales and income growth may not be sustainable over time. Our sales and results of operations will be negatively affected if we fail to implement our growth strategy or if we invest resources in a growth strategy that ultimately proves unsuccessful.

Technology failures or security breaches could disrupt our operations and negatively impact our business.

In the normal course of business, we rely on information technology systems to process, transmit, and store electronic information as well as in the delivery of our services to customers Furthermore, a significant portion of the communications between, and storage of personal data of, our personnel and customers depend on information technology.

Our information technology systems may be vulnerable to a variety of interruptions, as a result of updating our enterprise platform or due to events beyond our control, including, but not limited to, natural disasters, terrorist attacks, telecommunications failures, computer viruses, hackers, and other security issues. These events could compromise our confidential information, impede, or interrupt our business operations, and may result in other negative consequences, including remediation costs, loss of revenue, litigation and reputational damage. Furthermore, if a breach or other breakdown results in disclosure of confidential or personal information, we may suffer reputational, competitive and/or business harm.

While we have implemented administrative and technical controls and taken other preventive actions to reduce the risk of cyber incidents and protect our information technology, they may be insufficient to prevent physical and electronic break-ins, cyber-attacks, or other security breaches to our computer systems, which could have a material adverse effect on our business, financial condition or results of operations.

RISKS RELATED TO OUR COMMON STOCK

Failure to maintain effective internal control over our financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act has caused and may cause in the future our financial reports to be inaccurate.

We are required pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, or Section 404, to maintain internal control over financial reporting and to assess and report on the effectiveness of those controls. This assessment includes disclosure of any material weaknesses identified by our management in our internal control over financial reporting. Our management concluded that our internal controls over financial reporting were, and continue to be, ineffective as of December 31, 2025, identified a material weakness in our internal controls due to the lack of sufficient personnel to allow for segregation of duties (resulting from the limited number of personnel available) and the lack of formal documentation of our control environment. While management is working to remediate the material weaknesses, there is no assurance that such changes, when economically feasible and sustainable, will remediate the identified material weaknesses or that the controls will prevent or detect future material weaknesses. If we are not able to maintain effective internal control over financial reporting, our financial statements, including related disclosures, may be inaccurate, which could have a material adverse effect on our business.

Failure to continue improving our accounting systems and controls could impair our ability to comply with the financial reporting and internal controls requirements for publicly traded companies.

As a public company, we operate in an increasingly demanding regulatory environment, which requires us to comply with the Sarbanes-Oxley Act of 2002, and the related rules and regulations of the SEC. Company responsibilities required by the Sarbanes-Oxley Act include establishing corporate oversight and adequate internal control over financial reporting and disclosure controls and procedures. Effective internal controls are necessary for us to produce reliable financial reports and are important to help prevent financial fraud.

Management performed an annual assessment as of December 31, 2025 of the effectiveness of our internal control over financial reporting for its annual report. Our management concluded that our internal control over financial reporting was, and continues to be, ineffective as of December 31, 2025, due to material weaknesses in our internal controls due to the lack of segregation of duties (resulting from the limited number of personnel available) and the lack of formal documentation of our control environment. For as long as we remain an “emerging growth company” as defined in the JOBS Act, we have and intend to consider to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act. We may continue to take advantage of these reporting exemptions until we are no longer an “emerging growth company.” To mitigate the lack of segregation of duties material weaknesses, we engaged an outside firm to assist management with such accounting and will continue to use outside firms as a resource to deal with other non-recurring or unusual transactions. However, notwithstanding our mitigation efforts, there is no assurance we will not encounter accounting errors in the future. If we cannot provide reliable financial reports or prevent fraud, our business and results of operations could be harmed, and investors could lose confidence in our reported financial information.

Our current stockholders’ ownership may be diluted if additional capital stock is issued to raise capital, to finance acquisitions or in connection with strategic transactions.

We intend to seek to raise additional funds, finance acquisitions or develop strategic relationships by issuing equity or convertible debt securities, which would reduce the percentage ownership of our existing stockholders. Our board of directors has the authority, without action or vote of the stockholders, to issue all or any part of our authorized but unissued shares of common or preferred stock. Our articles of incorporation authorize us to issue up to 500,000,000 shares of common stock and 50,000,000 shares of preferred stock. Future issuances of common or preferred stock would reduce your influence over matters on which stockholders vote and would be dilutive to earnings per share. In addition, any newly issued preferred stock could have rights, preferences, and privileges senior to those of the common stock. Those rights, preferences, and privileges could include, among other things, the establishment of dividends that must be paid prior to declaring or paying dividends or other distributions to holders of our common stock or providing for preferential liquidation rights. These rights, preferences and privileges could negatively affect the rights of holders of our common stock, and the right to convert such preferred stock into shares of our common stock at a rate or price that would have a dilutive effect on the outstanding shares of our common stock.

Our bylaws contain an exclusive forum provision, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or agents.

Our Bylaws provide that, unless we consent in writing to the selection of an alternative forum, the state and federal courts in the State of Nevada shall be the exclusive forum for any litigation relating to our internal affairs, including, without limitation: (a) any derivative action brought on behalf of us, (b) any action asserting a claim for breach of fiduciary duty to us or our stockholders by any current or former officer, director, employee, or agent of us, or (c) any action against us or any current or former officer, director, employee, or agent of us arising pursuant to any provision of the Nevada Revised Statutes, the Articles of Incorporation, or the Bylaws.

For the avoidance of doubt, the exclusive forum provision described above does not apply to any claims arising under the Securities Act or Exchange Act. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder, and Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.

The choice of forum provision in our bylaws may limit our stockholders’ ability to bring a claim in a judicial forum that they find favorable for disputes with us or our directors, officers, employees or agents, which may discourage such lawsuits against us and our directors, officers, employees and agents even though an action, if successful, might benefit our stockholders. The applicable courts may also reach different judgments or results than would other courts, including courts where a stockholder considering an action may be located or would otherwise choose to bring the action, and such judgments or results may be more favorable to us than to our stockholders. With respect to the provision making the state and federal courts in the State of Nevada the sole and exclusive forum for certain types of actions, stockholders who do bring a claim in the state and federal courts in the State of Nevada could face additional litigation costs in pursuing any such claim, particularly if they do not reside in or near Nevada. Finally, if a court were to find this provision of our bylaws inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could have a material adverse effect on us.

We are an “emerging growth company” and our compliance with the reduced reporting and disclosure requirements applicable to “emerging growth companies” may make our common stock less attractive to investors.

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act, or JOBS Act, and we have elected to take advantage of certain exemptions and relief from various reporting requirements that are applicable to other public companies that are not “emerging growth companies.” These provisions include, but are not limited to: being permitted to have only two years of audited financial statements and only two years of related management’s discussion and analysis of financial condition and plan of operation disclosures; being exempt from compliance with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act; being subject to reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements; and not being required to hold nonbinding advisory votes on executive compensation or on any golden parachute payments not previously approved.

In addition, while we are an “emerging growth company,” we will not be required to comply with any new financial accounting standard until such standard is generally applicable to private companies. As a result, our financial statements may not be comparable to companies that are not “emerging growth companies” or elect not to avail themselves of this provision.

We may remain an “emerging growth company” until the fiscal year-end following the fifth anniversary of the completion of our initial public offering, though we may cease to be an “emerging growth company” earlier under certain circumstances, including if (i) we have more than $1.235 billion in annual revenue in any fiscal year, (ii) we become a “large accelerated filer,” with at least $700 million of equity securities held by non-affiliates as of the end of the second quarter of that fiscal year, or (iii) we issue more than $1.0 billion of non-convertible debt over a three-year period.

The exact implications of the JOBS Act are still subject to interpretations and guidance by the SEC and other regulatory agencies, and we cannot assure you that we will be able to take advantage of all of the benefits of the JOBS Act. In addition, investors may find our common stock less attractive to the extent we rely on the exemptions and relief granted by the JOBS Act. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may decline or become more volatile.

Item 1B.

Unresolved Staff Comments.

None.

816

Item 1C.

Cybersecurity.

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

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

Governance

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

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

Item 2.

Properties.

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

Item 3.

Legal Proceedings.

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

Item 4.

Mine Safety Disclosures.

The disclosure required by this item is not applicable.

917

PART II

Item 5.

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

Our common stock trades on the OTC Bulletin Board under the symbol ONEI. As of December 31, ~~2024~~2025, there were ~~247~~258 shareholders of our common stock and the total shares outstanding of 3738,~~790~~890,943. The transfer agent for our common stock is Pacific Stock Transfer 6725 Via Austin Parkway Suite 300, Las Vegas, Nevada 98119.

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

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

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

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

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

Dividend Policy

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

1018

Sales of Unregistered Securities

Date of Transaction

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

Number of Shares Issued (or cancelled)

~~Class of Securities~~

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

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

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

~~Individual/~~Were ~~Entity~~the ~~Shares~~shares ~~were~~ issued toat ~~(entities~~a ~~must~~discount ~~have~~to ~~individual~~market ~~with~~price ~~voting~~at /the ~~investment~~time ~~control~~of ~~disclosed~~issuance? (Yes/No).

~~Reason~~Individual/ ~~for~~Entity ~~share~~Shares ~~issuance~~were ~~(e.g.~~issued ~~for~~to ~~cash~~(entities ormust ~~debt~~have ~~conversion)~~individual ~~-OR-~~with ~~Nature~~voting of/ ~~Services~~investment ~~Provided~~control disclosed).

~~Restricted~~Reason for share issuance (e.g. for cash or ~~Unrestricted~~debt asconversion) -OR- Nature of ~~this~~Services ~~filing.~~Provided

~~Exemption~~Restricted or ~~Registration~~Unrestricted ~~Type~~as of this filing.

Exemption or Registration Type.

