false Q2 --12-31 0001880431 0001880431 2025-01-01 2025-06-30 0001880431 VHAI:CommonStockParValue0.001PerShareMember 2025-01-01 2025-06-30 0001880431 VHAI:SeriesWarrantsMember 2025-01-01 2025-06-30 0001880431 VHAI:SeriesBWarrantsMember 2025-01-01 2025-06-30 0001880431 2025-09-26 0001880431 2025-06-30 0001880431 2024-12-31 0001880431 us-gaap:RelatedPartyMember 2025-06-30 0001880431 us-gaap:RelatedPartyMember 2024-12-31 0001880431 us-gaap:SeriesAPreferredStockMember 2025-06-30 0001880431 us-gaap:SeriesAPreferredStockMember 2024-12-31 0001880431 us-gaap:SeriesBPreferredStockMember 2025-06-30 0001880431 us-gaap:SeriesBPreferredStockMember 2024-12-31 0001880431 VHAI:SeriesCConvertiblePreferredStockMember 2025-06-30 0001880431 VHAI:SeriesCConvertiblePreferredStockMember 2024-12-31 0001880431 VHAI:SeriesDRedeemablePreferredStockMember 2025-06-30 0001880431 VHAI:SeriesDRedeemablePreferredStockMember 2024-12-31 0001880431 2025-04-01 2025-06-30 0001880431 2024-04-01 2024-06-30 0001880431 2024-01-01 2024-06-30 0001880431 us-gaap:PreferredStockMember us-gaap:SeriesAPreferredStockMember 2024-12-31 0001880431 us-gaap:PreferredStockMember us-gaap:SeriesBPreferredStockMember 2024-12-31 0001880431 us-gaap:CommonStockMember 2024-12-31 0001880431 us-gaap:AdditionalPaidInCapitalMember 2024-12-31 0001880431 us-gaap:RetainedEarningsMember 2024-12-31 0001880431 us-gaap:PreferredStockMember us-gaap:SeriesAPreferredStockMember 2025-03-31 0001880431 us-gaap:PreferredStockMember us-gaap:SeriesBPreferredStockMember 2025-03-31 0001880431 us-gaap:CommonStockMember 2025-03-31 0001880431 us-gaap:AdditionalPaidInCapitalMember 2025-03-31 0001880431 us-gaap:RetainedEarningsMember 2025-03-31 0001880431 2025-03-31 0001880431 us-gaap:PreferredStockMember us-gaap:SeriesAPreferredStockMember 2023-12-31 0001880431 us-gaap:PreferredStockMember us-gaap:SeriesBPreferredStockMember 2023-12-31 0001880431 us-gaap:CommonStockMember 2023-12-31 0001880431 us-gaap:AdditionalPaidInCapitalMember 2023-12-31 0001880431 us-gaap:RetainedEarningsMember 2023-12-31 0001880431 2023-12-31 0001880431 us-gaap:PreferredStockMember us-gaap:SeriesAPreferredStockMember 2024-03-31 0001880431 us-gaap:PreferredStockMember us-gaap:SeriesBPreferredStockMember 2024-03-31 0001880431 us-gaap:CommonStockMember 2024-03-31 0001880431 us-gaap:AdditionalPaidInCapitalMember 2024-03-31 0001880431 us-gaap:RetainedEarningsMember 2024-03-31 0001880431 2024-03-31 0001880431 us-gaap:PreferredStockMember us-gaap:SeriesAPreferredStockMember 2025-01-01 2025-03-31 0001880431 us-gaap:PreferredStockMember us-gaap:SeriesBPreferredStockMember 2025-01-01 2025-03-31 0001880431 us-gaap:CommonStockMember 2025-01-01 2025-03-31 0001880431 us-gaap:AdditionalPaidInCapitalMember 2025-01-01 2025-03-31 0001880431 us-gaap:RetainedEarningsMember 2025-01-01 2025-03-31 0001880431 2025-01-01 2025-03-31 0001880431 us-gaap:PreferredStockMember us-gaap:SeriesAPreferredStockMember 2025-04-01 2025-06-30 0001880431 us-gaap:PreferredStockMember us-gaap:SeriesBPreferredStockMember 2025-04-01 2025-06-30 0001880431 us-gaap:CommonStockMember 2025-04-01 2025-06-30 0001880431 us-gaap:AdditionalPaidInCapitalMember 2025-04-01 2025-06-30 0001880431 us-gaap:RetainedEarningsMember 2025-04-01 2025-06-30 0001880431 us-gaap:PreferredStockMember us-gaap:SeriesAPreferredStockMember 2024-01-01 2024-03-31 0001880431 us-gaap:PreferredStockMember us-gaap:SeriesBPreferredStockMember 2024-01-01 2024-03-31 0001880431 us-gaap:CommonStockMember 2024-01-01 2024-03-31 0001880431 us-gaap:AdditionalPaidInCapitalMember 2024-01-01 2024-03-31 0001880431 us-gaap:RetainedEarningsMember 2024-01-01 2024-03-31 0001880431 2024-01-01 2024-03-31 0001880431 us-gaap:PreferredStockMember us-gaap:SeriesAPreferredStockMember 2024-04-01 2024-06-30 0001880431 us-gaap:PreferredStockMember us-gaap:SeriesBPreferredStockMember 2024-04-01 2024-06-30 0001880431 us-gaap:CommonStockMember 2024-04-01 2024-06-30 0001880431 us-gaap:AdditionalPaidInCapitalMember 2024-04-01 2024-06-30 0001880431 us-gaap:RetainedEarningsMember 2024-04-01 2024-06-30 0001880431 us-gaap:PreferredStockMember us-gaap:SeriesAPreferredStockMember 2025-06-30 0001880431 us-gaap:PreferredStockMember us-gaap:SeriesBPreferredStockMember 2025-06-30 0001880431 us-gaap:CommonStockMember 2025-06-30 0001880431 us-gaap:AdditionalPaidInCapitalMember 2025-06-30 0001880431 us-gaap:RetainedEarningsMember 2025-06-30 0001880431 us-gaap:PreferredStockMember us-gaap:SeriesAPreferredStockMember 2024-06-30 0001880431 us-gaap:PreferredStockMember us-gaap:SeriesBPreferredStockMember 2024-06-30 0001880431 us-gaap:CommonStockMember 2024-06-30 0001880431 us-gaap:AdditionalPaidInCapitalMember 2024-06-30 0001880431 us-gaap:RetainedEarningsMember 2024-06-30 0001880431 2024-06-30 0001880431 VHAI:ClickFishMediaIncMember 2022-08-02 2022-08-02 0001880431 VHAI:SecuritiesPurchaseAgreementMember 2025-06-30 0001880431 VHAI:SecuritiesPurchaseAgreementMember 2025-01-01 2025-06-30 0001880431 2024-01-01 2024-12-31 0001880431 VHAI:VendorsMember 2025-04-01 2025-06-30 0001880431 us-gaap:FurnitureAndFixturesMember 2025-06-30 0001880431 us-gaap:ComputerEquipmentMember 2025-06-30 0001880431 us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel1Member VHAI:ConversionFeatureMember 2025-06-30 0001880431 us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel2Member VHAI:ConversionFeatureMember 2025-06-30 0001880431 us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel3Member VHAI:ConversionFeatureMember 2025-06-30 0001880431 us-gaap:FairValueMeasurementsRecurringMember VHAI:ConversionFeatureMember 2025-06-30 0001880431 us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel1Member VHAI:December2024NoteConversionFeatureMember 2025-06-30 0001880431 us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel2Member VHAI:December2024NoteConversionFeatureMember 2025-06-30 0001880431 us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel3Member VHAI:December2024NoteConversionFeatureMember 2025-06-30 0001880431 us-gaap:FairValueMeasurementsRecurringMember VHAI:December2024NoteConversionFeatureMember 2025-06-30 0001880431 us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel1Member VHAI:MayTwoThousandAndTwentyFiveConvertibleNoteMember 2025-06-30 0001880431 us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel2Member VHAI:MayTwoThousandAndTwentyFiveConvertibleNoteMember 2025-06-30 0001880431 us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel3Member VHAI:MayTwoThousandAndTwentyFiveConvertibleNoteMember 2025-06-30 0001880431 us-gaap:FairValueMeasurementsRecurringMember VHAI:MayTwoThousandAndTwentyFiveConvertibleNoteMember 2025-06-30 0001880431 us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel1Member VHAI:MayTwoThousandAndTwentyFiveWarrantLiabilityMember 2025-06-30 0001880431 us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel2Member VHAI:MayTwoThousandAndTwentyFiveWarrantLiabilityMember 2025-06-30 0001880431 us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel3Member VHAI:MayTwoThousandAndTwentyFiveWarrantLiabilityMember 2025-06-30 0001880431 us-gaap:FairValueMeasurementsRecurringMember VHAI:MayTwoThousandAndTwentyFiveWarrantLiabilityMember 2025-06-30 0001880431 us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel1Member VHAI:ConversionFeatureMember 2024-12-31 0001880431 us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel2Member VHAI:ConversionFeatureMember 2024-12-31 0001880431 us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel3Member VHAI:ConversionFeatureMember 2024-12-31 0001880431 us-gaap:FairValueMeasurementsRecurringMember VHAI:ConversionFeatureMember 2024-12-31 0001880431 us-gaap:WarrantMember 2025-01-01 2025-06-30 0001880431 us-gaap:WarrantMember 2024-01-01 2024-06-30 0001880431 us-gaap:ConvertibleDebtSecuritiesMember 2025-01-01 2025-06-30 0001880431 us-gaap:ConvertibleDebtSecuritiesMember 2024-01-01 2024-06-30 0001880431 VHAI:LiquidatedDamagesPayableMember 2025-01-01 2025-06-30 0001880431 VHAI:LiquidatedDamagesPayableMember 2024-01-01 2024-06-30 0001880431 us-gaap:FurnitureAndFixturesMember 2024-12-31 0001880431 us-gaap:ComputerEquipmentMember 2024-12-31 0001880431 VHAI:SolanaMember 2025-06-30 0001880431 VHAI:SolanaMember 2024-12-31 0001880431 VHAI:EthereumMember 2025-06-30 0001880431 VHAI:EthereumMember 2024-12-31 0001880431 VHAI:BrianPodolakMember 2025-04-01 2025-06-30 0001880431 VHAI:BrianPodolakMember 2025-06-30 0001880431 VHAI:BrianPodolakMember us-gaap:SubsequentEventMember 2025-07-23 2025-07-23 0001880431 2024-12-16 0001880431 VHAI:SeptemberTwoThousandTwentyFourMember 2025-01-01 2025-06-30 0001880431 VHAI:SeptemberTwoThousandTwentyFourMember 2025-06-30 0001880431 VHAI:SeptemberTwoThousandTwentyFourMember 2024-12-31 0001880431 VHAI:NovemberTwoThousandTwentyFourMember 2025-01-01 2025-06-30 0001880431 VHAI:NovemberTwoThousandTwentyFourMember 2025-06-30 0001880431 VHAI:NovemberTwoThousandTwentyFourMember 2024-12-31 0001880431 VHAI:DecemberTwoThousandTwentyFourMember 2025-01-01 2025-06-30 0001880431 VHAI:DecemberTwoThousandTwentyFourMember 2025-06-30 0001880431 VHAI:DecemberTwoThousandTwentyFourMember 2024-12-31 0001880431 VHAI:MarchTwoThousandTwentyFiveOneMember 2025-01-01 2025-06-30 0001880431 VHAI:MarchTwoThousandTwentyFiveOneMember 2025-06-30 0001880431 VHAI:MarchTwoThousandTwentyFiveOneMember 2024-12-31 0001880431 VHAI:MarchTwoThousandTwentyFiveTwoMember 2025-01-01 2025-06-30 0001880431 VHAI:MarchTwoThousandTwentyFiveTwoMember 2025-06-30 0001880431 VHAI:MarchTwoThousandTwentyFiveTwoMember 2024-12-31 0001880431 VHAI:MarchTwoThousandTwentyFiveThreeMember 2025-01-01 2025-06-30 0001880431 VHAI:MarchTwoThousandTwentyFiveThreeMember 2025-06-30 0001880431 VHAI:MarchTwoThousandTwentyFiveThreeMember 2024-12-31 0001880431 VHAI:MarchTwoThousandTwentyFiveFourMember 2025-01-01 2025-06-30 0001880431 VHAI:MarchTwoThousandTwentyFiveFourMember 2025-06-30 0001880431 VHAI:MarchTwoThousandTwentyFiveFourMember 2024-12-31 0001880431 VHAI:SeptemberTwoThousandTwentyFourMember 2024-09-18 0001880431 VHAI:SeptemberTwoThousandTwentyFourMember 2024-09-18 2024-09-18 0001880431 VHAI:SeptemberTwoThousandTwentyFourMember 2025-01-01 2025-03-31 0001880431 VHAI:SeptemberTwoThousandTwentyFourMember 2025-04-01 2025-06-30 0001880431 VHAI:SeptemberTwoThousandTwentyFourMember us-gaap:SubsequentEventMember 2025-07-09 2025-07-09 0001880431 VHAI:NovemberTwoThousandTwentyFourMember 2024-11-13 0001880431 VHAI:NovemberTwoThousandTwentyFourMember 2024-11-13 2024-11-13 0001880431 VHAI:NovemberTwoThousandTwentyFourMember 2025-05-13 2025-05-13 0001880431 VHAI:NovemberTwoThousandTwentyFourMember 2025-05-21 2025-05-21 0001880431 VHAI:NovemberTwoThousandTwentyFourMember us-gaap:SubsequentEventMember 2025-07-08 2025-08-12 0001880431 VHAI:NovemberTwoThousandTwentyFourMember 2025-04-01 2025-06-30 0001880431 VHAI:DecemberTwoThousandTwentyFourMember 2024-12-20 0001880431 VHAI:DecemberTwoThousandTwentyFourMember 2024-12-20 2024-12-20 0001880431 VHAI:DecemberTwoThousandTwentyFourMember 2025-01-17 0001880431 VHAI:DecemberTwoThousandTwentyFourMember 2025-01-17 2025-01-17 0001880431 VHAI:DecemberTwoThousandTwentyFourMember 2025-04-01 2025-06-30 0001880431 us-gaap:SubsequentEventMember VHAI:DecemberTwoThousandTwentyFourMember 2025-07-21 2025-07-21 0001880431 us-gaap:SubsequentEventMember VHAI:DecemberTwoThousandTwentyFourMember 2025-08-01 2025-08-01 0001880431 us-gaap:SubsequentEventMember VHAI:DecemberTwoThousandTwentyFourMember 2025-08-04 2025-08-04 0001880431 VHAI:MarchTwoThousandTwentyFiveOneMember 2025-03-03 0001880431 VHAI:MarchTwoThousandTwentyFiveOneMember 2025-03-03 2025-03-03 0001880431 VHAI:MarchTwoThousandTwentyFiveOneMember 2025-04-01 2025-06-30 0001880431 VHAI:MarchTwoThousandTwentyFiveTwoMember 2025-03-07 0001880431 VHAI:MarchTwoThousandTwentyFiveThreeMember 2025-03-18 0001880431 VHAI:MarchTwoThousandTwentyFiveTwoMember 2025-03-07 2025-03-07 0001880431 VHAI:MarchTwoThousandTwentyFiveThreeMember 2025-03-18 2025-03-18 0001880431 VHAI:MarchTwoThousandTwentyFiveTwoMember 2025-04-01 2025-06-30 0001880431 VHAI:MarchTwoThousandTwentyFiveThreeMember 2025-04-01 2025-06-30 0001880431 VHAI:MarchTwoThousandTwentyFiveTwoAndThreeMember 2025-06-30 0001880431 VHAI:MarchTwoThousandTwentyFiveTwoAndThreeMember 2025-01-01 2025-06-30 0001880431 VHAI:MarchTwoThousandTwentyFiveFourMember 2025-03-12 0001880431 VHAI:MarchTwoThousandTwentyFiveFourMember 2025-04-01 2025-06-30 0001880431 VHAI:May2025ConvertibleNotesMember 2025-05-13 0001880431 VHAI:May2025ConvertibleNotesMember 2025-05-13 2025-05-13 0001880431 VHAI:May2025ConvertibleNotesMember 2025-06-30 0001880431 VHAI:May2025ConvertibleNotesMember 2025-01-01 2025-06-30 0001880431 VHAI:May2025ConvertibleNotesMember 2025-04-01 2025-06-30 0001880431 VHAI:May2025ConvertibleNotesMember us-gaap:SubsequentEventMember 2025-07-31 0001880431 VHAI:May2025ConvertibleNotesMember us-gaap:SubsequentEventMember 2025-07-01 2025-07-31 0001880431 VHAI:May2025ConvertibleNotesMember 2024-12-31 0001880431 VHAI:DecemberTwoThousandTwentyFourNoteMember 2025-01-01 2025-06-30 0001880431 VHAI:DecemberTwoThousandTwentyFourNoteMember us-gaap:MeasurementInputSharePriceMember 2025-06-30 0001880431 VHAI:DecemberTwoThousandTwentyFourNoteMember us-gaap:MeasurementInputPriceVolatilityMember 2025-06-30 0001880431 VHAI:DecemberTwoThousandTwentyFourNoteMember us-gaap:MeasurementInputRiskFreeInterestRateMember 2025-06-30 0001880431 srt:MaximumMember VHAI:MeasurementInputExpectedConversionPriceMember 2025-06-30 0001880431 srt:MinimumMember VHAI:MeasurementInputExpectedConversionPriceMember 2025-06-30 0001880431 srt:MinimumMember VHAI:MeasurementInputExpectedConversionPriceMember 2024-12-31 0001880431 srt:MaximumMember VHAI:MeasurementInputExpectedConversionPriceMember 2024-12-31 0001880431 srt:MinimumMember us-gaap:MeasurementInputExpectedTermMember 2025-06-30 0001880431 srt:MaximumMember us-gaap:MeasurementInputExpectedTermMember 2025-06-30 0001880431 srt:MinimumMember us-gaap:MeasurementInputExpectedTermMember 2024-12-31 0001880431 srt:MaximumMember us-gaap:MeasurementInputExpectedTermMember 2024-12-31 0001880431 srt:MinimumMember us-gaap:MeasurementInputPriceVolatilityMember 2025-06-30 0001880431 srt:MaximumMember us-gaap:MeasurementInputPriceVolatilityMember 2025-06-30 0001880431 srt:MinimumMember us-gaap:MeasurementInputPriceVolatilityMember 2024-12-31 0001880431 srt:MaximumMember us-gaap:MeasurementInputPriceVolatilityMember 2024-12-31 0001880431 us-gaap:MeasurementInputExpectedDividendPaymentMember 2025-06-30 0001880431 us-gaap:MeasurementInputExpectedDividendPaymentMember 2024-12-31 0001880431 srt:MinimumMember us-gaap:MeasurementInputRiskFreeInterestRateMember 2025-06-30 0001880431 srt:MaximumMember us-gaap:MeasurementInputRiskFreeInterestRateMember 2025-06-30 0001880431 srt:MinimumMember us-gaap:MeasurementInputRiskFreeInterestRateMember 2024-12-31 0001880431 srt:MaximumMember us-gaap:MeasurementInputRiskFreeInterestRateMember 2024-12-31 0001880431 us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel3Member 2024-12-31 0001880431 us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel3Member 2025-01-01 2025-03-31 0001880431 us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel3Member 2025-03-31 0001880431 us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel3Member 2025-04-01 2025-06-30 0001880431 us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel3Member 2025-06-30 0001880431 2025-05-13 0001880431 2025-02-28 0001880431 us-gaap:SeriesAPreferredStockMember 2025-02-24 2025-02-24 0001880431 us-gaap:SeriesBPreferredStockMember us-gaap:PreferredStockMember 2023-09-27 0001880431 us-gaap:SeriesBPreferredStockMember 2024-01-01 2024-01-31 0001880431 us-gaap:SeriesBPreferredStockMember 2024-02-01 2024-02-29 0001880431 us-gaap:SeriesBPreferredStockMember 2024-01-01 2024-02-29 0001880431 us-gaap:SeriesCPreferredStockMember 2024-08-02 0001880431 us-gaap:SeriesCPreferredStockMember 2025-01-01 2025-06-30 0001880431 us-gaap:SeriesCPreferredStockMember VHAI:LiquidationMember 2025-01-01 2025-06-30 0001880431 us-gaap:SeriesCPreferredStockMember VHAI:ConversionRateMember 2025-01-01 2025-06-30 0001880431 us-gaap:SeriesCPreferredStockMember 2025-06-30 0001880431 us-gaap:SeriesCPreferredStockMember VHAI:TriggeringRedemptionAmountMember 2025-01-01 2025-06-30 0001880431 us-gaap:SeriesCPreferredStockMember VHAI:OptionalRedemptionPriceMember 2025-01-01 2025-06-30 0001880431 us-gaap:SeriesCPreferredStockMember 2024-12-31 0001880431 us-gaap:SeriesDPreferredStockMember 2024-08-02 0001880431 us-gaap:SeriesDPreferredStockMember 2025-01-01 2025-06-30 0001880431 us-gaap:SeriesDPreferredStockMember VHAI:LiquidationMember 2025-01-01 2025-06-30 0001880431 us-gaap:SeriesDPreferredStockMember 2025-06-30 0001880431 us-gaap:SeriesDPreferredStockMember 2024-12-31 0001880431 us-gaap:IPOMember 2025-01-01 2025-06-30 0001880431 us-gaap:IPOMember us-gaap:CommonStockMember 2025-01-01 2025-06-30 0001880431 us-gaap:IPOMember VHAI:SeriesAWarrantMember 2025-01-01 2025-06-30 0001880431 us-gaap:IPOMember VHAI:SeriesBWarrantMember 2025-01-01 2025-06-30 0001880431 us-gaap:IPOMember 2025-06-30 0001880431 us-gaap:CommonStockMember 2025-01-01 2025-06-30 0001880431 us-gaap:CommonStockMember srt:ChiefExecutiveOfficerMember 2025-01-01 2025-06-30 0001880431 us-gaap:CommonStockMember VHAI:ChiefProductOfficerMember 2025-01-01 2025-06-30 0001880431 us-gaap:CommonStockMember srt:ChiefFinancialOfficerMember 2025-01-01 2025-06-30 0001880431 us-gaap:ConvertibleDebtMember us-gaap:CommonStockMember 2025-01-01 2025-06-30 0001880431 us-gaap:WarrantMember us-gaap:CommonStockMember 2025-01-01 2025-06-30 0001880431 VHAI:SeriesBWarrantsMember us-gaap:CommonStockMember 2025-01-01 2025-03-31 0001880431 VHAI:SeriesCWarrantsMember us-gaap:CommonStockMember 2025-01-01 2025-03-31 0001880431 VHAI:SeriesBWarrantsMember us-gaap:CommonStockMember 2025-04-01 2025-06-30 0001880431 us-gaap:CommonStockMember VHAI:LiquidatedDamagesSettlementMember 2025-01-01 2025-03-31 0001880431 us-gaap:CommonStockMember VHAI:LiquidatedDamagesSettlementMember 2025-04-01 2025-06-30 0001880431 us-gaap:RestrictedStockUnitsRSUMember 2025-01-01 2025-06-30 0001880431 us-gaap:RestrictedStockUnitsRSUMember 2024-01-01 2024-06-30 0001880431 VHAI:SeriesAWarrantsMember 2024-03-31 0001880431 VHAI:SeriesBWarrantsMember 2024-03-31 0001880431 VHAI:SeriesCWarrantsMember 2024-03-31 0001880431 us-gaap:WarrantMember 2024-01-01 2024-06-30 0001880431 us-gaap:WarrantMember 2024-12-31 0001880431 us-gaap:WarrantMember 2024-01-01 2024-12-31 0001880431 us-gaap:WarrantMember 2025-01-01 2025-03-31 0001880431 us-gaap:WarrantMember 2025-03-31 0001880431 us-gaap:WarrantMember 2025-04-01 2025-06-30 0001880431 us-gaap:WarrantMember 2025-06-30 0001880431 us-gaap:RelatedPartyMember 2025-04-01 2025-06-30 0001880431 us-gaap:RelatedPartyMember 2024-04-01 2024-06-30 0001880431 us-gaap:RelatedPartyMember 2025-01-01 2025-06-30 0001880431 us-gaap:RelatedPartyMember 2024-01-01 2024-06-30 0001880431 srt:ChiefExecutiveOfficerMember VHAI:SGTTeamsMember 2025-04-01 2025-06-30 0001880431 srt:ChiefExecutiveOfficerMember VHAI:SGTTeamsMember 2024-04-01 2024-06-30 0001880431 srt:ChiefExecutiveOfficerMember VHAI:SGTTeamsMember 2025-01-01 2025-06-30 0001880431 srt:ChiefExecutiveOfficerMember VHAI:SGTTeamsMember 2024-01-01 2024-06-30 0001880431 VHAI:SGTTeamsMember 2025-06-30 0001880431 VHAI:SGTTeamsMember 2024-12-31 0001880431 2022-08-01 0001880431 srt:ChiefFinancialOfficerMember VHAI:CapitalManagementLLCMember 2025-06-30 0001880431 srt:ChiefFinancialOfficerMember VHAI:CapitalManagementLLCMember 2024-12-31 0001880431 srt:ChiefFinancialOfficerMember VHAI:ThornhillAdvisoryGroupIncMember 2025-01-01 2025-06-30 0001880431 srt:ChiefFinancialOfficerMember VHAI:ThornhillAdvisoryGroupIncMember 2024-01-01 2024-06-30 0001880431 srt:ChiefFinancialOfficerMember VHAI:ThornhillAdvisoryGroupIncMember 2025-04-01 2025-06-30 0001880431 srt:ChiefFinancialOfficerMember VHAI:ThornhillAdvisoryGroupIncMember 2024-04-01 2024-06-30 0001880431 srt:ChiefFinancialOfficerMember VHAI:ThornhillAdvisoryGroupIncMember 2025-06-30 0001880431 srt:ChiefFinancialOfficerMember VHAI:ThornhillAdvisoryGroupIncMember 2024-12-31 0001880431 srt:ChiefExecutiveOfficerMember 2024-01-01 2024-01-31 0001880431 srt:ChiefExecutiveOfficerMember 2024-01-31 0001880431 VHAI:ChiefProductOfficerMember 2024-01-01 2024-01-31 0001880431 VHAI:ChiefProductOfficerMember 2024-01-31 0001880431 srt:ChiefFinancialOfficerMember 2024-01-01 2024-01-31 0001880431 srt:ChiefFinancialOfficerMember 2024-01-31 0001880431 VHAI:BrianPodolakMember us-gaap:SubsequentEventMember 2025-07-23 0001880431 2025-03-01 2025-03-31 0001880431 VHAI:CarstensMember 2025-04-01 2025-04-30 0001880431 VHAI:CarstensMember 2025-04-30 0001880431 VHAI:CarstensMember VHAI:SettlementAgreementMember 2025-04-01 2025-04-30 0001880431 VHAI:CarstensMember VHAI:SettlementAgreementMember 2025-06-30 0001880431 VHAI:CarstensMember VHAI:SettlementAgreementMember 2025-04-01 2025-06-30 0001880431 us-gaap:CommonStockMember VHAI:DamagesSettlementOneMember 2025-03-06 2025-03-06 0001880431 us-gaap:InvestorMember VHAI:DamagesSettlementOneMember 2025-03-06 2025-03-06 0001880431 us-gaap:CommonStockMember VHAI:DamagesSettlementOneMember 2025-01-01 2025-03-31 0001880431 VHAI:DamagesSettlementOneMember 2025-01-01 2025-03-31 0001880431 us-gaap:CommonStockMember VHAI:DamagesSettlementOneMember 2025-04-01 2025-06-30 0001880431 VHAI:DamagesSettlementOneMember 2025-04-01 2025-06-30 0001880431 VHAI:DamagesSettlementTwoMember 2025-03-20 2025-03-20 0001880431 us-gaap:InvestorMember VHAI:DamagesSettlementTwoMember 2025-03-20 2025-03-20 0001880431 VHAI:SeriesCWarrantsMember VHAI:DamagesSettlementTwoMember 2025-03-20 2025-03-20 0001880431 us-gaap:CommonStockMember VHAI:DamagesSettlementTwoMember 2025-01-01 2025-03-31 0001880431 VHAI:DamagesSettlementTwoMember 2025-01-01 2025-03-31 0001880431 us-gaap:CommonStockMember VHAI:DamagesSettlementTwoMember 2025-04-01 2025-06-30 0001880431 VHAI:DamagesSettlementTwoMember 2025-04-01 2025-06-30 0001880431 us-gaap:CommonStockMember us-gaap:SubsequentEventMember 2025-07-01 2025-09-26 0001880431 us-gaap:SubsequentEventMember 2025-07-01 2025-09-26 0001880431 us-gaap:SubsequentEventMember 2025-09-26 0001880431 VHAI:SeptemberTwoThousandTwentyFourMember us-gaap:SubsequentEventMember us-gaap:CommonStockMember 2025-07-09 2025-07-09 0001880431 VHAI:NovemberTwoThousandTwentyFourNoteMember us-gaap:SubsequentEventMember 2025-07-08 2025-08-12 0001880431 VHAI:NovemberTwoThousandTwentyFourNoteMember us-gaap:SubsequentEventMember us-gaap:CommonStockMember 2025-07-08 2025-08-12 0001880431 VHAI:DecemberTwoThousandTwentyFourNoteMember us-gaap:SubsequentEventMember 2025-07-21 2025-08-13 0001880431 VHAI:DecemberTwoThousandTwentyFourNoteMember us-gaap:SubsequentEventMember us-gaap:CommonStockMember 2025-07-21 2025-08-13 0001880431 us-gaap:CommonStockMember VHAI:DamagesSettlementOneMember us-gaap:SubsequentEventMember 2025-07-07 2025-09-02 0001880431 VHAI:DamagesSettlementOneMember us-gaap:SubsequentEventMember 2025-07-07 2025-09-02 0001880431 us-gaap:CommonStockMember VHAI:DamagesSettlementTwoMember us-gaap:SubsequentEventMember 2025-07-15 2025-07-15 0001880431 VHAI:DamagesSettlementTwoMember us-gaap:SubsequentEventMember 2025-07-15 2025-07-15 0001880431 us-gaap:SubsequentEventMember 2025-07-11 0001880431 VHAI:SeriesCWarrantMember us-gaap:SubsequentEventMember 2025-07-11 2025-07-11 0001880431 us-gaap:SubsequentEventMember 2025-07-17 0001880431 VHAI:SeriesBWarrantMember us-gaap:SubsequentEventMember 2025-07-17 2025-07-17 0001880431 us-gaap:SubsequentEventMember 2025-08-21 0001880431 VHAI:SeriesBWarrantMember us-gaap:SubsequentEventMember 2025-08-21 2025-08-21 iso4217:USD xbrli:shares iso4217:USD xbrli:shares xbrli:pure VHAI:Integer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended ~~March~~June 3130, 2025

