OneMeta (ONEI) 10-12GRegistration of securities

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10

GENERAL FORM FOR REGISTRATION OF SECURITIES

Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934

OneMeta Inc.

(Exact name of registrant as specified in its charter)

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

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

Common Stock, par value $0.001 per share

(Title of class)

(Title of class)

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.

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. ☐

EXPLANATORY NOTE

OneMeta Inc., a Nevada corporation, is filing this registration statement on Form 10 (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to provide current public information to the investment community in anticipation of being required to register under Section 12(g) of the Exchange Act in the future, to comply with applicable requirements thereunder.

In this Registration Statement, except where the context suggests otherwise:

This Registration Statement does not constitute an offer of securities of OneMeta Inc. or any other entity. Once this Registration Statement has been deemed effective, we will be subject to the requirements of Section 13(a) of the Exchange Act, including the rules and regulations promulgated thereunder, which will require us, among other things, to file annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, and we will be required to comply with all other obligations of the Exchange Act applicable to issuers filing registration statements pursuant to Section 12(g) of the Exchange Act.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements in this Registration Statement constitute forward-looking statements because they relate to future events or our future performance or financial condition. The forward-looking statements contained in this Registration Statement may include statements as to:

We caution you that the foregoing list may not contain all of the forward-looking statements made in this Registration Statement. In addition, words such as “anticipate,” “believe,” “expect” and “intend” indicate a forward-looking statement, although not all forward-looking statements include these words. The forward-looking statements contained in this Registration Statement involve risks and uncertainties. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth in “Item 1A. Risk Factors” and elsewhere in this Registration Statement. Other factors that could cause actual results to differ materially include:

Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this Registration Statement should not be regarded as a representation by us that our plans and objectives will be achieved. These forward-looking statements apply only as of the date of this Registration Statement. Moreover, we assume no duty and do not undertake to update the forward-looking statements.

General Development of Business

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

At the time of its initial formation, the Company was a development stage company that offered live promotions and marketing events using custom-built mobile displays.

Today, the Company is developing a stack of cutting-edge artificial intelligence technologies that solve everyday problems with an innovative and pragmatic approach. Using natural language processing sentiment analytics and behavioral prediction to metaverse enhancement, the Company is solving problems that elevate our human condition.

The Company has recently launched two products: Verbum, which is a platform that enables fluent and effective communication among individuals that do not speak a similar language; and Verbum SDK. Verbum SDK is a software development kit that allows developers to create multi-language translation tools for their own use.

There is no guarantee that we will achieve our business objectives. See “Item 1A. Risk Factors” and “Item 7. Certain Relationships and Related Transactions, and Director Independence – Potential Conflicts of Interest” of this Registration Statement for additional details on the risks associated with a purchase of our Shares.

The Company

We were formed as a Nevada corporation on July 3, 2006, under the name Promotions on Wheels Holdings, Inc. Promotions on Wheels Holdings was a development stage company that offered live promotions and marketing events using custom-built mobile displays. This business was discontinued and the Company next developed two mobile apps and changed its name to WebSafety, Inc. WebSafety Inc.’s first app allowed parents to monitor questionable and potentially harmful content or a direct predatory exchange on their child’s mobile device. The second app disabled a mobile device from texting and other distracted driving habits while driving. These apps were discontinued in May of 2023 so the Company could focus on its current product development. Our principal office is located at 450 South 400 East, Suite 200, Bountiful, Utah 84010.

OneMeta’s proprietary artificial intelligence and machine learning architecture allow the spoken and written word to be translated and transcribed in approximately one second across multiple languages. The Company currently has two products: Verbum and Verbum SDK. Verbum is a platform that enables fluent and effective communication among individuals that do not speak a similar language. Verbum SDK is a software development kit that allows developers to create multi-language translation tools for their own use.

The Company’s current products described in detail below have proprietary technology and associated patents. The Company is currently working on patents for future product offerings.

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

Patents

Trademarks

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

Currently, the Company has twenty-four employees and independent contractors. The number of employees will increase through time and natural sales growth.

We intend to operate our business in a manner permitting us to maintain an exclusion from registration under the Investment Company Act of 1940, as amended (the “Investment Company Act”). See “Item 1A. Risk Factors—Risks Related to Our Structure.” We would not be able to operate our business according to our business plans if we are required to register as an investment company under the Investment Company Act.