1-9-2020

New Issue

725,764

Common

.50

Istvan Elek

Cash

Restricted

Exempt

4/1/2025

New Issue

1,000,000

Common

.50

Invictus General Partners

Cash

Restricted

Exempt

1-15-2020

New Issue

50,000

Common

.001

David Wigginton

Services

Restricted

Exempt

4/17/2025

New Issue

100,000

Common

.23

Dayanna Rojas

Services

Restricted

Exempt

2-19-2020

New Issue

300,000

Common

.001

Torrey Hills Capital-Cliff Mastricola

Services

Restricted

Exempt

2/4/2025

New Issue

$100,000 Convertible Note

Amorim Joint Trust

Cash

Restricted

Exempt

2-24-2020

New Issue

150,000

Common

.001

Georgette Wansor

Services

Restricted

Exempt

2/6/2025

New Issue

$50,000 Convertible Note

Roy Chestnutt

Cash

Restricted

Exempt

2-24-2020

New Issue

10,000

Common

.50

Khalid Hayat

Cash

Restricted

Exempt

2/20/2025

New Issue

$50,000 Convertible Note

Glenn Harper

Cash

Restricted

Exempt

3-17-2020

New Issue

15,000

Common

.50

Haig Kelegian

Cash

Restricted

Exempt

2/24/2025

New Issue

$25,000 Convertible Note

Eduardo Souza Amorim

Cash

Restricted

Exempt

5-7-2020

New Issue

276,000

Common

.50

Istvan Elek

Cash

Restricted

Exempt

2/25/2025

New Issue

$100,000 Convertible Note

Ignatius Living Trust

Cash

Restricted

Exempt

5-13-2020

New Issue

15,000

Common

.50

Istvan Elek

Cash

Restricted

Exempt

2/26/2025

New Issue

$250,000 Convertible Note

Felipe Amorim

Cash

Restricted

Exempt

1-15-21

New Issue

250,000

Common

.20

Jodi Bardash

Cash

Restricted

Exempt

3/20/2025

New Issue

$50,000 Convertible Note

Roy Chestnutt

Cash

Restricted

Exempt

1-25-21

New Issue

250,000

Common

Andrew Hansen

Cash

Restricted

Exempt

3/21/2025

New Issue

$40,000 Convertible Note

Ivan Satori Filho

Cash

Restricted

Exempt

1-26-21

New Issue

100,000

Common

.001

Georgette Wansor

Services

Restricted

Exempt

7/28/2025

New Issue

$100,000 Convertible Note

Atlantic Staffing, LLC

Cash

Restricted

Exempt

1-27-21

New Issue

50,000

Common

.20

Moises Eskenazi

Cash

Restricted

Exempt

10/31/2025

New Issue

$1,000,000 Convertible Note

Jarman Family Holdings LLC

Cash

Restricted

Exempt

2-1-21

New Issue

89,140

Common

.20

Daniel Feeney

Cash

Restricted

Exempt

10/31/2025

New Issue

$1,000,000 Convertible Note

Jeffrey M. Canter

Cash

Restricted

Exempt

2-1-21

New Issue

149,740

Common

.20

Conrad F. Hohener III

Cash

Restricted

Exempt

2-1-21

New Issue

149,360

Common

.20

Keith Stribling Separate Property Trust

Cash

Restricted

Exempt

2-1-21

New Issue

149,360

Common

.20

Newton Family Trust David Newton

Cash

Restricted

Exempt

2-1-21

New Issue

148,865

Common

.20

Philip and Allison Nelson Family Trust

Cash

Restricted

Exempt

2-1-21

New Issue

149,660

Common

.20

Edward A. Gage Jr. Revocable Trust

Cash

Restricted

Exempt

2-1-21

New Issue

149,495

Common

.20

Meyer Living Trust Todd Meyer

Cash

Restricted

Exempt

2-23-21

New Issue

66,667

Common

.75

Robert Hartman

Cash

Restricted

Exempt

2-23-21

New Issue

40,000

Common

.75

Anthony Campisi

Cash

Restricted

Exempt

1119

2-24-21

New Issue

80,000

Common

.20

Valerie Vichikov

Cash

Restricted

Exempt

2-24-21

New Issue

50,000

Common

.20

Melinda L. Day

Cash

Restricted

Exempt

2-24-21

New Issue

50,000

Common

.20

Hamilton F. Day

Cash

Restricted

Exempt

2-24-21

New Issue

250,000

Common

.20

Rowland W. Day and Milly Day

Cash

Restricted

Exempt

2-24-21

New Issue

50,000

Common

.20

David and Susanne Wigginton

Cash

Restricted

Exempt

2-24-21

New Issue

50,000

Common

.20

Rowland W. Day III

Cash

Restricted

Exempt

2-24-21

New Issue

50,000

Common

.20

Diana Zivich

Cash

Restricted

Exempt

2-24-21

New Issue

50,000

Common

.20

Ann M. Day

Cash

Restricted

Exempt

2-28-21

New Issue

66,670

Common

.75

David Hartman

Cash

Restricted

Exempt

3-1-21

New Issue

305,145

Common

.20

JHK Holdings LLC J. Kirk Harns

Cash

Restricted

Exempt

3-15-21

New Issue

370,000

Common

.001

Saul Leal

Cash

Restricted

Exempt

3-23-21

New Issue

500,000

Common

.20

Istvan Elek

Cash

Restricted

Exempt

3-29-21

New Issue

50,000

Common

.20

Charles McMurray

Cash

Restricted

Exempt

4-2-21

New Issue

1,475,000

Preferred

.001

Rowland W. Day II

Debt Conversion

Restricted

Exempt

4-6-21

New Issue

3,049,392

Common

.125

Istvan Elek

Cash

Restricted

Exempt

7-6-21

New Issue

1,566

Common

.001

Francis X. Pisano

Debt Conversion

Restricted

Exempt

7-6-21

New Issue

1,567

Common

.001

Ingrid Carrillo

Debt Conversion

Restricted

Exempt

7-6-21

New Issue

1,567

Common

.001

Kevin Hennings

Debt Conversion

Restricted

Exempt

7-6-21

New Issue

4,340

Common

.001

Corey Henke

Debt Conversion

Restricted

Exempt

7-6-21

New Issue

133,000

Common

.001

Bonneville Communications Jeff Barton

Debt Conversion

Restricted

Exempt

7-8-21

New Issue

2,000

Common

.001

Jeffrey Pizzino

Debt Conversion

Restricted

Exempt

7-13-21

New Issue

3,000

Common

.001

Sprout Marketing Bruce Law

Debt Conversion

Restricted

Exempt

8-5-21

New Issue

16,367

Common

.001

Gregory Howison

Debt Conversion

Restricted

Exempt

9-21-21

New Issue

152,627

Common

.001

Knobbe, Martens, Olson & Bear LLP Philip Nelson

Debt Conversion

Restricted

Exempt

1-22-22

New Issue

250,000

Common

.40

Kristy Rus

Cash

Restricted

Exempt

4-1-22

New Issue

1,347,431

Common

.001

Bob Carroll

Consulting Agreement

Restricted

Exempt

4-19-22

New Issue

62,500

Common

.40

Gary Mauro

Cash

Restricted

Exempt

4-22-22

New Issue

25,000

Common

.40

Daniel Wisan

Cash

Restricted

Exempt

5/18/22

New Issue

37,500

Common

.40

Sarah and Clinton Walker

Cash

Restricted

Exempt

6/15/22

New Issue

50,000

Common

.40

Robert Dean Schalow

Cash

Restricted

Exempt

6/20/22

New Issue

37,500

Common

.40

Daniel Wisan

Cash

Restricted

Exempt

7/19/22

New Issue

50,000

Common

.40

Brian J. Finley

Cash

Restricted

Exempt

7/19/22

New Issue

58,750

Common

.40

Roy E. Mullin

Cash

Restricted

Exempt

7/19/22

New Issue

66,250

Common

.40

Roy E. Mullin Roth IRA

Cash

Restricted

Exempt

7/20/22

New Issue

100,000

Common

.40

Richard Allen Sanders

Cash

Restricted

Exempt

8/15/22

New Issue

250,000

Common

.40

Istvan Elek

Cash

Restricted

Exempt

8/19/22

New Issue

15,385

Common

.65

Maria Julia Rojas

Cash

Restricted

Exempt

8/25/22

New Issue

15,385

Common

.65

Munsee Co. LLC Nick Munsee

Cash

Restricted

Exempt

9/9/22

New Issue

15,385

Common

.65

Dominic Pace

Cash

Restricted

Exempt

9/19/22

New Issue

15,395

Common

.65

Sean Blair

Cash

Restricted

Exempt

9/20/22

New Issue

20,000

Common

.40

Nicholas Lampson

Cash

Restricted

Exempt

10/10/22

New Issue

10,000

Common

.40

Lindsey Warren Davis

Cash

Restricted

Exempt

10/10/22

New Issue

10,000

Common

.40

Elisha Gardener Honeycutt

Cash

Restricted

Exempt

10/10/22

New Issue

90,000

Common

.40

Bryan Finley

Cash

Restricted

Exempt

10/10/22

New Issue

30,000

Common

.40

Garry Maruo

Cash

Restricted

Exempt

10/10/22

New Issue

10,000

Common

.40

Leroy Saleme

Cas

Restricted

Exempt

10/10/22

New Issue

40,000

Common

.40

Daniel Wisian

Cash

Restricted

Exempt

10/10/22

New Issue

10,000

Common

.40

George Henry Somerville

Cash

Restricted

Exempt

10/10/22

New Issue

10,000

Common

.40

Bradley L Morrison

Cash

Restricted

Exempt

10/10/22

New Issue

30,003

Common

.40

Shilpa P Bakre

Cash

Restricted

Exempt

10/10/22

New Issue

125,00

Common

.40

Dean V Wiberg

Cash

Restricted

Exempt

10/10/22

New Issue

10,000

Common

.40

Sonia Van Meter

Cash

Restricted

Exempt

10/10/22

New Issue

20,000

Common

.40

William O Mara

Cash

Restricted

Exempt

10/10/22

New Issue

20,000

Common

.40

Warren Alverson

Cash

Restricted

Exempt

10/10/22

New Issue

10,000

Common

.40

Ryan S Sanders

Cash

Restricted

Exempt

10/20/22

New Issue*

9,615

Common

.40

Sean Bair

Cash

Restricted

Exempt

10/20/22

New Issue

9,615

Common

.40

Munsee Co LLC

Cash

Restricted

Exempt

10/20/22

New Issue*

9,615

Common

.40

Maria Julia Rojas

Cash

Restricted

Exempt

10/20/22

New Issue

9,615

Common

.40

Dominic Pace

Cash

Restricted

Exempt

10/24/22

New Issue

10,000

Common

.40

Thomas Charles Gent

Cash

Restricted

Exempt

10/25/22

New Issue

10,000

Common

.40

Arlo Pignotti

Cash

Restricted

Exempt

10/27/22

New issue

45,000

Common

.40

Evan Spaulding

Cash

Restricted

Exempt

10/29/22

New Issue

62,500

Common

.40

Plan R Enterprises Inc.

Cash

Restricted

Exempt

10/31/22

New Issue

40,000

Common

.40

Thomas C Clemons

Cash

Restricted

Exempt

10/31/22

New Issue

700,000

Common

.40

Gonzalo Carballo

Cash

Restricted

Exempt

11/01/22

New Issue

31,500

Common

.40

Don L Enlow

Cash

Restricted

Exempt

11/29/22

New Issue

10,000

Common

.40

Bear McCreadie

Cash

Restricted

Exempt

11/29/22

New Issue

100,000

Common

.40

Daniel Wisian

Cash

Restricted

Exempt

11/29/22

New Issue

10,000

Common

.40

Lindsey Warren Davis

Cash

Restricted

Exempt

11/29/22

New Issue

12,500

Common

.40

Earls Heritage Trust

Cash

Restricted

Exempt

04/12/23

New Issue

125,000

Common

.40

Larry Oliver

Cash

Restricted

Exempt

04/12/23

New Issue

100,000

Common

.40

Michael L Soileau

Cash

Restricted

Exempt

04/12/23

New Issue

250,000

Common

.40

Abraham Family Trust DTD 9/14/1983

Cash

Restricted

Exempt

04/26/23

New Issue

50,000

Common

.40

Abigail Frank

Cash

Restricted

Exempt

04/26/23

New Issue

250,000

Common

.40

Darren Scharf

Cash

Restricted

Exempt

05/01/23

New Issue

1,772,800

Common

.001

Saul Leal

Restricted

Exempt

05/09/23

New Issue

30,000

Common

.001

The David Politis Company Inc.

Services

Restricted

Exempt

05/12/23

New Issue

125,000

Common

.40

Damon Garcia

Cash

Restricted

Exempt

05/23/23

New Issue

125,000

Common

.40

Quest Trust Company

Cash

Restricted

Exempt

05/23/23

New Issue

250,000

Common

.40

KolleenT Kennedy

Cash

Restricted

Exempt

05/31/23

New Issue

35,000

Common

.40

The Entrust Group Inc. Cust FBO Nicholas

Cash

Restricted

Exempt

05/31/23

New Issue

125,000

Common

.40

Quest Trust Company FBO Ronald L Reeves

Cash

Restricted

Exempt

06/14/23

New Issue

62,500

Common

.40

Adam Yonnotta

Cash

Restricted

Exempt

06/15/23

New Issue

10,000

Common

.40

Lindsey Warren Davis

Cash

Restricted

Exempt

07/11/23

New Issue

25,000

Common

.40

John Consentino

Cash

Restricted

Exempt

07/11/23

New Issue

1,666,667

Common

.30

AOS Holdings Inc.

Cash

Restricted

Exempt

08/18/23

New Issue

200,000

Common

.40

Bryan Finley

Cash

Restricted

Exempt

09/28/23

New Issue

40,000

Common

.40

Jed Morley

Cash

Restricted

Exempt

10/03/23

New Issue

187,500

Common

.40

Chris Weston

Cash

Restricted

Exempt

10/03/23

New Issue

125,000

Common

.40

Kenneth John Weston

Cash

Restricted

Exempt

10/16/23

New Issue

100,000

Common

1,00

Istvan Elek

Cash

Restricted

Exempt

10/25/23

New Issue

10,000

Common

.001

The David Politis Company Inc.

Services

Restricted

Exempt

10/25/23

New Issue

37,500

Common

.40

Quest Trust Company FBO Stephen Csobaji

Cash

Restricted

Exempt

11/17/23

New Issue

125,000

Common

.80

Allyse Sedivy

Cash

Restricted

Exempt

10/25/23

New Issue

62,500

Common

.40

The Entrust Group Inc. FBO Troy Jordan

Cash

Restricted

Exempt

11/30/23

New Issue

136,000

Common

.001

Fon Consulting LLC

Cash

Restricted

Exempt

12/19/23

New Issue

671,971

Common

.80

Madison Trust Company Cust Elizabeth Chlipala

Cash

Restricted

Exempt

12/19/23

New Issue

48,941

Common

.80

Madison Trust Company Cust James E Kerrins

Cash

Restricted

Exempt

12/19/23

New Issue

1,022,045

Common

.80

Madison Trust Company Cust Elizabeth Chlipala

Cash

Restricted

Exempt

12/19/23

New Issue

18,443

Common

.80

Madison Trust Company Cust James E Kerrins

Cash

Restricted

Exempt

12/12/23

New Issue

50,000

Common

.40

Bryan Finley

Cash

Restricted

Exempt

12/21/23

New Issue

125,000

Common

.80

Corey Kotlarz LLC

Cash

Restricted

Exempt

12/12/23

New Issue

50,000

Common

.40

Phillip Tiemann

Cash

Restricted

Exempt

03/25/24

New Issue

87,500

Common

.40

The Entrust Group Inc. CUST Jonathan Tiemann

Cash

Restricted

Exempt

4/24/2024

New Issue

208,333

Common

.40

Ralph Bonaduce

Cash

Restricted

Exempt

6/24/2024

New Issue

238,000

Common

.80

James Kerrins

Cash

Restricted

Exempt

6/24/2024

New Issue

187,750

Common

.80

Elizabeth Chlipala

Cash

Restricted

Exempt

8/28/2024

New Issue

562,500

Common

.40

Marc Bern

Cash

Restricted

Exempt

12/10/2024

New Issue

$500,000 Convertible Note

James E. Kerrins and Elizabeth A. Chlipala

Cash

Restricted

Exempt

12/17/2024

New Issue

$100,000 Convertible Note

Marc Bern

Cash

Restricted

Exempt

12/17/2024

New Issue

1,500,000

Common

.40

Istvan Elek

Provision of consulting services

Restricted

Exempt

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

Holders of Record

As of December 31, ~~2024~~2025, there were ~~247~~258 record ~~holders~~ ~~and 245 as of December 31~~holders, ~~2023,~~ of the Company’s common stock.

Item 6.

Selected Financial Data.

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

Item 7.

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

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

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

Overview

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

Basis of Presentation

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

Results of Operations

Revenues

The Company had revenue of $311,~~304~~505,866 and $7031,~~903~~ 304 for the years ended December 31, ~~2024~~2025, and ~~2023~~2024, respectively.

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

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

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

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

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

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

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

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

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

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

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

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

Expenses

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

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

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

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

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

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

1821

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

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

Results of Operations for the Years Ended December 31, ~~2024~~2025 and ~~2023~~2024

	December 31, 2024			December 31, 2023
	December 31, 2025			December 31, 2024
Revenue	$	311,~~304~~505,866		$	7031,~~903~~304
Total revenue		31,304			70,903
Cost of Revenue		208,590			-
Net profit		1,297,276			31,304
Operating expenses:
Research and development		~~869~~1,~~899~~178,595			~~757~~869,~~267~~899
General and administrative		2,~~937~~888,~~425~~343			42,~~074~~937,~~187~~425
Advertising and marketing		9225,~~688~~760			~~192~~92,~~747~~688
Legal and professional		~~625~~687,~~957~~066			~~464~~625,~~930~~957
Impairment expense		-			685,666
Total operating expenses		4,779,764			4,525,969
Total operating expenses		4,552,969			6,174,797
Loss from operations		(3,482,488	)		(4,521,665	)
Loss from operations		(4,521,665	)		(6,103,894	)
Other expense:
Interest expense		(73357,~~890~~129	)		(4373,~~169~~890	)
Total other expense		(73357,~~890~~129	)		(4373,~~169~~890	)
Net loss	$	(43,~~595~~839,~~555~~617	)	$	(64,~~147~~595,~~063~~555	)

1922

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

~~Operating Expenses. Total~~Revenue ~~operating expenses~~ for ~~2024~~the ~~were~~year ~~$4,552,969~~ended asDecember ~~compared to $6~~31,~~174,797~~ ~~for~~2025 ~~2023. The decrease in our operating expenses~~ was ~~primarily a result of a decrease in general and administrative expenses, from~~ $41,~~074~~505,~~187~~866 ~~for~~as ~~2023~~compared to $231,~~937,425~~304 ~~for~~as ~~2024,~~of ~~which,~~December ~~in turn~~31, ~~was primarily~~2024. ~~attributable~~Our tocost ~~the additional issuance~~ of ~~1,772,800~~revenue ~~shares~~for ofthe ~~common~~year ended ~~stock~~December ~~and 2~~31,~~946,074~~ ~~shares~~2025 ofwas ~~Series B-1 Preferred Stock to Saul Leal~~$208,590 ~~pursuant~~as tocompared ~~an addendum~~ to ~~the~~$0 ~~Share~~as ~~Exchange~~of ~~Agreement~~December ~~previously entered into on August 1~~31, ~~2022, in 2023 as stock based compensation to award Mr~~2024. ~~Leal’s~~The ~~performance~~Company inentered ~~integrating~~into ~~Metalanguage’s~~several ~~business~~new ~~into~~sales ~~the~~and ~~Company~~service ~~following~~contracts ~~its~~and ~~Acquisition~~began byrecognizing ~~the~~revenue ~~Company.~~from ~~The shares of common stock were valued at $0.075,~~ the ~~closing~~new ~~price~~contracts ofduring the ~~Company’s~~year ~~common~~ended ~~stock~~December ~~on May 2~~31, ~~2023.~~ ~~The 2,946,074 shares of Series B-1 Preferred Stock issued to Mr~~2025. ~~Leal pursuant to the Addendum were valued at $2,085,762~~

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

~~Net~~Total operating ~~Loss~~expenses for the year ended December 31, 2025 were $4,779,764 as compared to $4,525,969 as of December 31, 2024. AsThe increase in our operating expenses was primarily a result of ~~our~~(i) ~~operating~~an increase in research and development expenses from $896,899 for the year ended December 31, 2024 to $1,178,595 for the year ended December 31, 2025, (ii) an increase in legal and professional expenses ~~decrease~~from ~~significantly~~$625,957 for ~~beyond~~the year ended December 31, 2024 to $687,066 for the year ended December 31, 2025, offset by (iii) decrease in ~~our~~general ~~revenues~~and administrative expenses from $2,937,425 wefor ~~had~~the ~~net~~year ~~loss~~ended ofDecember 31, 2024 to $42,~~595~~888,~~555~~343 for ~~2024~~the asyear ~~compared~~ended December 31, 2025 and (iv) decrease in advertising and marketing expenses from $92,688 for the year ended December 31, 2024 to $625,~~147~~760 for the year ended December 31,~~063~~ 2025, ~~for~~each ~~2023~~of which were connected to management’s efforts to perform obligations related to new sales contracts, increased efforts to develop new products and improve new products and increased consulting fees related to the registration of the Company with the SEC.

Other Expense

Other expense was $357,129 for the year ended December 31, 2025, compared to $73,890 for the year ended December 31, 2024, an increase of $283,239. This increase was from increased interest expenses which, in turn, was attributable to increased borrowings from for the year ended December 31, 2024 to for the year ended December 31, 2025.

Net Loss

As a result of our increase in revenue and operating expenses, we had net loss of $3,839,617 for the year ended December 31, 2025 as compared to $4,595,555 for the year ended December 31, 2024.

Liquidity and Capital Resources

As of December 31, ~~2024~~2025, the Company had total assets of $~~314~~123,~~847~~780, ~~all~~ of which $121,937 were current assets. We also had total liabilities of $24,~~999~~431,~~667~~863, ~~all~~ of which $3,044,251 were current liabilities. We have incurred net losses since our inception and we anticipate net losses and negative operating cash flows for the near future and we may not be profitable or realize growth in the value of our assets. To date, our primary sources of capital have been cash generated from common stock sales and debt financing. While these sources of capital have primarily been from third party investors, they have also included loans from Mr. Rowland W. Day II, our former President and CFO.

As of December 31, ~~2024~~2025, the Company had not yet achieved profitable operations and expects to incur further losses in the development of its business, all of which raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management is seeking to obtain additional funds by equity financing and or related party advances, however, there is no assurance of additional funding being available. If we fail to increase our revenue, raise capital or enter into such agreements as and when needed, we may have to significantly delay, scale back or discontinue our operations or the development and commercialization of one or more of our products. Where the anticipated offering is successful, we may decide to raise additional financing, in addition to the net proceeds from this offering, to support further growth of our operations. Where the anticipated offering is unsuccessful, we expect to use proceeds from the issuance of equity, debt financings, or other capital transactions to fund our operations and satisfy our liquidity requirements.

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

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

Related Parties

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

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk.

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

2023

Item 8.

Financial Statements and Supplementary Data.

Our financial statements for the fiscal years ended December 31, ~~2024~~ 2025 and ~~2023~~2024 are attached hereto.

TABLE OF CONTENTS

Audited Financial Statements of OneMeta Inc.		Page Number
Report of Independent Registered Public Accounting Firm (PCAOB ID 2738)		F-1
Balance Sheets as of December 31, 2024 and 2023		F-2
Balance Sheets as of December 31, 2025 and 2024		F-2
Statements of Operations for the years ended December 31, 2024 and 2023		F-3
Statements of Operations for the years ended December 31, 2025 and 2024		F-3
Statements of Stockholders’ Equity (Deficit) for the years ended December 31, 2024 and 2023		F-4
Statements of Stockholders’ Equity (Deficit) for the years ended December 31, 2025 and 2024		F-4
Statements of Cash Flows for the years ended December 31, 2024 and 2023		F-5
Statements of Cash Flows for the years ended December 31, 2025 and 2024		F-5
Notes to Financial Statements		F-6

2124

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of OneMeta, Inc.

Shareholders of OneMeta, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of of OneMeta, Inc. (the Company) as of December 31, ~~2024~~2025 and ~~2023~~2024, and the related statements of operations, changes in stockholders’ equity (deficit), and cash flows for each of the years in the two-year period ended December 31, ~~2024~~2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, ~~2024~~2025 and ~~2023~~2024, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, ~~2024~~2025 in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been ~~prepared~~ prepared assuming the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the company has incurred ~~recurring~~ recurring losses from operations and had not yet achieved profitable operations as of December 31, ~~2024~~2025 which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

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

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

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

Critical Audit Matters

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

~~Going Concern~~Revenue Recognition

~~In prior~~The ~~years,~~company ~~the~~generates ~~Company~~revenue ~~reported continued net losses~~ from ~~operations~~contracts ~~and negative cash flows from operations~~with customers. As ofdiscussed ~~December~~in ~~31,~~the ~~2024, management~~notes ~~determined~~to ~~their cash and cash equivalents balance may not sufficiently cover operating expenditures for~~ the ~~next~~financial ~~twelve-month period~~statements, ~~without~~managements ~~raising~~estimate ~~additional funds. Auditing management’s evaluation~~ of ~~a going concern can be a significant judgment given~~ the ~~fact~~consideration ~~that~~received ~~the~~and ~~Company~~recognized ~~uses management~~from ~~estimates~~its oncontract ~~future~~agreements ~~expenditures,~~is ~~which~~considered ~~are difficult to substantiate~~variable.