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

For the transition period from ______ to ______

Commission File Number: 001-41963

VOCODIA HOLDINGS CORP

(Exact Name of Registrant as Specified in its Charter)

Wyoming		86-3519415
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
7781 NW Beacon Square Blvd, Unit 102-V64 BOCA RATON, FLORIDA		33487
7781 NW Beacon Square Blvd, Unit 102-V64 BOCA RATON, florida		33487
(Address of principal executive offices)		(Zip Code)

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

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

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

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☒

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

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

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

As of ~~July~~September 726, 2025 the registrant had 13,~~256~~558,~~214~~352,~~474~~600 shares of common stock, $0.0001 par value per share, outstanding.

Table of Contents

		Page	~~Page~~
PART I.	FINANCIAL INFORMATION	1
Item 1.	Condensed Consolidated Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets	1	1
	Condensed Consolidated Statements of Operations	2	2
	Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit)	3	3
	Condensed Consolidated Statements of Cash Flows	4	4
	Notes to Unaudited Condensed Consolidated Financial Statements	5	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	39	30
Item 4.	Controls and Procedures	39	30
PART II.	OTHER INFORMATION	40	31
Item 1.	Legal Proceedings	40	31
Item 1A.	Risk Factors	41	32
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	41	32
Item 3.	Defaults Upon Senior Securities	41	32
Item 4.	Mine Safety Disclosures	41	32
Item 5.	Other Information	41	32
Item 6.	Exhibits	42	33
Signatures		43	34

PART I—FINANCIAL INFORMATION

Vocodia Holdings Corp

Condensed Consolidated Balance Sheets

	March 31,			December 31,
	June 30,			December 31,
	2025			2024
	(unaudited)
ASSETS
Current Assets
Cash	$	~~1,339~~283		$	281
Accounts receivable, net		-1,000			50,000
Prepaid expenses		41,652			77,076
Prepaid expenses and other assets		3,847			78,076
Other current assets		1,000			1,000
Total Current Assets		5,130			128,357
Total Current Assets		43,991			128,357
Non-Current Assets
Property and equipment, net		1715,~~326~~739			18,912
Digital assets		138,773			-
Other assets		-			713
Total Non-Current Assets		17154,~~326~~512			19,625
TOTAL ASSETS	$	61159,~~317~~642		$	147,982
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued liabilities	$	2,~~090~~624,~~276~~809		$	1,945,207
Liquidate damages payable		~~587~~396,~~243~~886			-
Contract liabilities		15,950			15,950
Related party payable		77108,~~251~~128			98,980
Note payable		40,000			40,000
Convertible notes payable, net		~~364~~379,~~455~~391			157,871
Derivative liability		106,521			105,337
May 2025 convertible note		305,281			-
Total Current Liabilities and Total Liabilities		3,281,696			2,363,345
Warrant liability		755,618			-
Derivative liability		1,284,047			105,337
Total Current Liabilities and Total Liabilities		5,910,110			2,363,345
Commitments and contingencies		-			-
Shareholders’ Deficit
Preferred stock, $0.0001 par value; 24,000,000 shares authorized;
Series A Preferred Stock, 4,000,000 shares designated, $0.0001 par value; 4,000,000 shares issued and outstanding as of March 31, 2025, and December 31, 2024		400			400
Series A Preferred Stock, 4,000,000 shares designated, $0.0001 par value; 4,000,000 shares issued and outstanding as of June 30, 2025, and December 31, 2024		400			400
Series B Preferred Stock, 3,000 shares designated, $0.0001 par value; 0 and 0 shares issued and outstanding as of March 31, 2025, and December 31, 2024		-			-
Series B Preferred Stock, 3,000 shares designated, $0.0001 par value; 0 and 0 shares issued and outstanding as of June 30, 2025, and December 31, 2024		-			-
Series C Convertible Preferred Stock, 7,000 shares designated, $0.0001 par value; 0 shares issued and outstanding as of March 31, 2025, and December 31, 2024		-			-
Series C Convertible Preferred Stock, 7,000 shares designated, $0.0001 par value; 0 shares issued and outstanding as of June 30, 2025, and December 31, 2024		-			-
Series D Redeemable Preferred Stock, 20,000 shares designated, $0.0001 par value;0 shares issued and outstanding as of March 31, 2025, and December 31, 2024		-			-
Series D Redeemable Preferred Stock, 20,000 shares designated, $0.0001 par value;0 shares issued and outstanding as of June 30, 2025, and December 31, 2024		-			-
Common stock, $0.0001 par value: 15,000,000,000 shares authorized; 584,065,699 and 300,213,026 shares issued and outstanding, as of March 31, 2025, and December 31, 2024, respectively		58,407			30,021
Preferred Stock, value		-			-
Additional paid-in capital		98,500,881			98,361,469
Common stock, $0.0001 par value: 15,000,000,000 shares authorized; 1,256,214,474 and 300,213,026 shares issued and outstanding, as of June 30, 2025, and December 31, 2024, respectively		125,621			30,021
Accumulated deficit		(101,780,067	)		(100,607,253	)
Additional paid-in capital		98,773,549			98,361,469
Total shareholders’ deficit		(3,220,379	)		(2,215,363	)
Accumulated deficit		(104,650,038	)		(100,607,253	)
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT	$	61,317		$	147,982
Total shareholders’ deficit		(5,750,468	)		(2,215,363	)
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT	$	159,642		$	147,982

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

Vocodia Holdings Corp

Condensed Consolidated Statements of Operations

	Three Months Ended
	March 31,
	2025			2024
Sales, net	$	-		$	-
Cost of Sales		47,130			-
Gross Loss		(47,130	)		-
Operating Expenses
General and administrative expenses		202,890			1,646,902
Salaries and wages		33,277			382,383
Research and development and other service providers		27,626			793,175
Total Operating Expenses		263,793			2,822,460
Operating Loss		(310,923	)		(2,822,460	)
Other Income (Expense)
Liquidated damages		(710,375	)		-
Change in fair value of derivative liability		48,816			115,296
Loss on settlement of debts		(33,510	)		(3,824,936	)
Write-off of accounts receivable		(50,000	)		-
Interest expense		(116,822	)		(413,270	)
Total Other Expense		(861,891	)		(4,122,910	)
Loss Before Taxes		(1,172,814	)		(6,945,370	)
Income Taxes		-			-
Net Loss	$	(1,172,814	)	$	(6,945,370	)
Basic and diluted loss per common share	$	(0.00	)	$	(0.37	)
Weighted average number of common shares outstanding - basic and diluted		3,262,761,260			18,539,389

(Unaudited)


	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2025			2024			2025			2024

Sales, net	$	15,136		$	75		$	15,136		$	75
Cost of sales		38,810			23,369			85,939			56,259
Gross loss		(23,674	)		(23,294	)		(70,803	)		(56,184	)

Operating Expenses
General and administrative expense		459,538			834,244			662,429			2,367,339
Salaries and wages		-			446,924			-			829,307
Research and development and other service providers		53,450			328,715			81,076			1,121,890
Consulting expense – related party		35,500			-			68,777			80,917
Total Operating Expenses		548,488			1,609,883			812,282			4,399,453

Operating loss		(572,162	)		(1,633,177	)		(883,085	)		(4,455,637	)

Other income (expense)
Other income		-			75,068			-			75,068
Losses on digital assets		(15,404	)		-			(15,404	)		-
Liquidated damages		-			-			(710,375	)		-
Loss on issuance of May 2025 convertible note and warrants		(756,621	)					(756,621	)
Change in fair value of May 2025 convertible note		28,052			-			28,052			-
Change in fair value of warrant liability		(32,330	)					(32,330	)
Derivative expense and change in fair value of derivative liability		(1,177,526	)		-			(1,128,710	)		115,296
Gain from forgiveness of payables		79,500			-			79,500			-
Loss on settlement of debts		(134,320	)		-			(167,830	)		(3,824,936	)
Bad debt expense		-			-			(50,000	)		-
Interest expense		(289,160	)		(883	)		(405,982	)		(414,153	)
Total other expense		(2,297,809	)		74,185			(3,159,700	)		(4,048,725	)

Net Loss	$	(2,869,971	)	$	(1,558,992	)	$	(4,042,785	)	$	(8,504,362	)

Basic and diluted loss per common share		(0.00	)		(0.01	)		(0.01	)		(0.07	)
Weighted average number of common shares outstanding, basic and diluted		1,199,981,077			194,210,160			782,835,613			126,502,058

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

Vocodia Holdings Corp

Condensed Consolidated Statements of Stockholders’ Deficit

~~For the Three Ended March 31, 2025~~ (Unaudited)

	Series A Preferred Stock				Common Stock				Additional Paid-In			Accumulated
	For the Six Months Ended June 30, 2025
	Shares		Amount		Shares		Amount		Capital			Deficit			Total
	Series A Preferred Stock				Series B Preferred Stock				Common Stock						Additional Paid-In			Accumulated			Total Stockholders’
Balance, December 31, 2024		4,000,000	$	400		300,213,026	$	30,021	$	98,361,469		$	(100,607,253	)	$	(2,215,363	)
	Shares		Amount		Shares		Amount		Shares			Amount			Capital			Deficit			Equity
Common stock issued for exercise of warrants		-		-		181,997,673		18,200		(18,200	)		-			-
Balances, December 31, 2024		4,000,000	$	400		-	$	-		300,213,026		$	30,021		$	98,361,469		$	(100,607,253	)	$	(2,215,363	)
Issuance common stock for settlement of debt		-		-		101,855,000		10,186		157,612			-			167,798
Common stock issued for exercise of warrants		-		-		-		-		181,997,673			18,200			(18,200	)		-			-
Net loss		-		-		-		-		-			(1,172,814	)		(1,172,814	)
Issuance of common stock for settlement of debt		-		-		-		-		101,855,000			10,186			157,612			-			167,798
Balance, March 31, 2025		4,000,000	$	400		584,065,699	$	58,407	$	98,500,881		$	(101,780,067	)	$	(3,220,379	)
Net Loss		-		-		-		-		-			-			-			(1,172,814	)		(1,172,814	)
Balances, March 31, 2025		4,000,000	$	400		-	$	-		584,065,699		$	58,407		$	98,500,881		$	(101,780,067	)	$	(3,220,379	)
Exercise of warrants		-		-		-		-		178,775,882			17,877			(17,878	)		-			(1	)
Issuance of common stock for settlement of debt		-		-		-		-		277,500,000			27,750			149,641			-			177,391
Conversion of convertible notes to common stock		-		-		-		-		215,872,893			21,587			140,905			-			162,492
Net Loss		-		-		-		-		-			-			-			(2,869,971	)		(2,869,971	)
Balances, June 30, 2025		4,000,000	$	400		-	$	-		1,256,214,474		$	125,621		$	98,773,549		$	(104,650,038	)	$	(5,750,468	)

For the Three Ended March 31, 2024

	For the Six Months Ended June 30, 2024
	Series A Preferred Stock				Series B Preferred Stock					Common Stock				Additional Paid-In			Accumulated			Total Stockholders’
	Shares		Amount		Shares			Amount		Shares		Amount		Capital			Deficit			Equity
Balances, December 31, 2023		4,000,000	$	400		1,305		$	-		4,234,747	$	423	$	86,839,777		$	(90,508,170	)	$	(3,667,570	)
Issuance of Series B Preferred Stock		-		-		605			-						605,000			-			605,000
Common stock units issued for cash		-		-		-			-		1,400,000		140		5,372,647			-			5,372,787
Deferred offering costs		-		-		-			-						(4,110,101	)		-			(4,110,101	)
Issuance of common stock for settlement of debt		-		-		-			-		143,262		15		286,793			-			286,808
Common stock issued for conversion of debt		-		-		-			-		1,801,880		180		7,657,810			-			7,657,990
Common stock issued for conversion of Series B Preferred Stock		-		-		(1,910	)		-		691,404		69		(69	)		-			-
Common stock issued for exercise of warrants		-		-		-			-		8,920,700		892		(892	)		-			-
Series C warrants issued		-		-		-			-		-		-		1,503,514			-			1,503,514
Stock based compensation		-		-		-					-		-		153,000			-			153,000
Net Loss		-		-		-			-		-		-					(6,945,370	)		(6,945,370	)
Balances, March 31, 2024		4,000,000	$	400		-		$	-		17,191,993	$	1,719	$	98,307,479		$	(97,453,540	)	$	856,058
Balances		4,000,000	$	400		-		$	-		17,191,993	$	1,719	$	98,307,479		$	(97,453,540	)	$	856,058
Common stock issued for exercise of warrants		-		-		-			-		117,095,110		11,710		49,363			-			61,073
Net Loss		-		-		-			-		-		-		-			(1,558,992	)		(1,558,992	)
Balances, June 30, 2024		4,000,000	$	400		-		$	-		134,287,103	$	13,429	$	98,356,842		$	(99,012,532	)	$	(641,861	)
Balances		4,000,000	$	400		-		$	-		134,287,103	$	13,429	$	98,356,842		$	(99,012,532	)	$	(641,861	)

	Series A Preferred Stock				Series B Preferred Stock					Common Stock				Additional Paid-In			Accumulated
	Shares		Amount		Shares			Amount		Shares		Amount		Capital			Deficit			Total
Balance, December 31, 2023		4,000,000	$	400		1,305		$	-		4,234,747	$	423	$	86,839,777		$	(90,508,170	)	$	(3,667,570	)
Issuance of Series B Preferred Stock		-		-		605			-		-		-		605,000			-			605,000
Common stock units issued for cash		-		-		-			-		1,400,000		140		5,372,647			-			5,372,787
Deferred offering costs		-		-		-			-		-		-		(4,110,101	)		-			(4,110,101	)
Issuance common stock for settlement of debt		-		-		-			-		143,262		15		286,793			-			286,808
Common stock issued for conversion of debt		-		-		-			-		1,801,880		180		7,657,810			-			7,657,990
Common stock issued for conversion of Series B Preferred Stock		-		-		(1,910	)		-		691,404		69		(69	)		-			-
Common stock issued for exercise of warrants		-		-		-			-		8,920,700		892		(892	)		-			-
Series C warrant issued		-		-		-			-		-		-		1,503,514			-			1,503,514
Stock based compensation		-		-		-			-		-		-		153,000			-			153,000
Net loss		-		-		-			-		-		-		-			(6,945,570	)		(6,945,370	)
Balance, March 31, 2024		4,000,000	$	400		-		$	-		17,191,993	$	1,719	$	98,307,479		$	(97,453,540	)	$	856,058

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

Vocodia Holdings Corp

Condensed Consolidated Statements of Cash Flows

	Three Months Ended
	March 31,
	2025			2024
Operating activities:
Net Loss	$	(1,172,814	)	$	(6,945,370	)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation		1,586			1,480
Amortization of debt issuance costs		45,952			165,082
Stock-based compensation		-			153,000
Liquidated damages -warrants		710,375			-
Convertible note default penalty		-			146,054
Change in fair value of derivative liability		(48,816	)		(115,296	)
Loss on settlement of debt		33,510			3,824,936
Write-off of accounts receivable		50,000			-
Changes in operating assets and liabilities:
Prepaid expenses and other assets		35,424			(308,464	)
Other assets		713			-
Accounts payable and accrued liabilities		155,520			651,120
Net change in operating right-of-use lease asset and liability		-			(1,112	)
Cash used in operating activities		(188,550	)		(2,428,570	)
Financing activities:
Proceeds from issuance of common stock units		-			5,372,787
Deferred offering costs		-			(24,375	)
Proceeds from issuance of Series B Preferred stock		-			605,000
Repayment to related party payable		(21,729	)		-
Proceeds from notes payable		-			30,000
Repayment of notes payable		-			(55,000	)
Proceeds from convertible notes payable		260,000			-
Repayment of convertible notes payable		(48,663	)		(802,984	)
Cash provided by financing activities		189,608			5,125,428
Change in cash		1,058			2,696,858
Cash, beginning balances		281			-
Cash, ending balances	$	1,339		$	2,696,858
Supplemental cash flow information:
Cash paid for interest	$	11,337		$	109,088
Cash paid for taxes	$	-		$	-
Non-Cash Investing and Financing Activities:
Initial derivative liabilities recognized as a debt discount	$	50,000		$	-
Series C warrants issued	$	-		$	1,053,514
Issuance common stock for settlement of debt	$	167,798		$	286,808
Common stock issued for conversion of debt	$	-		$	7,657,990
Common stock issued for conversion of Series B Preferred Shares	$	-		$	69
Common stock issued for exercise of warrants	$	18,200		$	892

(Unaudited)


	For the Six Months Ended June 30,
	2025			2024

Cash flows from operating activities:
Net loss	$	(4,042,785	)	$	(8,504,362	)
Adjustment to reconcile net loss to net cash used in operating activities:
Depreciation		3,173			2,959
Amortization of debt issuance costs		123,689			165,082
Liquidated damages - warrants		710,375			-
Losses on digital assets		15,404			-
Stock-based compensation		-			153,000
Bad debt expense		50,000			-
Convertible note default penalty		14,400			146,054
Loss on issuance of May 2025 convertible note and warrants		756,621			-
Change in fair value of May 2025 Convertible Note		(28,052	)		-
Change in fair value of warrant liability		32,330			-
Derivative expense and change in fair value of derivative liability		1,128,710			(115,296	)
Loss on settlement of debt		167,830			3,824,936
Settlement of accounts payable		(79,500	)		(60,861	)
Changes in operating assets and liabilities:
Accounts receivable		(1,000	)		-
Prepaid expense and other assets		74,228			(233,310	)
Other assets		713			(127	)
Accounts payable and accrued expenses		707,558			66,742
Related party payable		9,148			-
Net change in operating right-of-use lease asset and liability		-			(2,223	)
Net cash used in operating activities		(357,158	)		(4,557,406	)

Cash flows from investing activities:
Purchase of property and equipment		-			(2,131	)
Purchases of digital assets		(170,057	)		-
Proceeds from sales of digital assets		15,880			-
Net cash used in investing activities		(154,177	)		(2,131	)

Cash flows from financing activities:
Proceeds from issuance of common stock units		-			5,372,787
Deferred offering costs		-			(24,375	)
Proceeds from exercise of warrants		-			61,073
Proceeds from issuance of series B preferred stock		-			605,000
Proceeds from related party payable		-			883
Proceeds from notes payable		-			30,000
Proceeds from convertible notes payable		260,000			-
Proceeds from May 2025 convertible note		275,000			-
Issuance costs of May 2025 convertible note		25,000			-
Repayment of notes payable		-			(55,000	)
Repayment of convertible notes payable		(48,663	)		(802,984	)
Net cash provided by financing activities		511,337			5,187,384

Net decrease in cash		2			627,847

Cash, beginning of year		281			-

Cash, end of year	$	283		$	627,847

Supplemental cash flow information:

Cash paid for interest	$	-		$	109,088
Cash paid for taxes	$	-		$	-

Supplemental non-cash investing and financing activities:
Series C warrants issued	$	-		$	1,503,514
Issuance of common stock for settlement of debt	$	-		$	93,298
Issuance of common stock for settlement of debt - related parties	$	-		$	193,510
Common stock issued for conversion of debt	$	-		$	7,657,990
Common stock issued for conversion of Series B Preferred Shares	$	-		$	69
Common stock issued for exercise of warrants	$	36,078		$	12,602

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

VOCODIA HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~MARCH 31~~June 30, 2025~~, AND 2024~~

NOTE 1 – ORGANIZATION AND GOING CONCERN

Organization and Business Overview

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

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

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

Going Concern

The Company’s consolidated financial statements are prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States including the assumption of a going concern basis, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, as shown in the accompanying consolidated financial statements, during the six months ended June 30, 2025, the Company had a net loss of approximately $14.~~2 million, an~~0 ~~accumulated deficit of $101.8~~ million, and used cash in operations of approximately $0.2 4 million. ~~for~~As ~~the~~of ~~three~~June ~~months ending March 31~~30, 2025, ~~and negative working capital of $3.2 million. In May 2025,~~ the Company ~~closed~~had ~~on a private offering pursuant to a Securities Purchase Agreement with~~ an ~~accredited~~accumulated ~~investor,~~deficit ~~pursuant to which the investor purchased a Senior Secured Convertible Note in the original principal amount~~ of $3104.37 million ~~including~~and annegative ~~original~~working ~~issue~~capital ~~discount (“OID”)~~ of $05.39 million. The Company expects to continue to incur significant expenditures to develop its technology. As such, there is substantial doubt about the company’s ability to continue as a going concern.

Management recognizes that the Company must obtain additional resources to successfully develop its technology and implement its business plans. Through ~~March~~June 3130, 2025, the Company has received funding in the form of indebtedness and from the sale stock subscriptions. In May 2025, the Company closed on a private offering pursuant to a Securities Purchase Agreement with an accredited investor, pursuant to which the investor purchased a Senior Secured Convertible Note in the original principal amount of $3.3 million including an original issue discount (“OID”) of $0.3 million. As of June 30, 2025, the Company had received total proceeds of $275,000 from the Senior Secured Convertible Note. Management plans to continue to raise funds and/or refinance our indebtedness to support our operations in 2025 and beyond. However, no assurances can be given that we will be successful. If management is not able to timely and successfully raise additional capital and/or refinance indebtedness, the implementation of the Company’s business plan, financial condition and results of operations will be materially affected These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements ~~have~~were ~~been~~ prepared inusing ~~accordance with~~ accounting principles generally accepted in the United States of America (“U.S GAAP”) for interim financial information and ~~with~~ the instructions to Form 10-Q and ~~Rule~~ Article 8~~-03~~ of Regulation S-X. ~~They~~ Accordingly, these unaudited condensed consolidated financial statements do not include all information ~~and~~or notes required by U.S. GAAP for ~~complete~~annual consolidated financial statements. ~~However,~~and ~~except~~should asbe ~~disclosed~~read ~~herein, there~~in ~~has~~conjunction ~~been~~with ~~no material change in~~ the ~~information~~Company’s ~~disclosed~~annual infinancial statements for the ~~Notes~~year toended ~~Consolidated~~December ~~Financial~~31, ~~Statements~~2024 included inwithin the ~~Annual~~ Company’s Current Report on Form 10-K, /Aoriginally offiled ~~Vocodia Holdings Corp for~~ with the ~~year~~SEC ~~ended~~on ~~December 31~~June 18, ~~2024~~2025.

In the opinion of management, the unaudited consolidated condensed financial statements included herein contain all adjustments ~~(including~~necessary to ~~normal~~present ~~recurring~~fairly ~~accruals)~~the ~~considered~~Company’s ~~necessary~~financial position and the results of its operations and cash flows for athe ~~fair~~interim ~~presentation~~periods ~~have~~presented. Such ~~been~~adjustments ~~included~~are of a normal recurring nature. ~~Operating~~The results of operations for the ~~three~~six months ended ~~March~~June 3130, 2025, ~~are~~may not ~~necessarily~~be indicative of ~~the~~ results ~~that may be expected~~ for the full year. ~~ending~~Basis ~~December 31, 2025.~~of Consolidation

Basis of Consolidation

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

Use of Estimates

The preparation of the Company’s condensed consolidated financial statements in ~~conformity~~ accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, ~~and~~the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements., ~~The estimates~~ and ~~judgments will also affect~~ the reported amounts ~~for~~of ~~certain~~revenue and expenses during the reporting period. Significant ~~Actual~~estimates ~~results~~and ~~could~~assumptions ~~differ~~reflected ~~from~~in these ~~good~~condensed ~~faith~~consolidated ~~estimates~~financial ~~and~~statements ~~judgments~~include, ~~Significant estimates~~but are ~~contained~~not inlimited ~~the~~to, assumptions ~~accompanying~~related ~~financial~~to ~~statements for~~ the Company’s valuation of derivatives and convertible notes, the valuation allowance on deferred tax assets, share- based compensation, useful ~~lives~~life for depreciation and amortization of long- lived assets, ~~and~~determination of the incremental borrowing ~~rate~~rates, ~~used~~short-term debt, convertible notes, stock options and stock warrants. The Company based its estimates on ~~right~~historical experience, known trends and other market-~~of-use~~specific ~~asset~~or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates when there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates.