We intend to operate our business in a manner permitting us to maintain an exclusion from registration under the Investment Company Act of 1940, as amended (the “Investment Company Act”). See “Item 1A. Risk Factors—Risks Related to Our Structure.” We would not be able to operate our business according to our business plans if we are required to register as an investment company under the Investment Company Act.

Our Board of Directors

Rowland W. Day II is a corporate securities lawyer and has practiced law since 1983. Mr. Day has been a director of TechTeam Global, Inc, (NASDAQ symbol: TEAM), RE3W WorldWide, Inc., Restaurants on the Run, HDL Communications, and Bikers Dream. Mr. Day was a General Partner of FarWest Ventures, a venture capital firm from 1990-1994.

Saul I. Leal joined the Company in August 2022. He has 22 years of relevant experience. Mr. Leal holds a degree in Systems Engineering from Military University UNEFA in Venezuela, a Master’s degree in Business from The Marriott School of Business, cum laude, Executive Education in Marketing from the Kellogg School of Management, and Advance Statistics Executive Education from Stanford University.

Reporting Obligations

We will file our annual reports containing audited financial statements, quarterly reports, and such other periodic reports as we determine to be appropriate or as may be required by law. We are filing this Registration Statement with the SEC under the Exchange Act to provide current public information to the investment community in anticipation of being required to register under Section 12(g) of the Exchange Act in the future, to comply with applicable requirements thereunder.

A purchase of the Company’s Shares involves a high degree of risk and is suitable only for sophisticated individuals and institutions for whom a purchase of the Company’s Shares does not represent a complete investment program and who fully understands and are capable of bearing the risks associated with a purchase of the Company’s Shares. There can be no assurance that the business objectives of the Company will be achieved or that a Shareholder will receive a return of its capital. In addition, there will be occasions when the Board will encounter potential conflicts of interest in connection with the Company, as described below under “Item 7. Certain Relationships and Related Transactions, and Director Independence – Potential Conflicts of Interest.” The following discussion enumerates certain risk factors and should be carefully evaluated before making a purchase of the Company’s Shares. This summary does not purport to be a complete discussion of all of the risks and other factors and considerations which relate to or might arise from investing in the Company and/or a purchase of the Company’s Shares.

Risks Related to Liquidity, the Company’s Business and Industry

If we are unable to attract and retain key management, specific personnel and advisors, we may not achieve our business objectives.

Our success depends on the availability and contribution of members of our senior management team. The loss of services of any of these individuals could delay, reduce or prevent our language translation software development and other business objectives. Furthermore, recruiting and retaining qualified personnel to perform language translation software development work will be critical to our success. We may be unable to attract and retain these individuals, and our failure to do so could materially adversely affect our business and financial condition.

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

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

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

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

The Company’s business operations may be materially adversely affected by a pandemic such as the Coronavirus (COVID-19) outbreak.

In December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China, which spread throughout other parts of the world, including the United States. On January 30, 2020, the World Health Organization declared the outbreak of the coronavirus disease (COVID-19) a “Public Health Emergency of International Concern.” On January 31, 2020, U.S. Health and Human Services Secretary Alex M. Azar II declared a public health emergency for the United States to aid the U.S. healthcare community in responding to COVID-19, and on March 11, 2020 the World Health Organization characterized the outbreak as a “pandemic.” COVID-19 resulted in a widespread health crisis that adversely affected the economies and financial markets worldwide. The Company’s business could be materially and adversely affected. The extent to which COVID-19 impacts the Company’s business will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact. If the disruptions posed by COVID-19 or other matters of global concern continue for an extended amount of time, the Company’s operations may be materially adversely affected.

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

We may be unable to develop or commercialize any new products. There can be no assurance that our technologies will be capable of developing and commercializing products at all. New product development involves a lengthy, expensive, and complex process.

We will continue to require additional capital for the foreseeable future. If we are unable to raise additional capital when needed, we may be forced to delay, reduce, or eliminate our product development efforts.

We expect to continue to incur significant operating expenses in connection with our ongoing activities, including conducting product development. Our ongoing future capital requirements will depend on numerous factors, including:

We are increasingly dependent on information technology systems to operate our business and a cyber-attack or other breach of our systems, or those of third parties on whom we may rely, could subject us to liability or interrupt the operating of our business.