WeGiven the intricate considerations and complexities ~~evaluated~~inherent in revenue transactions, the ~~appropriateness~~assessment of ~~management’s~~contract ~~evaluation~~revenues requires a nuanced understanding of ~~the~~contract terms and performance ~~company’s~~obligations ~~going~~therein, ~~concern~~transaction processes, weverification ~~examined~~procedures, and ~~evaluated~~valuation ~~the~~methodologies. ~~financial~~As ~~information along~~such, ~~with~~Auditing management’s evaluation ~~plans~~of tothe ~~mitigate~~accounting ~~the~~for ~~going~~contract ~~concern~~revenues ~~consideration~~recognized involved significant judgement and subjectivity due to technological considerations ~~management’s~~and ~~disclosure~~complexity onof ~~going~~the ~~concern~~implementation of technology within those said contracts.

We evaluated the appropriateness and accuracy of management’s assessment in relation to our understanding of the revenue contracts, evaluation of transaction processes, verification of transactions, and assessment of valuation methods.

/s/ M&K CPAS, PLLC

PCAOB ID 2738

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

The Woodlands, TX

~~March~~April 615, ~~2025~~2026

F-1

OneMeta Inc.

Balance Sheets

	December 31, 2024			December 31, 2023
	December 31, 2025			December 31, 2024
ASSETS
Current assets:
Cash	$	~~215~~4,~~816~~584		$	1215,~~129,935~~816
Accounts receivable, net		522,~~000~~508			65,~~935~~000
Prepaid and other current assets		94,~~031~~845			694,~~820~~031
Total current assets		~~314~~121,~~847~~937			1314,~~143,690~~847
Total assets	$	314,847		$	1,143,690
Noncurrent Assets:
Property and equipment, net		1,843			-
Total noncurrent assets		1,843			-
Total assets	$	123,780		$	314,847
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	~~586~~926,~~305~~889		$	~~522~~586,~~917~~305
Accrued expenses		18133,~~025~~845			-18,025
Accrued expenses, related party		~~501~~97,~~822~~000			~~281~~501,~~012~~822
Accrued expenses		501,822			281,012
Convertible notes payable		940,000			650,000
Note payable, related party		-			221,990
Convertible notes payable, related party		250,000			-
Convertible notes payable		650,000			-
Promissory notes payable, net		380,321			-
Senior secured promissory notes, related party		~~543,515~~-			-543,515
Deferred revenue		~~700~~316,~~000~~196			-700,000
Total current liabilities		23,~~999~~044,~~667~~251			12,~~025~~999,~~919~~667
Total liabilities		2,999,667			1,025,919
Noncurrent Liabilities:
Convertible notes payable, net of current portion and discount		1,387,612			-
Total noncurrent liabilities		1,387,612			-
Total liabilities		4,431,863			2,999,667
STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred Stock, $0.001 par value, 50,000,000 shares authorized,		-			-
Preferred stock, $0.001 par value, 50,000,000 shares authorized,		-			-
Series A Preferred Stock, $0.001 par value, 5,000,000 shares authorized, 2,068 issued and outstanding		2			2
Series A preferred stock, $0.001 par value, 5,000,000 shares authorized, 2,068 issued and outstanding		2			2
Series B-1 Preferred Stock, $0.001 par value, 8,619,420 shares authorized, 8,619,420 shares issued and outstanding		862			862
Series B-1 convertible preferred stock, $0.001 par value, 8,619,420 shares authorized, 8,619,420 shares issued and outstanding		862			862
Preferred stock, value		862			862
Common Stock, $0.001 par value, 500,000,000 shares authorized, 37,790,943 and 32,995,460 shares issued and outstanding, respectively		37,791			32,996
Common stock, $0.001 par value, 500,000,000 shares authorized, 38,890,943 and 37,790,943 shares issued and outstanding, respectively		38,891			37,791
Additional paid in capital		36,792,679			33,992,707
Common stock liability		527,889			-
Accumulated deficit		(39,516,154	)		(33,908,796	)
Additional paid in capital		38,480,044			36,792,679
Total stockholders’ equity (deficit)		(2,684,820	)		117,771
Accumulated deficit		(43,355,771	)		(39,516,154	)
Total liabilities and stockholders’ equity (deficit)	$	314,847		$	1,143,690
Total stockholders’ equity (deficit)		(4,308,083	)		(2,684,820	)
Total liabilities and stockholders’ equity (deficit)	$	123,780		$	314,847

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

F-2

OneMeta Inc.

Statements of Operations

For the years ended December 31, ~~2024~~2025 and ~~2023~~2024

	December 31, 2024			December 31, 2023
	December 31, 2025			December 31, 2024
Revenue	$	311,~~304~~505,866		$	7031,~~903~~304
Total revenue		31,304			70,903
Cost of revenue		208,590			-
Gross profit		1,297,276			31,304
Operating expenses:
Research and development		~~896~~1,~~899~~178,595			~~757~~896,~~267~~899
General and administrative		2,~~937~~888,~~425~~343			42,~~074~~937,~~187~~425
Advertising and marketing		9225,~~688~~760			~~192~~92,~~747~~688
Legal and professional		~~625~~687,~~957~~066			~~464~~625,~~930~~957
Impairment expense		-			685,666
Total operating expenses		4,779,764			4,552,969
Total operating expenses		4,552,969			6,174,797
Loss from operations		(3,482,488	)		(4,521,665	)
Loss from operations		(4,521,665	)		(6,103,894	)
Other expense:
Interest expense		(73357,~~890~~129	)		(4373,~~169~~890	)
Total other expense		(73357,~~890~~129	)		(4373,~~169~~890	)
Net loss	$	(43,~~595~~839,~~555~~617	)	$	(64,~~147~~595,~~063~~555	)
Deemed dividend
Common stock dividend		~~(1,011,803~~-	)		-(1,011,803	)
Net loss available to common shareholders	$	(53,~~607~~839,~~358~~617	)	$	(65,~~147~~607,~~063~~358	)
Net loss per common share:
Basic	$	(0.1710	)	$	(0.2217	)
Diluted	$	(0.1710	)	$	(0.2217	)
Weighted average common shares outstanding:
Basic		3338,~~883~~612,~~019~~313			2833,~~546~~883,~~287~~019
Diluted		3338,~~883~~612,~~019~~313			2833,~~546~~883,~~287~~019

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

F-3

OneMeta Inc.

Statements of Changes in Stockholders’ Equity (Deficit)

For the years ended December 31, ~~2024~~2025 and ~~2023~~2024

	Shares			Amount			Shares		Amount		Shares		Amount		Shares		Amount		capital			Deficit			Total
	Series A Preferred Stock						Series B-1 Convertible Preferred Stock				Common Stock				Common Stock		Additional paid-in		Accumulated
	Series B-1 Preferred Stock						Series A Preferred Stock				Series B-1 Preferred Stock				Common Stock				Additional paid-in			Accumulated
	Shares			Amount			Shares		Amount		Shares		Amount		liability		capital		Deficit			Total
	Shares			Amount			Shares		Amount		Shares		Amount		Shares		Amount		capital			Deficit			Total
Balance, December 31, 2023		2,068			2			8,619,420		862		32,995,460		32,996		-		33,992,707		(33,908,796	)		117,771
Balance, December 31, 2022		5,673,346			4,016,616			2,068		2		-		-		24,983,593		24,984		24,156,001			(27,761,733	)		(3,580,746	)
Common shares issued for cash		-			-			-		-		969,500		969		-		724,631		-			725,600
Common shares issued for cash		-			-			-		-		-		-		6,023,067		6,023		3,101,097			-			3,107,120
Stock based compensation		-			-			-		-		1,500,000		1,500		-		1,055,791		-			1,057,291
Stock based compensation		-			-			-		-		-		-		216,000		216		144,787			-			145,003
Deemed dividend		-			-			-		-		2,325,983		2,326		-		1,009,477		(1,011,803	)		-
Contributed capital		-			-			-		-		-		-		-		-4,448		~~351,459~~-			-4,448			~~351,459~~
Imputed interest		-			-			-		-		-		-		-		-5,625		~~6,660~~-			-5,625			~~6,660~~
Stock based compensation		2,946,074			2,085,762			-		-		-		-		1,772,800		1,773		131,187			-			132,960
Net loss		-			-			-		-		-		-		-		-		(4,595,555	)		(4,595,555	)
Reclassification of mezzanine equity		(8,619,420	)		(6,102,378	)		-		-		8,619,420		862		-		-		6,101,516			-			6,102,378
Balance, December 31, 2024		2,068		$	2			8,619,420	$	862		37,790,943	$	37,791		-	$	36,792,679	$	(39,516,154	)	$	(2,684,820	)
Net loss		-			-			-		-		-		-		-		-		-			(6,147,063	)		(6,147,063	)
Common shares issued for cash		-			-			-		-		1,000,000		1,000		-		474,000		-			475,000
Balance, December 31, 2023		-		$	-			2,068	$	2		8,619,420	$	862		32,995,460	$	32,996	$	33,992,707		$	(33,908,796	)	$	117,771
Common shares issued for service		-			-			-		-		100,000		100		-		22,900		-			23,000
Balance		-		$	-			2,068	$	2		8,619,420	$	862		32,995,460	$	32,996	$	33,992,707		$	(33,908,796	)	$	117,771
Stock based compensation		-			-			-		-		-		-		-		392,585		-			392,585
Common shares issued for cash		-			-			-		-		-		-		969,500		969		724,631						725,600
Imputed interest		-			-			-		-		-		-		-		149,399		-			149,399
Stock based compensation		-			-			-		-		-		-		1,500,000		1,500		1,055,791						1,057,291
Relative fair value of warrants issued with convertible debt		-			-			-		-		-		-		-		648,481		-			648,481
Deemed dividend		-			-			-		-		-		-		2,325,983		2,326		1,009,477			(1,011,803	)		-
Common shares liability		-			-			-		-		-		-		527,889		-					527,889
Contributed capital		-			-			-		-		-		-		-		-		4,448						4,448
Net loss		-			-			-		-		-		-		-		-		(3,839,617	)		(3,839,617	)
Imputed interest		-			-			-		-		-		-		-		-		5,625						5,625
Balance, December 31, 2025		2,068		$	2			8,619,420	$	862		38,890,943	$	38,891	$	527,889	$	38,480,044	$	(43,355,771	)	$	(4,308,083	)
Net loss		-			-			-		-		-		-		-		-		-			(4,595,555	)		(4,595,555	)
Balance, December 31, 2024		-		$	-			2,068	$	2		8,619,420	$	862		37,790,943	$	37,791	$	36,792,679		$	(39,516,154	)	$	(2,684,820	)
Balance		-		$	-			2,068	$	2		8,619,420	$	862		37,790,943	$	37,791	$	36,792,679		$	(39,516,154	)	$	(2,684,820	)

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

F-4

OneMeta Inc.

Statements of Cash Flows

For the years ended December 31, ~~2024~~2025 and ~~2023~~2024

	December 31, 2024			December 31, 2023
	December 31, 2025			December 31, 2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(43,~~595~~839,~~555~~617	)	$	(64,~~147~~595,~~063~~555	)
Adjustment to reconcile net loss to cash used in operating activities:
Imputed interest		5149,~~625~~399			65,~~660~~625
Additional shares issued for prior year software acquisition		-			2,218,722
Stock based compensation		415,585			1,057,291
Stock based compensation		1,057,291			145,003
Common stock liability		527,889			-
Amortization		-			391,809
Amortization expense		108			-
Impairment expense		-			685,666
Depreciation expense		58,414			-
Net change in:
Accounts receivable		1(17,~~935~~508	)		(61,935	)
Prepaid and other current assets		(~~87,211~~814	)		(687,~~820~~211	)
Accounts payable		~~388~~686,~~769~~568			~~614~~388,~~986~~769
Accrued expenses		18115,~~025~~820			-18,025
Accrued expenses, related party		(~~100~~750,~~123~~806	)		(~~279~~100,~~916~~123	)
Deferred revenue		~~700~~(383,~~000~~804	)		-700,000
CASH FLOWS USED IN OPERATING ACTIVITIES		(23,~~611~~038,~~244~~766	)		(2,~~377~~611,~~888~~244	)
CASH FLOWS FROM INVESTING ACTIVITIES:
		-			-
Purchase of property and equipment		(1,951	)		-
CASH FLOWS USED IN INVESTING ACTIVITIES		-(1,951	)		-
CASH FLOWS FROM FINANCING ACTIVITIES:
Reparyment of related party note		(221,990	)		-
Repayment of related party note		-			(221,990	)
Proceeds from convertible notes		650,000			-
Proceeds from senior secured promissory notes, related party		266,935			643,000
Proceeds from related party advances		72,000			-
Payments of senior secured notes payable, related party		(810,450	)		(99,485	)
Payment of related party advances		(72,000	)		-
Proceeds from convertible notes		2,250,000			650,000
Proceeds from senior secured promissory notes, related party		643,000			-
Proceeds from convertible notes, related party		290,000			-
Payment to senior secured promissory notes, related party		(99,485	)		-
Proceeds from senior secured promissory notes		370,000			-
Proceeds from issuance of common shares		725,600			3,107,120
Repayment of senior secured promissory notes		(12,000	)		-
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES		1,697,125			3,107,120
Proceeds from related party advances		-			72,000
NET CHANGE IN CASH		(914,119	)		729,232
Payment of related party advances		-			(72,000	)
Cash, beginning of period		1,129,935			400,703
Proceeds from issuance of common shares		475,000			725,600
Cash, end of period	$	215,816		$	1,129,935
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES		2,829,485			1,697,125
NET CHANGE IN CASH		(211,232	)		(914,119	)
Cash, beginning of period		215,816			1,129,935
Cash, end of period	$	4,584		$	215,816
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid on interest expense	$	42101,~~526~~345		$	-42,526
Cash paid for income taxes	$	-		$	-
NON-CASH TRANSACTIONS
Expenses paid on the Company’s behalf	$	~~325~~345,~~381~~984		$	~~469~~325,~~952~~381
Deemed dividend	$	~~1,011,803~~-		$	-1,011,803
Reclassification of mezzanine equity	$	-		$	6,102,378
Relative fair value of warrants issued with convertible debt	$	648,481		$	-
Contributed capital	$	~~4,448~~-		$	~~351~~4,~~459~~448

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

F-5

OneMeta Inc.

Notes to the Financial Statements

Note 1. Basis of Presentation

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

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

Note 2. Summary of Significant Accounting Policies

Use of Estimates

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

Cash and Cash Equivalents

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

Accounts Receivable

Accounts receivables ~~receivable~~ are comprised of unsecured amounts due from customers. The Company carries its accounts receivable at their face amounts less an allowance for credit losses. The allowance for credit losses is recognized based on management’s estimate of likely losses per year, past experience, review of customer profiles and the aging of receivable balances. As of December 31, ~~2024~~2025 and ~~2023~~2024, there was $1,160 and $01,160 of allowance for credit losses, respectively.

Property and Equipment

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

Schedule of Property and Equipment

		Estimated
Category		Useful Lives
Building and improvements		3 years
Computer Equipment		3 years

Intangible Assets, and Long-Lived Assets

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

F-6

Related Parties

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

Fair Value of Financial Instruments

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

Revenue Recognition

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

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

~~F-6~~Subscription and license

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

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

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

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

F-7

OEM solution

The Company provides Over-the-phone, consecutive AI Translation Service (“VerbumCall SDK”) that uses WebSocket connections to provide an AI service designed to facilitate effortless communication across languages within the platforms. This product leverages advanced AI capabilities to provide consecutive audio translation, ensuring that both patrons and agents experience conversations without the need for additional steps or complicated setups.

The Company has multiple performance obligations in the customer contract with inContact. The Company is to generate revenue through the following sources: sale of OEM Solution software and professional services, which consist of implementation, configuration, custom development, optimization, training and technical support services of the OEM Solution.

VerbumAgentis

On March 31, 2025, the Company entered into a reseller and distribution agreement to provide software development kit (SDK) to the reseller to use and/or resell to their customers. The Company will provide the reseller with a VerbumAgentis communication platform and an encryption key to install on their computer system and servers. In return, the reseller is to pay an initial one-time paid-up fee of $500,000.

VerbumAgentis is a standalone communication platform with core capabilities such as chat-based interaction, transcription, and multilingual simultaneous interpretation for voice-to-voice customer interactions. It includes real-time bidirectional communication and integrations. While live translation leverages underlying language models (SDK), the core platform delivers independent value even without SDK execution for each interaction.

VerbumAgentis is installed on client’s servers that they control. The Company is to deliver and install the VerbumAgentis platform on the customers’ server and provide translation services on an as requested basis by the end customers. The customer benefits from the VerbumAgentis platform as a standalone system once installed on their infrastructure. Further, the translation services and other per usage items outlined in the contract are obligations that arise when those services are initiated by the customer.