Cash ~~and Cash Equivalents~~

~~Cash~~The Company ~~and~~considers ~~cash~~all ~~equivalents~~highly ~~include~~liquid ~~cash~~money inmarket ~~bank accounts~~funds and ~~money~~certificates ~~market~~of ~~funds~~deposit with original maturities of less than three months to ~~from~~be ~~inception,~~cash ~~which~~equivalents. ~~are~~The ~~readily~~Company ~~convertible~~maintains toits ~~known~~cash ~~amounts of~~balance ~~cash~~with ~~and~~various ~~which,~~banks. inThe balances are insured by the ~~opinion~~Federal ofDeposit ~~management,~~Insurance Corporation ~~are~~(“FDIC”) ~~subject~~up to an$250,000. ~~insignificant~~The ~~risk~~Company ofmonitors ~~loss~~the cash balances held in ~~value~~its bank accounts. AtAs ~~March~~of 31June 30, 2025, and December 31,. 2024, the Company ~~had~~did ~~cash~~not ofhave ~~$1,339~~any ~~and~~cash ~~$281~~balances ~~and~~which $0exceeded ~~and~~the $0insured ~~of cash equivalents, respectively~~amounts.

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

Property and Equipment

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

SCHEDULE OF ESTIMATED USEFUL LIVES

Furniture and fixtures		7 years
Computer equipment		5 years

Accounts Receivable

Accounts receivables are recorded inat ~~accordance with~~the ~~Financial~~amount ~~Accounting~~the ~~Standards~~Company ~~Board~~expects ~~Accounting~~to ~~Standards~~collect ~~Codification~~on ~~(ASC)~~the ~~310, “Receivables.” Accounts receivables~~balance ~~are~~outstanding ~~recorded~~ at ~~the~~year-end. ~~invoiced~~Management ~~amount~~closely ormonitors outstanding ~~agreement~~balances during the year and doallocates ~~not~~an ~~bear~~allowance ~~interest~~account if appropriate. The Company ~~maintains~~estimates ~~allowances~~and ~~for~~records ~~doubtful~~a ~~accounts~~provision for ~~estimated~~its ~~losses~~expected ~~resulting~~credit ~~from~~losses ~~the~~related ~~inability~~to of its ~~customers~~financial toinstruments, ~~make~~including ~~the~~its ~~required~~trade ~~payments~~receivables ~~for~~and ~~services~~contract assets. ~~Accounts~~The ~~with known financial~~Company ~~issues~~considers ~~are~~historical ~~first~~collection ~~reviewed~~rates, ~~and~~the ~~specific~~current ~~estimates~~financial ~~are~~status ~~recorded.~~of ~~The~~its ~~remaining~~customers, ~~accounts~~macroeconomic ~~receivable~~factors, ~~balances~~and ~~are~~other ~~then~~industry-specific factors ~~grouped~~when inevaluating ~~categories by~~for ~~the~~current ~~number~~expected ofcredit ~~days~~losses. ~~the~~Forward-looking ~~balance~~information is ~~past~~also ~~due,~~considered ~~and~~in the ~~estimated~~evaluation ~~loss~~of iscurrent expected ~~calculated~~credit aslosses. aHowever, ~~percentage~~because of the ~~total~~short ~~category~~time ~~based~~to ~~upon~~the ~~past history.~~expected ~~Account~~receipt ~~balances~~of ~~are~~accounts ~~charged~~receivable, ~~against~~ the ~~allowance~~Company ~~when~~believes ~~it is probable~~ that the ~~receivable~~carrying ~~will~~value, ~~not~~net beof ~~recovered.~~expected ~~During~~losses, ~~the three~~approximates ~~months~~fair ~~ended~~value ~~March~~and ~~31,~~therefore ~~2025,~~relies ~~the~~more ~~Company~~on ~~recognized~~historical anand ~~allowance~~current ~~for~~analysis ~~doubtful accounts~~ of ~~$50,000~~such financial instruments.

As of June 30, 2025, and December 31, 2024, the Company had allocated $50,000 and $0, respectively to the allowance for credit loss. The Company writes off bad debts as they occur during the year.

Revenue Recognition

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

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

Fair Value of Financial Instruments

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

	●	Level 1: Observable inputs such as unadjusted quoted prices in active markets for identical instruments.

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

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

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

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

Set out below are the Company’s financial instruments that are required to be remeasured at fair value on a recurring basis and their fair value hierarchy as of ~~March~~June 3130, 2025, and as of December 31, 2024:

March 31, 2025	Level 1		Level 2		Level 3		Carrying Value
Liabilities:
Derivative Liability – Conversion feature	$	-	$	-	$	106,521	$	106,521

June 30, 2025	Level 1		Level 2		Level 3		Carrying Value
Liabilities:
Derivative Liability – Conversion Feature	$	-	$	-	$	138,050	$	138,050
Derivative Liability – December 2024 Note Conversion Feature	$	-	$	-	$	1,145,997		1,145,997
May 2025 Convertible Note	$	-	$	-	$	305,281	$	305,281
May 2025 Warrant Liability	$	-	$	-	$	755,618	$	755,618

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

Advertising

The Company expenses advertising costs ~~are~~as incurred. Advertising expenses for the three and six months ended ~~March~~June 3130, ~~2025~~2024, were $103,459 and ~~2024~~$229,368, respectively. Advertising expenses for the three and six months ended June 30, 2025, were $51175,~~300~~ 500 and $~~125~~216,~~909~~300, respectively. During the three months ended June 30, 2025, the Company recognized a gain on forgiveness of payables of $79,500 due to a credit received from an advertising vendor on the outstanding balance of accounts payable owed to that vendor. Additionally, during the three months ended June 30, 2025, the Company recorded advertising costs of $139,500 to accounts payable due to a dispute with a vendor over the balance owed by the Company to the vendor (Note 17 – Commitments and Contingencies).

Share-Based Compensation

The Company accounts for employee and non-employee stock awards under ASC 718, Compensation – Stock Compensation, whereby equity instruments issued to employees for services are recorded based on the fair value of the instrument issued and those issued to nonemployees are recorded based on the fair value of the consideration received or the fair value of the equity instrument, whichever is more reliably measurable. Equity grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service. Further information regarding share-based compensation can be found in Note 913 – Stock-Based Compensation and Warrants.

Convertible Notes

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

Derivative Financial Instruments

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

Warrants

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

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

~~Net~~May 2025 ~~Income~~Convertible ~~(Loss) Per Share of Common Stock~~Note

As permitted under ASC 825 Financial Instruments (“ASC 825”), the Company elects to account for the May 2025 Convertible Note, which meets the required criteria, at fair value at inception and at each subsequent reporting date. Subsequent changes in fair value are recorded as a component of non-operating loss in the consolidated statements of operations. This election is made on an instrument-by-instrument basis as permitted under ASC 825. The portion of total changes in fair value of the convertible promissory note attributable to changes in instrument-specific credit risk are determined through specific measurement of periodic changes in the discount rate assumption exclusive of base market changes and are presented as a component of comprehensive income in the accompanying Consolidated Statements of Operation. As a result of electing the fair value option, direct costs and fees related to the May 2025 Convertible Note are expensed as incurred.

The Company estimates the fair value of the May 2025 Convertible Note using a Monte Carlo simulation model, which uses as inputs the fair value of our common stock and estimates for the equity volatility and volume volatility of our common stock, the time to expiration of the convertible promissory note, the risk-free interest rate for a period that approximates the time to expiration, and probability of default. Therefore, we estimate our expected future volatility based on the actual volatility of our common stock and historical volatility of our common stock utilizing a lookback period consistent with the time to expiration. The time to expiration is based on the contractual maturity date, giving consideration to the voluntary, mandatory and potential accelerated redemption scenarios. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of measurement for time periods approximately equal to the time to expiration. Probability of default is estimated using Bloomberg’s Default Risk function which uses our financial information to calculate a default risk specific to the Company.

Basic and Diluted Net Loss Per Share of Common Stock

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

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

For the three months ended March 31, 2025, and 2024, the following common stock equivalents were excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive.

	March 31,		March 31,
	2025		2024
	Shares		Shares
Warrants		1,810,052		2,071,400
Convertible notes payable		270,727,612		-
Liquidated damages payable		2,737,961,250		-
		3,010,498,914		2,071,400

Leases

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

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

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

~~The Company determines~~ For the ~~present~~six ~~value~~months ofended ~~minimum future~~June ~~lease~~30, ~~payments~~2025, ~~for~~and ~~operating~~2024, ~~leases~~the byfollowing ~~estimating~~common astock ~~rate~~equivalents ofwere ~~interest~~excluded ~~that~~from itthe ~~would~~computation ~~have~~of todiluted ~~pay to borrow on a collateralized basis~~net ~~over~~loss aper ~~similar~~share ~~term,~~as ~~an amount equal to~~ the ~~lease~~result ~~payments~~of ~~and a similar economic environment (~~the ~~“incremental~~computation ~~borrowing~~was ~~rate” or “IBR”)~~anti-dilutive.

~~The Company determines the appropriate IBR by~~SCHEDULE ~~identifying~~OF aCOMPUTATION ~~reference~~OF ~~rate~~DILUTED ~~and~~NET ~~making~~LOSS ~~adjustments~~PER ~~that take into consideration financing options and certain lease-specific circumstances. For the reference rate, the Company used the seven-year mortgage interest rate.~~SHARE

Recent Accounting Pronouncements

	June 30,		June 30,
	2025		2024
	Shares		Shares
Warrants		612,941,861		1,690,062
Convertible notes payable		1,154,622,304		-
Liquidated damages payable		2,460,461,250		-
Anti-dilutive		4,228,025,415		1,690,062

Leases

The Company assesses whether a contract is or contains a lease at inception of the contract and recognizes right-of-use assets (“ROU”) and corresponding lease liabilities at the lease commencement date. The lease term is used to calculate the lease liability, which includes options to extend or terminate the lease when it is reasonably certain that the option will be exercised. The leases the Company currently holds do not have implicit borrowing rates; therefore, the Company utilizes its incremental borrowing rate to measure the ROU assets and liabilities. Operating lease expense is generally recognized on a straight-line basis over the lease term. All leases that have lease terms of one year or less are considered short-term leases and therefore are not recorded through a ROU asset or liability. The Company has elected to apply the practical expedient to not separate the lease and non-lease components of a contract.

The Company determines the appropriate incremental borrowing rate by identifying a reference rate and making adjustments that take into consideration financing options and certain lease-specific circumstances. For the reference rate, the Company used the seven-year mortgage interest rate. As of June 30, 2025, and December 31, 2024, the Company did not have any leases with terms longer than a year.

Emerging Growth Company

Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which expires December 31, 2026, unless the Company is otherwise disqualified. Accordingly, when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s condensed consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Recently Issued Accounting Pronouncements

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

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

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

NOTE 3 – PROPERTY AND EQUIPMENT

As of March 31, 2025, and December 31, 2024, property and equipment consisted of the following:

	March 31,			December 31,
	2025			2024
Furniture and Fixtures	$	27,877		$	27,877
Computer Equipment		11,815			11,815
Total Property and Equipment		39,692			39,692
Less: accumulated depreciation and amortization		(22,366	)		(20,780	)
Property and Equipment, net	$	17,326		$	18,912

During the three months ended March 31, 2025, and 2024, depreciation and amortization expenses relating to property and equipment were $1,586 and $1,480 respectively.

NOTE 4 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consisted of the following at March 31, 2025, and December 31, 2024:

	March 31,		December 31,
	2025		2024
Accounts payable	$	1,642,830	$	1,546,845
Accrued expenses		386,750		386,750
Accrued interest		60,696		11,612
Accounts payable and accrued expenses	$	2,090,276	$	1,945,207

~~NOTE~~In November 52024, –the ~~OPERATING~~FASB ~~LEASES~~issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03.

~~We had operating leases for our corporate offices~~There ~~and~~have ~~one~~been ~~short-term~~no ~~lease~~other ~~for~~recent ~~executive~~accounting ~~offices.~~pronouncements, ~~Our~~changes ~~corporate~~in ~~office~~accounting ~~lease~~pronouncements ~~has~~or arecently ~~remaining~~adopted ~~lease~~accounting ~~term~~guidance ~~of thirty-five (35) months with~~during ~~no options to extend. The Company moved out from~~ the ~~premises~~six onmonths ~~December~~ended ~~15,~~June ~~2024. As of March 31~~30, 2025, ~~and~~that ~~December~~are ~~31,~~of ~~2024,~~significance ~~our~~or ~~lease liabilities~~potential ~~were~~significance ~~nil~~to the Company.

	Three months ended
	March 31,
	2024
The components of lease expense were as follows:
Short-term lease cost	$	16,476
Operating lease cost		30,069
Total lease cost	$	46,545
Supplemental cash flow information related to leases was as follows: Operating cash flows from operating leases	$	31,180
Right-of-use assets obtained in exchange for new operating lease liabilities	$	-
Weighted-average remaining lease term - operating leases (year)		2.67
Weighted-average discount rate — operating leases		6.50

Recently Adopted Accounting Pronouncements

~~NOTE~~In December 62023, –the ~~NOTE~~FASB ~~PAYABLE~~issued ~~AND~~ASU ~~CONVERTIBLE~~2023-08, ~~NOTES~~Intangibles—Goodwill ~~PAYABLE~~ and Other—Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets. ASU 2023-08 requires in-scope crypto assets (including the Company’s digital assets) to be measured at fair value in the balance sheet, with gains and losses from changes in the fair value of such crypto assets recognized in net income each reporting period. ASU 2023-08 also requires certain interim and annual disclosures for crypto assets within the scope of the standard. The Company adopted this guidance effective January 1, 2025, on a prospective basis. The adoption of ASU 2023-08 did not have a material impact on the Company’s financial statements.

~~Note~~NOTE 3 ~~payable~~– PREPAID EXPENSE AND OTHER ASSETS

~~During the year ended December 31, 2023, the Company~~As ~~issued note payable~~ of ~~$25,000 to~~June ~~pay professional fees and recorded it as a deferred offering cost. The Note is unsecured~~30, ~~due on the earlier of the completion of an IPO or February 12~~2025, ~~2024,~~ and ~~bears interest at $5,000 if paid before~~ December 31, ~~2023 or $25~~2024,~~000 if paid~~ ~~after~~prepaid ~~December~~expenses ~~31, 2023. During the three months ended March 31, 2025~~ and ~~2024,~~other ~~the~~assets ~~Company~~consisted ~~recorded interest expense~~ of $0the ~~and $5,000, respectively. As of March 31, 2025, and December 31, 2024, and, accrued interest was $0 and $0, respectively.~~following:

~~In February 2024, the Company borrowed $30,000 and~~SCHEDULE ~~repaid~~OF ~~the~~PREPAID ~~note~~EXPENSES ~~payable~~AND ~~and~~OTHER ~~accrued interest totaling $43,000.~~ASSETS

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

	June 30,		December 31,
	2025		2024
Prepaid operating expense	$	2,847	$	53,627
Prepaid insurance		-		23,449
Loan to related party		1,000		1,000
Total prepaid expense and other assets	$	3,847	$	78,076

~~Convertible~~NOTE 4 ~~notes~~– ~~payable~~PROPERTY AND EQUIPMENT

~~The components of Convertible Notes payable as~~As of ~~March~~June 3130, 2025, and December 31, 2024, ~~were~~property asand ~~follows~~equipment consisted of the following:

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

SCHEDULE OF PROPERTY AND EQUIPMENT

	June 30,			December 31,
	2025			2024
Furniture and Fixtures	$	27,877		$	27,877
Computer Equipment		11,815			11,815
Total Property and Equipment		39,692			39,692
Less: accumulated depreciation and amortization		(23,953	)		(20,780	)
Property and Equipment, net	$	15,739		$	18,912

During the three months ended June 30, 2025, and 2024, depreciation expense relating to property and equipment was $1,587 and $1,480 respectively. During the six months ended June 30, 2025, and 2024, depreciation expense relating to property and equipment was $3,173 and $2,959 respectively.

~~On September 18, 2024, the Company entered into~~NOTE a5 ~~Convertible~~– ~~Note~~DIGITAL with a principal amount of $105,300 including $15,300 debt discount at a 22% interest rate per annum. The note is convertible at any time following an event of default with a conversion price of 65% multiplied by the lowest trading price for the Company’s common stock during the ten trading days prior to the conversion date. Additionally, the Company incurred legal fee reimbursement and due diligence fee amounting to $2,500 and $3,500 recognized as financing cost, respectively. During the three months ended March 31, 2025, the Company repaid principal of $48,663 and accrued interest of $11,337.ASSETS

OnThe Company ~~November~~accounts ~~13,~~for ~~2024,~~its ~~the~~digital ~~Company~~assets ~~entered~~as ~~into a~~indefinite-lived ~~Convertible~~intangible ~~Note~~assets in accordance with aASC ~~principal~~350, ~~amount~~Intangibles—Goodwill and Other and ASU 2023-08. As of ~~$57~~June 30,~~500 including~~ $72025,~~500 debt~~ ~~discount~~the atCompany’s ~~a 15%~~digital ~~interest~~assets ~~rate~~were ~~per~~composed ~~annum~~primarily of Solana and ~~issuance~~ 28Ethereum,~~750~~ with ~~warrants~~trivial holdings of Bitcoin. The ~~note~~Company’s isdigital ~~convertible~~assets are initially recorded at cost. Subsequent to the ~~option~~Company’s adoption of ~~the~~ASU ~~holders~~2023-08 on January 1, 2025, digital assets are measured at ~~any~~fair ~~time~~value as of each reporting period. The Company determines the fair value of its digital assets in accordance with ASC 820, ~~and~~Fair Value Measurement, based on quoted (unadjusted) prices on the ~~conversion~~Kraken ~~price~~exchange, the active exchange that the Company has determined is ~~70%~~its ~~multiplied~~principal market for Solana (Level 1 inputs). Changes byin ~~the~~fair ~~lowest~~value ~~trading~~are ~~price~~recognized ofas incurred in the Company’s ~~common~~Consolidated ~~stock~~Statements ~~during~~of ~~the~~Operations, 10within ~~trading~~“Losses ~~days~~on ~~prior~~digital assets”, towithin the ~~conversion~~Company’s ~~date~~Consolidated Statement of Operations.

~~On December 20, 2024, the Company entered into a Convertible Note with a principal amount of $60,000 including $10,000 debt discount at 20% interest rate compounded monthly.~~ The ~~lender~~ ~~has the right to convert, at any time~~ following ~~date~~table ofsummarizes the ~~Reg-A~~Company’s ~~Statement~~digital ~~and~~asset ~~until~~holdings ~~the~~as ~~outstanding balance has been paid in full at conversion formula~~ of ~~the~~June ~~outstanding balance amount divided by~~ 30~~% and the market price. On January 17~~, 2025, ~~the~~and ~~Company~~December ~~modified the original convertible Note of $60~~31,~~000~~ with new Convertible Note with a principal amount of $96,000 including $16,000 discount at 20% interest rate compounded monthly. The Company determined the modifications of exchange debts are extinguishment of debts with recognition gains or losses. As a result of the debt extinguishment, the Company recognized a gain on modification of debt of $11,156.2024:

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

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

	June 30,		December 31,
	2025		2024
Number of Solana units held		868		-
Number of Ethereum units held		2		-
Number of units held		2		-
Digital asset carrying value	$	138,773	$	-

OnSolana, Bitcoin ~~March~~and ~~10,2025,~~Ethereum ~~the~~are ~~Company~~digital ~~entered~~assets, ~~into~~which is a ~~Convertible Note~~novel ~~with~~asset aclass ~~principal~~that ofis ~~$285,714~~subject ~~including~~to ~~$85~~significant legal,~~714~~ ~~discount~~commercial, atregulatory ~~10%~~and technical ~~interest~~uncertainty. ~~per~~Holding ~~annum.~~these ~~During~~digital ~~the~~assets ~~three~~does ~~months~~not ~~ended~~generate ~~March~~any 31cash flow and involves custodial fees and other costs. Additionally, the ~~2025~~price of these digital assets has historically experienced significant price volatility, and a significant decrease in the price of Solana or Ethereum would adversely affect the Company’s ~~obtained~~financial ~~$200,000~~condition ~~including~~and ~~$70,000~~results ~~discount~~of operations. The ~~note~~Company’s isstrategy of ~~convertible~~acquiring ~~into~~and ~~common~~holding ~~shares~~digital atassets ~~any~~also ~~time~~exposes it to counterparty risks with respect to the custody of its digital assets, cybersecurity risks, and other risks inherent to holding a digital asset. In particular, the ~~conversion~~Company ~~price~~ is ~~equal~~subject to the ~~lowest~~risk ~~daily~~that, ~~Volume~~if ~~-Weighted~~its ~~Average~~private ~~Price~~keys with onrespect to its digital assets are lost or destroyed or other similar circumstances or events occur, the ~~trading~~Company ~~day~~may ~~immediately~~lose ~~prior~~some toor all of its digital assets, which could materially adversely affect the ~~date~~Company’s ~~that~~financial ~~any~~condition ~~Tranche~~and isresults ~~advanced~~of operations.

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

~~The~~During the ~~Company~~second ~~valued~~quarter of 2025, the ~~conversion~~Company’s ~~feature~~CEO ~~using the~~Brian ~~Black-Scholes~~Podolak ~~pricing~~(“Podolak”) ~~model.~~borrowed ~~The~~funds ~~fair~~pursuant ~~value~~to a $55,172 personal loan in which 761 units of the ~~derivative~~Company’s ~~liability~~Solana ~~for~~were ~~all~~pledged ~~the~~as ~~notes~~collateral ~~that~~for ~~became~~the ~~convertible,~~loan. ~~including~~The proceeds from the ~~notes issued~~loan inwere ~~prior~~partially used ~~years,~~to ~~during~~fund the ~~three~~cost ~~months~~of ~~ended~~operating ~~March~~expenses ~~31,~~incurred ~~2025,~~by ~~amounted~~Podolak toon ~~$141,456,~~behalf ~~and $50,000~~ of the ~~value~~Company. ~~assigned~~The to761 ~~the derivative~~units ~~liability~~of Solana that was ~~recognized~~pledged as collateral is held in a ~~debt~~third-party ~~discount~~account toowned by the ~~notes~~lender, ~~while~~however, the Company maintains its ownership of the collateralized units. As of June 30, 2025, the Company had a related party payable balance of $9130,~~456 was~~876 ~~recognized~~due asto aexpenses ~~“day~~incurred 1“by Podolak on behalf of the ~~derivative~~Company ~~loss~~(Note 15 - Related Party Transactions).

On July 23, 2025, Podolak’s personal loan was amended to increase its principal to $70,695 (Note 18 – Subsequent Events).

NOTE 6 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consisted of the following at June 30, 2025, and December 31, 2024:

	June 30,		December 31,
	2025		2024
Accounts payable	$	1,807,941	$	1,546,845
Accrued expenses		555,280		386,750
Accrued interest		261,588		11,612
Accounts payable and accrued expenses	$	2,624,809	$	1,945,207

NOTE 7 – ~~DERIVATIVE~~OPERATING ~~LIABILITITES~~LEASES

~~Fair~~As of ~~Value~~June ~~Assumptions~~30, ~~Used~~2025, inand ~~Accounting~~December 31, 2024, the Company had two short-term month-to-month leases. The Company previously had one long-term lease that was used for ~~Derivative~~the ~~Liabilities~~Company’s corporate offices. However, the Company moved out of the premises on December 15, 2024. As of June, 30, 2025, and December 31, 2024, our lease liabilities were nil.

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

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

	Three Months Ended
	June 30,
	2024
The components of lease expense were as follows:
Short-term lease cost	$	(264	)
Operating lease cost		30,069
Total lease cost	$	29,805

The following table summarizes the changes in the derivative liabilities related to convertible note and warrants during the three months ended March 31, 2025:

	Six Months Ended
	June 30,
	2024
The components of lease expense were as follows:
Short-term lease cost	$	16,212
Operating lease cost		60,138
Total lease cost	$	76,350

Supplemental cash flow information related to leases was as follows:
Operating cash flows from operating leases	$	62,360

Weighted-average remaining lease term - operating leases (year)		2.42
Weighted-average discount rate - operating leases		6.50	%

		Three Months ended
		March 31
		2025
Expected conversion price	$	0.00072 - 0.00084
Expected term		0.12 -0.75 years
Expected average volatility		245% - 265%
Expected dividend yield		-
Risk-free interest rate		4.03% -4.13%

NOTE 8 – NOTE PAYABLE

~~For~~On December 16, 2024, the Company issued a note payable of $40,000 to pay professional fees. The note is unsecured, due 180 days from issuance and incurs interest at 20% per annum. During the three and six months ended ~~March~~June 3130, 2025, the ~~estimated~~Company ~~fair~~recognized ~~values~~ interest expense of $1,995 and $3,967, respectively, due to the ~~liabilities~~note ~~measured~~payable. onAs of June 30, 2025, and December 31, 2024, the Company had a ~~recurring~~note ~~basis~~payable balance ~~are~~of as$40,000. ~~follows:~~ As of June 30, 2025, and December 31, 2024, the Company had accrued interest of $4,296 and $329, respectively. As of June 30, 2025, the note payable was in past due.

Fair Value Measurements Using Significant Observable Inputs (Level 3)
Balance - December 31, 2024	$	105,337
Addition of new derivatives recognized as debt discounts		50,000
Addition of new derivatives recognized as loss on derivatives		91,456
Change in fair value of the derivative		(140,272	)
Balance - March 31, 2025	$	106,521

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

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

NOTE 9 8 – ~~STOCKHOLDERS’~~CONVERTIBLE ~~EQUITY~~NOTES PAYABLE

The components of convertible notes payable as of June 30, 2025, and December 31, 2024, were as follows:

SCHEDULE OF CONVERTIBLE NOTES PAYABLE

	Principal		Maturity	Interest			June 30,			December 31,
Convertible Note	Amount		Date	Rate			2025			2024
September 2024 Note		105,300	June 30, 2025		22	%	$	4,224		$	105,300
November 2024 Note		57,500	May 12, 2025		15	%		32,712			57,500
December 2024 Note		96,000	June 20, 2025		20	%		110,400			60,000
March 2025 Note 1		56,000	December 15, 2025		12	%		56,000			-
March 2025 Note 2		30,000	December 7, 2025		15	%		30,000			-
March 2025 Note 3		30,000	December 18, 2025		15	%		30,000			-
March 2025 Note 4		285,714	December 10, 2025		10	%		200,000			-
Total face value							$	463,336		$	222,800
Unamortized debt discount and issuance costs								(83,945	)		(64,929	)
Total convertible notes								379,391			157,871
Current portion of convertible notes								(379,391	)		(157,871	)
Long-term convertible notes							$	-		$	-

September 2024 Note

On September 18, 2024, the Company entered into a convertible note (the “September 2024 Note”) with a principal amount of $105,300. The September 2024 Note has a $15,300 original issue discount and incurs a one-time interest charge of $13,689 at issuance, equal to an interest rate of 13%. The September 2024 Note is convertible at any time following an event of default with a conversion price of 65% multiplied by the lowest trading price for the Company’s common stock during the ten trading days prior to the conversion date. Further, the September 2024 Note stipulates that each conversion shall have a $1,500 discount on conversion. Additionally, the Company incurred a legal fee reimbursement and due diligence fee amounting to $2,500 and $3,500 recognized as financing costs, respectively.