We are increasingly dependent on information technology systems to operate our business. A breakdown, invasion, corruption, destruction, or interruption of critical information technology systems by employees, or others with authorized access to our systems or unauthorized persons could negatively impact operations. In the ordinary course of business, we collect, store and transmit confidential information and it is critical that we do so in a secure manner to maintain the confidentiality and integrity of such information. Additionally, we outsource certain elements of our information technology systems to third parties. As a result of this outsourcing, our third-party vendors may or could have access to our confidential information making such systems vulnerable. Data breaches of our information technology systems, or those of our third-party vendors, may pose a risk that sensitive data may be exposed to unauthorized persons or to the public. While we believe that we have taken appropriate security measures to protect our data and information technology systems and have been informed by our third-party vendors that they have as well, there can be no assurance that our efforts will prevent breakdowns or breaches in our systems, or those of our third-party vendors. Any breakdown or breach will materially adversely affect our business and financial condition.

We may rely on technology solution partners for the development and deployment of our artificial intelligence technology.

Our partners may experience technical, financial, operational, or security issues that reduce or eliminate their ability to support the Company. This could prevent the Company from generating revenue and eliminate our ability to operate.

In addition to the risks listed above, businesses are often subject to risks not foreseen or fully appreciated by management. It is not possible to foresee all risks that may affect us. Moreover, the Company cannot predict whether the Company will successfully effectuate and implement the Company’s current business plan.

Risks Related to Intellectual Property Rights

We rely on various intellectual property rights, including trademarks, copyrights, patents and licenses in order to operate our business.

Our intellectual property rights may not be sufficiently broad or otherwise may not provide us a significant competitive advantage. In addition, the steps that we have taken to maintain and protect our intellectual property may not prevent it from being challenged, invalidated, circumvented or designed-around, particularly in countries where intellectual property rights are not highly developed or protected. In some circumstances, enforcement may not be available to us because an infringer has a dominant intellectual property position or for other business reasons, or countries may require compulsory licensing of our intellectual property. Our failure to obtain or maintain intellectual property rights that convey competitive advantage, adequately protect our intellectual property or detect or prevent circumvention or unauthorized use of such property, could adversely impact our competitive position and results of operations. We also rely on nondisclosure and noncompetition agreements with employees, consultants, and other parties to protect, trade secrets and other proprietary rights. There can be no assurance that these agreements will adequately protect our trade secrets and other proprietary rights and will not be breached. There can be no assurance that we will have adequate remedies for any breach or that others will not independently develop substantially equivalent or better proprietary information or that third parties will not gain access to our trade secrets or other proprietary rights.

As we expand our business, protecting our intellectual property will become increasingly important. The protective steps we have taken may be inadequate to deter our competitors from using our proprietary information. In order to protect or enforce our patent rights, we may be required to initiate litigation against third parties, such as infringement lawsuits. Also, these third parties may assert claims against us with or without provocation. These lawsuits could be expensive, take significant time and could divert management’s attention from other business concerns. The law relating to the scope and validity of claims in the technology field in which we operate is still evolving and, consequently, intellectual property positions in our industry are generally uncertain. We cannot assure you that we will prevail in any of these potential suits or that the damages or other remedies awarded, if any, would be commercially valuable.

The Company could be negatively impacted if found to have infringed on intellectual property rights.

Technology companies, including many of the Company’s competitors, frequently being litigation based on allegations of patent infringement or other violations of intellectual property rights. In addition, patent holding companies seek to monetize patents they have purchased or otherwise obtained. As the Company grows, the intellectual property rights claims against it will likely increase. The Company intends to vigorously defend infringement actions in court and before the U.S. International Trade Commission. The plaintiffs in these actions frequently seek injunctions and substantial damages. Regardless of the scope or validity of such patents or other intellectual property rights, or the merits of any claims by potential or actual litigants, which may cause the Company to engage in protracted litigation. If the Company is found to infringe one or more patents or other intellectual property rights, regardless of whether it can develop non-infringing technology, it may be required to pay substantial damages or royalties to a third-party, or it may be subject to a temporary or permanent injunction prohibiting the Company from marketing or selling certain products. In certain cases, the Company may consider the desirability of entering into licensing agreements, although no assurance can be given that such licenses can be obtained on acceptable terms or that litigation will not occur. These licenses may also significantly increase the Company’s operating expenses. Regardless of the merit of any claims, litigation may be expensive, time-consuming, disruptive to the Company’s operations and distracting to management. In recognition of these considerations, the Company may enter into arrangements to settle litigation. If one or more legal matters were resolved against the Company’s consolidated financial statements, the financial reporting period could be materially adversely affected. Further, such an outcome could result in significant compensatory, punitive, or trebled monetary damages, disgorgement of revenue or profits, remedial corporate measures or injunctive relief against the Company that could adversely affect its financial condition and results of operations.