Disaggregation of revenues

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

Schedule of Disaggregation of Revenue

	12/31/2024		12/31/2023
	December 31, 2025		December 31, 2024
	For the Years Ended
	12/31/2024		12/31/2023
	December 31, 2025		December 31, 2024
Subscription and license	$	27,804	$	54,483
Subscription, license and software revenue	$	617,430	$	27,804
Training and education		3,500		16,420
Professional Services		868,881		3,500
Total Revenue	$	31,304	$	70,903
OEM Solution		19,555		-
Total Revenue	$	1,505,866	$	31,304

Deferred Revenue

Deferred revenue includes service and support contracts and represents the undelivered performance obligation of agreements that are typically for one year or less. On October 8, 2024, the Company entered into an OEM Agreement to provide OEM Solutions hosting consisting of over-the-phone consecutive AI language translation solutions. Upon execution of the agreement, the Company received $700,000 from NICE as a credit balance for future service. The Company identified three separate performance obligations within the contract. The performance obligations are OEM Solution service, professional services and technical support. The OEM Solution revenue is recognized based on a per-minute rate while the professional services and technical support revenue is recognized based on a per hour rate. The Company expects the $700,000 credit to be used mainly by OEM Solution and professional services. The Company recognized $448,804 of the credit during the year ended December 31, 2025. As of December 31, ~~2024~~2025, the Company expects to recognize all the unsatisfied performance obligations as revenue in in the following ~~twelve~~five months. ~~As of December 31, 2024 and 2023, deferred revenue was $700,000 and $0, respectively.~~

F-8

During the year ended December 31, 2025, the Company recognized additional $65,000 of deferred revenue on new sales contracts. As of December 31, 2025 and 2024, the deferred revenue balance was $316,196 and $700,000, respectively.

Stock-Based Compensation

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

F-7

Basic and Diluted Loss Per Share

Basic loss per common share is computed by dividing the net loss available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted loss per common share is determined by using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. As of December 31, 2025, the Company’s potentially dilutive shares, which were not included in the calculation of net loss per share, included warrants to purchase 6,350,000 common shares, options to purchase 5,465,000 common shares, conversion of Series B-1 shares to purchase 94,813,620 common shares, conversion of Series A shares to purchase 2,585 common shares, the conversion of the convertible notes to 31,838,135 common shares and common stock liability to issue 2,228,000 common shares. Accordingly, the number of weighted average shares outstanding, as well as the amount of net loss per share are presented for basic and diluted per share calculations for the years ended December 31, ~~2024~~ 2025 and ~~2023~~2024, reflected in the accompanying statement of operations.

Segments Reporting

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

Recent Accounting Pronouncements

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

In December 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires enhanced disclosures surrounding income taxes, particularly related to rate reconciliation and income taxes paid information. In particular, on an annual basis, companies will be required to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. Companies will also be required to disclose, on an annual basis, the amount of income taxes paid, disaggregated by federal, state, and foreign taxes, and also disaggregated by individual jurisdictions above a quantitative threshold. The standard is effective for the Company for annual periods beginning January 1, 2025 on a prospective basis, with retrospective application permitted for all prior periods presented. We adopted ASU No. 2023-09 during the year ended December 31, 2025, which had no material impact on the Company’s financial statements.

F-9

Disaggregation of Income Statement Expenses

In November 2024, the FASB issued Accounting Standards Update No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) (“ASU 2024-03”). ASU 2024-03 requires specified information about certain costs and expenses be disclosed in the notes to the financial statements, including the expense caption on the face of the income statement in which they are disclosed, in addition to a qualitative description of remaining amounts not separately disaggregated. Entities will also be required to disclose their definition of “selling expenses” and the total amount in each annual period. The standard is effective for the Company for annual periods beginning January 1, 2027 and for interim periods beginning January 1, 2028, with updates applied either prospectively or retrospectively. Early adoption is permitted. The Company is currently evaluating the impact of this guidance on its disclosures.

Credit Losses

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides updates related to CECL guidance for certain short-term receivables. The ASU is effective for fiscal years beginning after December 15, 2025. The Company is currently evaluating the impact of this guidance on its disclosures.

Note 3. Going Concern

These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. As of December 31, ~~2024~~2025, the Company had not yet achieved profitable operations and expects to incur further losses in the development of its business, all of which raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. ~~Where~~The ~~the~~Company ~~anticipated offering~~ is ~~unsuccessful, we expect~~ toactively ~~use~~seeking ~~proceeds~~funding ~~from~~through ~~the issuance of equity,~~ debt ~~financings, or other capital transactions to fund our operations~~ and ~~satisfy~~equity ~~our liquidity requirements~~offerings. Management iscannot ~~seeking~~be tocertain ~~obtain~~that ~~additional~~such ~~funds~~events ~~by equity financing and~~ or ~~related~~a ~~party~~combination ~~advances,~~thereof ~~however, there is no~~can ~~assurance~~be ~~of additional funding being available~~achieved.

Note 4. ~~Software~~Related Party Transactions

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

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

F-8

Note 5. Related Party Transactions

Advances, related party

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

Expense paid on the Company’s behalf

During the ~~year~~years ~~ending~~ended December 31, 2025 and 2024, ~~the CFO~~Mr. Day, a significant shareholder and ~~CEO~~former President and CFO, paid $~~316~~345,~~519~~984 and $8341,~~862~~ 108 of expenses on the Company’s behalf. ~~and~~The ~~was~~Company repaid $~~266~~416,~~235~~332 and $8275,~~862,~~097 ~~respectively.~~during ~~During~~ the ~~year~~years ~~ending~~ended December 31, ~~2023,~~2025 ~~the~~and ~~CFO~~2024, respectively. ~~paid~~The ~~$469,952~~advances ofaccrued ~~expenses~~interest onat the ~~Company’s~~rate ~~behalf~~of ~~and was repaid $479,425~~14%. As of December 31, ~~2024~~2025 and ~~2023~~December 31, 2024, the balance owed to Mr. Day, with accrued interest, was $~~54,621~~0 and $470,~~337~~348, respectively.

Founder note

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

Common and Series B-1 Preferred stock issuances

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

Accrued salary and interest

On October 1, 2023, the Company and Mr. Day entered into a settlement and general release agreement. Per the agreement, Mr. Day agreed to settle all accrued salary and interest for service provided prior to the September 1, 2022. As ~~a result, the Company recorded the settlement of $351,459 as a contribution to capital during the year ended~~ ~~December 31, 2023. As~~ of December 31, ~~2024~~2025, the accrued related party salary and accrued interest expense was $~~364~~97,~~500~~000 and $2312,~~121~~307, respectively. As of December 31, ~~2023~~2024, the accrued related party salary and accrued interest expense was $~~230~~364,~~000~~500 and $1323,~~377~~121, respectively.

Senior secured notes payable

On May 10, 2024, the Company (the “Grantor”) entered into a secured promissory note payable for $225,000 with Rowland Day (the “Lender”). The note is secured by the assets of the Company and will accrue interest at the rate of 14% per annum. The note is payable on demand. If the Lender does not demand payment, the note matures the earlier of; (i) November 10, 2024, (ii) the closing of a minimum of $500,000 in a subsequent financing of either debt or equity; (iii) a subsequent registration statement with minimum proceeds of one million dollars ($1,000,000) is received by the Company; and /or (iv) a change in control transaction occurs in which the collective ownership of Saul Leal and Holder is reduced to less than fifty percent (50%) or Holder’s ownership is reduced to less than thirty-five percent (35%) (any such date, or transaction shall be the maturity date). If any Event of Default occurs and continues for a period that exceeds ten (10) days, Holder may by written election, elect to either (i) declare the Note immediately due and payable, or (ii) receive 1,000,000 warrants with an exercise price of $0.01 per share which shall have a term of 5 years. In April 2025, the note maturity was extended to July 31, 2025. During the year ended December 31, ~~2024~~2025, the Company ~~paid~~repaid ~~$85,485 of~~ the ~~secured promissory~~remaining ~~note~~ principal. Onbalance ~~February~~of 25$139,516 ~~2025,~~ and the ~~note~~accrued ~~maturity~~interest ~~was~~of ~~extended to April 11~~$27, ~~2025~~171.

F-9

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

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

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

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

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

F-10

On June ~~November 26~~12, 2024, the Company (the “Grantor”) entered into a secured promissory note payable for $14216,000 with Rowland Day (the “Lender”). The note is secured by the assets of the Company and will accrue interest at the rate of 14% per annum. The note is payable on demand. If the Lender does not demand payment, the note matures onthe ~~January~~earlier of; (i) December 12, 2024, (ii) the closing of a minimum of $500,000 in a subsequent financing of either debt or equity; (iii) a subsequent registration statement with minimum proceeds of one million dollars ($1,000,000) is received by the Company; and /or (iv) a change in control transaction occurs in which the collective ownership of Saul Leal and Holder is reduced to less than fifty percent (50%) or Holder’s ownership is reduced to less than thirty-five percent (35%) (any such date, or transaction shall be the maturity date). If any Event of Default occurs and continues for a period that exceeds ten (10) days, Holder may by written election, elect to either (i) declare the Note immediately due and payable, or (ii) receive 1,000,000 warrants with an exercise price of $0.01 per share which shall have a term of 5 years. In April 2025, the note maturity was extended to July 31, 2025. During the year ended December 31, ~~2024~~2025, the Company ~~paid~~repaid the principal balance of $14216,000 ofand the ~~secured~~accrued interest ~~promissory~~of ~~note principal~~$36,731.

On August 12, 2024, the Company (the “Grantor”) entered into a secured promissory note payable for $80,000 with Rowland Day (the “Lender”). The note is secured by the assets of the Company and will accrue interest at the rate of 14% per annum. The note is payable on demand. If the Lender does not demand payment, the note matures the earlier of; (i) February 12, 2025, (ii) the closing of a minimum of $500,000 in a subsequent financing of either debt or equity; (iii) a subsequent registration statement with minimum proceeds of one million dollars ($1,000,000) is received by the Company; and /or (iv) a change in control transaction occurs in which the collective ownership of Saul Leal and Holder is reduced to less than fifty percent (50%) or Holder’s ownership is reduced to less than thirty-five percent (35%) (any such date, or transaction shall be the maturity date) . If any Event of Default occurs and continues for a period that exceeds ten (10) days, Holder may by written election, elect to either (i) declare the Note immediately due and payable, or (ii) receive 1,000,000 warrants with an exercise price of $0.01 per share which shall have a term of 5 years. In April 2025, the note maturity was extended to July 31, 2025. During the year ended December 31, 2025, the Company repaid the principal balance of $80,000 and the accrued interest of $13,409.

On August 27, 2024, the Company (the “Grantor”) entered into a secured promissory note payable for $5,000 with Rowland Day (the “Lender”). The note is secured by the assets of the Company and will accrue interest at the rate of 14% per annum. The note is payable on demand. If the Lender does not demand payment, the note matures on October 31, 2024. In April 2025, the note maturity was extended to July 31, 2025. During the year ended December 31, 2025, the Company repaid the principal balance of $5,000 and the accrued interest of $809.

On September 26, 2024, the Company (the “Grantor”) entered into a secured promissory note payable for $23,000 with Rowland Day (the “Lender”). The note is secured by the assets of the Company and will accrue interest at the rate of 14% per annum. The note is payable on demand. If the Lender does not demand payment, the note matures the earlier of; (i) March 26, 2025, (ii) the closing of a minimum of $500,000 in a subsequent financing of either debt or equity; (iii) a subsequent registration statement with minimum proceeds of one million dollars ($1,000,000) is received by the Company; and /or (iv) a change in control transaction occurs in which the collective ownership of Saul Leal and Holder is reduced to less than fifty percent (50%) or Holder’s ownership is reduced to less than thirty-five percent (35%) (any such date, or transaction shall be the maturity date) . If any Event of Default occurs and continues for a period that exceeds ten (10) days, Holder may by written election, elect to either (i) declare the Note immediately due and payable, or (ii) receive 1,000,000 warrants with an exercise price of $0.01 per share which shall have a term of 5 years. In April 2025, the note maturity was extended to July 31, 2025. During the year ended December 31, 2025, the Company repaid the principal balance of $23,000 and the accrued interest of $3,458.

On October 14, 2024, the Company (the “Grantor”) entered into a secured promissory note payable for $80,000 with Rowland Day (the “Lender”). The note is secured by the assets of the Company and will accrue interest at the rate of 14% per annum. The note is payable on demand. If the Lender does not demand payment, the note matures the earlier of; (i) November 13, 2024, (ii) the closing of a minimum of $500,000 in a subsequent financing of either debt or equity; (iii) a subsequent registration statement with minimum proceeds of one million dollars ($1,000,000) is received by the Company; and /or (iv) a change in control transaction occurs in which the collective ownership of Saul Leal and Holder is reduced to less than fifty percent (50%) or Holder’s ownership is reduced to less than thirty-five percent (35%) (any such date, or transaction shall be the maturity date) . If any Event of Default occurs and continues for a period that exceeds ten (10) days, Holder may by written election, elect to either (i) declare the Note immediately due and payable, or (ii) receive 1,000,000 warrants with an exercise price of $0.01 per share which shall have a term of 5 years. In April 2025, the note maturity was extended to July 31, 2025. During the year ended December 31, 2025, the Company repaid the principal balance of $80,000 and the accrued interest of $11,476.

F-11

On January 28, 2025, the Company (the “Grantor”) entered into a secured promissory note payable for $6,000 with Rowland Day (the “Lender”). The note is secured by the assets of the Company and will accrue interest at the rate of 14% per annum. The note is payable on demand. If the Lender does not demand payment, the note matures on February 28, 2025. During the year ended December 31, 2025, the Company repaid the principal balance of $6,000 and the accrued interest of $71.

On March 21, 2025, the Company (the “Grantor”) entered into a secured promissory note payable for $3,000 with Rowland Day (the “Lender”). The note is secured by the assets of the Company and will accrue interest at the rate of 14% per annum. The note is payable on demand. If the Lender does not demand payment, the note matures on April 21, 2025. During the year ended December 31, 2025, the Company repaid the principal balance of $3,000 and the accrued interest of $36.

On May 13, 2025, the Company (the “Grantor”) entered into a secured promissory note payable for $36,500 with Rowland Day (the “Lender”). The note is secured by the assets of the Company and will accrue interest at the rate of 14% per annum. The note is payable on demand. If the Lender does not demand payment, the note matures on June 12, 2025. During the year ended December 31, 2025, the Company repaid the principal balance of $36,500 and the accrued interest of $420.

On June 25, 2025, Rowland Day paid $4,345 of debt origination fees related to loans made by Day on behalf of the Company. The balance due accrued interest at the rate of 14% per annum. The balance is payable on demand. During the year ended December 31, 2025, the Company repaid the balance of $4,345 and the accrued interest of $204.

On July 3, 2025, the Company (the “Grantor”) entered into a secured promissory note payable for $8,000 with Saul Leal (the “Lender”). The note will accrue interest at the rate of 14% per annum and matures on January 3, 2026. During the year ended December 31, 2025, the Company repaid the principal balance of $8,000 and the accrued interest of $120.

On July 10, 2025, the Company (the “Grantor”) entered into a secured promissory note payable for $104,000 with Rowland Day (the “Lender”). The note is secured by the assets of the Company and will accrue interest at the rate of 14% per annum. The note is payable on demand. In the event of a default, the Company will accrued interest at a rate of 16%. Under the July 10, 2025 secured promissory note agreement, on July 30, 2025 and August 30, 2025, the Company borrowed an additional $75,000 and $30,000, respectively. During the year ended December 31, 2025, the Company repaid the principal balance of $104,000 and the accrued interest of $7,439.

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

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

As of December 31, 2025 and 2024, the related party senior secured promissory notes payable principal balance was $0 and $543,515, respectively, with accrued interest of $0 and $43,853, respectively.

~~Note 6. Convertible Notes Payable~~ F-12

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

Effective October 31, 2025, Rowland W. Day II resigned from his positions as President, Chief Financial Officer, Secretary, Chief Legal Officer, and as a member of the Board of Directors of the Company. In connection with his resignation, the Company made payments to Mr. Day in the amount of $917,966.43 in satisfaction of outstanding loans and reimbursable credit card balances owed to him and a payment in the amount of $408,486.01 for accrued salary. In connection with his resignation, the Company agreed to enter into a Stock Repurchase Agreement providing for repurchase by the Company from the Trust of 4,309,710 shares of the Company’s Series B-1 Preferred Stock and 307,647 shares of common stock, at per-share prices ranging from $0.605-$0.66 for the preferred shares and $0.055-$0.06 for the common shares, depending on the repurchase date. The purchase was to occur on or around March 27, 2026 (the “Expiration Date”). On March 26, 2026, the Company entered into an amendment to the Stock Repurchase Agreement pursuant to which the Expiration Date was extended to April 10, 2026. As part of the extension of the settlement date, the Company is to pay an additional $100,000 to Rowland as an extension fee. If the Company does not complete the stock repurchase by the stated deadline, the parties may pursue non-financial remedies available under the Stock Repurchase Agreement. As of December 31, 2025, the Company determined that the probability of the option to purchase the shares was improbable, as such, no accrual for the purchase of the shares was recognized as of December 31, 2025.

Convertible notes payable

During the year ended December 31, 2025, the Company issued 0% interest convertible notes payable to a director, a director nominee and two relative of a the director nominee in exchange for $250,000. The convertible notes mature six months following that date of issuance and do not accrue interest. The notes are convertible into common shares as follows: (i) on the next equity financing conversion: the principal balance on each note will convert into shares upon the closing of the next equity financing. The number of conversion shares the Company issues upon such conversion will equal the quotient obtained by dividing (x) the outstanding principal balance under each converting note on the closing date of the next equity financing by (y) the applicable conversion price of the product of (x) 100% less the discount of 25% and (y) the lowest per share purchase price of the equity securities issued in the next equity financing; and/or (ii) corporate transaction conversion: at the closing of a major corporate transaction, the note will convert into that number of conversion shares equal to the quotient obtained by dividing (x) the outstanding principal balance of such note on the closing of such corporate transaction by (y) the applicable conversion price of the product of (x) 100% less the discount of 25% and (y) the volume weighted average trading price on the date that is ten days immediately prior to the closing date of the corporate transaction; and/or (iii) at any time on or after the maturity date, each note will convert into that number of conversion shares equal to the quotient obtained by dividing (x) the outstanding principal balance of the note on the date of such conversion by (y) the applicable conversion price of the product of (x) 100% less the discount of 25% and (y) the volume weighted average trading price on the date that is ten days immediately prior to the maturity date.