The September 2024 Note requires payments of principal and accrued interest as follows: 1) $59,495 shall be due by March 30, 2025, 2) beginning on April 30, 2025, four payments of $14,874 shall be due on the 30^th day of each month. During the three months ended March 31, 2025, the Company repaid principal of $48,663 and accrued interest of $11,337. During the three months ended June 30, 2025, the holder of the September 2024 Note and the Company agreed to convert a total of $52,413 of principal and $2,352 of accrued interest into 132,730,036 shares of common stock. As a result, the Company recognized a loss on conversion of $44,042. The remaining balance and interest was due on June 30, 2025. On July 9, 2025, the holder of the September 2024 Note and the Company agreed to convert $4,224 of principal to 40,382,256 shares of common stock. As a result, the Company recognized a loss on conversion of $11,929 (Note 18 – Subsequent Events).

The Company recognized the amortization of debt discounts of $2,629 and $12,405 for the three and six months ended June 30, 2025, respectively, due to the September 2024 Note. As of December 31, 2024 and June 30, 2025 the outstanding debt discount balance for the September 2024 Note was $22,762 and $1,457, respectively.

November 2024 Note

On November 13, 2024, the Company entered into a convertible note (the “November 2024 Note”) with a principal amount of $57,500 including a $7,500 original issue discount, and a 15% annual interest rate. The November 2024 Note was issued with 28,750 warrants. The note is convertible at the option of the holder at any time, and the conversion price is 70% multiplied by the lowest trading price of the Company’s common stock during the 10 trading days prior to the conversion date.

On May 13, 2025, the holder of the November 2024 Note elected to convert $8,688 of principal and $4,312 of accrued interest into 37,142,857 shares of common stock. As a result, the Company recognized a loss on conversion of $9,286. On May 21, 2025, the holder of the November 2024 Note elected to convert $16,100 of principal into 46,000,000 shares of common stock. As a result, the Company recognized a loss on conversion of $25,300. As of June 30, 2025, the November 2024 Note was past due. Subsequent to the balance sheet date, the holder of the November 2024 Note elected to convert the remaining $32,712 of principal into 337,314,286 shares of common stock. As a result, the Company recognized a loss on conversion of $37,751. (Note 18 – Subsequent Events).

During the three and six months ended June 30, 2025 the Company recognized interest expense of $1,006 and $3,162, respectively, due to the November 2024 Note. The Company recognized the amortization of debt discounts of $20,522 and $42,167 for the three and six months ended June 30, 2025, respectively, due to the November 2024 Note. As of December 31, 2024 and June 30, 2025 the outstanding debt discount balance for the November 2024 Note was $42,167 and $0, respectively. The Company analyzed the conversion feature of the November 2024 Note and determined that in accordance with ASC 815 Derivatives and Hedging, the conversion feature of the note required bifurcation and separate accounting as a derivative liability from the host instrument. The Company has valued the conversion feature using the Black-Scholes pricing model. (Note 11 – Derivative Liabilities).

December 2024 Note

On December 20, 2024, the Company entered into a convertible note (the “December 2024 Note”) with a principal amount of $60,000 including a $10,000 original issue discount and a maturity date of June 20, 2025. It also incurs interest at a rate of 20% per month, compounded monthly. The lender has the right to convert the December 2024 Note, at any time following the qualified date of the Company’s Regulation-A Statement at a conversion price equal to 30% of the lowest trading price of the Company’s common stock during the twenty trading days preceding the conversion date. On August 4, 2025, the Company received a Notice of Qualification for the Regulation-A Statement (Note 18 – Subsequent Events).

On January 17, 2025, the December 2024 Note was amended to increase its principal to $96,000 with a $16,000 original issue discount. The Company determined the amendment qualified as a debt extinguishment in accordance with ASC 470 Debt. As a result, the Company recognized a gain on extinguishment of debt of $11,156. As of June 30, 2025, the December 2024 Note was past due and as a result, the December 2024 Note incurred a 15% late penalty fee which increased the outstanding principal by $14,400. The Company recognized interest expense of $165,923 and $243,041 for the three and six months ended June 30, 2025, respectively, due to the December 2024 Note. As of December 31, 2024 and June 30, 2025 the outstanding debt discount balance for the December 2024 Note was $0.

The Company regularly evaluates its convertible notes for derivative liabilities each reporting period. As of June 30, 2025 the Company determined that in accordance with ASC 815 Derivatives and Hedging the conversion feature of the December 2024 Note required bifurcation and separate accounting as a derivative liability from the host instrument. The Company has valued the conversion feature using a Monte Carlo valuation model (Note 11 – Derivative Liabilities).

On July 21, 2025, the holder of the December 2024 Note elected to convert $2,850 of principal to 95,000,000 shares of common stock. As a result, the Company recognized a loss on conversion of $25,650. On August 1, 2025, the holder of the November 2024 Note elected to convert $2,250 of principal to 75,000,000 shares of common stock. As a result, the Company recognized a loss on conversion of $12,750. On August 4, 2025, the holder of the December 2024 Note elected to convert $3,150 of principal to 105,000,000 shares of common stock. As a result, the Company recognized a loss on conversion of $17,850 (Note 18 – Subsequent Events).

March 2025 Notes

On March 3, 2025, the Company entered into a convertible note (the “March 2025 Note 1”) with a principal of $56,000. The March Note 1 was issued with a $6,000 original issue discount and incurs interest at a rate of 12% per annum. The March Note 1 is convertible at the option of the holders at any time after 180 days of this issuance date of Note, and the conversion price is 61% multiplied by the lowest trading price of Company’s common stock during the 10 trading days prior to the conversion date. During the three and six months ended June 30, 2025 the Company recognized interest expense of $1,675 and $2,191, respectively, due to the March 2025 Note 1. The Company recognized the amortization of debt discounts of $1,902 and $2,487 for the three and six months ended June 30, 2025, respectively, due to the March 2025 Note 1. As of June 30, 2025 the outstanding debt discount balance for the March 2025 Note 1 was $3,513.

On March 7, 2025, and March 18, 2025, the Company entered into two convertible notes (the “March 2025 Note 2” and “March 2025 Note 3”, respectively) with an investor. The March 2025 Note 2 and March 2025 Note 3 both have a principal of $30,000. They were also both issued with a $5,000 original issue discount and both have a 15% annual interest rate. Both notes are convertible at the option of the holder at any time with a conversion price equal to 60% multiplied by the lowest trading price of Company’s common stock during the 10 trading days prior to the conversion date.

During the three and six months ended June 30, 2025 the Company recognized interest expense of $1,122 and $1,418, respectively, due to the March 2025 Note 2. The Company recognized the amortization of debt discounts of $9,927 and $12,545 for the three and six months ended June 30, 2025, respectively, due to the March 2025 Note 2. As of June 30, 2025 the outstanding debt discount balance for the March 2025 Note 2 was $17,455. During the three and six months ended June 30, 2025 the Company recognized interest expense of $1,122 and $1,282, respectively, due to the March 2025 Note 3. The Company recognized the amortization of debt discounts of $9,927 and $11,345 for the three and six months ended June 30, 2025, respectively, due to the March 2025 Note 3. As of June 30, 2025 the outstanding debt discount balance for the March 2025 Note 1 was $18,655.

The Company analyzed the conversion features of the March 2025 Note 2, and the March 2005 Note 3 and determined that in accordance with ASC 815 Derivatives and Hedging, the conversion features of the notes required bifurcation and separate accounting as derivative liabilities from the host instruments. The Company has valued the conversion features using the Black-Scholes pricing model. The derivative liability for the March 2025 Note 2 and March 2025 Note 3 was recognized upon issuance of the notes at a fair value of $141,456. As a result, debt discounts on the notes totaling $50,000 were recognized and the remaining balance of $91,456 was recognized as a “day 1” derivative loss (Note 11 – Derivative Liabilities).

On March 12, 2025, the Company entered into a convertible note (the “March 2025 Note 4”) with a total principal of $285,714 and a total original issue discount of $85,714. The March 2025 Note 4 incurs interest at 10% per annum. As of June 30, 2025 the Company had received proceeds of $130,000 due to the March 2025 Note 4, resulting in a principal balance of $200,000 and an original issue discount balance of $70,000. The March 2025 Note 4 is convertible into common shares at any time, with a conversion price equal to the lowest daily Volume-Weighted Average Price on the trading day immediately prior to the date that a tranche of funding is advanced to the Company. During the three and six months ended June 30, 2025 the Company recognized interest expense of $4,986 and $5,628, respectively, due to the March 2025 Note 4. The Company recognized the amortization of debt discounts of $23,930 and $27,135 for the three and six months ended June 30, 2025, respectively, due to the March 2025 Note 4. As of June 30, 2025 the outstanding debt discount balance for the March 2025 Note 4 was $42,865.

NOTE 10 – MAY 2025 CONVERTIBLE NOTE

On May 13, 2025, the Company closed on a private offering pursuant to a Securities Purchase Agreement (the “Agreement”) with an accredited investor (the “Investor”), pursuant to which the Investor purchased a Senior Secured Convertible Note (the “May 2025 Convertible Note”) in the original principal amount of $3,333,333 including an original issue discount (“OID”) of $333,333. Interest accrues at a rate of 10% per annum. The Company also entered into a Security Agreement giving the Investor a senior secured position against the Company’s assets.

The consideration to the Borrower for the May 2025 Convertible Note is up to three million Dollars ($3,000,000) (the “Consideration”) to be paid in one or more tranches (each, a “Tranche”). The first five (5) Tranches (the “Initial Tranches”) shall consist of a payment by Holder to Borrower of one hundred ten thousand Dollars, with the first Initial Tranche advanced on the Issue Date. Following the funding of the Initial Tranches, and subject to the conditions set forth herein, the Holder shall continue to advance Tranches to the Borrower in minimum amounts of one hundred thousand Dollars ($100,000) per Tranche on a monthly basis, subject to certain conditions set forth in the May 2025 Convertible Note. Eighty percent of each tranche’s proceeds must be used to purchase specific crypto assets, with the remainder for working capital. The maturity date (“Maturity Date”) shall be the earlier of May 13, 2026 or the date in which the Company completes a Registered Public Offerring of the shares of the Company.

The May 2025 Convertible Note is convertible into shares of the Company’s common stock at a Conversion Price equal to the lower of (i) $0.001 or (ii) lowest daily VWAP on the Trading Day immediately prior to the date that any Tranche is advanced.

As of June 30, 2025, the Company has issued an aggregate principal of $333,333 of May 2025 Convertible Notes and received $275,000 in cash proceeds.

Additionally, for each dollar of principal issued under the May 2025 Convertible Note the Company shall issue the Investor a warrant to purchase 1,000 shares of the Company’s common stock at an exercise price of $0.001 per share for a period of 5 years (the “Warrants”).

Due to certain embedded contingent redemption features within the May 2025 Convertible Note, the Company elected to account for the May 2025 Convertible Note and all the embedded features at fair value at inception. Subsequent changes in fair value are recorded as a component of other income (loss) in the consolidated statements of operations. As a result of electing the fair value option, $25,000 of direct costs and fees related to the issuance of the May 2025 Convertible Note were expensed immediately. As the fair value of the liabilities required to be subsequently measured at fair value exceeded the net proceeds received, the Company recognized the excess of the fair value over the net proceeds received as a loss upon issuance of notes and warrants of $756,621 which is included in other income (expense) in the condensed consolidated statement of operations.

For the three and six months ended June 30, 2025, the Company recorded a gain of $31,824 related to the change in fair value of the May 2025 Convertible Note which was recognized in other income (expense) in the consolidated statements of operations.

Interest expense on the May 2025 Convertible Note totaled $3,365 for the three and six months ended June 30, 2025, and is included within change in fair value of the convertible notes in the consolidated statement of operations.

The following table presents the change in the balances of the May 2025 Convertible Note for the periods identified:

SCHEDULE OF CONVERTIBLE NOTE


Balance, January 1, 2025	$	-
Note issuances		333,333
Change in fair value		(31,824	)
Balance, June 30, 2025	$	301,509
Plus: accrued interest		3,772
Balance, June 30, 2025 – Convertible Notes FVO	$	305,281

In July of 2025 the Company issued an aggregate principal of $122,222 of May 2025 Convertible Notes and received $100,000 in cash proceeds, net of an original issue discount of $12,222 and $10,000 withheld by the Investor for legal fees. (Note 18 – Subsequent Events)

NOTE 11 – DERIVATIVE LIABILITITES

The Company regularly evaluates its convertible notes for derivative liabilities each reporting period. As of June 30, 2025 the Company determined that in accordance with ASC 815 Derivatives and Hedging the conversion feature of the December 2024 Note required bifurcation and separate accounting as a derivative liability from the host instrument. As a result, the Company recorded a derivative liability of $1,145,997 as of June 30, 2025 and a correspond loss on recognition of derivative liability of $1,145,997. The Company has valued the conversion feature using a Monte Carlo valuation model (Note 9 – Convertible Notes).

ASC 815 requires the Company to assess the fair market value of derivative liabilities at the end of each reporting period and recognize any change in the fair market value as other income or expense. The Company determined the derivative liabilities from convertible notes to be a Level 3 fair value measurement. The Company used a Monte Carlo valuation model to calculate the fair value of the derivative liability from the conversion feature of the December 2024 Note. The company used the Black-Scholes pricing model to calculate the fair value as of the issuance date and each reporting date for the conversion features of the other convertible notes (Note 9 – Convertible Notes Payable). Changes to the inputs used in the Monte Carlo valuation model or the Black-Scholes pricing model could produce a significantly higher or lower fair value measurement.

The following table summarizes the assumptions used to calculate the fair value of the December 2024 Note derivative liability measured using a Monte Carlo valuation model as of June 30, 2025:

	June 30,
	2025
Share Price	$	0.0002
Expected volatility		200.00	%
Risk-free interest rate		4.50	%

The following table summarizes the assumptions used to calculate the fair value of the derivative liabilities measured using the Black-Scholes pricing model as of June 30, 2025 and December 31, 2024:

	June 30,			December 31,
	2025			2024
Expected conversion price	$	0.00021 – 0.00018		$	0.0025 – 0.0026
Expected term		0.08 – 0.47			0.36 – 5.00
Expected volatility		248% - 259	%		67% - 146	%
Expected dividend yield		0.00	%		0.00	%
Risk-free interest rate		4.28% - 4.29	%		3.73% - 4.40	%

For the six months ended June 30, 2025 and 2024, the estimated fair values of the liabilities measured on a recurring basis are as follows:


Balance - December 31, 2024	$	105,337
Addition of new derivatives recognized as debt discounts		50,000
Addition of new derivatives recognized as loss on derivatives		91,456
Change in fair value of the derivative		(140,272	)
Balance - March 31, 2025	$	106,521
Recognition of derivative liability due to December 2024 Note conversion feature		1,145,997
Change in the fair value of the derivative		31,529
Balance – June 30, 2025	$	1,284,047

The aggregate loss on derivatives during the six months ended June 30, 2025 and 2024 is as follows:

SCHEDULE OF LOSS ON DERIVATIVES

	2025			2024
	Six Months Ended
	June 30,
	2025			2024
Day one loss due to derivative liabilities on convertible note	$	91,456		$	-
Loss due to derivative liability on December 2024 Note conversion feature		1,145,997			-
(Gain) loss on change in fair value of the derivative liabilities		(108,743	)		115,296
	$	1,128,710		$	115,296

NOTE 12 – WARRANT LIABILITY

On May 13, 2025, the Company issued the May 2025 Convertible Note alongside warrants to purchase 611,111,111 shares of the Company’s common stock (Note 10 – May 2025 Convertible Note). Each warrant may be exchanged for a share of common stock at a conversion price of $0.001 per share. The warrants have a term of five years.

The Company evaluated the warrants in accordance with the guidance at ASC 480 ASC 815 and determined that the warrants are precluded from being considered indexed to the entity’s own stock, resulting in the warrants being classified as a liability. Due to path dependent exercise price reset features, the fair value of the warrants was estimated utilizing a Monte Carlo simulation using relevant assumptions on the grant date, resulting in a total fair value of $723,288, which the Company recorded as a liability. The Company also determined that the warrants should be included in the determination of basic and diluted earnings per share in accordance with ASC 260, Earnings per Share.

For the three and six months ending June 30, 2025, the Company recognized a loss of $32,330 related to the change in fair value of the warrant liability. The fair value was estimated utilizing a Monte Carlo simulation with assumptions relevant on June 30, 2025, resulting in a total fair value of $755,618.

As of June 30, 2025, the Company had 611,111,111 liability classified warrants outstanding.

NOTE 13 – STOCKHOLDERS’ EQUITY

Authorized Capital Stock

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

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

Series A Preferred Stock

Effective February 24, 2025, the Company amended the Designation of the Series A Preferred Stock to restore voting rights previously eliminated. Pursuant to the amendment, Holders of the Series A Preferred Stock shall have the right to vote on any matters brought before the stockholders of of the Company for a vote as a single class. Each share of Series A Preferred Stock shall have the equivalent voting power of 10,000 ~~shares~~ shares of the Company’s ~~Common~~common ~~Stock~~stock.

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

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

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

As of ~~March~~June 3130, 2025, and December 31, 2024, 4,000,000 shares of Series A Preferred Stock were issued and outstanding.

Series B Preferred Stock

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

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

As of ~~March~~June 3130, 2025, and December 31, 2024, 0 shares of Series B Preferred Stock were issued and outstanding.

Series C Convertible Preferred Stock

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

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

●

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

● Voting Rights. The Series C COD provides that holders of Series C Preferred Shares shall have the right to vote on all matters presented to the stockholders for approval together with the shares of Common Stock, voting together as a single class, on an “as converted” basis, other than in regards to the Exchange Limitation. ● Liquidation. In addition, upon any liquidation, dissolution or winding-up of the Company, prior and in preference to the Common Stock, holders of Series C Preferred Stock shall be entitled to receive out of the assets available for distribution to stockholders before any amount shall be paid to the holders of any of shares of Junior Stock, but pari passu with any Parity Stock then outstanding, an amount per Preferred Share equal to the greater of (A) 120% of the Stated Value of such Preferred Share and (B) the amount per share such Holder would receive if such Holder converted such Preferred Share into Common Stock immediately prior to the date of such payment ● Conversion. The number of shares of Common Stock issuable upon conversion of any share of Series C Preferred Stock shall be determined by dividing (x) the Conversion Amount of such Preferred Share by (y) the Conversion Price (the “Conversion Rate”):

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

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

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

(i) “Conversion Amount” means, with respect to each Share, as of the applicable date of determination, the sum of (1) 120% of the Stated Value plus (2) the Additional Amount thereon and any accrued and unpaid late charges with respect to such Stated Value and Additional Amount as of such date of determination.21

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

●

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

As of ~~March~~June 3130, 2025, and December 31, 2024, 0 shares of Series C Convertible Preferred Stock were issued and outstanding.

Series D Redeemable Preferred Stock

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

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

● Dividends. Under the terms of the Series D Preferred Stock, the Company shall not pay any dividends on the Series D Preferred Stock. ● Voting Rights. Each share of Series D Preferred Stock shall entitle the holder thereof (a) to vote exclusively with respect to the Reverse Stock Split proposal at the Company’s next stockholder meeting following the Original Issue Date (and the Series D Preferred Stock shall not be entitled to vote on any other matter except to the extent required under Title 17 of the Wyoming Statutes or provided herein) and (b) to 10,000 votes per each share of Series D Preferred Stock and shall, except as required by law, vote together with the Common Stock and any other issued and outstanding shares of preferred stock of the Company that are entitled to vote thereon, as a single class. Notwithstanding the foregoing, in addition, as long as any shares of Series D Preferred Stock are outstanding, the Company shall not, without the affirmative vote of the Holders of a majority of the then outstanding shares of the Series D Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Series D Preferred Stock or alter or amend this Certificate of Designation, (b) amend the Articles of Incorporation or other charter documents of the Company in a manner adverse to the Holders, (c) increase the number of authorized shares of Series D Preferred Stock, or (d) enter into any agreement with respect to any of the foregoing. ● Liquidation. In addition, upon any liquidation, dissolution or winding-up of the Company, prior and in preference to the Common Stock, the Holders shall be entitled to receive out of the assets available for distribution to stockholders an amount in cash equal to 120% of the aggregate Stated Value of all shares of Series D Preferred Stock held by such Holder ● Redemption. On the earlier of the date on which (i) the Company obtains Stockholder Approval and (ii) the SPA is terminated prior to the Second Closing, the Company shall immediately redeem, out of funds legally available therefor, each of the Series D Preferred Stock then outstanding at a redemption price equal to the Redemption Price, without the requirement for any notice or demand or other action by any Holder or any other person or entity, provided that a Holder may, in its sole discretion, waive such right to receive payment on the date of Stockholder Approval or such termination, in whole or in part, and any such waiver shall not affect any other rights of such Holder or any other Holder hereunder. Upon receipt of full payment in cash for a complete redemption, each Holder will promptly submit to the Company such Holder’s Series D Preferred Stock certificates, if any, and such redeemed shares shall no longer be deemed to be outstanding.

● Voting Rights. Each share of Series D Preferred Stock shall entitle the holder thereof (a) to vote exclusively with respect to the Reverse Stock Split proposal at the Company’s next stockholder meeting following the Original Issue Date (and the Series D Preferred Stock shall not be entitled to vote on any other matter except to the extent required under Title 17 of the Wyoming Statutes or provided herein) and (b) to 10,000 votes per each share of Series D Preferred Stock and shall, except as required by law, vote together with the Common Stock and any other issued and outstanding shares of preferred stock of the Company that are entitled to vote thereon, as a single class. Notwithstanding the foregoing, in addition, as long as any shares of Series D Preferred Stock are outstanding, the Company shall not, without the affirmative vote of the Holders of a majority of the then outstanding shares of the Series D Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Series D Preferred Stock or alter or amend this Certificate of Designation, (b) amend the Articles of Incorporation or other charter documents of the Company in a manner adverse to the Holders, (c) increase the number of authorized shares of Series D Preferred Stock, or (d) enter into any agreement with respect to any of the foregoing.22

●As of ~~Liquidation.~~June ~~In addition~~30, ~~upon any liquidation~~2025, ~~dissolution~~and orDecember ~~winding-up of the Company~~31, ~~prior and in preference to the Common Stock~~2024, ~~the~~0 ~~Holders shall be entitled to receive out of the assets available for distribution to stockholders an amount in cash equal to 120% of the aggregate Stated Value of all~~ shares of Series D Redeemable Preferred Stock ~~held~~were byissued ~~such~~and ~~Holder~~outstanding.

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

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

Common Stock

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

During the ~~three~~six months ended ~~March~~June 3130, 2024, the Company had the following common stock transactions:

● The Company issued 1,400,000 units, ~~consisting~~as part of its IPO; each unit consisted of 1 common share, 1 Series A Warrant and 1 Series B Warrant,. The units were issued at a price of $4.25 per unit for gross proceeds of $5,950,000~~, from the IPO~~. After underwriting fees and discounts the net proceeds to the Company amounted to $5,324,000. ● The company issued 143,262 common shares for settlement of $268,808 of accounts payable due to related and unrelated parties. The amounts settled to related parties were $77,095 (38,404 shares) to our CEO, $95,165 (47,584 shares) to our Chief Product Officer, and $21,250 (10,625 shares) to a company owned by our CFO. ● The Company issued 1,801,880 common shares, with a fair value of $7,657,990, for the settlement of convertible notes and accrued interest. ● The Company issued 8,920,700 common shares due to the cashless exercise of 651,929 warrants.

●During the ~~143,262~~six ~~shares~~months ~~issued~~ended ~~for~~June ~~settlement to related and unrelated parties for accounts payable~~30, ~~valued at $286~~2025,~~808.~~ ~~Amounts~~the ~~settled~~Company tohad ~~related~~the ~~parties~~following ~~were~~common ~~$77,095~~stock ~~(38,404 shares) to our CEO, $95,165 (47,584 shares) to our Chief Product Officer, and $21,250 (10,625 shares) to a company owned by our CFO.~~transactions:

● 1During the three months ended March 31,~~801~~ 2025,~~880~~ 148,186,387 common shares were issued due to the cashless exercise of 22,300 ~~with~~Series aB ~~fair~~warrants. ~~value~~● During the three months ended March 31, 2025, 33,811,286 common shares were issued due to the cashless exercise of 14,000 Series C warrants. ● During the three months ended June 30, 2025, 178,775,882 common shares were issued due to the cashless exercise of 6,302 Series B warrants. ● During the three months ended March 31, 2025 the Company issued 101,855,000 shares of common stock to settle $7123,~~657~~132 of the liability due to liquidated damages settlements (Note 17 – Commitments and Contingencies). ● During the three months ended June 30,~~990~~ 2025, ~~for~~the ~~settlement~~Company issued 277,500,000 shares of ~~convertible~~common ~~notes~~stock to settle $177,341 of the liability due to liquidated damages settlements (Note 17 – Commitments and Contingencies). ● During the three months ended June 30, 2025, the Company issued 83,142,857 shares of common stock due to the conversion of $29,100 of principal and accrued interest from the November 2024 Note (Note 9 – Convertible Notes Payable). ● During the three months ended June 30, 2025, the Company issued 132,730,036 shares of common stock due to the conversion of $54,765 of principal and accrued interest from the September 2024 Note (Note 9 – Convertible Notes Payable).

●As of 8June 30,~~920~~ 2025,~~700~~ ~~shares~~and ~~issued~~December ~~for~~31, ~~the~~2024, ~~cashless~~1,256,214,474 ~~exercise~~and 300,213,026 shares of ~~651~~common stock were issued and outstanding,~~929~~ ~~warrants~~respectively.

~~During the three months ended March 31, 2025, the Company had the following common stock transactions:~~23

●NOTE 14 ~~148,186,387~~– ~~shares~~STOCK-BASED ~~issued~~COMPENSATION ~~for~~AND ~~cashless exercise of 22,300 Series B warrants.~~WARRANTS

●The Company 33did not recognize any stock-based compensation during the three months ended June 30,~~811~~ 2025,~~286~~ ~~shares~~and ~~issued~~2024. ~~for~~During ~~cashless~~the ~~exercise~~six ofmonths 14ended June 30,~~000~~ ~~Series~~2025, Cand ~~warrants.~~2024, stock-based compensation was recognized as follows:

● SCHEDULE OF ~~101,855,000~~STOCK-BASED ~~shares issued for partial settlement of debt (see Note 12).~~COMPENSATION

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

	June 30,		June 30,
	2025		2024
Professional fees -restricted stock awards	$	-	$	153,000
Total stock-based compensation	$	-	$	153,000

NOTE 9 – STOCK-BASED COMPENSATION

During the three months ended March 31, 2025, and 2024, stock-based compensation was recognized as follows:

	March 31,		March 31,
	2025		2024
Professional fees -restricted stock awards	$	-	$	153,000
	$	-	$	153,000

The Company valued compensation expenses to employees based on fair value of common stock using a weighted average price of shares issued to unrelated parties for cash and compensation multiplied by the number of shares issued to the employees.

Warrants

During the three months ended March 31, ~~2025~~2024, the Company ~~did~~issued ~~not~~1,609,900 ~~issue~~series A warrants. ~~During~~with ~~the~~an ~~year~~exercise ~~ended~~price ~~December~~of ~~31,~~$5.53 ~~2024,~~and ~~the~~a ~~Company~~term ~~issued~~of ~~warrants as follows;~~5 years.