We rely heavily on our technology and intellectual property, but we may be unable to adequately or cost-effectively protect or enforce our intellectual property rights, thereby weakening our competitive position and increasing operating costs.

To protect our rights in our services and technology, we rely on a combination of copyright and trademark laws, patents, trade secrets, confidentiality agreements and protective contractual provisions. We also rely on laws pertaining to trademarks and domain names to protect the value of our corporate brands and reputation. Despite our efforts to protect our proprietary rights, unauthorized parties may copy aspects of our services or technology, obtain and use information, marks, or technology that we regard as proprietary, or otherwise violate or infringe our intellectual property rights. In addition, it is possible that others could independently develop substantially equivalent intellectual property. If we do not effectively protect our intellectual property, or if others independently develop substantially equivalent intellectual property, our competitive position could be weakened.

Effectively policing the unauthorized use of our services and technology is time-consuming and costly, and the steps taken by us may not prevent misappropriation of our technology or other proprietary assets. The efforts we have taken to protect our proprietary rights may not be sufficient or effective, and unauthorized parties may copy aspects of our services, use similar marks or domain names, or obtain and use information, marks, or technology that we regard as proprietary. We may have to litigate to enforce our intellectual property rights, to protect our trade secrets, or to determine the validity and scope of others’ proprietary rights, which are sometimes not clear or may change. Litigation can be time consuming and expensive, and the outcome can be difficult to predict.

We rely on agreements with third parties to provide certain services, goods, technology, and intellectual property rights necessary to enable us to implement some of our applications.

Our ability to implement and provide our applications and services to our clients depends, in part, on services, goods, technology, and intellectual property rights owned or controlled by third parties. These third parties may become unable to or refuse to continue to provide these services, goods, technology, or intellectual property rights on commercially reasonable terms consistent with our business practices, or otherwise discontinue a service important for us to continue to operate our applications. If we fail to replace these services, goods, technologies, or intellectual property rights in a timely manner or on commercially reasonable terms, our operating results and financial condition could be harmed. In addition, we exercise limited control over our third-party vendors, which increases our vulnerability to problems with technology and services those vendors provide. If the services, technology, or intellectual property of third parties were to fail to perform as expected, it could subject us to potential liability, adversely affect our renewal rates, and have an adverse effect on our financial condition and results of operations.

If any third-party owners of intellectual property that we may license in the future do not properly maintain or enforce the patents underlying such licenses, our competitive position and business prospects will be harmed.

We may enter into licenses for third-party intellectual property in the future. Our success will depend in part on the ability of our licensors to obtain, maintain and enforce patent protection for their intellectual property to which we have secured exclusive rights.

If applicable, our licensors may not successfully prosecute the patent applications to which we are licensed. Even if patents issue in respect of any such patent applications, our licensors may fail to maintain the patents, may determine not to pursue litigation against other companies that are infringing the patents, or may pursue such litigation less aggressively than we would. In addition, our licensors may terminate their agreements with us in the event we breach the applicable license agreement and fail to cure the breach within a specified period of time. Without protection for the intellectual property we license, other companies might be able to offer substantially identical products for sale, which could materially adversely affect our competitive business position, business prospects and financial condition.

Because development of our products may incorporate intellectual property of third parties, we may depend on continued access to such intellectual property to conduct and complete our product development. We expect that future licenses would impose, numerous obligations on us. We may be required to reimburse patent costs incurred by the licensor, or we may be obligated to pay additional royalties, at specified rates, based on net sales of programs that incorporate the licensed intellectual property rights. We may also be obligated under some of these agreements to pay a percentage of any future sublicensing revenues that we may receive. Future license agreements may also include payment obligations such as milestone payments or minimum expenditures for research and development. We expect that any future licenses would contain reporting, insurance and indemnification requirements. We are actively reviewing and preparing additional patent applications to expand our patent portfolio, but there can be no assurances that patents related to our existing patent applications or any applications we may file in the future will be issued or that any issued patents will provide meaningful protection for our products, which could materially adversely affect our competitive business position, business prospects and financial condition.

Confidentiality agreements with employees and others may not adequately prevent disclosure of trade secrets and other proprietary information and may not adequately protect our intellectual property.