The Company calculated imputed interest of $30,359 on these zero percent convertible notes using an interest rate of 14% and recorded to additional paid-in-capital. The Company evaluated the conversion feature and determined that no embedded derivative liability existed on the issuance dates of the convertible notes. As of December 31, 2025, the convertible notes payable principal balance was $250,000.

The convertible notes matured and became convertible during the year ended December 31, 2025. The Company evaluated the conversion feature and determined that, since the conversion price is fixed, no embedded derivative liability existed as of December 31, 2025. As of December 31, 2025, the matured convertible notes would potentially be converted into 1,299,934 common shares.

	December 25, 2025			December 25, 2024
	For the Years Ended
	December 25, 2025			December 25, 2024

Convertible notes payable, relate party	$	250,000		$	-
Total convertible notes payable, relate party		250,000			-
Less: current portion		(250,000	)		-
Long term convertible notes payable, relate party, net of current	$	-		$	-

Note 5. Convertible Notes Payable

In December 2024, the Company issued convertible notes payable to three investors in exchange for $650,000. During the year ended December 31, 2025, the Company issued 0% interest convertible notes payable to three investors in exchange for $190,000. The convertible notes mature six months following that date of issuance and do not accrue interest. The notes are convertible into common shares as follows: (i) on the next equity financing conversion: the principal balance on each note will convert into shares upon the closing of the next equity financing. The number of conversion shares the Company issues upon such conversion will equal the quotient obtained by dividing (x) the outstanding principal balance under each converting note on the closing date of the next equity financing by (y) the applicable conversion price of the product of (x) 100% less the discount of 25% and (y) the lowest per share purchase price of the equity securities issued in the next equity financing; and/or (ii) corporate transaction conversion: at the closing of a major corporate transaction, the note will convert into that number of conversion shares equal to the quotient obtained by dividing (x) the outstanding principal balance of such note on the closing of such corporate transaction by (y) the applicable conversion price of the product of (x) 100% less the discount of 25% and (y) the volume weighted average trading price on the date that is ten days immediately prior to the closing date of the corporate transaction; and/or (iii) at any time on or after the maturity date, each note will convert into that number of conversion shares equal to the quotient obtained by dividing (x) the outstanding principal balance of the note on the date of such conversion by (y) the applicable conversion price of the product of (x) 100% less the discount of 25% and (y) the volume weighted average trading price on the date that is ten days immediately prior to the maturity date. The Company evaluated the conversion feature and determined that no embedded derivative liability existed on the issuance dates.

F-13

The Company calculated imputed interest of $119,040 on these zero percent convertible notes using an interest rate of 14% and recorded to additional paid-in-capital. As of December 31, 2025 and December 31, 2024, the convertible notes payable principal balance was $940,000 and $650,000, respectively.

All convertible notes matured and became convertible during the year ended December 31, 2025. The Company evaluated the conversion feature and determined that, since the conversion price is fixed, no embedded derivative liability existed as of December 31, 2025. As of December 31, 2025, the matured convertible notes would potentially be converted into 5,538,201 common shares.

On November 3, 2025, the Company entered into a Convertible Notes Agreement and a Warrant Purchase Agreements (the “Purchase Agreements”), dated as of October 31, 2025, with two investors (the “Holders”) for their purchase of (i) 14% convertible secured promissory notes of the Company in the aggregate original principal amount of $2,000,000 payable on October 31, 2028 (the “Notes”) with a fixed conversion price of $0.08 and (ii) 5-year warrants to purchase 6,000,000 shares of the Company’s common stock at an exercise price of $0.08. The proceeds are to used to repay all amounts outstanding under those certain 14% secured promissory notes and credit card balances to the former President of the Company in the amounts of $917,966 and $408,486, respectively. The remainder of the proceeds were used for working capital and general corporate purposes. The Company’s obligations under the Notes are secured by a security interest in certain property granted by the Company for the benefit of Holders pursuant to the terms of a Security Agreement dated October 31, 2025, between the Company and the Holders and a Patent Security Agreement dated October 31, 2025, between the Company and Holders.

The warrants had a relative fair value of $648,481, which was recorded as a discount on the note. The Company recognized amortization on the debt discount of $36,093 during the year ended December 31, 2025. As of December 31, 2025, the principal balance of the notes was $2,000,000 with an unamortized debt discount of $612,389.

	2025			2024
	For the Years Ended
	December 25, 2025			December 25, 2024

Convertible notes payable	$	2,327,612		$	650,000
Total convertible notes payable		2,327,612			650,000
Less: current portion		(940,000	)		(650,000	)
Long term convertible notes payable, net of current	$	1,387,612		$	-

Note 6. Promissory Notes

On September 11, 2025, the Company entered into a Promissory Note for a principal amount of $353,050 with the Company receiving cash proceeds of $300,000. The Company recognized debt discount of $53,050 at the issuance of the notes. The note matures on August 30, 2026, and bears a one-time interest of 12% or $42,366. Any amount of principal or interest which is not paid when due shall bear interest at the rate of 22% per annum from the due date. Additionally, in the event of default, the holder may convert all or any part of the outstanding and unpaid amount of this note into shares of Company’s common stock with a discount rate of 35% on the lowest trading price of the common stock during the ten trading days prior to the conversion date.

The Company recognized amortization on the debt discount of $17,683 during the year ended December 31, 2025. As of December 31, 2025, the principal balance of the note was $353,050 with an unamortized debt discount of $35,367.

On October 13, 2025, the Company entered into a Promissory Note for a principal amount of $88,550 with the Company receiving cash proceeds of $70,000. The Company recognized debt discount of $18,550 at the issuance of the notes. The note matures on August 15, 2026 and bears a one-time interest of 15% or $13,282. Any amount of principal or interest which is not paid when due shall bear interest at the rate of 22% per annum from the due date. Additionally, in the event of default, the holder may convert all or any part of the outstanding and unpaid amount of this note into shares of Company’s common stock with a discount rate of 35% on the lowest trading price of the common stock during the ten trading days prior to the conversion date.

F-14

The Company repaid $12,000 of the principal balance and recognized amortization on the debt discount of $4,638 during the year ended December 31, 2025. As of December 31, 2025, the principal balance of the note was $76,550 with an unamortized debt discount of $13,913.


	For the Years Ended
	December 25, 2025			December 25, 2024

Promissory notes payable, net	$	380,321		$	-
Total Promissory notes payable, net		380,321			-
Less: current portion		(380,321	)		-
Long term Promissory notes payable, net of current	$	-		$	-

As of December 31, 2025, the Company had unamortized debt discount of $49,279.

Note 7. Equity

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

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

Common Stock

2025

On April 1, 2025, the Company issued 1,000,000 common shares at $0.50 per share for a net proceed of $475,000. The Company paid $25,000 as a finder fee to a consultant related to the issuance.

On April 17, 2025, the Company issued 100,000 common shares for service performed. The grant-date fair value of these shares was $23,000, calculated using the market price of $0.23 of the common stock on the date of grant. The awards are immediately vested, and the value of the issuance was recorded as stock-based compensation.

2024

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

~~F-11~~On November 25, 2024, the Company issued 1,500,000 shares of common stock to a consultant for service that were valued at $652,500.

~~During~~On November ~~the year ended December 31~~25, 2024, the ~~Company issued~~Board 1approved the issuance of additional 2,~~500~~325,~~000~~983 shares of common stock to ashareholders. ~~consultant~~The ~~for~~shares ~~service~~were ~~that~~issued to ~~were~~shareholders who previously entered into subscription agreements with the Company. This issuance was recorded as a deemed dividend and valued at $~~652~~1,~~500~~011,803.

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

2023

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

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

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

Preferred Stock

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

Series A Preferred Stock

The Series A Preferred Stock has liquidation and dividend preferences. Each share of Series A has voting rights equal to the ~~amount~~number of shares of common stock the Series A is convertible to and is convertible on a 1 to 1.25 common share basis. As of December 31, ~~2024~~2025 and December 31, ~~2023,~~2024 there are 2,068 shares of Series A-1 issued and outstanding.

Series B-1 Preferred Stock

The Series B -1 Preferred Stock (“Series B-1”) has liquidation and dividend preferences. Each share of Series B-1 Preferred Stock has voting rights 3.2x (times) that of the number of votes that is equal to the number of common stock that the series of preferred shares are convertible into. Each share is convertible on a 1 to 11 common share basis. Our Articles of Incorporation include covenants requiring 51% of the outstanding votes of the series of stock to amend or repeal any incorporation documents that would alter the rights or ~~preferences~~ preferences of the Series B-1 Preferred Stock, alter the authorized number of shares of the series, create or issue any classes of preferred stock senior to the Series B-1 Preferred Stock, amend the company’s bylaws, or enter into a transaction that would result in a change in control. ~~Series B-1 Preferred Stock was included in mezzanine equity on the balance sheet, because it was convertible at the redemption value into a variable number of shares.~~ On September 30, 2023, the Company amended its Articles of Incorporation to remove the redemption right of the Series B-1 Preferred Stock,. ~~which~~As ~~was~~of ~~subsequently~~December ~~reclassified~~31, ~~from~~2025 ~~mezzanine~~and ~~equity~~2024, tothere ~~permanent~~are ~~equity~~8,619,420 shares onof ~~the~~Series ~~Company’s balance~~B-1 ~~sheet~~issued and outstanding.

On May 2, 2023, the Board approved an addendum to the Share Exchange Agreement previously entered into on August 1, 2022, between the Company, Metalanguage, and Saul Leal. The Addendum provided for the additional issuance of 2,946,074 shares of Series BF-1 Preferred Stock to Saul Leal as stock-based compensation. The shares were valued at $2,085,762 and recorded as stock-based compensation during the period issued. As of December 31, 2024 and 2023, there are 8,619,420 shares of Series B-1 issued and outstanding.15

~~F-12~~Common Stock Liability

During the year ended December 31, 2025, the Company granted the issuance of 28,000 common shares to three consultants for services rendered in prior years. The shares had a fair value of $17,360, which was recorded as stock-based compensation during the year ended December 31, 2025. As of December 31, 2025, the common shares were not physically issued to the equity holders and as such, the common shares were recorded as common stock liability on the statement of stockholder’s equity.

On December 1, 2024, the Company granted the issuance of 300,000 restricted common shares to an advisor. The restricted common shares vest in twelve months equal instalments. The restricted common shares had a fair value of $141,000, of which was recognized as stock-based compensation during the year ended December 31, 2025. As of December 31, 2025, the 300,000 restricted common shares were fully vested. As of December 31, 2025, the common shares were not physically issued to the equity holders and as such, the common shares were recorded as common stock liability on the statement of stockholder’s equity.

On August 1, 2025, the Company entered into a consultant agreement where the consultant will receive 7,000 common shares on a monthly basis beginning on the effective date of the agreement. On December 15,2025, the Company entered into an amendment to the consultant agreement to increase the number of monthly common shares to 14,000 common shares per month beginning on January 1, 2026. As of December 31, 2025, the Company granted the issuance of 35,000 common shares to the consultant. The shares had a fair value of $8,197, which was recorded as stock-based compensation during the year ended December 31, 2025. As of December 31, 2025, the common shares were not physically issued to the equity holders and as such, the common shares were recorded as common stock liability on the statement of stockholder’s equity.

On August 1, 2025, the Company entered into a consultant agreement where the consultant will receive 7,000 common shares on a monthly basis beginning on the effective date of the agreement. As of December 31, 2025, the Company granted the issuance of 35,000 common shares to the consultant. The shares had a fair value of $8,197, which was recorded as stock-based compensation during the year ended December 31, 2025. As of December 31, 2025, the common shares were not physically issued to the equity holders and as such, the common shares were recorded as common stock liability on the statement of stockholder’s equity.

On October 1, 2025, the Company granted the issuance of 120,000 restricted common shares to an advisor. The restricted common shares vest in twelve months equal instalments. The restricted common shares had a fair value of $32,280. The Company recognized $8,070 as stock-based compensation during the year ended December 31, 2025. As of December 31, 2025, 30,000 restricted common shares were vested. As of December 31, 2025, the common shares were not physically issued to the equity holders and as such, the common shares were recorded as common stock liability on the statement of stockholder’s equity.

On November 10, 2025, the Company entered into a service agreement where the Company will grant the issuance of 40,000 restricted common shares to the advisor on or before January 18, 2026. The Company granted the issuance of the restricted common shares on December 12, 2025. The restricted common shares were granted with a six month restriction period. The restricted common shares had a fair value of $9,196. The Company recognized $3,065 as stock-based compensation during the year ended December 31, 2025. As of December 31, 2025, 0 restricted common shares were vested.

On December 12, 2025, the Company granted the issuance of 1,800,000 common shares to two employees. The shares had a fair value of $342,000, which was recorded as stock-based compensation during the year ended December 31, 2025. As of December 31, 2025, the common shares were not physically issued to the equity holders and as such, the common shares were recorded as common stock liability on the statement of stockholder’s equity.

As of December 31, 2025, the total common stock liability was 2,228,000 shares of common stock.

F-16

Stock Warrants

During the year ended December 31, ~~2023~~2025, the Company issued ~~350~~6,000,000 common stock warrants in conjunction with ~~stock~~convertible ~~purchase~~secured promissory notes agreements. The warrants ~~have~~had a ~~5-year~~relative ~~term~~fair ~~and~~value anof ~~exercise~~$648,481, ~~price range~~which ~~from~~was ~~$1.00~~recorded -as ~~$2.00.~~a ~~The~~discount ~~common~~on ~~stock~~the ~~warrants~~note. ~~have~~The a relative fair value of ~~$72,785. The Company valued~~ the warrants was estimated using ~~the~~a ~~Black~~black-~~Scholes~~ scholes model with the ~~with the~~ following ~~range of key~~ assumptions: ~~Stock price $0.167 - $0.40, Exercise price $1.00 - $2.00, Term 5 years, Volatility 169.90% – 172.74% , Discount rate 3.91% – 4.27% and a Dividend yield of 0%.~~

~~The following table summarizes the stock warrant~~Schedule ~~activity~~of ~~for~~Fair ~~the~~Value ~~years~~of ~~ended~~Warrants ~~December~~Was ~~31,~~Estimated ~~2024~~Using ~~and~~a ~~2023:~~Black-Scholes Model

	Year Ended
	December 31, 2025
Fair value of common stock on measurement date		$0.16 per share
Risk free interest rate (1)		3.71	%
Volatility (2)		307.04	%
Dividend yield (3)		0	%
Expected term (in years)		5 years

(1)	The risk-free interest rate was determined by management using the market yield on U.S. Treasury securities with comparable terms as of the measurement date.
(2)	The trading volatility was determined by calculating the volatility of the Company’s peer group.
(3)	The Company does not expect to pay a dividend in the foreseeable future.

The following table summarizes the stock warrant activity for the years ended December 31, 2025 and 2024:

	Warrants			Weighted-Average Exercise Price Per Share
Outstanding, December 31, 2022		78,750		$	0.50
Outstanding, December 31, 2023		350,000		$	1.29
Granted		~~350,000~~–			~~1.29~~–
Exercised		–			–
Forfeited		–			–
Expired		~~(78,750~~–	)		~~0.50~~–
Outstanding, December 31, 2023		350,000			1.29
Outstanding, December 31, 2024		350,000			1.29
Granted		–6,000,000			–0.08
Exercised		–			–
Forfeited		–			–
Expired		–			–
Outstanding, December 31, 2024		350,000		$	1.29
Outstanding, December 31, 2025		6,350,000		$	0.15

As of December 31, ~~2024~~2025, the outstanding and exercisable warrants have a weighted average remaining term of 34.3170 with intrinsic value of $50966,000.

Stock Options

2025

On December 12, 2025, the board of directors approved the issuance of 1,050,000 option to employees, a director and an advisors. The options issued have a 5five-year term at an exercise price of $0.19. The options issued to the employees vest immediately on the date of issuance. The options issued to the director and the advisor vest in 12 months instalments beginning on the date of issuance. The total fair value of these option grants at issuance was $131,135. The Company valued the stock options using the Black-Scholes model with the following key assumptions: Stock price $0.19, Exercise price $0.19, Term 2.5-3.0 years, Volatility 99.34%-117.91% and Discount rate 3.73%.

2024

On January 24, 2024, the board of directors approved the issuance of 750,000 options to a director. The options have a ~~ten~~10ten-year term at an exercise price of $0.51 and vest in 4 equal annual instalments beginning one year from the issuance date. The total fair value of these option grants at issuance was $368,386. The Company valued the stock options using the Black-Scholes model with the following key assumptions: Stock price $0.51, Exercise price $0.51, Term 6.25 years, Volatility 162.68% and Discount rate 4.14%.