●During the three months ended March 31, 2024, the Company issued 1,~~609~~610,~~900~~000 series AB warrants with an exercise price of $58.5350 and ~~the~~a term of 5 years.

●During the 1three months ended March 31,~~610~~ 2024,~~000~~ ~~series~~the BCompany issued 495,076 Series C warrants with an exercise price of $8.50 and ~~the~~a term of 5 years.

●A summary ~~495,076~~of ~~Series~~the Cactivity of the warrants ~~with~~during ~~exercise~~the ~~price~~six ofmonths ~~$8.50~~ended ~~and~~June ~~the~~30, ~~term~~2025, ofis 5as ~~years~~follows:

~~A summary of the activity of the warrants during~~ SCHEDULE ~~the~~OF ~~three~~ACTIVITY ~~months~~OF ~~ended~~THE ~~March 31, 2025, as follows:~~WARRANTS

	Warrants Outstanding					Weighted ~~Average~~
	Number of			Weighted Average Exercise		Average Remaining life
	Warrants			~~Exercise~~ Price		(years)
Outstanding, December 31, 2024		1,846,352		$	5.48		3.73
Granted		-			-		-
Expired / cancelled		-			-		-
Expired/cancelled		-			-		-
Exercised		(36,300	)		8.50		-
Outstanding, March 31, 2025		1,810,052		$	5.42		3.47
Granted		-			-		-
Expired/cancelled		-			-		-
Exercised		(6,302	)		8.50		-
Outstanding, June 30, 2025		1,803,750			5.41		3.22
Exercisable, June 30, 2025		1,803,750			5.41		3.22

The intrinsic value of the warrants as of ~~March 31~~June 30, 2025, is $0. ~~All the outstanding warrants are exercisable as of March 31, 2025.~~

1824

NOTE 15 10 – RELATED PARTY TRANSACTIONS

Related Party Operating ~~expense related party~~Expenses

During the three months ended ~~March~~June 3130, 2025, and 2024, the Company incurred approximately $0 and $3010,000, respectively, in investor marketing and relations services from a company owned by the former chief strategy officer.

~~Related~~During the ~~party~~six ~~payable~~months ended June 30, 2025, and 2024, the Company incurred approximately $0 and $40,000, respectively, investor marketing and relations services from a company owned by the former chief strategy officer.

~~On August 1, 2022, the Company entered into a~~Related ~~lending~~Party ~~arrangement~~Consulting with a related party, the prior owner of Click Fish Media. The loan is for a two (2) year term and accrued simple annual interest at a rate of 5% per annum. As of March 31, 2025, and December 31, 2024, the remaining note payable balance was $77,251 and $77,251, respectively, which includes all outstanding principle and accrued interest.Services

~~Related~~The Company incurred related party ~~management~~consulting ~~fees~~ services during the three months ended June 30, 2025 and 2024 of $35,500 and $0, respectively, due to SGT Teams, a company owned by the Company’s CEO. The company recognized related party consulting services of $68,777 and $80,917 during the six months ended June 30, 2025, due to consulting services provided by SGT Teams. As of June 30, 2025 and December 31, 2025 the Company had an outstanding accounts payable balance of $0, due to SGT Teams.

~~During the three months ended March 31, 2025,~~Related ~~and~~Party ~~2024,~~Note ~~47 Capital Management LLC, an entity wholly owned by the former CFO, billed the Company $0 and $0 and the Company paid $0 and $5,000, respectively~~Payable. ~~47 Capital Management LLC provide outsourced CFO services.~~

~~During~~On August 1, 2022, the ~~three~~Company ~~months~~entered ~~ended~~into ~~March~~a ~~31,~~lending ~~2025, and~~arrangement ~~2024,~~with ~~Thornhill~~a ~~Advisory~~related ~~Group~~party, ~~Inc.,~~the anprior ~~entity~~owner ~~majority~~of ~~owned~~Click byFish ~~the~~Media. ~~former~~The ~~CFO,~~loan ~~billed~~is for ~~the~~a ~~Company $0 and~~two ~~$110,000,~~(2) ~~respectively and~~year ~~the~~term ~~Company paid $0~~ and ~~$110,000 respectively.~~ ~~Thornhill~~accrued ~~Advisory~~simple ~~Group~~annual ~~provided~~interest ~~financial~~at ~~consulting~~a ~~services~~rate ~~from May~~of ~~2023~~5% ~~through~~per ~~October 2023~~annum. ~~From~~As ~~November~~of ~~2023~~June ~~through~~30, 2025, and December 31, 2024, ~~Thornhill~~the remaining ~~Advisory~~note ~~Group~~payable balance was $77,251 ~~Inc.~~and ~~provided~~$77,251, ~~outsourced~~respectively, ~~CFO~~which ~~services~~includes all outstanding principle and accrued interest.

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

~~Related~~As of ~~party~~June ~~debt~~30, ~~conversion~~2025, and December 31, 2024, the Company had an outstanding accounts payable balance of $13,197, due to ~~common~~47 Capital Management, ~~stock~~LLC, an entity wholly owned by the Company’s former CFO.

InDuring the ~~January~~six months ended June 30, 2025, and 2024, 38 the Company recognized expenses of $26,~~404 shares~~000 and $163,457, ~~valued~~respectively, due to Thornhill atAdvisory $2Group, Inc.~~00 per~~ ~~share~~(“Thornhill”), ~~for~~an aentity ~~total~~majority ~~value~~owned by the Company’s former CFO. During the three months ended June 30, 2025 and 2024, the Company recognized expenses of $7719,~~095 were~~500 ~~issued~~and $52,000, respectively, due to ~~our~~Thornhill. ~~CEO~~From ~~for~~November ~~settlement~~2023 tothrough December ~~related~~2024, ~~parties~~Thornhill ~~for~~provided outsourced CFO services. As of June 30, 2025, and December 31, 2024, the Company had an outstanding accounts payable balance of $38,500 and $55,000, respectively, due to Thornhill.

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

In January 2024, 10 38,~~625~~ 404 shares, valued at $2.00 per share, for a total value of $2177,~~250~~ 095 were issued to athe ~~company~~CEO ~~owned by our CFO~~ for settlement to related ~~parties~~ parties for accounts payable.

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

~~During~~In January ~~the~~2024, ~~three~~10,625 ~~months~~shares, ~~ended~~valued ~~March~~at ~~31,~~$2.00 ~~2025~~per share, ~~the~~ ~~Company~~for ~~repaid~~a total value of $21,~~729~~250 ~~due~~were issued to a company owned by the CFO for settlement to related parties for accounts payable.

~~NOTE 11 – LEGAL PROCEEDINGS~~25

Related Party Digital Asset Loan Collateral

During the second quarter of 2025 the Company’s CEO Brian Podolak (“Podolak”) borrowed funds pursuant to a $55,172 personal loan in which 761 units of the Company’s Solana were pledged as collateral for the loan. The proceeds from the loan were partially used to fund the cost of operating expenses incurred by Podolak on behalf of the Company. The 761 units of Solana that was pledged as collateral is held in a third-party account owned by the lender, however, the Company maintains its ownership of the collateralized units. As of June 30, 2025, the Company had a related party payable balance of $30,876 due to expenses incurred by Podolak on behalf of the Company (Note 5 – Digital Assets).

On July 23, 2025, Podolak’s personal loan was amended to increase its principal to $70,695 (Note 18 – Subsequent Events).

NOTE 16 – LEGAL PROCEEDINGS

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

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

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

~~Carstens, Allen & Gourley, LLP (“Carstens”)~~On ~~commenced~~December ~~an action before the Texas Civil Court against the Company on or about August 12~~16, 2024, ~~(“Lawsuit”).~~MAI InVoice ~~the Lawsuit~~GCO, ~~Carstens~~ ~~alleges~~LLC ~~that~~filed ~~the~~a ~~Company~~verified ~~was~~complaint inalleging breach of contract ~~by failure~~ and ~~refusal~~seeking to$32,090. ~~pay~~The ~~attorneys’~~Company ~~fees~~denies liability ~~that~~and itintends ~~owes~~ to ~~Carstens. The~~vigorously ~~Company~~defend ~~has~~the ~~entered~~action ~~into~~that ~~settlement~~was ~~negotiations with Carstens. In December~~brought, ~~2024,~~although ~~Carstens~~the ~~filed~~probability ~~for~~of a ~~default~~favorable ~~judgement~~or ~~for~~unfavorable ~~the~~outcome ~~unpaid fees. The Company~~ is ~~negotiating~~difficult ~~with~~to ~~Carstens~~estimate ~~for~~as aof ~~mutually~~this ~~acceptable settlement~~date. InThe ~~April~~result ~~2025,~~or ~~the~~impact ~~Company~~of ~~reached~~such aallegations ~~settlement agreement~~are uncertain, toincluding ~~pay~~whether toor ~~Carstens~~not ~~the~~they ~~total~~could result ~~sum of $160,000~~ in 13damages ~~payments.~~and/or ~~Upon~~awards ~~signing~~of ~~the~~attorneys’ ~~settlement,~~fees ~~Carstens~~or ~~filed with the courts to dismiss the lawsuit~~expenses.

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

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

~~NOTE~~Settlement Agreement 12with –Carstens, ~~COMMITMENTS~~Allen ~~AND~~& ~~CONTINGENCIES~~Gourley, LLP

~~From~~Carstens, Allen ~~time~~& ~~to time~~Gourley, LLP (“Carstens”) commenced an action before the Texas Civil Court against the Company ~~may~~on ~~become~~or ~~subject~~about August to12, ~~threatened~~2024 ~~and/or~~(“Lawsuit”). ~~asserted~~In ~~claims~~the ~~arising~~Lawsuit, inCarstens alleges that the ~~ordinary~~Company ~~course~~was in breach of ~~business~~contract by failure and refusal to pay attorneys’ fees that it owes to Carstens. ~~Management~~The isCompany ~~not~~has ~~aware~~entered ofinto ~~any~~settlement ~~matters,~~negotiations ~~either~~with ~~individually~~Carstens. In December or2024, inCarstens filed for a default judgement for the ~~aggregate,~~unpaid ~~that~~fees. ~~are~~The ~~reasonably~~Company ~~likely~~is tonegotiating ~~have~~with Carstens for a ~~material~~mutually ~~adverse~~acceptable settlement. ~~effect~~In onApril 2025, the Company’s ~~financial~~reached ~~condition~~a settlement agreement, ~~results~~to pay Carstens the total sum of $160,000 with interest of $10,366 in 13 payments. A late payment fee of ~~operations~~12.5% oris ~~liquidity~~incurred on any payments the Company does not pay when due. Upon signing the settlement, Carstens filed with the courts to dismiss the lawsuit.

On March 6, 2025, the Company entered into a settlement liquidated damages of $500,000 to be paid in common stock of the Company with an investor in conjunction with default of issuance common stock on time related to warrants. The Company recognized $500,000 as liquidated damages payable to an investor. For the three months ended March 31, 2025, the Company issued 78,855,000 shares of common stock valued at $133,297 for partial settlement liabilities of $500,000 and recognized loss on settlement debt of $44,727.26

OnAs a ~~March~~result ~~20,~~of ~~2025,~~ the ~~Company~~settlement ~~entered~~agreement ~~into~~with ~~a settlement~~Carstens ~~liquidated~~the ~~damages~~Company ofrecognized ~~$210,375~~a toloss beon ~~paid~~settlement byof ~~issuance~~debt of ~~140~~$53,~~000,000~~093. ~~shares~~As of ~~common~~June ~~stock~~30, ~~with an investor in conjunction~~2025 ~~with~~the ~~default~~Company ofhad ~~issuance~~an ~~common~~accrued ~~stock~~expenses onbalance ~~time~~of ~~related~~$162,083 due to ~~3,400~~the ~~Series~~settlement Cagreement ofwith ~~warrants~~Carstens. The Company recognized late penalty fees of $~~210~~5,~~375~~114 asdue ~~liquidated~~to ~~damages payable~~the tobalance anowed ~~investor.~~to ~~For~~Carstens during the three months ended ~~March~~June 3130, 2025,. ~~the~~The ~~Company~~late ~~issued~~penalty ~~23,000,000~~fee ~~shares~~was ofrecorded ~~common~~as part ~~stock~~of ~~valued~~the atloss ~~$34,500 for~~on ~~partial~~ settlement ~~liabilities~~ of ~~$210,375~~debts ~~and recognized gain~~ on ~~settlement~~the ofconsolidated ~~debt~~statement of ~~$62~~operations.

~~As of March 31, 2025, the Company recorded liquidated~~NOTE ~~damages~~17 ~~payable~~– ofCOMMITMENTS ~~$587,243.~~AND CONTINGENCIES

~~NOTE~~From time 13to –time, ~~PREPAID~~the ~~EXPENSE~~Company may become subject to threatened and/or asserted claims arising in the ordinary course of business. Management is not aware of any matters, either individually or in the aggregate, which are reasonably likely to have a material adverse effect on the Company’s financial condition, results of operations or liquidity.

~~As of~~ On March 316, 2025, ~~and~~the ~~December~~Company ~~31,~~entered ~~2024~~into a liquidated damages settlement (“Damages Settlement 1”) of $500,000 ~~prepaid~~to be paid in ~~expenses~~common ~~consisted~~stock of the ~~following:~~Company to an investor as a result of a failure to issue common stock from the exercise of warrants in a timely manner. As a result, the Company recognized a $500,000 liquidated damages liability.

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

During the three months ended March 31, 2025, the Company issued 78,855,000 shares of common stock valued at $133,297 for partial settlement of the Damages Settlement 1. As a result, the Company recognized a loss on settlement of debt of $44,727. During the three months ended June 30, 2025, the Company issued 232,500,000 shares of common stock valued at $122,736 for partial settlement of Damages Settlement 1. As a result, the Company recognized a loss on settlement of debt of $32,154.

On March 20, 2025, the Company entered into a liquidated damages settlement (“Damages Settlement 2”) of $210,375 to be paid by the issuance of 140,000,000 shares of common stock to an investor as a result of the failure to issue common stock from the exercise of 3,400 Series C warrants in a timely manner. As a result, the Company recognized a $210,375 liquidated damages liability.

~~NOTE~~During the 14three –months ~~SUBSEQUENT~~ended ~~EVENTS~~March 31, 2025, the Company issued 23,000,000 shares of common stock valued at $34,500 for the partial settlement of Damages Settlement 2. As a result, the Company recognized a gain on settlement of debt of $62. During the three months ended June 30, 2025, the Company issued 45,000,000 shares of common stock valued at $22,500 for the partial settlement of Damages Settlement 2. As a result, the Company recognized a gain on settlement of debt of $45,121.

As of June 30, 2025, the Company had an outstanding liquidated damages payable balance of $396,886.

During the three months ended June 30, 2025, the Company recorded advertising costs of $139,500 to accounts payable due to a dispute with a vendor over the balance owed by the Company to the vendor.

NOTE 18 – SUBSEQUENT EVENTS

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

~~Financial~~Common Share ~~Matters~~Offering and Qualification of Regulation-A

OnSubsequent to ~~May~~June 1330, 2025, the Company ~~entered~~commenced ~~into~~an aoffering ~~Senior Secured~~for ~~Convertible~~up ~~Note~~to ~~with~~30,000,000,000 ashares ~~principal~~of ~~amount~~the ofCompany’s $3common stock,~~333,333~~ including ~~$333~~480,~~333 debt~~000,000 shares ~~discount~~of atcommon ~~a 10%~~stock ~~interest~~being ~~rate per~~offered ~~annum~~by ~~with~~certain ~~maturity~~selling ~~date~~shareholders, ofon ~~twelve~~a ~~(12)~~“best ~~months~~efforts” ~~after~~basis ~~the~~at ~~original~~an ~~issue~~offering ~~date~~price of ~~the Convertible Note~~$. 0001. The ~~principal~~Offering ~~amount~~Statement toon beForm ~~paid in~~1-A ~~one~~was orqualified ~~more~~by ~~tranches. In addition,~~ the ~~Company~~Securities ~~entered~~and ~~into~~Exchange aCommission ~~share~~on ~~purchase~~August ~~warrant agreement with the noteholder for warrant shares of 611~~4,~~111,111~~ ~~with an exercise price of $0~~2025.~~001~~ ~~per~~The ~~share~~offering will continue for aone ~~period~~year ofafter 5the ~~years.~~qualification Inor ~~May~~until ~~2025,~~all the ~~Company~~offered ~~obtained~~shares aare ~~principal amount of $250~~sold,~~000~~ ~~including~~whichever ~~$25,000~~occurs ~~debt discount~~earlier.

During April and May 2025, the Company issued 116,400,000 shares of common stock in connection with settlement agreement dated March 3,2025 with an investor for partial settlement liquidated damages of $500,000.27

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

~~During~~In July ~~April~~of ~~and~~2025 the Company issued an aggregate principal of $122,222 of May 2025 Convertible Notes and received $100,000 ~~the~~in cash proceeds, ~~Company~~net ~~issued~~of ~~178~~an original issue discount of $12,~~775~~222 and $10,~~882~~000 ~~shares~~withheld ofby ~~common~~the ~~stock~~Investor for ~~cashless~~legal ~~exercise~~fees. ofPlease ~~6,302~~see ~~Series~~Note B9 ~~warrants~~– May 2025 Convertible Note for more information.

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

~~Legal~~On July ~~Matters~~9, 2025, the holder of the September 2024 Note and the Company agreed to convert $4,224 of principal to 40,382,256 shares of common stock. As a result, the Company recognized a loss on conversion of $11,929 (Note 8 – Convertible Notes Payable).

InBetween July ~~April~~8, 2025, ~~the~~and ~~Company~~August ~~settled~~12, a2025 ~~lawsuit~~the ~~previously filed~~holder ~~against~~of the ~~Company~~November by2024 ~~Carstens~~Note ~~Allen~~elected ~~and~~to ~~Gourley.~~convert ~~The~~$32,712 ~~Company~~of ~~agreed~~principal tointo ~~pay~~337,314,286 toshares of ~~Carstens~~common ~~the~~stock. ~~total~~As ~~sum~~a ~~of $160~~result,~~000~~ inthe 13Company ~~payments. Upon~~recognized ~~signing~~a ~~the~~loss ~~settlement,~~on ~~Carstens~~conversion ~~filed~~of ~~with~~$37,751. ~~the~~(Note ~~courts~~9 to– ~~dismiss~~Convertible ~~the~~Notes ~~lawsuit~~Payable).

Between July 21, 2025 and August 13, 2025, the holder of the December 2024 Note elected to convert $27,690 of principal of the December 2024 Note to 414,000,000 shares of common stock. As a result, the Company recognized a loss on conversion of $64,610 (Note 9 – Convertible Notes Payable).

~~Item 2. Management’s Discussion and Analysis~~ Conversion of ~~Financial~~Liquidated ~~Condition~~Damages ~~and~~Payable ~~Results~~to ofCommon ~~Operations.~~Stock

~~The~~Between July ~~following~~7, ~~discussion~~2025, and ~~analysis~~September of2, ~~our financial~~2025 ~~condition and results of operations should be read in conjunction with our consolidated financial statements and~~ the ~~related notes~~Company ~~included~~issued ~~elsewhere~~1,022,900 inshares ~~this~~of ~~Quarterly~~common ~~Report~~stock onvalued ~~Form~~at ~~10-Q.~~$324,850 ~~Our~~for ~~consolidated~~partial ~~financial~~settlement ~~statements have been prepared in accordance~~of ~~with~~Damages ~~U.S.~~Settlement ~~GAAP~~1. InAs ~~addition~~a result, ~~our consolidated financial statements and~~ the ~~financial~~Company ~~data~~recognized ~~included~~a inloss ~~this Quarterly Report~~ on ~~Form~~settlement ~~10-Q K~~of ~~reflect~~debt ~~our~~of ~~reorganization and have been prepared as if our current corporate structure had been in place throughout the relevant periods~~$183,594. ~~Actual~~ ~~results~~On ~~could~~July ~~differ~~15, ~~materially~~2025, ~~from those projected in~~ the ~~forward-looking~~Company ~~statements. For additional information regarding these~~issued ~~and other risks and uncertainties~~47,000,000 ~~please~~shares ~~see~~of ~~the~~common ~~items~~stock ~~listed~~valued ~~above~~at ~~under the section captioned “Risk Factors”~~$70,626 asfor ~~well~~partial ~~as any~~settlement ~~other~~of ~~cautionary~~Damages ~~language~~Settlement ~~contained in this Quarterly Report on Form 10-Q~~2. ~~Except~~As asa ~~may be required by law~~result, wethe ~~undertake~~Company ~~no obligation~~recognized toa ~~update~~gain ~~any~~on ~~forward-looking~~settlement ~~statements~~of todebt ~~reflect events after the date~~ of ~~this~~$47,126 ~~Quarterly~~(Note ~~Report~~17 on– ~~Form~~Commitments ~~10-Q~~and Contingencies).

~~CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING~~Exercise ~~STATEMENTS~~of Warrants

~~This Quarterly Report on Form 10-Q contains certain~~On ~~“forward-looking~~July ~~statements” within the meaning of Section 27A of the Securities Act of 1933~~11, ~~as amended (the “Securities Act”)~~2025, ~~and Section 21E of~~ the ~~Securities~~Company ~~Exchange~~issued ~~Act of 1934~~56, ~~as amended (the “Exchange Act”). These forward-looking statements represent our expectations~~664,000 ~~beliefs,~~shares ~~intentions, or strategies concerning future events, including, but not limited to, any statements regarding our assumptions about financial performance; the continuation~~ of ~~historical~~common ~~trends;~~stock ~~growth~~due strategies; the sufficiency of our cash balances for future liquidity and capital resource needs; the expected impact of changes in accounting policies on our results of operations, financial condition or cash flows; anticipated problems and our plans for future operations; our future financing plans and anticipated needs for working capital; and the economy in general or the future of the food production industry, all of which were subject to ~~various risks and uncertainties. Such statements, when used in this Annual Report on Form 10-K and other reports, statements, and information we have filed with~~ the ~~Securities~~cashless ~~and~~exercise ~~Exchange Commission (“SEC”), in our press releases, presentations to securities analysts or investors, in oral statements made by or with the approval~~ of ~~an executive officer~~1,000 ~~are~~Series ~~generally~~C identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “continue,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminologywarrants. However, any statements contained in this Annual Report on Form 10-K that are not statements of historical fact may be deemed to be forward-looking statements. These statements are expressed in good faith and based upon a reasonable basis when made, but there can be no assurance that these expectations will be achieved or accomplished.

~~This information may involve known and unknown~~On ~~risks,~~July ~~uncertainties~~17, ~~and other factors that may cause our actual results~~2025, ~~performance, or achievements to be materially different from~~ the ~~future~~Company ~~results,~~issued ~~performance~~113, or achievements expressed or implied by any forward-looking statements. These statements may be found under Part I Item 1 “Business” and Part II Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations329,”334 asshares ~~well as in other parts~~ of ~~this~~common ~~Quarterly~~stock ~~Report~~due on Form 10-Q. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors as described in this Quarterly Report on Form 10-Q generally. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this Quarterly Report on Form 10-Q will in fact occur. In addition to the ~~information~~cashless ~~expressly~~exercise ~~required to be included in this filing, we will provide such further material information, if any, as may be necessary to ensure that the required statements, in light~~ of ~~the circumstances under which they are made~~2,000 ~~are~~Series ~~not~~B ~~misleading~~warrants.

~~Although forward-looking statements in this Quarterly~~On ~~Report~~August on21, ~~Form~~2025, ~~10-Q reflect~~ the ~~good~~Company ~~faith~~issued ~~judgment of our management~~148, ~~forward-looking statements are inherently subject to known and unknown risks~~748,250 ~~business,~~shares economic and other risks and uncertainties that may cause actual results to be materially different from those discussed in these forward-looking statements. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of ~~the~~common ~~date~~stock ofdue ~~this Quarterly Report on Form 10-Q. We assume no obligation~~ to ~~update any forward-looking statements in order to reflect any event or circumstance that may arise after~~ the ~~date~~exercise of ~~this~~875 ~~Quarterly~~Series ~~Report~~B ~~on Form 10-Q, other than as may be required by applicable law or regulation~~warrants. Readers are urged to carefully review and consider the various disclosures made by us in our reports filed with the Securities and Exchange Commission (“SEC”) which attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results of operation and cash flows. If one or more of these risks or uncertainties materialize, or if the underlying assumptions prove incorrect, our actual results may vary materially from those expected or projected.

This Quarterly Report on Form 10-Q also contains estimates, projections, and other information concerning our industry, our business, and particular markets, including data regarding the estimated size of those markets. Information that is based on estimates, forecasts, projections, market research, or similar methodologies is inherently subject to uncertainties and actual events or circumstances may differ materially from events and circumstances reflected in this information. Unless otherwise expressly stated, we obtained this industry, business, market, and other data from reports, research surveys, studies, and similar data prepared by market research firms and other third parties, industry, general publications, government data, and similar sources.28

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

~~Vocodia~~The following ~~Holdings~~discussion ~~Corp~~and ~~(“VHC”)~~analysis ~~was incorporated~~of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the ~~State~~related ofnotes ~~Wyoming~~included elsewhere in this Quarterly Report on ~~April~~Form 2710-Q. Our consolidated financial statements have been prepared in accordance with U.S. GAAP. In addition, ~~2021~~our consolidated financial statements and isthe afinancial ~~conversational~~data AIincluded ~~technology~~in this ~~provider~~Quarterly Report on Form 10-Q reflect our reorganization and have been prepared as if our current corporate structure had been in place throughout the relevant periods. ~~Vocodia’s~~Actual ~~technology~~results iscould ~~designed~~differ materially from those projected in the forward-looking statements. toFor ~~drive~~additional ~~better~~information ~~sales~~regarding these and ~~services~~other ~~for~~risks ~~its~~and ~~customers~~uncertainties, please see the items listed above under the section captioned “Risk Factors”, as well as any other cautionary language contained in this Quarterly Report on Form 10-Q. ~~Clients~~Except ~~turn~~as may be required by law, we undertake no obligation to ~~Vocodia~~update ~~for~~any ~~their~~forward-looking ~~product~~statements ~~and~~to ~~service~~reflect ~~needs~~events after the date of this Quarterly Report on Form 10-Q.

~~Business~~CAUTIONARY STATEMENT ~~Summary~~CONCERNING FORWARD-LOOKING STATEMENTS

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

22This information may involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from the future results, performance, or achievements expressed or implied by any forward-looking statements. These statements may be found under Part I Item 1 “Business” and Part II Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as in other parts of this Quarterly Report on Form 10-Q. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors as described in this Quarterly Report on Form 10-Q generally. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this Quarterly Report on Form 10-Q will in fact occur. In addition to the information expressly required to be included in this filing, we will provide such further material information, if any, as may be necessary to ensure that the required statements, in light of the circumstances under which they are made, are not misleading.