~~On August 5, 2024, the board of directors approved the issuance of 100,000 options to an employee. The options have a five~~F-year term at an exercise price of $0.51. The options vest as follows: (i) 50,000 options will become vested and exercisable with respect to 3,125 shares on December 31, 2024, and 3,125 shares at the end of each calendar quarter for years 2025, 2026, 2027, and ending on September 30, 2028, until the 50,000 Options are 100% vested (ii) 12,500 Options will vest over four years on an annual basis when the Participant exceeds annual sales objectives established by the Company for years 2025, 2026, 2027, and 2028, for a total of 50,000 Options. Participant’s sales objectives for the following calendar year will be set by November 15 of the prior year. The total fair value of these option grants at issuance was $43,894. The Company valued the stock options using the Black-Scholes model with the following key assumptions: Stock price $0.51, Exercise price $0.51, Term 3.75 and 5 years, Volatility 120.76% and 167.38% and Discount rate 3.62%.17

On August 195, 2024, the board of directors approved the issuance of 100,000 options to an employee. The options have a ~~five~~5five-year term at an exercise price of $0.51. The ~~Option~~options vest as follows: (i) 50,000 options will become vested and exercisable with respect to 73,~~500~~ 125 shares on December 31, 2024, and 73,~~500~~125 shares at the end of each calendar quarter for years 2025, 2026, 2027, and ending on September 30, 2028, until the 50,000 Options are 100% vested (ii) 12,500 Options will vest over four years on an annual basis when the Participant exceeds annual sales objectives established by the Company for years 2025, 2026, 2027, and 2028, for a total of 50,000 Options. Participant’s sales objectives for the following calendar year will be set by November 15 of the prior year. The total fair value of these option grants at issuance was $5243,~~021~~894. The Company valued the stock options using the Black-Scholes model with the following key assumptions: Stock price $0.5751, Exercise price $0.5751, Term 3.75 and 5 years, Volatility ~~117~~120.2776% and 167.38% and Discount rate 3.7562%.

FOn August 19, 2024, the board of directors approved the issuance of 100,000 options to an employee. The options have a 5five-13year term at an exercise price of $0.51. The Option will become vested and exercisable with respect to 7,500 shares on December 31, 2024, and 7,500 shares at the end of each calendar quarter for years 2025, 2026, 2027 and ending on September 30, 2028. The total fair value of these option grants at issuance was $52,021. The Company valued the stock options using the Black-Scholes model with the following key assumptions: Stock price $0.57, Exercise price $0.57, Term 3.75 years, Volatility 117.27% and Discount rate 3.75%.

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

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

~~During~~The following ~~the~~table ~~year~~summarizes ~~ended~~the ~~December~~stock ~~31,~~option ~~2024,~~activity for the ~~Company recognized~~years ~~$404,791~~ended ofDecember ~~expense~~31, ~~related~~2025 toand ~~outstanding stock options.~~2024:

2023

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

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

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

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

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

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

F-14

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

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

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

	Options			Weighted-Average Exercise Price Per Share
Outstanding, December 31, 2022		–		$	–
Outstanding, December 31, 2023		3,645,000		$	0.43
Granted		3,370,000			0.43
Exercised		–			–
Forfeited		–			–
Expired		(125,000	)		0.40
Outstanding, December 31, 2023		3,645,000			0.43
Granted		2,170,000			0.46
Exercised		–			–
Forfeited		(1,400,000	)		0.33
Expired		–			–
Outstanding, December 31, 2024		4,415,000		$	0.46
Exercisable, December 31, 2024		1,008,125		$	0.45
Granted		1,050,000			0.19
Exercised		–			–
Forfeited		–			–
Expired		–			–
Outstanding, December 31, 2025		5,465,000		$	0.41
Exercisable, December 31, 2025		912,744		$	0.40

~~As of December 31, 2024 the outstanding and exercisable options have a weighted average remaining term of 5.00 with $757,606 intrinsic value.~~F-18

During the year ended December 31, 2025, the Company recognized $392,585 of expense related to outstanding stock options. During the year ended December 31, 2024, the Company recognized $404,791 of expense related to outstanding stock options. As of December 31, 2025, the un-recognized stock compensation was $665,593. As of December 31, 2025, the outstanding and exercisable options have a weighted average remaining term of 3.37.

Note 8: Commitments and Obligations

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

Effective October 31, 2025, Rowland W. Day II resigned from his positions as President, Chief Financial Officer, Secretary, Chief Legal Officer, and as a member of the Board of Directors of the Company. On October 31, 2025, the Company entered into (i) a Confidential General Release and Settlement Agreement with Rowland W. Day II, the Company’s former President, Chief Financial Officer, Secretary, Chief Legal Officer, and a member of the Board of Directors (the “Settlement Agreement”), and (ii) a related Stock Repurchase Agreement with the Rowland W. Day II and Jaimie D. Day Family Trust under declaration dated April 13, 1990 (the “Stock Repurchase Agreement” and together with the Settlement Agreement, the “Agreements”). The Agreements were approved by the Company’s Board of Directors on November 3, 2025. In connection with his resignation, the Company agreed to enter into a Stock Repurchase Agreement providing for repurchase by the Company from the Trust of 4,309,710 shares of the Company’s Series B-1 Preferred Stock and 307,647 shares of common stock, at per-share prices ranging from $0.605-$0.66 for the preferred shares and $0.055-$0.06 for the common shares, depending on the repurchase date. The purchase was to occur on or around March 27, 2026 (the “Expiration Date”). On March 26, 2026, the Company entered into an amendment to the Stock Repurchase Agreement pursuant to which the Expiration Date was extended to April 10, 2026. As part of the extension of the settlement date, the Company is to pay an additional $100,000 to Rowland as an extension fee. If the Company does not complete the stock repurchase by the stated deadline, the parties may pursue remedies available under the Stock Repurchase Agreement.

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

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

F-1519

On October 8, 2024, the Company entered into an OEM Agreement (the “Agreement”) with inContact, Inc. (“inContact”), a Delaware corporation. inContact is an affiliate of NICE Ltd., a company incorporated in Israel, whose shares are traded on the Tel Aviv Stock Exchange and whose American Depositary Shares are traded on the Nasdaq Global Select Market. NICE is one of the largest customer service companies in the world. Pursuant to the Agreement, inContact will distribute and sell the Company’s OEM solutions, consisting of over-the-phone consecutive AI language translation solutions to customers and inContact will pay fees to the Company based on usage of the Company’s OEM solutions. The agreement has an initial term of three years and will automatically renew for additional periods of one year. Additionally, the Company will continue to provide support to NICE for a period of five years following termination or expiration of the agreement. The agreement also has an exclusivity period of eighteen months. During the exclusivity period, NICE shall not develop or make its own native over-the-phone consecutive AI language translation solution, nor shall NICE OEM a competitive over-the-phone consecutive AI language translation solution, where such solution is embedded within the NICE Product. Upon execution of the agreement, the Company received $700,000 from NICE as a credit balance for future service. As of December 31, ~~2024~~2025, the Company recognized $448,804 of the credit balance as revenue and expects to recognize all the unsatisfied performance obligations as revenue in the ~~following~~next ~~twelve~~five months.

Note 9. Income Tax

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

	Year Ended			Year Ended
	December 31,			December 31,
	2024			2023
	2025			2024
Income tax benefit computed at the statutory rate	$	~~965~~806,000		$	1965,~~291,~~000
Tax effect of:
True-up and non-deductible expenses		(~~422~~183,000	)		1(422,~~952,~~000
Change in valuation allowance		(~~543~~623,000	)		(3543,~~243,~~000	)
Provision for income taxes	$	–		$	–

The Company adopted ASC 2023-09 during the year ended December 31, 2025 prospectively. A reconciliation setting forth the differences between the effective tax rates and the U.S. federal statutory tax rate is as follows:

	Amount			Rate
	Year Ended December 31, 2025
	Amount			Rate
US federal statutory tax rate	$	806,000			21.0	%
Changes in valuation allowances		(623,000	)		-16.2	%
Non-taxable or non-deductible items		(183,000	)		-4.8	%
Effective income tax rate	$	–			0	%

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

	As of			As of
	December 31,			December 31,
	2024			2023
	2025			2024
Deferred income tax assets
Net operating losses	$	4,~~069~~691,000		$	34,~~525~~069,000
Valuation allowance		(4,~~069~~691,000	)		(34,~~525~~069,000	)
Net deferred income tax assets	$	–		$	–

~~The Company has an operating loss carry forward of approximately $19,375,000.~~F-20

As of December 31, 2025, the Company currently has net operating loss carry forwards of approximately $22,340,000.

Note 10. Subsequent Events

In On December ~~2024~~16, ~~The~~2025, the Company ~~entered~~issued ~~into~~0% ~~employment~~interest convertible notes payable to a the director nominee in exchange for $200,000. The funds ~~agreements~~were ~~with~~available Mrto the Company on January 13, 2026. ~~Leal~~The convertible notes mature six months following that date of issuance and Mrdo not accrue interest. ~~Day,~~The ~~each~~note ofis ~~which~~convertible ~~will~~into ~~become~~common ~~effective~~shares as offollows: (i) on the ~~effective~~next ~~date~~equity offinancing conversion: the ~~registration~~principal ~~statement~~balance on each ~~Form~~note ~~S-1~~will inconvert ~~connection~~into ~~with~~shares upon the ~~Company’s~~closing ~~planned~~of ~~public~~the ~~offering~~next equity financing. The number of ~~its~~conversion shares. the Company issues ~~Pursuant~~upon tosuch ~~the~~conversion ~~employment~~will ~~agreements,~~equal ~~Mr.~~the ~~Day~~quotient ~~has~~obtained ~~agreed~~by todividing ~~serve~~(x) asthe ~~President,~~outstanding ~~Chief~~principal ~~Financial~~balance ~~Officer,~~under ~~Secretary,~~each ~~Chief~~converting ~~Legal~~note ~~Officer~~on ~~and~~the ~~Chairman~~closing date of the ~~Board~~next ofequity financing by (y) the ~~Company~~applicable ~~and~~conversion ~~Mr.~~price ~~Leal~~of ~~has~~the ~~agreed~~product toof ~~serve~~(x) as100% ~~Chief~~less ~~Executive~~the ~~Officer~~discount of 25% and as(y) athe ~~Director~~lowest ~~for~~per ~~five~~share ~~years from~~purchase price of the ~~effective~~equity ~~date~~securities issued in ~~consideration~~the ~~for~~next anequity ~~annualized~~financing; ~~salary~~and/or (ii) corporate transaction conversion: at the closing of ~~$300~~a major corporate transaction,~~000,~~ ~~payable~~the innote ~~regular~~will ~~installments~~convert ininto ~~accordance~~that ~~with~~number of conversion shares equal to the ~~usual~~quotient ~~payment~~obtained ~~practices~~by dividing (x) the outstanding principal balance of such note on the ~~Company.~~closing ~~The~~of ~~employment~~such ~~agreements~~corporate ~~contemplate~~transaction ~~annual~~by ~~bonus~~(y) the ~~awards~~applicable ~~based~~conversion onprice of the ~~achievement~~product of ~~performance objectives~~(x) 100% less the discount of 25% and ~~targets~~(y) ~~established~~the ~~annually~~volume byweighted average trading price on the ~~Board~~date that is ten days immediately prior to the closing date of ~~Directors~~the corporate transaction; and/or ~~possible~~(iii) ~~additional~~at ~~bonuses~~any ~~for~~time ~~services~~on ~~and~~or ~~results~~after the ~~achieved~~maturity date, each note will convert into that number of conversion shares equal to the quotient obtained by dividing (x) the outstanding principal balance of the note on the date of such conversion by ~~Mr.~~(y) ~~Day~~the applicable conversion price of the product of (x) 100% less the discount of 25% and ~~Mr.~~(y) ~~Leal~~the volume weighted average trading price on the date that is ten days immediately prior to the maturity date.

InOn January ~~February~~27, ~~2025~~2026, the Company ~~issued~~entered ~~convertible notes~~into ~~payable~~a topromissory ~~two~~note ~~investors~~agreement ~~in exchange~~ for $~~250~~80,000. ~~The~~with ~~convertible~~Roy ~~notes~~Chestnutt, ~~mature~~Company’s ~~six months following that date of issuance and do not accrue interest~~Director. The notes are convertible into common shares as follows: (i) on the next equity financing conversion: the principal balance on each note will convert into shares upon the closing of the next equity financing. The number of conversion shares the Company ~~issues~~recognized ~~upon~~debt such conversion will equal the quotient obtained by dividing (x) the outstanding principal balance under each converting note on the closing date of the next equity financing by (y) the applicable conversion price of the product of (x) 100% less the discount of ~~25%~~ ~~and~~$1,612 ~~(y) the lowest per share purchase price of the equity securities issued in the next equity financing; and/or (ii) corporate transaction conversion:~~ at the ~~closing~~issuance of ~~a major corporate transaction,~~ the note. ~~will~~Pursuant ~~convert into that number of conversion shares equal~~ to the ~~quotient~~ ~~obtained~~agreement, ~~by dividing (x)~~ the ~~outstanding~~interest ~~principal balance of such note~~ on the ~~closing~~promissory ofnote ~~such corporate transaction by (y) the~~shall ~~applicable~~equal ~~conversion~~to ~~price~~16,000 ofshares ~~the product~~ of ~~(x)~~restricted ~~100%~~common ~~less~~stock ~~the discount~~ of ~~25% and (y)~~ the ~~volume~~Company. ~~weighted~~Both ~~average trading price on~~ the ~~date~~ ~~that~~principal isbalance ~~ten~~and ~~days immediately prior to~~ the ~~closing~~shares ~~date~~are ofpayable ~~the corporate transaction; and/or (iii) at any time~~ on orFebruary ~~after the maturity date~~1, 2026. ~~each~~As ~~note will convert into that number~~ of ~~conversion~~February ~~shares~~1, ~~equal~~2026, to the ~~quotient~~Company ~~obtained~~paid ~~by dividing (x)~~ the ~~outstanding~~ principal balance of ~~the~~$80,000 ~~note on the date of such conversion by (y) the applicable conversion price of the product of (x) 100% less the discount of 25%~~ and ~~(y)~~issued the ~~volume~~16,000 ~~weighted~~common ~~average~~shares ~~trading~~for ~~price on~~ the ~~date~~accrued ~~that is ten days immediately prior to the maturity date~~interest. ~~The Company evaluated the conversion feature and determined that no embedded derivative liability existed on the issuance dates.~~

~~F-16~~On February 2, 2026, the Company’s Chief Executive Officer advanced the Company $25,000 to be used for operating expenditures. The advance is due on demand and accrues interest at a rate of 14%. On April 10, 2026, the Company repaid $5,000 on the advance.

On February 63, ~~2025~~2026, the Company ~~issued~~entered ainto ~~convertible note payable to~~ a ~~related party, Roy Chestnutt, director and audit committee member, in exchange for $50,000. The convertible notes mature~~stock six months following that date of issuance and do not accrue interest. The notes are convertible into common shares as follows: (i) on the next equity financing conversion: the principal balance on each note will convert into shares upon the closing of the next equity financing. The number of conversion shares the Company issues upon such conversion will equal the quotient obtained by dividing (x) the outstanding principal balance under each converting note on the closing date of the next equity financing by (y) the applicable conversion price of the product of (x) 100% less the discount of 25% and (y) the lowest per share purchase ~~price~~agreement offor the ~~equity~~issuance ~~securities issued in the next equity financing; and/or (ii) corporate transaction conversion: at the closing~~ of ~~a major corporate transaction~~1, the note will convert into that number of conversion shares equal to the quotient obtained by dividing (x) the outstanding principal balance of such note on the closing of such corporate transaction by (y) the applicable conversion price of the product of (x) 100% less the discount of 25% and (y) the volume weighted average trading price on the date that is ten days immediately prior to the closing date of the corporate transaction; and/or (iii) at any time on or after the maturity date388,889 ~~each~~common ~~note~~stock ~~will~~for ~~convert~~a ~~into~~net ~~that~~proceed ~~number~~ of conversion shares equal to the quotient obtained by dividing (x) the outstanding principal balance of the note on the date of such conversion by (y) the applicable conversion price of the product of (x) 100% less the discount of 25% and (y) the volume weighted average trading price on the date that is ten days immediately prior to the maturity date$250,000. ~~The Company evaluated the conversion feature and determined that no embedded derivative liability existed on the issuance dates.~~

~~On February 24, 2025 and February 26, 2025, the~~Pursuant ~~Company issued convertible notes payable~~ to ~~two~~the ~~related~~October ~~parties~~31, ~~sons~~2025 of Manoel Amorim, an independent director nominee, in aggregate principal amount of $50,000. The convertible notes mature six months following that date of issuance and do not accrue interest. The notes are convertible into common shares as follows: (i) on the next equity financing conversion: the principal balance on each note will convert into shares upon the closing of the next equity financing. The number of conversion shares the Company issues upon such conversion will equal the quotient obtained by dividing (x) the outstanding principal balance under each converting note on the closing date of the next equity financing by (y) the applicable conversion price of the product of (x) 100% less the discount of 25% and ~~(y)~~warrant ~~the lowest per share~~ purchase ~~price~~ ofagreements, ~~the~~on ~~equity~~February ~~securities~~11, ~~issued in the next equity financing; and/or (ii) corporate transaction conversion: at the closing of a major corporate transaction~~2026, the ~~note~~Company ~~will~~entered ~~convert~~ into ~~that~~two ~~number~~and ofamendment ~~conversion shares equal~~ to the ~~quotient obtained by dividing (x)~~ ~~the outstanding principal balance of such~~ note ~~on the closing of such corporate transaction by (y) the applicable conversion price of the product of (x) 100% less the discount of 25%~~ and ~~(y)~~warrant ~~the~~purchase ~~volume~~agreements ~~weighted~~where ~~average trading price on~~ the ~~date~~lenders ~~that~~loaned isan ~~ten~~additional ~~days immediately~~$200,000. ~~prior~~Pursuant to the ~~closing~~amended ~~date~~agreement, of the ~~corporate~~interest ~~transaction; and/or (iii) at any time~~ on ~~or after~~ the ~~maturity~~promissory ~~date, each~~ note ~~will~~shall ~~convert into that number of conversion shares~~ equal to ~~the quotient obtained by dividing (x) the outstanding principal balance of the note on~~125,000 ~~the~~shares ~~date~~ of ~~such~~common ~~conversion~~stock ~~by (y) the applicable conversion price~~ of the ~~product~~Company offor ~~(x)~~each ~~100%~~note. ~~less~~Both the principal ~~discount~~balance ~~of 25%~~ and ~~(y)~~ the ~~volume weighted~~shares ~~average~~are ~~trading~~payable ~~price~~ on ~~the~~February ~~date~~26, ~~that~~2026. isIf ~~ten~~the ~~days~~loans ~~immediately~~were ~~prior~~note torepaid ~~the~~when ~~maturity~~mature, ~~date.~~the ~~The~~ Company ~~evaluated~~will ~~the conversion~~issued ~~feature~~an ~~and~~additional ~~determined~~125,000 shares ~~that~~of nocommon ~~embedded~~stock ~~derivative~~for ~~liability~~each ~~existed on the issuance dates~~note.

On March ~~February 27~~9, ~~2025~~2026, ~~Rowland~~the ~~Day~~board ~~agreed~~of todirectors ~~extend~~ approved the ~~maturity~~issuance ~~date~~of on800,000 ~~all~~ of ~~his~~Preferred ~~outstanding~~B ~~secured~~Stock ~~promissory~~to ~~notes~~the ~~payable~~Company’s toChief ~~April~~Executive ~~11,~~Officer as ~~2025~~a performance-based bonus.

~~F-17~~On March 20, 2026, the Company entered into a stock purchase agreement for the issuance of 833,334 common stock for a net proceed of $100,000.

On March 23, 2026, the Company entered into a stock purchase agreement for the issuance of 2,083,334 common stock for a net proceed of $250,000.

On March 26, 2026, the Company entered Secured Promissory Note Agreements with two investors for their purchase of (i) 14% secured promissory notes of the Company in the aggregate original principal amount of $700,000 payable on April 17, 2026 and (ii) 5-year warrants to purchase 3,300,000 shares of the Company’s common stock at an exercise price of $0.08. The proceeds are to used to purchase the shares held by Rowland Day as part of the Stock Purchase Agreement. Should the Company default on repayment for the note in full by the maturity date, the Common shall issue to the holders a total of 8,750,000 shares of the Company’s common stock. The Company’s obligations under the Notes are secured by a security interest in certain property granted by the Company for the benefit of Holders pursuant to the terms of a Security Agreement dated October 31, 2025, between the Company and the Holders and a Patent Security Agreement dated October 31, 2025, between the Company and Holders.

On April 8, 2026, the Company entered into a Master Reseller Agreement for an initial term of three-years. Upon execution of the agreement, the Company received $3,000,000 as a credit balance for future service.

On March 26, 2026, the Company entered into an amendment to the Stock Repurchase Agreement pursuant to which the Expiration Date was extended to April 10, 2026. As part of the extension of the settlement date, the Company is to pay an additional $100,000 to Rowland as an extension fee. As of April 10, 2026, the Company purchased 4,166,667 shares of the Company’s Series B-1 Preferred Stock held by Rowland at a price of $0.66 per Series B-1 Preferred share for a total cash consideration of $2,750,000.

F-21

Item 9.

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

None.

Item 9A.

Evaluation of Disclosure Controls and Procedures.

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

As required by paragraph (b) of Rules 13a-15 or 15d-15 under the Exchange Act, our management, with the participation of our chief executive officer (our principal executive officer) and our chief financial officer (our principal financial officer and principal accounting officer) evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this annual report, being December 31, ~~2024~~2025.

Based on this evaluation, these officers concluded that, as of December 31, ~~2024~~2025 these disclosure controls and procedures were not effective to ensure that the information required to be disclosed by our company in reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities Exchange Commission. The conclusion that our disclosure controls and procedures were not effective was due to Company’s lack of pre-planning for expenses and documentation of all transactions.

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

Management’s Annual Report on Internal Control over Financial Reporting

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

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

22Under the supervision of our chief executive officer, being our principal executive officer, and our chief financial officer, being our principal financial officer and principal accounting officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2025 using the criteria established in Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation. Based on this evaluation, our management concluded our internal control over financial reporting were not effective as of December 31, 2025.

Under the supervision of our chief executive officer, being our principal executive officer, and our chief financial officer, being our principal financial officer and principal accounting officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2024 using the criteria established in Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation. Based on this evaluation, our management concluded our internal control over financial reporting were not effective as of December 31, 2024.25

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a more than remote possibility that a misstatement of our company’s annual or interim financial statements could occur. In its assessment of the effectiveness of our internal control over financial reporting as of December 31, ~~2024~~2025, we determined that there were control deficiencies that constituted material weaknesses which are indicative of many small companies with small staff, such as:

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

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

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

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

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

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

Item 9B.

Other Information.

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

Item 9C.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

2326

PART III

Item 10.

Directors, Executive Officers and Corporate Governance

The following table sets forth certain information of our officers and directors, as of December 31, ~~2024~~2025.

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

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

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

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

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

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

2427

Non-Employee Directors

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

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

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

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

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

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

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

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

Non-Employee Director Compensation

Non-Employee Director Compensation Policy

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

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

Delinquent Section 16(a) Reports

~~fof~~Section 16(a) of the Exchange Act requires our directors and executive officers and persons who own more than 10% of our common stock to file with the SEC initial reports of beneficial ownership and reports of changes in beneficial ownership. Officers, directors, and stockholders who own more than 10% of our Class A common stock are required by SEC regulations to furnish us with copies of all such reports.

To our knowledge, based solely on a review of the copies of such reports furnished to us and written representations that no other reports were required, we believe that for fiscal year ~~2023~~2025 all required reports were filed on a timely basis under Section 16(a), other than one initial ~~reports~~report for each of Saul Leal, Rowland Day and Thomas Hogan. We are working to remedy these delinquent filings.

Item 11.

Executive Compensation

~~This~~The following ~~section~~table ~~describes~~provides ~~our~~details ~~compensation~~with ~~program for~~respect ~~our~~to ~~named~~the ~~executive~~total ~~officers~~compensation (“of our NEOs”) ~~for~~during the fiscal years ended December 31, ~~2024~~2025 and ~~2023~~ 2024. Our NEOs are: (a) each person who served as our Chief Executive Officer during 2025, (b) the next two most highly compensated executive officers serving as of December 31, 2025 whose total compensation exceeded $100,000 and (c) any person who could have been included under (b) except for the fact that such persons were not an executive officer on December 31, 2025.

● Rowland W. Day, II – President, Chief Financial Officer, Secretary and Chairman of the Board ● Saul I. Leal - Chief Executive Officer, Director

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

Summary Compensation Table

Name and Principal Position	Fiscal Year		Salary ($)		Bonus ($)		Stock Awards ($)		Restricted Stock Awards ($)		Option Awards ($)		Non Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Rowland W. Day, II (President, Chief Financial Officer, Secretary and Chairman of the Board)		2024		240,000		-		-		-		-		-		-		-		240,000
Rowland W. Day, II (Former President, Chief Financial Officer, Secretary and Chairman of the Board)(1)		2025		240,000		-		-		-		-		-		-		-		240,000
		2023		180,000		-		-		-		-		-		-		-		180,000
		2024		240,000		-		-		-		-		-		-		-		240,000
Saul I. Leal (Chief Executive Officer and Director)		~~2024~~2025		240,000		-		-		-		-		-		-		-		240,000
		2023		180,000		-		-		-		-		2,218,722(1)		-		-		180,000
		2024		240,000		-		-		-		-		-		-		-		240,000

(1) Effective OnOctober ~~May~~31, 22025, ~~2023~~Rowland W. Day II resigned from his positions as President, Chief Financial Officer, Secretary, Chief Legal Officer, and as a member of the Board ~~approved~~ anof ~~addendum~~Directors toof the ~~Share~~Company. ~~Exchange~~On ~~Agreement~~October ~~previously~~31, 2025, the Company entered into on(i) ~~August~~a Confidential 1,General ~~2022,~~Release ~~between~~and Settlement Agreement with Rowland W. Day II, the Company’s former President, ~~Metalanguage~~Chief Financial Officer, Secretary, Chief Legal Officer, and ~~Saul~~ ~~Leal.~~a ~~The~~member ~~Addendum~~of ~~provided~~the ~~for~~Board ~~additional~~of ~~stock-based~~Directors ~~compensation~~(the to“Settlement beAgreement”), ~~paid~~and to(ii) ~~Mr.~~a related ~~Leal~~Stock inRepurchase ~~connection~~Agreement with the ~~Company’s acquisition~~Rowland ofW. ~~Metalanguage~~Day ~~from~~II Mrand Jaimie D. ~~Leal~~Day ~~and~~Family inTrust ~~consideration~~under ofdeclaration ~~Mr.~~dated ~~Leal’s~~April ~~importance~~13, in1990 (the ~~continuing~~“Stock toRepurchase ~~lead~~Agreement” and ~~expand~~together with the Settlement Agreement, the “Agreements”). The Agreements were approved by the Company’s ~~business~~ Board of Directors on aNovember ~~post-acquisition~~3, ~~basis~~2025. ~~The~~In ~~Addendum~~connection ~~provided~~with ~~for~~his resignation, the Company ~~additional~~made ~~issuance~~payments to Mr. Day in the amount of 1$917,~~772,800~~966.43 ~~shares~~in satisfaction of ~~common~~outstanding ~~stock~~loans ~~with~~and areimbursable ~~fair~~credit card ~~value~~balances owed to him and a payment in the amount of $~~132~~408,~~960~~486.01 ~~and~~for accrued salary. In connection with his resignation, the ~~issuance~~Company agreed to enter into a Stock Repurchase Agreement providing for repurchase by the Company from the Trust of 24,~~946~~309,~~074~~710 shares of the Company’s Series B-1 Preferred Stock toand ~~Saul~~307,647 ~~Leal~~shares of common stock, ~~which~~at ~~was~~per-share ~~recorded~~prices asranging ~~stock~~from $0.605-~~based~~$0.66 for the ~~compensation~~preferred ~~during~~shares and $0.055-$0.06 for the ~~period~~common ~~issued~~shares, ~~and~~depending ~~expensed~~on ~~immediately~~the repurchase date. The ~~shares~~purchase ofwas ~~common~~to ~~stock~~occur ~~were~~on ~~valued~~or ataround March $027, 2026 (the “Expiration Date”).~~075~~ On March 26, 2026, the ~~closing~~Company ~~price~~entered ofinto an amendment to the Stock Repurchase Agreement pursuant to which the ~~Company’s~~Expiration ~~stock~~Date onwas ~~May~~extended 2to April 10, ~~2023~~2026. ~~The~~As ~~2,946,074~~part ~~shares~~of the extension of ~~Series~~the ~~B-1~~settlement ~~Preferred~~date, ~~Stock~~the Company ~~issued~~is to ~~Mr.~~pay ~~Leal~~an ~~pursuant~~additional $100,000 to ~~the~~Rowland ~~Addendum were~~as ~~valued~~an atextension $2fee. As of April 10,~~085~~ 2026,~~762.~~ ~~The~~the Company purchased 4,166,667 shares ~~issued~~of tothe ~~Mr.~~Company’s ~~Leal~~Series ~~were~~B-1 ~~not~~Preferred ~~issued~~Stock ~~under~~held ~~the~~by ~~2023~~Rowland ~~Equity~~at ~~Incentive~~a ~~Plan~~price asof it$0.66 ~~had~~per ~~not~~Series ~~yet~~B-1 ~~been~~Preferred share for a ~~adopted~~total cash consideration of $2,750,000.

Compensation of Executive Officers

~~The Company previously accrued $15,000 of salary~~On ~~per~~January ~~month for Rowland Day~~1, ~~Chief Executive Officer (“CEO”)~~2025, ~~with interest at 5% per annum on~~ the ~~CEO’s~~Company ~~accrued~~agreed ~~salary. On~~to ~~March~~compensate ~~25, 2021,~~ Mr. ~~Day~~Leal ~~agreed to forego and cancel the Corporation’s obligation to pay his accrued salary of~~ $120,~~553,~~000 ~~and accrued~~per ~~interest~~month offor ~~$301,053~~his ~~which was recorded to additional paid in capital~~service. ~~Mr.~~During ~~Day~~the ~~resigned~~years asended ~~CEO~~December ~~effective August 1~~31, ~~2022~~2025, and ~~remained as~~2024, the ~~Chairman~~Company ofrecognized ~~the Board~~$480,000 ~~President, Chief Financial Officer, and Secretary~~ of ~~the~~salary ~~Company~~expense. OnAs ~~August~~of 1December 31, ~~2022~~2025, ~~Saul Leal as appointed as CEO~~ and ~~as a director. On September 1~~2024, ~~2022,~~ the Company ~~agreed~~accrued ~~to compensate Mr. Leal and Mr. Day each~~ $1597,000 ~~per~~and ~~month for their~~$364,500 ~~services.~~of Onsalary ~~January 1~~expense, ~~2024,~~with ~~the~~accrued ~~Company~~interest ~~agreed~~of to$12,306 ~~compensate Mr. Leal~~ and ~~Mr. Day each~~ $2023,~~000~~121, ~~per month for their services~~respectively.

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

Compensation of Directors

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

The table below sets forth the compensation of the Company’s non-employee directors for ~~2024~~2025.

Name Fees Earned or Paid in Cash ($) Stock Awards ($) Option Awards ($) Non-Equity Incentive Plan Compensation ($) All Other Compensation ($) Total ($) f - - - - - -

Name

Fees Earned or Paid in Cash ($)

Stock Awards ($)

Option Awards ($)(1)

Non-Equity Incentive Plan Compensation ($)

All Other Compensation ($)

Total ($)

Roy Chestnutt

(1) Mr. Chestnutt has options to purchase 750,000 shares of the Company’s common stock, vesting over a four-year period from January ~~2024~~2025.

2629

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

The following table sets forth, as of December 31, ~~2024~~2025, the number of shares of common stock and preferred stock owned of record and beneficially by our executive officers, directors, and persons who beneficially own more than 5% of any class of our capital stock.

Names of All Officers, Directors, and Control Persons	Affiliation with Company (e.g. Officer Title/Director/Owner of More than 5%)	Residential Address	Number of Shares Owned	Share Type/Class	Ownership Percentage of Class Outstanding
Rowland W. Day, II	President, CFO, and Director	2510 East Sunset Road, Suite 5-837, Las Vegas, NV 89120	2,442,800 Common and 4,309,710 Series B-1 Preferred*	Common and Series B-1 Preferred	6.464% of the Common and 50% of the Series B-1 Preferred
Saul Leal	Chief Executive Officer and Director	2510 East Sunset Road, Suite 5-837, Las Vegas, NV 89120	2,142,800 Common And 4,309,710 Series B-1 Preferred of which 1,363,638 Series B-1 Preferred are held in escrow*	Common and Series B-1 Preferred	5.670% of the Common and 50% of the Series B-1 Preferred
AOS Holdings, LLC	Owner of More than 5%	4310 Guion Rd. Indianapolis, IN 46032	2,666,667	Common	7.056%
Elizabeth Chlipala	Owner of More than 5%	1 Paragon Dr. Ste 275 Montvale, NJ 07645	3,575,782	Common	9.462%
Nicholson Family Trust	Owner of More than 5%	36 Palazzo, Newport Beach, CA 92660	167	Series A Preferred**	8.075%
Melinda Owen Bass	Owner of More than 5%	4403 Homewood	667	Series A Preferred**	32.253%
Clayton Walls	Owner of More than 5%	5055 Addison Cir., PH 711, Addison, TX 75001	668	Series A Preferred**	32.302%
Donald Bailey Holmes	Owner of More than 5%	111 Dahlia Pass, Spring Branch, TX 78070	167	Series A Preferred**	8.075%
Gregory K. Bell & Annette Bell JTWROS	Owner of More than 5%	P.O. Box 1886, Forney, TX 75126	134	Series A Preferred**	6.480%
Collective Management Ownership	Officers and Directors	2510 East Sunset Road, Suite 5-837, Las Vegas, NV 89120	4,585,600 Common and 8,619,420 Series B-1 Preferred	Common and Series B-1 Preferred	11.734% of the Common and 100% of the Series B-1 Preferred

Beneficial ownership is determined based on the rules and regulations of the Commission as defined in Rule 13d-3 of the Exchange Act. A person has beneficial ownership of shares if such individual has the power to vote and/or dispose of shares. This power may be sole or shared and direct or indirect. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock that are subject to RSUs, options or warrants held by that person and exercisable as of, or within 60 days of, the date of this prospectus are counted as outstanding. These shares, however, are not counted as outstanding for the purposes of computing the percentage ownership of any other person(s). Except as may be indicated in the footnotes to this table and pursuant to applicable community property laws, each person named in the table has sole voting and dispositive power with respect to the shares of common stock set forth opposite that person’s name. The inclusion of shares in the table does not, however, constitute an admission that the named stockholder is a direct or indirect beneficial owner of those shares. Unless otherwise indicated, (i) each person or entity named in the table has sole voting power and investment power (or shares that power with that person’s spouse) with respect to all shares of capital stock listed as owned by that person or entity, and (ii) the address of each person or entity named in the table is c/o OneMeta Inc. 450 South 400 East, Suite 200, Bountiful, Utah 84010.