~~Our~~Although forward-looking ~~operations~~statements ~~include~~in ~~our~~this ~~wholly~~Quarterly ~~owned~~Report ~~subsidiary, Click~~on ~~Fish~~Form ~~Media,~~10-Q ~~Inc.~~reflect ~~(“CFM”),~~the ~~which~~good ~~was~~faith ~~incorporated~~judgment inof ~~the~~our ~~State~~management, offorward-looking ~~Florida~~statements are oninherently ~~November~~subject 26to known and unknown risks, ~~2019~~business, economic and isother anrisks ITand ~~services~~uncertainties that may cause actual results ~~provider~~to be materially different from those discussed in these forward-looking statements. ~~CFM~~Readers ~~was~~are ~~formerly~~urged ~~owned~~not byto ~~James~~place ~~Sposato,~~undue ~~who~~reliance ison these anforward-looking ~~officer~~statements, ~~and~~which ~~director~~speak only as of the ~~Company.~~date ~~CFM~~of ~~was~~this ~~wholly~~Quarterly ~~acquired~~Report byon ~~the~~Form ~~Company from Mr~~10-Q. ~~Sposato~~We ~~per~~assume ~~the~~no ~~Contribution~~obligation ~~Agreement.~~to ~~CFM~~update any ~~was~~forward-looking ~~formerly~~statements ~~owned~~in byorder ~~James~~to ~~Sposato,~~reflect ~~who~~any isevent anor ~~officer~~circumstance ~~and~~that ~~director~~may ofarise after the ~~Company.~~date of this Quarterly Report on ~~CFM~~Form ~~was~~10-Q, ~~acquired~~other than as may be required by usapplicable ~~from~~law Mror regulation. ~~Sposato~~Readers ~~per~~are urged to carefully review and consider the ~~Contribution~~various disclosures ~~Agreement,~~made ~~dated~~by ~~August~~us 1,in ~~2022.~~our Inreports filed with the ~~Contribution~~Securities ~~Agreement,~~and ~~Mr.~~Exchange ~~Sposato~~ Commission (“~~Contributor~~SEC”), ~~has~~which ~~contributed,~~attempt ~~assigned,~~to ~~transferred~~advise interested parties of the risks and ~~delivered~~factors tothat ~~us,~~may ~~the~~affect ~~outstanding~~our ~~capital~~business, ~~stock~~financial condition, results of ~~CFM~~operation and wecash ~~have accepted~~flows. ~~the~~If ~~contributed~~one ~~shares~~or ~~from~~more of ~~the~~these ~~Contributor.~~risks Asor ~~full~~uncertainties ~~consideration~~materialize, ~~for~~or if the ~~contribution~~underlying assumptions prove incorrect, weour ~~have~~actual ~~paid~~results ~~the~~may ~~Contributor~~vary ~~consideration~~materially infrom ~~the~~those ~~amount~~expected ofor ~~$10~~projected.

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

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

WeVocodia Holdings ~~seek~~Corp to(“VHC”) ~~enhance~~was ~~rapport~~incorporated ~~and~~in ~~relationship~~the ~~building for~~State ~~customers,~~of ~~which~~Wyoming ison asApril ~~necessary~~27, ~~component~~2021, toand ~~sales. We believe that there~~ is a ~~positive~~conversational ~~correlation between~~ AI ~~which~~technology ~~sounds similar to a human voice over the phone and better customer rapport and customer service benefits~~provider. ~~With our advanced AI, we believe that it will~~ beVocodia’s ~~difficult~~technology ~~for~~is ~~customers~~designed to ~~distinguish~~drive ~~between~~better ~~speaking to a human~~ sales ~~representative~~ and toservices ~~an AI bot. We believe we can increase customer satisfaction and maximize potential service efficiency~~ for ~~our~~its ~~clients~~customers. ~~Our~~Clients ~~goal~~turn is to ~~provide~~Vocodia ~~quick~~for ~~training~~their ~~and deployment,~~product ~~potentially unlimited scalability, easy integration with existing corporate platforms~~ and ~~other benefits to our customers from AI’s efficiency. We strive to help our customers manage budgets and perform better than the high costs of existing sales and~~ service ~~personnel~~needs.

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

~~The~~We are ~~gross~~an ~~proceeds~~AI ~~from~~software ~~the~~company ~~IPO,~~that ~~before~~builds ~~underwriting discounts~~practical ~~and~~AI ~~commissions~~functions and ~~estimated~~makes ~~offering~~them ~~expenses~~easily ~~payable~~obtainable byfor ~~us,~~businesses ~~were~~on ~~approximately~~cloud-based ~~$5,950,000. On February 22, 2024, our Common~~platform ~~Stock,~~solutions ~~Series~~at Alow ~~Warrants~~costs and ~~Series~~scalable Bto ~~Warrants~~multiagent ~~began~~vast ~~trading~~enterprise ~~on the BZX Exchange, a division of Cboe Global Markets, under the ticker symbols “VHAI,” “VHAI+A” and “VHAI+B”, respectively~~solutions.

2329

OnOur operations ~~June~~include ~~14,~~our ~~2024~~wholly owned subsidiary, ~~Vocodia~~Click ~~Holdings~~Fish ~~Corp~~Media, Inc. (~~the~~ “~~Company~~CFM”), ~~received~~which awas ~~letter~~incorporated ~~(the~~in ~~“Letter”) from~~ the ~~Listing~~State ~~Qualifications Department~~ of ~~The~~Florida on ~~Cboe~~November ~~BZX~~26, ~~Exchange~~2019, ~~Inc.~~ ~~(“Cboe”)~~and ~~notifying~~is ~~the~~an ~~Company~~IT ~~that~~services ~~Cboe~~provider. ~~had~~CFM ~~decided~~was toformerly ~~exercise~~owned ~~its~~by ~~discretionary~~James ~~authority~~Sposato, ~~pursuant~~who tois ~~Exchange~~an ~~Rule 14.2~~officer ~~to delist the Company~~ and ~~suspend~~director ~~trading~~ of the Company’s. ~~Common~~CFM ~~Stock~~was ~~(VHAI),~~acquired ~~Series~~by Aus ~~Warrants~~from ~~(VHAI+A) and Series B Warrants (VHAI+B) on June 24, 2024~~Mr. ~~The~~Sposato ~~Letter cited that the basis for this decision is that the Company is currently not~~ in ~~compliance~~accordance with ~~(i) Exchange~~the ~~Rule~~Contribution ~~14.9(e)(1)(B)~~Agreement, ~~because~~dated ~~its~~August ~~Common Stock did not maintain a minimum bid price of $~~1, 2022.00 ~~over~~In 30the ~~consecutive business days and~~Contribution ~~(ii)~~Agreement, ~~Exchange~~Mr. ~~Rule~~Sposato ~~14.9~~(e“Contributor”)~~(2)~~, ~~because the Company~~ has ~~failed~~contributed, toassigned, metransferred atand ~~least~~delivered ~~one~~to ofus, the ~~following~~outstanding ~~requirements: (A) stockholders’~~capital ~~equity~~stock of atCFM ~~least~~and ~~$2.5~~we ~~million;~~have ~~(B)~~accepted ~~market~~the ~~value~~contributed ofshares ~~listed~~from ~~securities~~the ofContributor. atAs ~~least~~full ~~$35~~consideration ~~million;~~for orthe ~~(C)~~contribution, ~~net~~we ~~income~~have ~~from continuing operations~~paid ~~of $500,000 in~~ the ~~most~~Contributor ~~recently~~consideration ~~completed fiscal year or~~ in ~~two of~~ the ~~three~~amount ~~most~~of ~~recently complete fiscal years~~$10.

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

~~The~~We aim ~~Company’s~~to ~~common~~offer ~~stock~~corporate ~~began~~clients ~~trading under~~scalable ~~the~~enterprise ~~trading~~AI ~~symbols~~sales ~~“VHAI,” “VHAI+A,”~~ and ~~VHAI+B”~~customer onservice ~~the~~solutions ~~OTC~~intended ~~Pink Market operated on the OTC Markets system effective with the open of the markets on September 11, 2024. The Company intends~~ to ~~apply~~rapidly toincrease ~~have~~sales ~~its common stock quoted on the OTCQB Venture Market on the OTC Markets; however, there can be no assurances that its common stock~~ and ~~warrants will be approved~~service, ~~or will~~ ~~continue,~~while tolowering beemployment ~~traded on such market~~costs.

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

~~Comparison~~On February of26, 2024, we completed our initial public offering (the ~~three~~“IPO”) ~~months~~of ~~ended~~1,400,000 ~~March~~units, 31each consisting of one share of common stock, ~~2025~~par value $0.0001 (“Common Stock”), one Series A Warrant to ~~the~~purchase ~~three~~one share of Common Stock at $4.25 ~~months~~(the ~~ended~~“Series ~~March~~A 31Warrant”), ~~2024~~and one Series B Warrant to purchase one share of Common Stock at $8.50 (the “Series B Warrant”), at a price to the public of $4.25 per Unit.

~~The following tables set forth selected consolidated statements of operations data and such data as a percentage of total revenues for each of the periods indicated:~~30

	Three Months Ended
	March 31,
	2025			2024			Change			%
Revenues	$	-		$	-			-			0	%
Cost of revenue		47,130			-			47,130			100	%
Gross profit (loss)		(47,130	)		-			(47,130	)		100	%
Operating costs and expenses:
Operating expense		263,793			2,822,460			(2,558,667	)		-91	%
Other income (expenses)		(861,891	)		(4,122,910	)		3,261,019			-79	%
Net loss	$	(1,172,814	)	$	(6,945,370	)		5,772,556			-83	%

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

WeOn June ~~did~~14, ~~not~~2024, ~~earn~~Vocodia ~~revenue~~Holdings ~~for~~Corp. (the ~~three~~“Company”) ~~months~~received ~~ended~~a letter (the “Letter”) from the Listing Qualifications ~~March~~Department 31of The Cboe BZX Exchange, ~~2025~~Inc. or(“Cboe”) ~~for~~notifying the ~~three~~Company ~~months~~that ~~ended~~Cboe ~~March~~had 31decided to exercise its discretionary authority pursuant to Exchange Rule 14.2 to delist the Company and suspend trading of the Company’s Common Stock (VHAI), Series A Warrants (VHAI+A) and Series B Warrants (VHAI+B) on June 24, 2024. ~~Beginning~~The inLetter ~~January~~cited ~~2024,~~that wethe ~~suspended~~basis ~~sales~~for ofthis ~~our~~decision ~~DISA~~is ~~product~~that inthe ~~order~~Company tois ~~update~~currently not in compliance with (i) Exchange Rule 14.9(e)(1)(B) because its ~~functionality~~Common soStock itdid ~~could~~not ~~scale~~maintain a minimum bid price of $1.00 over 30 consecutive business days and (ii) Exchange Rule 14.9(e)(2) because the Company has failed to me at least one of the ~~needs~~following requirements: (A) stockholders’ equity of ~~our~~at ~~customers~~least $2.5 Wemillion; ~~anticipate~~(B) ~~launching~~market ~~our~~value ~~improved~~of ~~DISA~~listed ~~product,~~securities asof ~~well~~at least $35 million; asor ~~initiating~~(C) ~~our~~net ~~crypto~~income ~~treasury~~from ~~business~~continuing operations of $500,000 in the ~~third~~most ~~quarter~~recently completed fiscal year or in two of ~~2025~~the three most recently complete fiscal years.

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

~~Cost~~The Company’s ofcommon ~~revenue~~stock ~~increased~~began bytrading $under 47the trading symbols “VHAI,~~130~~” “VHAI+A,” orand ~~100%,~~VHAI+B” on the toOTC $Pink ~~47,130~~Market ~~for~~operated on the ~~three~~OTC ~~months~~Markets ~~ended~~system ~~March~~effective 31with the open of the markets on September 11, ~~2025~~2024. ~~from~~The $0Company ~~for~~intends to apply to have its common stock quoted on the ~~three~~OTCQB ~~months~~Venture ~~ended~~Market ~~March~~on ~~31,~~the ~~2024~~OTC Markets; however, ~~primarily~~there ~~due~~can tobe ~~increased~~no ~~cost~~assurances that its ofcommon ~~our~~stock ~~cloud~~and ~~hosting~~warrants ~~platform~~will be approved, or will continue, to be traded on such market.

~~Gross~~Results of ~~Loss~~Operations

~~The increase in our gross loss of $ 47,130 to~~Comparison ~~a gross loss~~ of ~~$ 47,130 for~~ the three months ended ~~March~~June 3130, 2025 ~~from~~to ~~a gross loss of $0 for~~ the three months ended ~~March~~June 3130, 2024 ~~is primarily attributable to the increased costs of our cloud server expenses~~.

24The following tables set forth selected consolidated statements of operations data and such data as a percentage of total revenues for each of the periods indicated:

Operating Expenses

	Three Months Ended
	June 30,
	2025			2024			Change			%
Revenues	$	15,136		$	75			15,061			20,081	%
Cost of revenue		38,810			23,369			15,441			66	%
Gross profit (loss)		(23,674	)		(23,294	)		(380	)		2	%

Operating costs and expenses:
Operating expense		548,488			1,609,883			(1,061,395	)		-66	%

Other income (expenses)		(2,297,809	)		74,185			(2,371,994	)		-3,197	%

Net loss	$	(2,869,971	)	$	(1,558,992	)		(1,310,979	)		84	%

	Three Months Ended
	March 31,
	2025		2024		Change			%
Operating Expenses
General and administrative expenses	$	202,890	$	1,646,902		(1,444,012	)		-88	%
Salaries and wages		33,277		382,383		(349,106	)		-91	%
Software development and other service providers		27,626		793,175		(765,549	)		-97	%
Total Operating Expenses	$	263,793	$	2,822,460		(2,558,667	)		-91	%

Revenues increased by $15,061, or 22,081%, to $15,136 for the three months ended June 30, 2025 from $75 for the three months ended June 30, 2024. Beginning in January 2024, we suspended sales of our DISA product in order to update its functionality so it could scale to the needs of our customers. Beginning in the first half of 2025 we began engaging new customers with our DISA product.

~~Operating expense decreased by $2,558,667 or 91%~~Cost to $263,793 for the three months ended March 31, 2025 from $2,822,460 for the three months ended March 31, 2024 primarily due to the reduction in general and administrative expenses related to going public in the first quarter of ~~2024, a reduction in software development costs related to our DISA products and a reduction in salaries and wages and stock based compensation expenses paid to employees and service providers.~~Revenue

~~General~~Cost of ~~and~~revenue ~~Administrative~~increased ~~Expenses decreased~~ by $115,~~444~~441,~~012~~ or 8866%, to $~~202~~ 38,~~890~~810 ~~during~~for the three months ended ~~March~~June 3130, 2025 from $123,~~646,902~~369 ~~during~~for the three months ended June ~~March 31~~30, 2024., ~~The decrease is~~ primarily adue ~~result of a reduction of the Company’s costs related~~ to ~~going~~increased ~~public~~cost ~~during the first quarter~~ of ~~2024~~our ~~such~~cloud ashosting ~~insurance, professional fees, and investor relations~~platform.

~~Salaries and wages decreased by $349,106, or 91%,~~Gross ~~to $33,277 for the three months ended March 31, 2025 from $382,383 for the three months ended March 31, 2024, due to a reduction in staff in 2024 and a reduction in stock based compensation paid.~~Loss

~~Research~~The increase ~~and~~in ~~development~~our ~~and~~gross ~~other~~loss ~~service~~of ~~providers expense~~$380 ~~decreased~~to bya ~~$765,549,~~gross orloss ~~97%,~~of to $2723,~~626~~674 for the three months ended ~~March~~June 3130, 2025 from a gross loss of $~~793~~23,~~175~~294 for the three months ended ~~March 31~~June 30, 2024, is primarily ~~related~~attributable to anthe ~~decrease~~increased ~~in software development~~ costs ~~related~~of to our ~~DISA~~cloud ~~products~~server expenses.

~~Total other income (expense)~~31

~~During the three months ended March 31, 2025,~~Operating we had other expenses of $861,891, which consisted of liquidated damages paid to certain warrant holders of $710,375, loss on settlement of debts of $33,510, write off of accounts receivable of $50,000 and interest expense of $116,882, offset by a change in fair value of derivative liability of $48,816.Expenses

Liquidity and Capital Resources

	Three Months Ended
	June 30,
	2025		2024		Change			%
Operating Expenses
General and administrative expenses	$	459,538	$	834,244		(374,706	)		-45	%
Salaries and wages		-		446,924		(446,924	)		-100	%
Research and development and other service providers		53,450		328,715		(275,265	)		-84	%
Consulting expense – related party		35,500		-		35,500			100	%
Total Operating Expenses	$	548,488	$	1,609,883		(1,061,395	)		-66	%

~~The~~Operating expense ~~following~~decreased ~~table~~by ~~provides~~$1,058,729 ~~selected~~or ~~financial data~~66% ~~about~~to us$551,154 asfor ofthe ~~March~~three 31months ended June 30, 2025 ~~and~~from ~~December~~$1,609,883 31for the three months ended June 30, 2024 primarily due to the reduction in general and administrative expenses related to going public in early 2024, a reduction in software development costs related to our DISA products and a reduction in salaries and wages and stock based compensation expenses paid to employees and service providers.

	March 31,			December 31,
	2024			2024			Change			%
Current assets	$	43,991		$	128,357		$	(84,366	)		-66	%
Current liabilities	$	3,281,696		$	2,363,345		$	918,351			39	%
Working capital (deficiency)	$	(3,237,705	)	$	(2,234,988	)	$	(1,002,717	)		45	%

General and Administrative Expenses decreased by $374,706 or 45% to $459,538 during the three months ended June 30, 2025 from $834,244 during the three months ended June 30, 2024. The decrease is primarily a result of a reduction of costs incurred that were related to going public during the first quarter of 2024 such as insurance, professional fees, and investor relations.

25Salaries and wages decreased by $446,924, or 100%, to $0 for the three months ended June 30, 2025 from $446,924 for the three months ended June 30, 2024, due to a reduction in staff in 2024 and a reduction in stock based compensation paid.

~~Current~~Research and ~~assets~~development and other service providers expense decreased by $84275,~~366~~265, or 6684%, to $4353,~~991~~450 asfor ofthe ~~March~~three 31months ended June 30, 2025 from $~~128~~328,~~357~~715 asfor ofthe ~~December~~three ~~31,~~months ~~2024.~~ended ~~The~~June ~~decrease~~30, ~~was~~2024, primarily ~~attributable~~related to a ~~reduction~~decrease in ~~accounts receivable~~software ofdevelopment ~~$50,000~~costs ~~and~~related ~~prepaid~~to ~~expenses~~our DISA ~~of approximately $76,000~~products.

~~Current~~Related party ~~liabilities~~consulting expenses increased by $~~918~~35,~~351~~500, or 39 100%, to $335,~~281,696~~500 asfor ofthe ~~March~~three 31months ended June 30, 2025 from $~~2,363,345~~0 asfor ofthe ~~December~~three 31months ended June 30, 2024. The ~~increase~~expenses ~~was~~are ~~primarily~~due ~~attributable~~ to anconsulting ~~increase in~~services ~~accounts~~provided ~~payable and accrued liabilities, an increase in liquidated damages payable and an increase in convertible notes payable offset~~ by a ~~reduction~~company inowned ~~related~~by ~~party~~our ~~payables~~CEO.

~~We believe we will not have sufficient cash on~~Total ~~hand to support our operations for at least 12 months. As of March 31, 2025, we had a working capital deficiency of $3,237,705 and total cash of $1,339. As discussed below, this condition and~~ other ~~factors~~income ~~raise substantial doubt regarding our ability to continue as a going concern.~~(expense)

~~We intend to generally rely on cash from operations~~During ~~and~~the ~~equity~~three ~~and~~months ~~debt~~ended ~~offerings~~June to30, ~~the extent necessary and available~~2025, towe ~~satisfy~~had ~~our~~other ~~liquidity~~expenses ~~needs.~~of ~~There~~$2,297,809, ~~are~~which ~~several~~consisted ~~factors~~of ~~that could result in~~ the ~~need~~loss toon ~~raise~~issuance ~~additional~~of ~~funds,~~the ~~including~~May a2025 ~~failure~~convertible note toand ~~generate~~warrants ~~revenue~~of ~~in the short term~~$756,621, ainterest ~~lack~~expense of ~~anticipated~~$289,160, ~~sales~~the ~~growth and~~change ~~increased~~in ~~costs.~~fair ~~Our~~value ~~efforts~~of ~~are~~the ~~directed~~warrant ~~toward~~liability ~~generating~~of ~~positive cash flow and~~$32, ~~ultimately~~330, ~~profitability. As our efforts during~~derivative ~~our~~expense ~~fiscal 2024~~ and the ~~three~~change ~~months~~in ~~ended~~fair ~~,March~~value ~~31,~~of ~~2025~~the ~~have~~derivative ~~not~~liability ~~generated~~of ~~positive cash flows~~$1,177,526, wethe ~~will~~loss ~~need~~on tosettlement ~~raise~~of ~~additional~~debts ~~capital. Should~~of ~~capital not be available to us at reasonable terms~~$134, ~~other actions will become necessary~~320, ~~including~~and ~~implementing cost control measures~~losses ~~and~~on ~~additional~~digital ~~efforts~~assets toof ~~increase~~$15,404, ~~sales.~~offset Weby ~~may~~the ~~also~~change bein ~~required~~fair tovalue ~~take~~of ~~more~~the ~~strategic~~May ~~actions~~2025 ~~such~~convertible asnote ~~exploring~~of ~~strategic~~$28,052, ~~options~~and ~~for~~ the ~~sale~~gain on forgiveness of ~~our~~payables ~~company, the creation~~ of ~~joint ventures or strategic alliances under which we will pursue business opportunities~~$79, ~~or other alternatives~~500.

26Comparison of the six months ended June 30, 2025, to the six months ended June 30, 2024

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

	Three months ended March 31,
	Six Months Ended
	2025			2024			Change
	June 30,
Cash provided by / (used in) operating activities	$	(188,550	)	$	(2,428,570	)	$	2,240,020
	2025			2024			Change			%
Cash provided by / (used in) investing activities	$	-		$	-		$	-
Revenues	$	15,136		$	75			15,061			20,081	%
Cash provided by / (used in) financing activities	$	189,608		$	5,125,428		$	(4,935,820	)
Cost of revenue		85,939			56,259			29,680			53	%
Cash on hand	$	1,339		$	2,696,858		$	(2,695,519	)
Gross profit (loss)		(70,803	)		(56,184	)		(14,619	)		26	%
Operating costs and expenses:
Operating expense		812,282			4,399,453			3,587,171			-82	%
Other income (expenses)		(3,159,700	)		(4,048,726	)		889,025			-22	%
Net loss	$	(4,042,785	)	$	(8,504,363	)		4,461,577			-52	%

~~Cash Flow from Operating Activities~~32

~~Three~~Revenues increased by $15,061, or 22,081%, to $15,136 for the six months ended ~~March~~June 3130, 2025 ~~and~~from ~~2023~~$75 for the six months ended June 30, 2024. Beginning in January 2024, we suspended sales of our DISA product in order to update its functionality so it could scale to the needs of our customers. Beginning in the first half of 2025 we began engaging new customers with our DISA product.

~~For the three months ended March 31, 2025 and~~Cost ~~2024,~~of we did not generate positive cash flows from operating activities. For the three months ended March 31, 2025, net cash flows used in operating activities was $188,550 compared to $2,428,570 during the three months ended March 31, 2024.Revenue

~~Cash flows used in operating activities for the~~Cost ~~three months ended March 31, 2025 was comprised~~ of arevenue ~~net~~increased ~~loss~~by of $129,~~172~~680,~~814,~~ ~~which~~or ~~was~~53%, ~~reduced~~to ~~by non-cash expenses of~~ $~~792~~85,~~607~~939 for ~~depreciation, amortization~~the ofsix ~~debt~~months ~~issuance~~ended ~~costs.~~June ~~liquidated~~30, ~~damage~~2025, ~~for~~from ~~warrants~~$56,259 ~~loss~~for onthe ~~settlement~~six ofmonths ~~debt~~ended ~~and write off of accounts receivable and~~June ~~net~~30, ~~change in working capital of $ 191~~2024,~~657,~~ ~~offset~~primarily bydue ~~change~~to inincreased ~~fair~~cost ~~value~~ of ~~derivative~~our ~~liabilities~~cloud hosting platform.

~~For the three months ended March 31, 2024, net~~Gross cash flows used in operating activities was $2,428,570. During the three months ended March 31, 2024, we had a net loss of $6,945,370, which was reduced by non-cash expenses of $4,175,256 for depreciation, amortization of debt issuance costs. liquidated damage for warrants, loss on settlement of debt and net change in working capital of $341,544, offset by change in fair value of derivative liabilities. Loss

~~Cash~~The increase ~~Flows~~in our gross loss of $14,619 to a gross loss of $70,803 for the six months ended June 30, 2025, from ~~Financing~~a ~~Activities~~gross loss of $56,184 for the six months ended June 2024, is primarily attributable to the increased costs of our cloud server expenses.

~~During the three months ended March 31, 2025,~~Operating cash provided by financing activities of $189,608 included $260,000 from the issuance of convertible notes payable, and was offset by related party payable of $21,729 and the repayment of convertible notes payable of $48,663 and convertible notes payable of $802,984. During the three months ended March 31, 2024, cash provided by financing activities of $5,125,428 included $5,372,787 from the sales of common stock units, $605,000 from the sale of 605 Preferred B shares, and $30,000 from the issuance of note payable, and was offset by deferred offering costs of $24,375 and the repayment of notes payable of $55,000 and convertible notes payable of $802,984.Expenses

Off-Balance Sheet Arrangements

	Six Months Ended
	June 30,
	2025		2024		Change			%
Operating Expenses
General and administrative expenses	$	662,429	$	2,367,339		(1,704,910	)		-72	%
Salaries and wages		-		829,307		(829,307	)		-100	%
Research and development and other service providers		81,076		1,121,890		(1,040,814	)		-93	%
Consulting expense – related party		68,777		80,917		(12,140	)		-15	%
Total Operating Expenses	$	812,282	$	4,399,453		(3,587,171	)		-82	%

WeOperating expense dodecreased ~~not~~by ~~have~~$3,587,171 ~~any~~or ~~off-balance~~82% ~~sheet~~to ~~arrangements~~$812,282 for the six months ended June 30, 2025 from $4,399,453 for the six months ended June or30, ~~relationships~~2024 ~~with~~primarily ~~unconsolidated~~due ~~entities~~to orthe ~~financial~~reduction ~~partnerships~~in general and administrative expenses related to going public in early 2024, ~~such~~a asreduction ~~entities~~in software ~~often~~development ~~referred~~costs related to asour ~~structured~~DISA ~~finance~~products orand ~~special~~a reduction in salaries and wages and stock based compensation expenses paid ~~purpose~~to ~~entities~~employees and service providers.

~~Going~~General and ~~Concern~~Administrative Expenses decreased by $1,704,910 or 72% to $662,429 during the six months ended June 30, 2025, from $2,367,339 during the six months ended June 30, 2024. The decrease is primarily a result of a reduction of the Company’s costs related to going public during the first quarter of 2024 such as insurance, professional fees, and investor relations.

~~The~~Salaries and ~~accompanying~~wages ~~financial~~decreased ~~statements~~by of$829,307, ~~the~~or ~~Company are~~100%, ~~prepared~~to in$0 ~~accordance~~for ~~with~~the ~~U.S.~~six ~~GAAP~~months ~~applicable~~ended toJune a30, ~~going concern~~2025, ~~which~~from ~~contemplates~~$829,307 ~~realization~~for ~~of assets and~~ the ~~satisfaction of~~six ~~liabilities~~months inended ~~the~~June ~~normal~~30, 2024, ~~course~~due ofto ~~business~~a ~~within~~reduction ~~one~~in ~~year~~staff ~~after~~in ~~the~~2024 ~~date~~and ~~the~~a ~~consolidated~~reduction ~~financial~~in ~~statements~~stock-based ~~are~~compensation ~~issued~~paid.