*EachThe ~~share~~percentage of ~~Series~~shares beneficially ~~B-1~~owned ~~Preferred~~is ~~Stock~~computed ~~shall be~~on ~~convertible, at~~ the ~~option~~basis of ~~the holder~~38,890,943 atshares ~~a rate~~ of ~~eleven~~our ~~(11)~~common ~~shares~~stock ofissued ~~Common~~and ~~Stock~~outstanding ~~for~~as ~~each share~~ of ~~Series~~December ~~B-1~~31, ~~Preferred~~2025 ~~Stock,~~ and all ~~holders~~ of the ~~Series~~preferred ~~B-1~~stock ~~Preferred~~should ~~Stock shall~~ be ~~entitled~~presented toas ~~3.2~~common ~~times~~stock ~~the number of votes~~ on ~~all~~an ~~matters~~as ~~submitted~~converted ~~to the shareholders, that is equal to the number of shares of Common Stock into which such holder’s shares of Series B-1 Preferred Stock are convertible~~basis.

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

Beneficial Owner	Number of Shares Beneficially Owned			Percentage of common stock Beneficially Owned
Directors and Executive Officers		49,849,610	(1)		37.28	%
Rowland W. Day, II (Former President, Chief Financial Officer, Secretary and Chairman of the Board)
Saul I. Leal (Chief Executive Officer and Director)		49,549,610	(1)		37.06	%

5% or greater stockholders
-

All current executive officers and directors as a group (4 persons)

27(1) Include a total of 8,619,420 Series B-1 Convertible Preferred Stock. Each Series B-1 Convertible Preferred Stock is convertible on a 1 to 11 common share basis.

2023 Equity Incentive Plan

General

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

Description of the 2023 Equity Incentive Plan

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

2932

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

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

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

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

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

Tax Withholding

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

The table below sets forth certain information regarding our OneMeta Inc. 2023 Equity Compensation Plan as of December 31, ~~2024~~2025.

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

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

3033

Item 13.

Certain Relationships and Related Transactions, and Director Independence

Expense paid on the Company’s behalf

Founder Note

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

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

Accrued salary and interest

On October 1, 2023, the Company and Mr. Day entered into a settlement and general release agreement. Per the agreement, Mr. Day agreed to settle all accrued salary and interest for service provided prior to the September 1, 2022. As ~~a result, the Company recorded the settlement of $351,459 as a contribution to capital during~~ ~~the year ended December 31, 2023. As~~ of December 31, ~~2024~~2025, the accrued related party salary and accrued interest expense was $~~364~~97,~~500~~ 000 and $2312,~~121~~307, respectively. As of December 31, ~~2023~~2024, the accrued related party salary and accrued interest expense was $~~230~~364,~~000~~500 and $1323,~~377~~121, respectively.

Senior secured notes payable

On May 10, 2024, the Company (the “Grantor”) entered into a secured promissory note payable for $225,000 with Rowland Day (the “Lender”). The note is secured by the assets of the Company and will accrue interest at the rate of 14% per annum. The note is payable on demand. If the Lender does not demand payment, the note matures the earlier of; (i) November 10, 2024, (ii) the closing of a minimum of $500,000 in a subsequent financing of either debt or equity; (iii) a subsequent registration statement with minimum proceeds of one million dollars ($1,000,000) is received by the Company; and /or (iv) a change in control transaction occurs in which the collective ownership of Saul Leal and Holder is reduced to less than fifty percent (50%) or Holder’s ownership is reduced to less than thirty-five percent (35%) (any such date, or transaction shall be the maturity date). If any Event of Default occurs and continues for a period that exceeds ten (10) days, Holder may by written election, elect to either (i) declare the Note immediately due and payable, or (ii) receive 1,000,000 warrants with an exercise price of $0.01 per share which shall have a term of 5 years. OnIn ~~February~~April ~~25,~~ 2025, the note maturity was extended to ~~April~~July 1131, 2025. During the year ended December 31, 2025, the Company repaid the remaining principal balance of $139,516 and the accrued interest of $27,171.

On June 12, 2024, the Company (the “Grantor”) entered into a secured promissory note payable for $216,000 with Rowland Day (the “Lender”). The note is secured by the assets of the Company and will accrue interest at the rate of 14% per annum. The note is payable on demand. If the Lender does not demand payment, the note matures the earlier of; (i) December 12, 2024, (ii) the closing of a minimum of $500,000 in a subsequent financing of either debt or equity; (iii) a subsequent registration statement with minimum proceeds of one million dollars ($1,000,000) is received by the Company; and /or (iv) a change in control transaction occurs in which the collective ownership of Saul Leal and Holder is reduced to less than fifty percent (50%) or Holder’s ownership is reduced to less than thirty-five percent (35%) (any such date, or transaction shall be the maturity date). If any Event of Default occurs and continues for a period that exceeds ten (10) days, Holder may by written election, elect to either (i) declare the Note immediately due and payable, or (ii) receive 1,000,000 warrants with an exercise price of $0.01 per share which shall have a term of 5 years. OnIn ~~February~~April ~~25,~~ 2025, the note maturity was extended to ~~April~~July 1131, 2025. During the year ended December 31, 2025, the Company repaid the principal balance of $216,000 and the accrued interest of $36,731.

On August 12, 2024, the Company (the “Grantor”) entered into a secured promissory note payable for $80,000 with Rowland Day (the “Lender”). The note is secured by the assets of the Company and will accrue interest at the rate of 14% per annum. The note is payable on demand. If the Lender does not demand payment, the note matures the earlier of; (i) February 12, 2025, (ii) the closing of a minimum of $500,000 in a subsequent financing of either debt or equity; (iii) a subsequent registration statement with minimum proceeds of one million dollars ($1,000,000) is received by the Company; and /or (iv) a change in control transaction occurs in which the collective ownership of Saul Leal and Holder is reduced to less than fifty percent (50%) or Holder’s ownership is reduced to less than thirty-five percent (35%) (any such date, or transaction shall be the maturity date) . If any Event of Default occurs and continues for a period that exceeds ten (10) days, Holder may by written election, elect to either (i) declare the Note immediately due and payable, or (ii) receive 1,000,000 warrants with an exercise price of $0.01 per share which shall have a term of 5 years. In April 2025, the note maturity was extended to July 31, 2025. During the year ended December 31, 2025, the Company repaid the principal balance of $80,000 and the accrued interest of $13,409.

On August 1227, 2024, the Company (the “Grantor”) entered into a secured promissory note payable for $805,000 with Rowland Day (the “Lender”). The note is secured by the assets of the Company and will accrue interest at the rate of 14% per annum. The note is payable on demand. If the Lender does not demand payment, the note matures ~~the~~on ~~earlier~~October ~~of;~~31, ~~(i)~~2024. ~~February~~In ~~12,~~April 2025, ~~(ii)~~ the ~~closing~~note ofmaturity ~~a minimum of $500,000 in a subsequent financing of either~~was ~~debt~~extended or equity; (iii) a subsequent registration statement with minimum proceeds of one million dollars ($1,000,000) is received by the Company; and /or (iv) a change in control transaction occurs in which the collective ownership of Saul Leal and Holder is reduced to ~~less than~~July ~~fifty percent (50%) or Holder’s ownership is reduced to less than thirty-five percent (35%) (any such date~~31, or2025. ~~transaction shall~~During be the ~~maturity~~year ~~date)~~ended .December ~~If any Event of Default occurs and continues for a period that exceeds ten (10) days~~31, ~~Holder may by written election~~2025, ~~elect~~the toCompany ~~either~~repaid ~~(i) declare~~ the ~~Note~~principal ~~immediately~~balance ~~due and payable, or (ii) receive 1,000,000 warrants with an exercise price~~ of $~~0.01 per share which shall have a term of~~ 5 ~~years. On February 25~~,000 ~~2025,~~and the ~~note~~accrued interest ~~maturity~~of ~~was extended to April 11, 2025~~$809.

On September 26, 2024, the Company (the “Grantor”) entered into a secured promissory note payable for $23,000 with Rowland Day (the “Lender”). The note is secured by the assets of the Company and will accrue interest at the rate of 14% per annum. The note is payable on demand. If the Lender does not demand payment, the note matures the earlier of; (i) March 26, 2025, (ii) the closing of a minimum of $500,000 in a subsequent financing of either debt or equity; (iii) a subsequent registration statement with minimum proceeds of one million dollars ($1,000,000) is received by the Company; and /or (iv) a change in control transaction occurs in which the collective ownership of Saul Leal and Holder is reduced to less than fifty percent (50%) or Holder’s ownership is reduced to less than thirty-five percent (35%) (any such date, or transaction shall be the maturity date) . If any Event of Default occurs and continues for a period that exceeds ten (10) days, Holder may by written election, elect to either (i) declare the Note immediately due and payable, or (ii) receive 1,000,000 warrants with an exercise price of $0.01 per share which shall have a term of 5 years. OnIn ~~February~~April ~~25,~~ 2025, the note maturity was extended to ~~April~~July 1131, 2025. During the year ended December 31, 2025, the Company repaid the principal balance of $23,000 and the accrued interest of $3,458.

On October 14, 2024, the Company (the “Grantor”) entered into a secured promissory note payable for $80,000 with Rowland Day (the “Lender”). The note is secured by the assets of the Company and will accrue interest at the rate of 14% per annum. The note is payable on demand. If the Lender does not demand payment, the note matures the earlier of; (i) November 13, 2024, (ii) the closing of a minimum of $500,000 in a subsequent financing of either debt or equity; (iii) a subsequent registration statement with minimum proceeds of one million dollars ($1,000,000) is received by the Company; and /or (iv) a change in control transaction occurs in which the collective ownership of Saul Leal and Holder is reduced to less than fifty percent (50%) or Holder’s ownership is reduced to less than thirty-five percent (35%) (any such date, or transaction shall be the maturity date) . If any Event of Default occurs and continues for a period that exceeds ten (10) days, Holder may by written election, elect to either (i) declare the Note immediately due and payable, or (ii) receive 1,000,000 warrants with an exercise price of $0.01 per share which shall have a term of 5 years. OnIn ~~February~~April ~~25,~~ 2025, the note maturity was extended to ~~April~~July 1131, 2025. During the year ended December 31, 2025, the Company repaid the principal balance of $80,000 and the accrued interest of $11,476.

On January ~~November 26~~28, ~~2024~~2025, the Company (the “Grantor”) entered into a secured promissory note payable for $146,000 with Rowland Day (the “Lender”). The note is secured by the assets of the Company and will accrue interest at the rate of 14% per annum. The note is payable on demand. If the Lender does not demand payment, the note matures on ~~January~~February 3128, 2025. During the year ended December 31, ~~2024~~2025, the Company ~~paid~~repaid the principal balance of $146,000 ofand the ~~secured~~accrued ~~promissory~~interest ~~note~~of ~~principal~~$71.

AsOn March ~~of December 31~~21, ~~2024~~2025, the ~~related~~Company ~~party~~(the ~~senior~~ “Grantor”) entered into a secured promissory note payable for $3,000 with Rowland Day (the “Lender”). The note is secured by the assets of the Company and will accrue interest at the rate of 14% per annum. The note is payable on demand. If the Lender does not demand payment, the note matures on April 21, 2025. During the year ended December 31, 2025, the Company repaid the principal balance ~~was~~of $~~543~~3,~~515~~000 ~~with~~and the accrued interest of $~~43,853~~36.

As of December 31, 2025 and 2024, the related party senior secured promissory notes payable principal balance was $0 and $543,515, respectively, with accrued interest of $0 and $43,853, respectively.

Separation Agreement

Effective October 31, 2025, Rowland W. Day II resigned from his positions as President, Chief Financial Officer, Secretary, Chief Legal Officer, and as a member of the Board of Directors of the Company. In connection with his resignation, the Company made payments to Mr. Day in the amount of $917,966.43 in satisfaction of outstanding loans and reimbursable credit card balances owed to him and a payment in the amount of $408,486.01 for accrued salary. In connection with his resignation, the Company agreed to enter into a Stock Repurchase Agreement providing for repurchase by the Company from the Trust of 4,309,710 shares of the Company’s Series B-1 Preferred Stock and 307,647 shares of common stock, at per-share prices ranging from $0.605-$0.66 for the preferred shares and $0.055-$0.06 for the common shares, depending on the repurchase date. The purchase was to occur on or around March 27, 2026 (the “Expiration Date”). On March 26, 2026, the Company entered into an amendment to the Stock Repurchase Agreement pursuant to which the Expiration Date was extended to April 10, 2026. As part of the extension of the settlement date, the Company is to pay an additional $100,000 to Rowland as an extension fee. As of April 10, 2026, the Company purchased 4,166,667 shares of the Company’s Series B-1 Preferred Stock held by Rowland at a price of $0.66 per Series B-1 Preferred share for a total cash consideration of $2,750,000.

Convertible notes payable

During the year ended December 31, 2025, the Company issued 0% interest convertible notes payable to a director, a director nominee and two relatives of the director nominee in exchange for $250,000. The convertible notes mature six months following that date of issuance and do not accrue interest. The notes are convertible into common shares as follows: (i) on the next equity financing conversion: the principal balance on each note will convert into shares upon the closing of the next equity financing. The number of conversion shares the Company issues upon such conversion will equal the quotient obtained by dividing (x) the outstanding principal balance under each converting note on the closing date of the next equity financing by (y) the applicable conversion price of the product of (x) 100% less the discount of 25% and (y) the lowest per share purchase price of the equity securities issued in the next equity financing; and/or (ii) corporate transaction conversion: at the closing of a major corporate transaction, the note will convert into that number of conversion shares equal to the quotient obtained by dividing (x) the outstanding principal balance of such note on the closing of such corporate transaction by (y) the applicable conversion price of the product of (x) 100% less the discount of 25% and (y) the volume weighted average trading price on the date that is ten days immediately prior to the closing date of the corporate transaction; and/or (iii) at any time on or after the maturity date, each note will convert into that number of conversion shares equal to the quotient obtained by dividing (x) the outstanding principal balance of the note on the date of such conversion by (y) the applicable conversion price of the product of (x) 100% less the discount of 25% and (y) the volume weighted average trading price on the date that is ten days immediately prior to the maturity date.

Director Independence

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

Item 14.

Principal Accountant Fees and Services.

The following table sets forth fees billed to us for principal accountant fees and services for years ended December 31, ~~2024~~2025 and ~~2023~~2024.

		Year Ended December 31, 2024		Year Ended December 31, 2023
	Year Ended December 31, 2025		Year Ended December 31, 2024
Total Audit and Audit-Related Fees	$	6375,~~425~~750	$	4663,~~500~~425

3236

PART IV

Item 15.

Exhibits and Financial Statement Schedules.

(a) Exhibits

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

		Incorporated by Reference			Filed or Furnished
Exhibit No.	Exhibit Description	Form	Date Filed	Number	Herewith
3.1	Articles of Incorporation, as currently in effect	Form 10	9/19/2023	3.1
3.2	Bylaws as currently in effect	Form 10	9/19/23	3.2
31.1	Certification of CEO and CFO Pursuant to Exchange Act Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002				X
31.2	Certification of CFO Pursuant to Exchange Act Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002				X
32.1	Certification of CEO and CFO Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002				XX
101.INS	Inline XBRL Instance Document				X
101.SCH	Inline XBRL Instance Schema				X
101.CAL	Inline XBRL Instance Calculation Linkbase				X
101.DEF	Inline XBRL Instance Definition Linkbase				X
101.LAB	Inline XBRL Instance Label Linkbase				X
101.PRE	Inline XBRL Instance Presentation Linkbase				X
104	The Cover Page Interactive Data File, formatted in Inline XBRL (included in Exhibit 101).				X

Item 16.

Form 10-K Summary.

None.

3337

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, asthis ~~amended,~~Annual ~~the~~Report ~~registration~~on ~~has~~Form ~~duly~~10-K ~~caused~~has ~~this~~been ~~report~~signed tobelow beby ~~signed~~the following persons on ~~its~~ behalf byof the ~~undersigned~~Registrant ~~thereunto duly~~and ~~authorized~~in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Saul Leal	Chief Executive Officer	March 6, 2025
Saul Leal	(Principal Executive Officer)
/s/ Rowland Day	President, Chief Financial Officer	March 6, 2025
Rowland Day	(Principal Accounting and Financial Officer)

Date: April 15, 2026

~~ADDITIONAL~~ONEMETA ~~SIGNATURES~~INC. By: /s/ Saul Leal Saul Leal Chief Executive Officer and Director (Principal Executive and Financial Officer)

~~Pursuant~~KNOW ALL toPERSONS ~~the~~BY ~~requirements~~THESE ofPRESENTS, ~~the~~that ~~Securities Exchange~~each ~~Act~~person whose signature appears below hereby constitutes and appoints, Saul Leal, and each of them ~~1934~~acting individually, as ~~amended~~his attorney-in-fact, with full power of substitution and resubstitution, for him in any and all capacities, to sign any and all amendments to this Annual Report on ~~form~~Form 10-K, ~~has~~and ~~been~~to ~~signed~~file ~~below~~the bysame, ~~the~~with ~~following~~exhibits ~~persons~~thereto and other documents in connection therewith, with the ~~capacities~~Securities ~~indicated~~and Exchange Commission, granting unto said attorneys-in-fact full power and authority to do onand ~~March~~perform 6each and every act and thing requisite and necessary to be done in connection therewith as fully to all intents and purposes as he might or could do in person, ~~2025~~hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

34Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date

/s/ SAUL LEAL	Chief Executive Officer, Director	April 15, 2026
Saul Leal	(Principal Executive Officer and Financial Officer)

/s/ ROY CHESTNUTT	Director	April 15, 2026
Roy Chestnutt

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