InResearch and ~~accordance~~development ~~with~~and ~~Financial~~other ~~Accounting~~service ~~Standards Board~~providers ~~(“FASB”),~~expense ~~Accounting~~decreased ~~Standards~~by ~~Update~~$1,040,814, ~~(“ASU”)~~or ~~No.~~93%, ~~2014-15~~to $81,076 ~~Presentation~~for ofthe ~~Financial~~six ~~Statements~~months ~~– Going~~ended ~~Concern~~June ~~(Subtopic~~30, ~~205-40)~~2025, from ~~the~~$1,121,890 ~~Company’s~~for ~~management~~the ~~evaluates~~six ~~whether~~months ~~there~~ended ~~are~~June ~~conditions or events~~30, ~~considered in aggregate~~2024, ~~that~~ ~~raise~~primarily ~~substantial~~related ~~doubt about the Company’s ability~~ to ~~continue as~~ a ~~going~~decrease ~~concern~~in ~~within~~software ~~one~~development ~~year~~costs ~~after~~related ~~the~~to ~~date that the~~our ~~accompanying~~DISA ~~financial statements are issued~~products.

~~Critical~~Related party ~~Accounting~~consulting ~~Policies~~expenses decreased by $12,140, or 15%, to $68,777 for the three months ended June 30, 2025 from $80,917 for the three months ended June 30, 2024. The expenses are due to consulting services provided by a company owned by our CEO.

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

27During the six months ended June 30, 2025, we had other expenses of $3,159,700, which consisted of derivative expense the change in the fair value of the derivative liability of $1,128,710, the loss on issuance of the May 2025 convertible note of $756,621, liquidated damages of $710,375, interest expense of $405,982, the loss on settlement of debts of $167,830, bad debt expense of $50,000, the change in fair value of warrant liability of $32,330, and the losses on digital assets of $15,404, offset by the gain from forgiveness of payables of $79,500, and the change in fair value of the May 2025 convertible note of $28,052.

We have identified the following accounting policies as those that require significant judgments, assumptions and estimates and that have a significant impact on our financial condition and results of operations. These policies are considered critical because they may result in fluctuations in our reported results from period to period, due to the significant judgments, estimates and assumptions about complex and inherently uncertain matters and because the use of different judgments, assumptions or estimates could have a material impact on our financial condition or results of operations. We evaluate our critical accounting estimates and judgments required by our policies on an ongoing basis and update them as appropriate based on changing conditions.33

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

The ~~Company uses a three-tier fair value hierarchy~~ tofollowing ~~classify~~table ~~and~~provides ~~disclose~~selected ~~all~~financial ~~assets~~data ~~and~~about ~~liabilities~~us ~~measured at fair value on a recurring basis,~~ as ~~well~~of asJune ~~assets and liabilities measured at fair value on a non-recurring basis~~30, in2025 ~~periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available,~~ and toDecember ~~minimize the use of unobservable inputs~~31, ~~when determining fair value.~~2024

The three tiers are defined as follows:

	June 30,			December 31,
	2025			2024			Change			%
Current assets	$	5,130		$	128,357		$	(123,227	)		-96	%
Current liabilities	$	5,948,445		$	2,363,345		$	3,585,100			152	%
Working capital (deficiency)	$	(5,943,315	)	$	(2,234,988	)	$	(3,708,327	)		166	%

●Liquidity is ~~Level~~the 1ability –of ~~Observable~~an ~~inputs~~enterprise ~~that~~to ~~reflect~~generate ~~quoted~~adequate ~~market~~amounts ~~prices~~of ~~(unadjusted)~~cash to meet its needs for ~~identical~~cash requirements. As of June 30, 2025, and December 31, 2024 we had cash of $283 and $281, respectively. Current assets decreased by $123,227, or ~~liabilities~~96%, to $5,130 as of June 30, 2025 from $128,357 as of December 31, 2024. The decrease was primarily attributable to a reduction in ~~active~~prepaid ~~markets;~~expense of $74,229 and a reduction of accounts receivable of $49,000.

●Current liabilities ~~Level~~increased by $3,546,765, or 150%, to $5,910,110 as of June 30, 2025 from $2,363,345 –as ~~Observable~~of ~~inputs~~December ~~other~~31, ~~than~~2024. ~~quoted~~The ~~prices~~increase was inprimarily ~~active~~attributable ~~markets~~to ~~that~~an ~~are~~increase ~~observable~~in ~~either~~the ~~directly~~derivative orliability ~~indirectly~~of $1,178,710, an increase in the ~~marketplace~~warrant ~~for~~liability ~~identical~~of or$755,618, an ~~similar~~increase ~~assets~~in accounts payable and accrued liabilities; of $679,602, an increase in liquidated damages payable of $396,886, an increase in the liability from the May 2025 convertible note of $305,281, and an increase in convertible notes payable of $221,520.

●We believe ~~Level~~we 3will –not ~~Unobservable~~have ~~inputs~~sufficient ~~that~~cash ~~are~~on ~~supported~~hand byto ~~little~~support orour nooperations ~~market~~for ~~data~~at least 12 months. As of June 30, ~~which~~2025, ~~require~~we ~~the~~had ~~Company~~a working capital deficiency of $5,904,980. As discussed below, this condition and other factors raise substantial doubt regarding our ability to ~~develop~~continue ~~its~~as ~~own~~a ~~assumptions~~going concern.

~~The~~We intend ~~determination~~to ofgenerally ~~fair~~rely ~~value~~on cash from operations and equity and debt offerings to the ~~assessment~~extent necessary and available, to satisfy our ofliquidity aneeds. ~~measurement’s~~There ~~placement~~are ~~within~~several ~~the~~factors ~~hierarchy~~that ~~requires~~could ~~judgment.~~result ~~Level~~in 3the ~~valuations~~need ~~often~~to ~~involve~~raise additional funds, including a ~~higher~~failure ~~degree~~to ofgenerate ~~judgment~~revenue ~~and~~in ~~complexity.~~the ~~Level~~short 3term, ~~valuations~~a ~~may~~lack ~~require~~of ~~the~~anticipated ~~use~~sales ofgrowth ~~various~~and ~~cost,~~increased ~~market,~~costs. orOur ~~income~~efforts ~~valuation~~are ~~methodologies~~directed ~~applied~~toward togenerating ~~unobservable management~~positive ~~estimates~~cash flow and, ~~assumptions~~ultimately, profitability. ~~Management’s~~As ~~assumptions~~our ~~could~~efforts ~~vary~~during ~~depending~~our onfiscal 2024 and the ~~asset~~six ormonths ~~liability~~ended ~~valued~~June ~~and~~30, ~~the~~2025 ~~valuation~~have not generated positive ~~method~~cash ~~used~~flows, we will need to raise additional capital. ~~Such~~Should ~~assumptions~~capital ~~could~~not ~~include~~be ~~estimates~~available ofto ~~prices,~~us ~~earnings,~~at ~~costs~~reasonable terms, other actions ofwill ~~market participants~~become necessary, ~~market~~including ~~factors,~~implementing orcost ~~the weighting~~control ofmeasures ~~various~~and ~~valuation~~additional ~~methods.~~efforts ~~The~~to ~~Company~~increase sales. We may also ~~engage~~be ~~external~~required ~~advisors~~ to ~~assist~~take usmore strategic inactions ~~determining~~such ~~fair~~as ~~value~~exploring strategic options for the sale of our company, asthe ~~appropriate~~creation of joint ventures or strategic alliances under which we will pursue business opportunities, or other alternatives.

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

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

	Six months ended March 31,
	2025			2024			Change
Cash used in operating activities	$	(357,158	)	$	(4,557,406	)	$	4,200,249
Cash used in investing activities	$	(154,177	)	$	(2,131	)	$	(152,046	)
Cash provided by financing activities	$	511,337		$	5,187,384		$	(4,676,047	)

Debt Discount. For certain notes issued, the Company may provide the debt holder with an original issue discount. The original issue discount is recorded as a debt discount, reducing the face amount of the note, and is amortized to interest expense over the life of the debt, in the Consolidated Statements of Operations.34

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

28Six months ended June 30, 2025 and 2024

~~Under ASC 730-10, all research and development~~We ~~costs~~did ~~must~~not begenerate ~~charged~~positive tocash ~~expense~~flows asfrom ~~incurred.~~operating ~~Accordingly,~~activities ~~internal~~during ~~research and development costs are expensed as incurred. Third-party research and development costs are expensed when~~ the ~~contracted~~six ~~work~~months ~~has~~ended ~~been~~June ~~performed~~30, or2025 ~~as milestone results have been achieved as defined under the applicable agreement. Company-sponsored research~~ and ~~development costs related to both present and future products are expensed in the period incurred~~2024.

~~Stock-based~~Cash flows ~~Compensation.~~used ~~The~~in ~~Company~~operating ~~accounts~~ activities for ~~our~~the ~~stock-based~~six ~~compensation~~months ~~under~~ended ~~ASC~~June ~~718~~30, ~~“Compensation~~2025 –was ~~Stock~~comprised ~~Compensation”~~of ~~using~~a ~~the~~net ~~fair~~loss ~~value-based~~of ~~method.~~$4,042,785, reduced by non-cash ~~Under~~expenses ~~this~~of ~~method~~$2,894,980. ~~compensation~~Non-cash ~~cost~~expenses iswere ~~measured~~primarily atcomposed of the ~~grant~~derivative ~~date~~expense ~~based~~and onchange ~~the~~in fair value of derivative liability, the ~~award~~amortization ~~and~~of isdebt ~~recognized~~issuance ~~over~~costs, ~~the~~liquidated ~~service period~~damages from warrants, ~~which~~the isloss ~~usually~~on issuance of the ~~vesting~~May ~~period.~~2025 ~~This~~convertible ~~guidance~~note ~~establishes~~and warrants, ~~standards~~loss ~~for~~on ~~the~~settlement ~~accounting~~of ~~for~~debt ~~transactions~~and inbad ~~which~~debt anexpense, ~~entity exchanges~~offset itprimarily ~~equity~~by ~~instruments~~the ~~for~~gain ~~goods~~on orsettlement ~~services.~~of Itaccounts ~~also~~payable. ~~addresses~~Cash ~~transactions~~flows of in$790,647 ~~which~~were analso ~~entity~~produced ~~incurs~~by ~~liabilities~~the changes in ~~exchange for~~the ~~goods~~levels orof ~~services~~operating ~~that~~assets ~~are~~and ~~based~~liabilities, onprimarily ~~the~~related ~~fair~~to ~~value~~an ofincrease ~~the~~in accounts ~~entity’s~~payable ~~equity~~and ~~instruments~~accrued orexpenses, ~~that~~and ~~may~~a bedecrease ~~settled~~in byprepaid ~~the~~expense ~~issuance of~~and ~~those~~other ~~equity instruments~~assets.

~~The~~Cash flows ~~Company~~used ~~uses~~in operating activities for the ~~fair~~six ~~value~~months ~~method~~ended ~~for~~June ~~equity instruments~~30, ~~granted~~2024 towas comprised of a net loss of $8,504,362, reduced by non-~~employees~~cash expenses ~~and~~of ~~use~~$4,115,874. Non-cash expenses were primarily composed of the ~~Black~~loss on settlement of debt of $3,824,936, the amortization of debt issuance costs, stock-~~Scholes~~based ~~model~~compensation, ~~for~~and ~~measuring~~a convertible note default penalty, offset primarily by the change in fair value of the ~~options~~derivative liability and the gain on settlement of accounts payable. Cash flows of $168,918 were also used by the changes in the levels of operating assets and liabilities, primarily related to an increase in prepaid expenses and other assets, offset by primarily by an increase in accounts payable and accrued expenses.

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

~~When~~During the ~~determining~~six ~~fair~~months ~~value~~ended June 30, ~~the~~2025 ~~Company~~cash ~~considers~~flows from investing activities were composed of $170,057 used to purchase digital assets, offset by the ~~following~~proceeds ~~assumptions~~from in the ~~Black-Scholes~~sale ~~model:~~of digital assets of $15,880.

●During the ~~Exercise~~six ~~price,~~months ●ended ~~Expected~~June ~~dividends~~30, ●2024 ~~Expected~~cash ~~volatility,~~flows ●from ~~Risk-free~~investing ~~interest~~activities ~~rate;~~were ~~and~~composed ●of ~~Expected~~$2,131 ~~life~~used ofto ~~option~~purchase property and equipment.

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

InDuring the ~~August~~six ~~2020,~~months ~~FASB~~ended ~~issued~~June ~~ASU 2020-06~~30, ~~Accounting for Convertible Instruments and Contracts in an Entity; Own Equity (“ASU 2020-06”)~~2025, ascash ~~part~~provided ofby ~~its~~financing ~~overall~~activities ~~simplification initiative to reduce costs and complexity~~ of ~~applying~~$511,337 ~~accounting~~included ~~standards~~$260,000 ~~while~~from ~~maintaining or improving~~ the ~~usefulness~~proceeds ~~of the information provided to users of financial statements. Among other changes, the new guidance removes~~ from ~~GAAP separation models for~~ convertible ~~debt~~ ~~that~~notes ~~require the convertible debt to be separated into a debt and equity component~~payable, ~~unless the conversion feature is required to be bifurcated and accounted for as a derivative or the debt is issued at a substantial premium. As a result~~$275,000 after adopting the guidance, entities will no longer separately present such embedded conversion features in equity and will instead account for the convertible debt wholly as debt. The new guidance also requires use of ~~the~~proceeds ~~“if-converted”~~from ~~method when calculating~~ the ~~dilutive~~May ~~impact~~2025 of convertible ~~debt~~note ~~on earnings~~and ~~per share~~$25,000 ~~which~~of isissuance ~~consistent~~costs ~~with~~from the ~~Company’s~~May ~~current~~2025 ~~accounting~~convertible ~~treatment under the current guidance. The guidance is effective for financial statements issued for fiscal years beginning after December 15~~note, ~~2023, and interim periods within those fiscal~~ ~~years,~~offset ~~with~~by ~~early adoption permitted~~$48,663 ~~but~~used ~~only~~to atrepay ~~the~~convertible ~~beginning~~notes ~~of the fiscal year~~payable.

WeDuring the dosix ~~not~~months ~~expect~~ended June 30, 2024, cash provided by financing activities of $5,187,384 included $5,372,787 of proceeds from the ~~adoption~~sales of common stock units, proceeds of ~~this~~$605,000 ~~pronouncement~~from ~~will~~the ~~have~~sale aof ~~material~~Series B Preferred shares, proceeds of $61,073 from the exercise of warrants ~~effect~~and on$30,000 ~~our~~from ~~financial~~the ~~statements~~issuance of note payable, offset by the repayment of convertible notes payable of $802,984, the repayment of notes payable of $55,000, and deferred offering costs of $24,375.

29Off-Balance Sheet Arrangements

~~ITEM~~We do 3.not ~~QUANTITATIVE~~have ~~AND~~any ~~QUALITATIVE~~off-balance sheet arrangements or relationships with unconsolidated entities or financial partnerships, such as entities ~~DISCLOSURES~~often ~~ABOUT~~referred ~~MARKET~~to ~~RISK~~as structured finance or special purpose entities.

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

~~ITEM~~Our accompanying consolidated financial statements are prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States including the assumption of a going concern basis, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, as shown in the accompanying consolidated financial statements, during the six months ended June 30, 2025, we had a net loss of approximately $4.0 ~~CONTROLS~~million. ~~AND~~As ~~PROCEDURES~~of June 30, 2025, we had an accumulated deficit of $104.7 million and negative working capital of $5.9 million. During the six months ended June 30, 2025, we used cash in operations of approximately $0.4 million. We expect to continue to incur significant expenditures to develop our technology. As such, there is substantial doubt about the Company’s ability to continue as a going concern.

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

Our accounting policies are more fully described in our unaudited financial statements. The ~~Sarbanes-Oxley~~preparation ~~Act~~of ~~requires,~~financial ~~among~~statements ~~other~~in ~~things,~~conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that weaffect the ~~maintain~~amounts ~~effective~~reported ~~disclosure~~in ~~controls~~the financial statements and ~~procedures,~~accompanying notes. Although these estimates are based on our best knowledge of current and ~~internal~~anticipated ~~control~~events, ~~over~~actual ~~financial~~results ~~reporting~~could differ from the estimates.

We do not yet have effective disclosure controls and procedures, or internal controls over all aspects of our financial reporting. We are continuing to develop and refine our disclosure controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we will file with the SEC is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Our management has deemed certain conditions to be material weaknesses and significant deficiencies in our internal controls. For example, we failed to employ a sufficient number of staff to maintain optimal segregation of duties and to provide optimal levels of oversight and we rely upon a third-party accounting firm to assist us with generally accepted in the United States of America (“GAAP”) compliance. Our management is responsible for establishing and maintaining adequate internal control over our financial reporting, as defined in Rule 13a-15(f) under the Exchange Act. We will be required to expend time and resources to further improve our internal controls over financial reporting, including by expanding our staff. However, we cannot assure you that our internal control over financial reporting, as modified, will enable us to identify or avoid material weaknesses in the future.35

~~Our current controls and any new controls that~~We wehave ~~develop~~identified ~~may~~the ~~become~~following ~~inadequate~~accounting ~~because~~policies ofas ~~changes~~those inthat ~~conditions~~require insignificant ~~our business~~judgments, ~~including~~assumptions ~~increased~~and ~~complexity~~estimates ~~resulting~~and ~~from~~that ~~our international~~have ~~expansion.~~a ~~Further,~~significant ~~weaknesses~~impact inon our ~~disclosure controls or our internal control over~~ financial ~~reporting~~condition ~~may~~and beresults ~~discovered~~of ~~in the future~~operations. ~~Any~~ ~~failure~~These topolicies ~~develop~~are orconsidered ~~maintain~~critical ~~effective~~because ~~controls,~~they ormay ~~any~~result in ~~difficulties~~fluctuations ~~encountered~~ in ~~their implementation or improvement, could harm~~ our ~~operating~~reported results orfrom ~~cause~~period us to ~~fail~~period, due to ~~meet~~the ~~our~~significant ~~reporting~~judgments, ~~obligations~~estimates and ~~may~~assumptions ~~result~~about ~~in a restatement of our financial statements~~complex ~~for~~and ~~prior~~inherently ~~periods.~~uncertain ~~Any~~matters ~~failure to implement~~ and ~~maintain~~because ~~effective internal control over financial reporting could also adversely affect~~ the ~~results~~use of ~~management~~different ~~reports~~judgments, ~~and~~assumptions ~~independent~~or ~~registered~~estimates ~~public~~could ~~accounting~~have ~~firm~~a ~~audits~~material ofimpact on our ~~internal control over~~ financial ~~reporting that~~condition weor ~~will~~results ~~eventually~~of beoperations. ~~required~~We toevaluate ~~include in~~ our ~~periodic~~critical ~~reports~~accounting ~~that~~estimates ~~will be filed with the SEC. Ineffective disclosure controls~~ and ~~procedures,~~judgments ~~and~~required ~~internal~~by ~~control over financial reporting could also cause investors to lose confidence in~~ our ~~reported financial~~policies ~~and~~on ~~other~~an ~~information,~~ongoing ~~which~~basis ~~would~~and ~~likely~~update ~~have~~them aas ~~negative~~appropriate ~~effect~~based on ~~the~~changing ~~market price of our common stock~~conditions.

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

30The Company accounts for financial instruments under Financial Accounting Standards Board (“FASB”) ASC 820, Fair Value Measurements. ASC 820 provides a framework for measuring fair value and requires disclosures regarding fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, based on the Company’s principal or, in absence of a principal, most advantageous market for the specific asset or liability.

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

~~Item~~The three 1.tiers ~~Legal~~are ~~Proceedings.~~defined as follows:

~~From~~● ~~time~~Level to1 ~~time,~~– weObservable ~~may~~inputs bethat ~~involved~~reflect quoted market prices (unadjusted) for identical assets or liabilities in ~~various disputes~~active ~~and~~markets; ~~litigation~~● ~~matters~~Level 2 – Observable inputs other than quoted prices in active markets that ~~arise~~are observable either directly or indirectly in the ~~ordinary~~marketplace ~~course~~for ofidentical ~~business~~or similar assets and liabilities; and ● Level 3 – Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions.

The determination ~~Company~~of ~~received~~fair ~~correspondence~~value inand ~~February, 2023~~the ~~from~~assessment anof ~~attorney representing~~ a ~~former~~measurement’s ~~customer~~placement ofwithin the ~~Company.~~hierarchy ~~The~~requires ~~correspondence~~judgment. ~~contains~~Level ~~allegations~~3 ~~that the customer provided~~valuations ~~certain~~often ~~leads~~involve toa ~~the~~higher ~~Company~~degree ~~that~~of ~~were~~judgment ~~not processed by the Company according to the agreement between the Company~~ and ~~the customer~~complexity. ~~Further, the~~Level ~~customer~~3 ~~alleges~~valuations ~~that~~may itrequire ~~paid for~~ the ~~processing~~use of ~~those~~various ~~leads~~cost, ~~and~~market, ~~that~~or itincome ~~was~~valuation methodologies ~~entitled~~applied to aunobservable ~~refund~~management ofestimates aand ~~portion of its payment~~assumptions. ~~The~~ ~~Company~~Management’s ~~has~~assumptions ~~requested~~could ~~details~~vary ofdepending ~~which~~on ~~leads~~the asset ~~were~~or ~~not~~liability ~~processed,~~valued ~~however~~and the ~~customer~~valuation ~~has~~method ~~not provided those details~~used. ~~The~~Such ~~Company denies~~assumptions ~~liability~~could ~~and~~include ~~intends~~estimates toof ~~continue~~prices, toearnings, ~~vigorously defend any action~~costs, ~~although the probability of a favorable or unfavorable outcome~~actions ~~is difficult to estimate as~~ of ~~this~~market ~~date.~~participants, ~~The~~market ~~result or impact of such allegations are uncertain~~factors, ~~including whether~~ or ~~not~~the ~~they~~weighting ~~could result in damages and/or awards~~ of ~~attorneys’~~various ~~fees~~valuation ~~or expenses~~methods. ~~While~~The ~~the~~Company ~~outcome~~may isalso ~~uncertain,~~engage ~~the~~external ~~Company has accrued $15,950 and~~advisors ~~accounted~~to ~~for~~assist itus asin ~~Unearned~~determining ~~Revenue~~fair ~~until~~value, ~~the~~as ~~matter is resolved~~appropriate.

~~The Company received a letter dated August 28,~~Derivative ~~2023,~~Financial from an attorney hired on behalf of a former employee of the Company. This former employee offered her resignation, which was accepted on July 12, 2023. This letter contains allegations that the former employee was sexually harassed and terminated wrongfully by the Company. The Company is of the opinion that allegations in this letter lack merit. The Company has reported this matter to its insurance carrier and outside counsel has been engaged. The Company denies liability and intends to continue to vigorously defend any action, although the probability of a favorable or unfavorable outcome is difficult to estimate as of this date. The result or impact of such allegations are uncertain, including whether or not they could result in damages and/or awards of attorneys’ fees or expenses. In December 2023 the former employee’s attorney requested that the parties attend mediation, however a date for said mediation has not been determined. In December 2024, the EEOC dismissed the case.Instruments

OnThe Company ~~December~~does ~~20,~~not ~~2023,~~use anderivative ~~individual~~instruments ~~filed~~to ahedge ~~putative class~~exposures ~~action~~to ~~lawsuit~~cash ~~against~~flow, amarket ~~customer~~or offoreign ~~the~~currency ~~Company~~risks. ~~that~~We ~~was~~evaluate ~~using~~all ~~the~~of ~~Company’s~~our financial ~~DISA’s.~~instruments ~~Shortly~~to ~~thereafter,~~determine ~~the~~if ~~individual filed~~such ainstruments ~~first~~are ~~amended~~derivatives ~~complaint~~or ~~(FAC)~~contain ~~adding~~features ~~the~~that ~~Company~~qualify as aembedded ~~party~~derivatives. ~~The~~For derivative ~~FAC~~financial ~~states~~instruments that ~~Plaintiff’s~~are ~~phone~~accounted ~~number~~for ~~has~~as ~~been~~liabilities, on the ~~National~~ ~~Do-Not-Call~~derivative ~~Registry~~instrument ~~since~~is ~~2009.~~initially ~~Despite~~recorded ~~this,~~at ~~Plaintiff alleges he received two prerecorded calls from the Company on behalf of~~ its ~~Customer~~fair ~~on October 10~~ value and ~~November~~is ~~28,~~then ~~2023.~~re-valued ~~Based~~at oneach ~~these~~reporting ~~alleged violations~~date, ~~Plaintiff~~with ~~asserts~~changes ~~that~~in the ~~Company~~fair ~~violated~~value ~~the Telephone~~reported ~~Consumer~~in ~~Protection Act’s (TCPA) prerecorded call provision and~~ the ~~South~~statements ~~Carolina~~of ~~Telephone~~operations. ~~Privacy~~For ~~Protection~~our ~~Act. In~~derivative ~~response~~financial ~~to the FAC~~instruments, ~~both~~ the Company ~~and~~used ~~its~~either ~~Customer filed~~ a ~~motion~~Black toScholes ~~dismiss~~valuation ~~and~~model ~~motion~~or toa ~~strike~~Monte ~~the~~Carlo ~~class~~valuation ~~allegations.~~model ~~The~~to ~~motions are~~value ~~fully briefed, but~~ the ~~Court~~derivative instruments ~~has~~at ~~yet~~inception toand ~~issue~~on asubsequent ~~ruling~~valuation dates. The ~~parties~~classification ~~each~~of ~~exchanged~~derivative ~~discovery~~instruments, ~~responses.~~including ~~The~~whether ~~parties~~such ~~agreed to attend~~instruments ~~mediation~~should onbe ~~October~~recorded ~~15,~~as ~~2024.~~liabilities ~~The~~or ~~Company~~as ~~denies~~equity, ~~liability~~is ~~and~~evaluated ~~intends~~at tothe ~~continue~~end toof ~~vigorously~~each ~~defend~~reporting ~~any~~period. ~~action,~~Derivative ~~although~~liabilities ~~the~~are ~~probability~~classified ofin athe ~~favorable~~balance orsheet ~~unfavorable~~as ~~outcome~~current isor ~~difficult~~non-current tobased ~~estimate~~on aswhether ofor ~~this~~not ~~date.~~net-cash ~~The~~settlement ~~result~~ or ~~impact~~conversion of ~~such~~the ~~allegations~~instrument ~~are uncertain, including whether or not they~~ could ~~result~~be inrequired within ~~damages~~twelve ~~and/or~~(12) ~~awards~~months of ~~attorneys’~~the ~~fees~~balance orsheet ~~expenses~~date.

Carstens, Allen & Gourley, LLP (“Carstens”) commenced an action before the Texas Civil Court against the Company on or about August 12, 2024 (“Lawsuit”). In the Lawsuit, Carstens alleges that the Company was in breach of contract by failure and refusal to pay attorneys’ fees that it owes to Carstens. The Company has entered into settlement negotiations with Carstens. In December, 2024, Carstens filed for a default judgement for the unpaid fees. The Company is negotiating with Carstens for a mutually acceptable settlement.Warrants

31The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

OnFor issued ~~December~~or ~~16,~~modified ~~2024,~~warrants ~~MAI~~that ~~Voice~~meet ~~GCO~~all of the criteria for equity classification, ~~LLC~~the ~~filed a~~warrants ~~verified~~are ~~complaint~~required ~~alleging~~to ~~breach~~be recorded as a component of ~~contract~~additional ~~and~~paid-in ~~seeking~~capital ~~$32,090~~at the time of issuance. ~~The~~For ~~Company~~issued ~~denies~~or ~~liability~~modified ~~and~~warrants ~~intends~~that ~~vigorously~~do ~~defend~~not meet all the ~~action that~~criteria ~~was~~for ~~brought~~equity classification, the ~~although~~warrants ~~the~~are ~~probability~~required ofto abe ~~favorable~~recorded orat ~~unfavorable~~their ~~outcome~~initial isfair ~~difficult~~value toon ~~estimate~~the asdate of ~~this~~issuance, and each balance sheet date thereafter. Changes ~~The~~in ~~result or~~the ~~impact~~estimated fair value of ~~such~~the ~~allegations~~warrants are ~~uncertain,~~recognized ~~including~~as ~~whether~~a non-cash gain or ~~not~~loss ~~they~~on ~~could~~the ~~result~~statements inof ~~damages~~operations. ~~and/or~~The ~~awards~~fair value of ~~attorneys’~~the ~~fees or~~warrants ~~expenses~~was estimated using a Monte Carlo pricing model.

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

InAs permitted ~~April~~under ~~2025~~ASC 825 Financial Instruments (“ASC 825”), the Company ~~settled~~elects ato ~~lawsuit~~account ~~previously~~for the May 2025 Convertible ~~filed~~Note, ~~against~~which meets the ~~Company~~required bycriteria, ~~Carstens~~at ~~Allen~~fair value at inception and ~~Gourley~~at each subsequent reporting date. Subsequent changes in fair value are recorded as a component of non-operating loss in the consolidated statements of operations. This election is made on an instrument-by-instrument basis as permitted under ASC 825. The ~~Company~~portion ~~agreed~~of total changes in fair value of the convertible promissory note attributable to ~~pay~~changes in ~~Carstens~~instrument-specific credit risk are determined through specific measurement of periodic changes in the ~~total~~discount ~~sum~~rate assumption exclusive of ~~$160,000~~base market changes and are presented as a component of comprehensive income in 13the ~~payments~~accompanying Consolidated Statements of Operation. ~~Upon~~As ~~signing~~a result of electing the ~~settlement~~fair value option, ~~Carstens~~direct ~~filed~~costs ~~with~~and ~~the~~fees ~~courts~~related to ~~dismiss~~ the ~~lawsuit~~May 2025 Convertible Note are expensed as incurred.

~~Item~~The Company 1Aestimates the fair value of the May 2025 Convertible Note using a Monte Carlo simulation model, which uses as inputs the fair value of our common stock and estimates for the equity volatility and volume volatility of our common stock, the time to expiration of the convertible promissory note, the risk-free interest rate for a period that approximates the time to expiration, and probability of default. Therefore, we estimate our expected future volatility based on the actual volatility of our common stock and historical volatility of our common stock utilizing a lookback period consistent with the time to expiration. The time to expiration is based on the contractual maturity date, giving consideration to the voluntary, mandatory and potential accelerated redemption scenarios. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of measurement for time periods approximately equal to the time to expiration. Probability of default is estimated using Bloomberg’s Default Risk ~~Factors~~function which uses our financial information to calculate a default risk specific to the Company.

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

~~You~~The Company ~~should~~accounts ~~carefully~~for ~~consider~~research ~~the~~and ~~risk~~development ~~factors discussed~~costs in ~~our~~accordance ~~Annual~~with ~~Report~~ASC onsubtopic ~~Form 10~~730-K10, ~~under~~Research ~~the~~and ~~heading~~Development (“~~Part~~ASC ~~I, Item 1A. Risk Factors,~~730-10” ~~which risks could materially affect our business, financial condition or future results~~). Such risks are not the only risks facing the Company. Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial, also may have a material adverse effect on our business, financial condition and future results or enhance the adverse impact of the risks known to us.

~~Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.~~37

~~None~~Under ASC 730-10, all research and development costs must be expensed as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved as defined under the applicable agreement. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred.

~~Item~~Stock-based Compensation. 3The Company accounts for our stock-based compensation under ASC 718 “Compensation – Stock Compensation” using the fair value-based method. ~~Defaults~~Under ~~Upon~~this ~~Senior~~method, ~~Securities~~compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. This guidance establishes standards for the accounting for transactions in which an entity exchanges equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments.

~~None~~The Company uses the fair value method for equity instruments granted to non-employees and uses the Black-Scholes model for measuring the fair value of options.

~~Item~~The fair 4.value ~~Mine~~of ~~Safety~~stock-based ~~Disclosures~~compensation is determined as of the date of the grant or the date at which the performance of the services is completed (measurement date) and is recognized over the vesting periods.

~~Not~~When determining ~~applicable.~~fair value, the Company considers the following assumptions in the Black-Scholes model:

~~Item~~● 5.Exercise ~~Other~~price, ~~Information.~~● Expected dividends, ● Expected volatility, ● Risk-free interest rate; and ● Expected life of option

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

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

32We do not expect the adoption of this pronouncement to have a material effect on our financial statements.

~~Item 6. Exhibits.~~38

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

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

See Note 2 to our unaudited condensed consolidated financial statements included herein and Note 2 to our audited annual financial statements for the year ended December 31, 2024 included in the 2024 Form 10-K for information about recent accounting pronouncements, the timing of their adoption, and our assessment, to the extent we have made one, of their potential impact on our financial condition and results of operations.

*JOBS Act ~~Filed~~Accounting ~~herewith.~~Election

33We are an “emerging growth company,” as defined in the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies.

~~SIGNATURES~~We have elected to use this extended transition period to enable us to comply with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

~~Pursuant to the requirements~~ITEM of3. ~~the~~QUANTITATIVE ~~Securities~~AND ~~Exchange~~QUALITATIVE ~~Act~~DISCLOSURES ofABOUT ~~1934,~~MARKET ~~the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.~~RISK

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

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

34ITEM 4. CONTROLS AND PROCEDURES

FL NONE NONE NONE 0001880431 false Q1 --12-31 0001880431 2025-01-01 2025-03-31 0001880431 us-gaap:CommonStockMember 2025-01-01 2025-03-31 0001880431 vhai:SeriesAWarrantsMember 2025-01-01 2025-03-31 0001880431 vhai:SeriesBWarrantsMember 2025-01-01 2025-03-31 0001880431 2025-07-07 0001880431 2025-03-31 0001880431 2024-12-31 0001880431 us-gaap:RelatedPartyMember 2025-03-31 0001880431 us-gaap:RelatedPartyMember 2024-12-31 0001880431 us-gaap:SeriesAPreferredStockMember 2025-03-31 0001880431 us-gaap:SeriesAPreferredStockMember 2024-12-31 0001880431 us-gaap:SeriesBPreferredStockMember 2025-03-31 0001880431 us-gaap:SeriesBPreferredStockMember 2024-12-31 0001880431 vhai:SeriesCConvertiblePreferredStockMember 2025-03-31 0001880431 vhai:SeriesCConvertiblePreferredStockMember 2024-12-31 0001880431 vhai:SeriesDRedeemablePreferredStockMember 2025-03-31 0001880431 vhai:SeriesDRedeemablePreferredStockMember 2024-12-31 0001880431 2024-01-01 2024-03-31 0001880431 us-gaap:SeriesAPreferredStockMember us-gaap:PreferredStockMember 2024-12-31 0001880431 us-gaap:CommonStockMember 2024-12-31 0001880431 us-gaap:AdditionalPaidInCapitalMember 2024-12-31 0001880431 us-gaap:RetainedEarningsMember 2024-12-31 0001880431 us-gaap:SeriesAPreferredStockMember us-gaap:PreferredStockMember 2025-01-01 2025-03-31 0001880431 us-gaap:CommonStockMember 2025-01-01 2025-03-31 0001880431 us-gaap:AdditionalPaidInCapitalMember 2025-01-01 2025-03-31 0001880431 us-gaap:RetainedEarningsMember 2025-01-01 2025-03-31 0001880431 us-gaap:SeriesAPreferredStockMember us-gaap:PreferredStockMember 2025-03-31 0001880431 us-gaap:CommonStockMember 2025-03-31 0001880431 us-gaap:AdditionalPaidInCapitalMember 2025-03-31 0001880431 us-gaap:RetainedEarningsMember 2025-03-31 0001880431 us-gaap:SeriesAPreferredStockMember us-gaap:PreferredStockMember 2023-12-31 0001880431 us-gaap:SeriesBPreferredStockMember us-gaap:PreferredStockMember 2023-12-31 0001880431 us-gaap:CommonStockMember 2023-12-31 0001880431 us-gaap:AdditionalPaidInCapitalMember 2023-12-31 0001880431 us-gaap:RetainedEarningsMember 2023-12-31 0001880431 2023-12-31 0001880431 us-gaap:SeriesAPreferredStockMember us-gaap:PreferredStockMember 2024-01-01 2024-03-31 0001880431 us-gaap:SeriesBPreferredStockMember us-gaap:PreferredStockMember 2024-01-01 2024-03-31 0001880431 us-gaap:CommonStockMember 2024-01-01 2024-03-31 0001880431 us-gaap:AdditionalPaidInCapitalMember 2024-01-01 2024-03-31 0001880431 us-gaap:RetainedEarningsMember 2024-01-01 2024-03-31 0001880431 us-gaap:SeriesAPreferredStockMember us-gaap:PreferredStockMember 2024-03-31 0001880431 us-gaap:SeriesBPreferredStockMember us-gaap:PreferredStockMember 2024-03-31 0001880431 us-gaap:CommonStockMember 2024-03-31 0001880431 us-gaap:AdditionalPaidInCapitalMember 2024-03-31 0001880431 us-gaap:RetainedEarningsMember 2024-03-31 0001880431 2024-03-31 0001880431 vhai:ClickFishMediaMember 2022-08-02 2022-08-02 0001880431 vhai:SeniorSecuredConvertibleNoteMember 2025-03-31 0001880431 us-gaap:FurnitureAndFixturesMember 2025-03-31 0001880431 us-gaap:ComputerEquipmentMember 2025-03-31 0001880431 vhai:ConversionFeatureMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2025-03-31 0001880431 vhai:ConversionFeatureMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2025-03-31 0001880431 vhai:ConversionFeatureMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2025-03-31 0001880431 vhai:ConversionFeatureMember us-gaap:FairValueMeasurementsRecurringMember 2025-03-31 0001880431 vhai:ConversionFeatureMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2024-12-31 0001880431 vhai:ConversionFeatureMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2024-12-31 0001880431 vhai:ConversionFeatureMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2024-12-31 0001880431 vhai:ConversionFeatureMember us-gaap:FairValueMeasurementsRecurringMember 2024-12-31 0001880431 us-gaap:WarrantMember 2025-01-01 2025-03-31 0001880431 us-gaap:WarrantMember 2024-01-01 2024-03-31 0001880431 us-gaap:ConvertibleDebtSecuritiesMember 2025-01-01 2025-03-31 0001880431 us-gaap:ConvertibleDebtSecuritiesMember 2024-01-01 2024-03-31 0001880431 vhai:LiquidatedDamagesPayableMember 2025-01-01 2025-03-31 0001880431 vhai:LiquidatedDamagesPayableMember 2024-01-01 2024-03-31 0001880431 us-gaap:FurnitureAndFixturesMember 2024-12-31 0001880431 us-gaap:ComputerEquipmentMember 2024-12-31 0001880431 us-gaap:NotesPayableOtherPayablesMember 2023-12-31 0001880431 us-gaap:NotesPayableOtherPayablesMember 2024-02-12 0001880431 us-gaap:NotesPayableOtherPayablesMember 2025-01-01 2025-03-31 0001880431 us-gaap:NotesPayableOtherPayablesMember 2024-01-01 2024-03-31 0001880431 us-gaap:NotesPayableOtherPayablesMember 2025-03-31 0001880431 us-gaap:NotesPayableOtherPayablesMember 2024-12-31 0001880431 us-gaap:NotesPayableOtherPayablesMember 2024-02-29 0001880431 us-gaap:NotesPayableOtherPayablesMember 2024-12-16 2024-12-16 0001880431 us-gaap:NotesPayableOtherPayablesMember 2024-12-16 0001880431 vhai:NotesPayableAndConvertibleNotesPayableMember us-gaap:NotesPayableOtherPayablesMember 2025-01-01 2025-03-31 0001880431 2024-09-18 0001880431 2024-09-18 2024-09-18 0001880431 us-gaap:ConvertibleNotesPayableMember 2024-09-18 0001880431 srt:MaximumMember vhai:NotesPayableAndConvertibleNotesPayableMember 2024-09-18 2024-09-18 0001880431 srt:MinimumMember vhai:NotesPayableAndConvertibleNotesPayableMember 2024-09-18 2024-09-18 0001880431 vhai:NotesPayableAndConvertibleNotesPayableMember 2025-01-01 2025-03-31 0001880431 2024-11-13 0001880431 2024-11-13 2024-11-13 0001880431 vhai:NotesPayableAndConvertibleNotesPayableMember 2024-11-13 2024-11-13 0001880431 2024-12-20 0001880431 2024-12-20 2024-12-20 0001880431 us-gaap:ConvertibleNotesPayableMember 2025-01-17 0001880431 2025-01-17 0001880431 2025-01-17 2025-01-17 0001880431 us-gaap:ConvertibleDebtMember 2025-01-01 2025-03-31 0001880431 2025-03-03 0001880431 2025-03-03 2025-03-03 0001880431 srt:MaximumMember vhai:NotesPayableAndConvertibleNotesPayableMember 2025-03-03 2025-03-03 0001880431 srt:MinimumMember vhai:NotesPayableAndConvertibleNotesPayableMember 2025-03-03 2025-03-03 0001880431 2025-03-07 0001880431 2025-03-18 0001880431 2025-03-07 2025-03-07 0001880431 2025-03-18 2025-03-18 0001880431 us-gaap:ConvertibleNotesPayableMember 2025-03-10 0001880431 us-gaap:ConvertibleNotesPayableMember 2025-03-10 2025-03-10 0001880431 us-gaap:ConvertibleNotesPayableMember 2025-03-31 0001880431 us-gaap:ConvertibleNotesPayableMember 2025-01-01 2025-03-31 0001880431 us-gaap:ConvertibleNotesPayableMember 2024-12-31 0001880431 srt:MaximumMember us-gaap:ConvertibleNotesPayableMember 2025-03-31 0001880431 srt:MinimumMember us-gaap:ConvertibleNotesPayableMember 2025-03-31 0001880431 vhai:NotesPayableAndConvertibleNotesPayableMember 2025-03-31 0001880431 vhai:SeptemberTwoThousandTwentyFourIssuancesMember 2025-01-01 2025-03-31 0001880431 vhai:SeptemberTwoThousandTwentyFourIssuancesMember 2025-03-31 0001880431 vhai:SeptemberTwoThousandTwentyFourIssuancesMember 2024-12-31 0001880431 vhai:NovemberTwoThousandTwentyFourIssuanceMember 2025-01-01 2025-03-31 0001880431 vhai:NovemberTwoThousandTwentyFourIssuanceMember 2025-03-31 0001880431 vhai:NovemberTwoThousandTwentyFourIssuanceMember 2024-12-31 0001880431 vhai:DecemberTwoThousandTwentyFourIssuanceMember 2025-01-01 2025-03-31 0001880431 vhai:DecemberTwoThousandTwentyFourIssuanceMember 2025-03-31 0001880431 vhai:DecemberTwoThousandTwentyFourIssuanceMember 2024-12-31 0001880431 vhai:JanuaryTwoThousandTwentyFiveIssuanceMember 2025-01-01 2025-03-31 0001880431 vhai:JanuaryTwoThousandTwentyFiveIssuanceMember 2025-03-31 0001880431 vhai:JanuaryTwoThousandTwentyFiveIssuanceMember 2024-12-31 0001880431 vhai:MarchTwoThousandTwentyFiveIssuanceMember 2025-01-01 2025-03-31 0001880431 vhai:MarchTwoThousandTwentyFiveIssuanceMember 2025-03-31 0001880431 vhai:MarchTwoThousandTwentyFiveIssuanceMember 2024-12-31 0001880431 vhai:MarchTwoThousandTwentyFiveIssuanceOneMember 2025-01-01 2025-03-31 0001880431 vhai:MarchTwoThousandTwentyFiveIssuanceOneMember 2025-03-31 0001880431 vhai:MarchTwoThousandTwentyFiveIssuanceOneMember 2024-12-31 0001880431 vhai:MarchTwoThousandTwentyFiveIssuanceTwoMember 2025-01-01 2025-03-31 0001880431 vhai:MarchTwoThousandTwentyFiveIssuanceTwoMember 2025-03-31 0001880431 vhai:MarchTwoThousandTwentyFiveIssuanceTwoMember 2024-12-31 0001880431 vhai:MarchTwoThousandTwentyFiveIssuanceThreeMember 2025-01-01 2025-03-31 0001880431 vhai:MarchTwoThousandTwentyFiveIssuanceThreeMember 2025-03-31 0001880431 vhai:MarchTwoThousandTwentyFiveIssuanceThreeMember 2024-12-31 0001880431 srt:MinimumMember vhai:MeasurementInputExpectedConversionPriceMember 2025-03-31 0001880431 srt:MaximumMember vhai:MeasurementInputExpectedConversionPriceMember 2025-03-31 0001880431 srt:MinimumMember us-gaap:MeasurementInputExpectedTermMember 2025-03-31 0001880431 srt:MaximumMember us-gaap:MeasurementInputExpectedTermMember 2025-03-31 0001880431 srt:MinimumMember us-gaap:MeasurementInputPriceVolatilityMember 2025-03-31 0001880431 srt:MaximumMember us-gaap:MeasurementInputPriceVolatilityMember 2025-03-31 0001880431 us-gaap:MeasurementInputExpectedDividendRateMember 2025-03-31 0001880431 srt:MinimumMember us-gaap:MeasurementInputRiskFreeInterestRateMember 2025-03-31 0001880431 srt:MaximumMember us-gaap:MeasurementInputRiskFreeInterestRateMember 2025-03-31 0001880431 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2024-12-31 0001880431 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2025-01-01 2025-03-31 0001880431 us-gaap:FairValueInputsLevel3Member 2025-01-01 2025-03-31 0001880431 us-gaap:FairValueInputsLevel3Member 2025-03-31 0001880431 us-gaap:CommonStockMember 2025-02-28 0001880431 us-gaap:PreferredStockMember 2025-03-31 0001880431 us-gaap:SeriesAPreferredStockMember 2025-02-24 2025-02-24 0001880431 us-gaap:SeriesAPreferredStockMember us-gaap:CommonStockMember 2025-03-31 0001880431 us-gaap:SeriesAPreferredStockMember 2025-01-01 2025-03-31 0001880431 us-gaap:SeriesBPreferredStockMember us-gaap:PreferredStockMember 2023-09-27 0001880431 us-gaap:SeriesBPreferredStockMember us-gaap:PreferredStockMember 2024-01-01 2024-01-31 0001880431 us-gaap:SeriesBPreferredStockMember us-gaap:PreferredStockMember 2024-02-01 2024-02-29 0001880431 us-gaap:CommonStockMember us-gaap:IPOMember 2024-02-01 2024-02-29 0001880431 us-gaap:SeriesBPreferredStockMember us-gaap:PreferredStockMember 2025-03-31 0001880431 us-gaap:SeriesBPreferredStockMember us-gaap:PreferredStockMember 2024-12-31 0001880431 vhai:SeriesCConvertiblePreferredStockMember us-gaap:CommonStockMember 2024-08-02 0001880431 vhai:DividendsMember 2025-01-01 2025-03-31 0001880431 vhai:LiquidationMember 2025-01-01 2025-03-31 0001880431 vhai:ConversionRateMember 2025-01-01 2025-03-31 0001880431 vhai:ConversionPriceMember 2025-01-01 2025-03-31 0001880431 vhai:TriggeringRedemptionAmountMember 2025-01-01 2025-03-31 0001880431 us-gaap:PreferredStockMember 2025-01-01 2025-03-31 0001880431 vhai:CompanyOptionalRedemptionPriceMember 2025-01-01 2025-03-31 0001880431 us-gaap:SeriesDPreferredStockMember us-gaap:CommonStockMember 2024-08-02 0001880431 us-gaap:SeriesDPreferredStockMember 2025-01-01 2025-03-31 0001880431 vhai:LiquidationMember us-gaap:SeriesDPreferredStockMember 2025-01-01 2025-03-31 0001880431 vhai:SeriesAWarrantMember 2024-03-31 0001880431 vhai:SeriesBWarrantMember 2024-03-31 0001880431 us-gaap:IPOMember 2024-01-01 2024-03-31 0001880431 srt:ChiefExecutiveOfficerMember us-gaap:CommonStockMember 2024-01-01 2024-03-31 0001880431 srt:ChiefExecutiveOfficerMember 2024-01-01 2024-03-31 0001880431 vhai:ChiefProductOfficerMember us-gaap:CommonStockMember 2024-01-01 2024-03-31 0001880431 vhai:ChiefProductOfficerMember 2024-01-01 2024-03-31 0001880431 srt:ChiefFinancialOfficerMember us-gaap:CommonStockMember 2024-01-01 2024-03-31 0001880431 srt:ChiefFinancialOfficerMember 2024-01-01 2024-03-31 0001880431 us-gaap:ConvertibleDebtMember us-gaap:CommonStockMember 2024-01-01 2024-03-31 0001880431 us-gaap:ConvertibleNotesPayableMember 2024-01-01 2024-03-31 0001880431 us-gaap:WarrantMember 2024-01-01 2024-03-31 0001880431 us-gaap:WarrantMember us-gaap:CommonStockMember 2024-01-01 2024-03-31 0001880431 vhai:SeriesBWarrantsMember us-gaap:CommonStockMember 2025-01-01 2025-03-31 0001880431 vhai:SeriesBWarrantsMember 2025-01-01 2025-03-31 0001880431 vhai:SeriesCWarrantsMember us-gaap:CommonStockMember 2025-01-01 2025-03-31 0001880431 vhai:SeriesCWarrantsMember 2025-01-01 2025-03-31 0001880431 vhai:SeriesAWarrantsMember 2024-12-31 0001880431 vhai:SeriesBWarrantsMember 2024-12-31 0001880431 vhai:SeriesCWarrantsMember 2024-12-31 0001880431 us-gaap:WarrantMember 2024-01-01 2024-12-31 0001880431 us-gaap:RestrictedStockUnitsRSUMember 2025-01-01 2025-03-31 0001880431 us-gaap:RestrictedStockUnitsRSUMember 2024-01-01 2024-03-31 0001880431 us-gaap:WarrantMember 2024-12-31 0001880431 us-gaap:WarrantMember 2024-12-31 2024-12-31 0001880431 us-gaap:WarrantMember 2025-01-01 2025-03-31 0001880431 us-gaap:WarrantMember 2025-03-31 0001880431 us-gaap:RelatedPartyMember 2025-01-01 2025-03-31 0001880431 us-gaap:RelatedPartyMember 2024-01-01 2024-03-31 0001880431 vhai:CapitalManagementLLCMember 2025-01-01 2025-03-31 0001880431 srt:ChiefFinancialOfficerMember vhai:CapitalManagementLLCMember 2024-01-01 2024-03-31 0001880431 srt:ChiefFinancialOfficerMember vhai:CapitalManagementLLCMember 2025-01-01 2025-03-31 0001880431 srt:ChiefFinancialOfficerMember vhai:CapitalManagementLLCMember 2024-01-01 2024-03-31 0001880431 srt:ChiefFinancialOfficerMember vhai:EverAsiaFinancialGroupIncMember 2025-01-01 2025-03-31 0001880431 srt:ChiefFinancialOfficerMember vhai:EverAsiaFinancialGroupIncMember 2024-01-01 2024-03-31 0001880431 srt:MinimumMember srt:ChiefFinancialOfficerMember 2025-01-01 2025-03-31 0001880431 srt:MaximumMember srt:ChiefFinancialOfficerMember 2025-01-01 2025-03-31 0001880431 srt:ChiefExecutiveOfficerMember 2024-01-01 2024-01-31 0001880431 srt:ChiefExecutiveOfficerMember 2024-01-31 0001880431 vhai:ChiefProductOfficerMember 2024-01-01 2024-01-31 0001880431 vhai:ChiefProductOfficerMember 2024-01-31 0001880431 srt:ChiefFinancialOfficerMember 2024-01-01 2024-01-31 0001880431 srt:ChiefFinancialOfficerMember 2024-01-31 0001880431 vhai:CarstensMember us-gaap:SubsequentEventMember 2025-04-01 2025-04-30 0001880431 2024-12-16 0001880431 us-gaap:CommonStockMember 2025-03-06 2025-03-06 0001880431 us-gaap:InvestorMember 2025-03-06 2025-03-06 0001880431 2025-03-20 2025-03-20 0001880431 us-gaap:InvestorMember 2025-03-20 2025-03-20 0001880431 vhai:SeriesCWarrantsMember 2025-03-20 2025-03-20 0001880431 us-gaap:SubsequentEventMember 2025-05-13 0001880431 us-gaap:WarrantMember us-gaap:SubsequentEventMember 2025-05-13 0001880431 us-gaap:WarrantMember us-gaap:SubsequentEventMember 2025-05-13 2025-05-13 0001880431 srt:ScenarioForecastMember 2025-05-31 0001880431 us-gaap:SubsequentEventMember 2025-04-30 0001880431 srt:ScenarioForecastMember us-gaap:RelatedPartyMember us-gaap:CommonStockMember 2025-05-31 0001880431 srt:ScenarioForecastMember 2025-06-30 0001880431 vhai:ConvertibleNoteFourMember 2025-03-31 0001880431 srt:ScenarioForecastMember vhai:SeriesWarrantMember us-gaap:CommonStockMember 2025-04-30 0001880431 vhai:SeriesBWarrantMember 2025-01-01 2025-03-31 0001880431 srt:ScenarioForecastMember us-gaap:CommonStockMember 2025-05-31 0001880431 vhai:ConvertibleNoteThreeMember 2025-03-31 xbrli:shares iso4217:USD iso4217:USD xbrli:shares xbrli:pure

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

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

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

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

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

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

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

The Company received a letter dated August 28, 2023, from an attorney hired on behalf of a former employee of the Company. This former employee offered her resignation, which was accepted on July 12, 2023. This letter contains allegations that the former employee was sexually harassed and terminated wrongfully by the Company. The Company is of the opinion that allegations in this letter lack merit. The Company has reported this matter to its insurance carrier and outside counsel has been engaged. The Company denies liability and intends to continue to vigorously defend any action, although the probability of a favorable or unfavorable outcome is difficult to estimate as of this date. The result or impact of such allegations are uncertain, including whether or not they could result in damages and/or awards of attorneys’ fees or expenses. In December 2023 the former employee’s attorney requested that the parties attend mediation, however a date for said mediation has not been determined. In December 2024, the EEOC dismissed the case.

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

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

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

Item 1A. Risk Factors.

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

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

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

None.

Item 3. Defaults Upon Senior Securities.

None

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Subsequent Events

[*]

Item 6. Exhibits.

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

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

*	Filed herewith.

SIGNATURES

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

	VOCODIA HOLDINGS CORP

Date: September 29, 2025	By:	/s/ Brian Podolak
		Brian Podolak
		Chief Executive Officer
		(Principal Executive Officer, Principal Financial and Accounting Officer)

Filing Compare · Vocodia Holdings Corp