We rely on trade secrets to protect our technology, especially where we do not believe patent protection is appropriate or obtainable. However, trade secrets are difficult to protect. To protect our proprietary technology and processes, we also rely in part on confidentiality and intellectual property assignment agreements with our employees, consultants, and other advisors. These agreements may not effectively prevent disclosure of confidential information nor result in the effective assignment to us of intellectual property and may not provide an adequate remedy in the event of unauthorized disclosure of confidential information or other breaches of the agreements. In addition, others may independently discover our trade secrets and proprietary information, and in such case, we could not assert any trade secret rights against such party. Enforcing a claim that a party illegally obtained and is using our trade secrets is difficult, expensive, and time-consuming, and the outcome is unpredictable. In addition, courts outside the U.S. may be less willing to protect trade secrets. Costly and time-consuming litigation could be necessary to seek to enforce and determine the scope of our proprietary rights, and failure to obtain or maintain trade secret protection could materially adversely affect our business and financial condition.

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

Overview

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

Basis of Presentation

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

Results of Operations

Revenues

The Company had revenue of $4,265 and $1,295 for the years ended December 31, 2021, and December 31, 2022, respectively.

The Company has generated revenue and intents to generate revenue through the following sources:

Expenses

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

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

Net Loss

The Company had a net loss of $910,632 for the year ended December 31, 2021, and a net loss of $1,343,572 for the year ended December 31, 2022.

Liquidity and Capital Resources

As of December 31, 2022, we had $400,703 of cash, liabilities of $1,042,308, and an accumulated deficit of $27,761,733.

As of December 31, 2021, we had $7,347 of cash, liabilities of $739,616, and an accumulated deficit of $26,418,161.

Since April of 2021, the Company has primarily relied on the sale of common stock to finance its operations. Prior to April of 2021, Mr. Day was the major source of capital by loaning the needed capital for the Company’s operations.

The primary source of cash since April of 2021 has been the sale of common stock. The uses have been for working capital in order to develop and market the Company’s applications in 2021 until September of 2022. After September of 2022 the primary use has been the development of the Company’s artificial intelligence software.

The Company anticipates that it will need approximately $1,800,000 over the next 12 months to continue the development and marketing of its products. The Company will continue to sell its common stock to pay for its products research and development, marketing, operations, and general and administrative expenses. There is no guarantee that the Company will be able to continue to sell its common stock to finance its operations.

The Company is not able to ascertain its cash needs for longer than 12 months. If the Company is not able to develop and market its products within the next 12 months, it is highly unlikely that the Company will be able to sell any common stock in order to finance its operations.

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

Related Parties

See “Item 7. Certain Relationships and Related Transactions, and Director Independence” for a description of certain transactions and relationships with related parties.

The Company leases office space in a shared environment in Bountiful, Utah. The lease amount is approximately $1,000 per month.

The following table sets forth, as of June 21, 2023, the number of shares of common stock and preferred stock owned of record and beneficially by our executive officers, directors, and persons who beneficially own more than 5% of the outstanding shares of our common stock.

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

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

The Company’s Board has overall responsibility for the management and supervision of the business operations of the Company. To the extent permitted by applicable law, the Board may delegate any of its rights, power and authority to, among others, the officers of the Company and any committee of the Board. Our Board consists of two members, neither of whom are independent directors, as such term is defined in Section 303A.02 of the New York Stock Exchange Listed Company Manual.

There are no familial relationships among any of our officers or directors. Except as indicated below, neither of our directors is a director in any other reporting companies. None of our officers or directors has been affiliated with any company that has filed for bankruptcy within the last ten years. We are not aware of any proceedings to which any of our officers or directors, or any associate of any such officer or director is a party adverse to us or has a material interest adverse to us. Unless otherwise indicated, there are no arrangements or understandings between any officer and any other person pursuant to which such person was selected as an officer.

Board of Directors and Executive Officers

Information regarding the Board and executive officers are set for the below. Each director will hold office until his or her death, resignation, removal or disqualification. The address for each of our directors is 3401 Hwy 89, Bountiful, Utah 84010. Each officer holds office at the pleasure of the Board until his or her successor is duly appointed and qualified.

Biographical Information

Rowland W. Day, II is our President, CFO, Secretary, and our Chairman of the Board. For the prior five (5) years, Mr. Day served as President and CEO of the Company. Mr. Day is a corporate securities lawyer and has practiced law since 1983. Mr. Day has been a director of TechTeam Global, Inc, (NASDAQ symbol: TEAM), RE3W WorldWide, Inc., Restaurants on the Run, HDL Communications, and Bikers Dream. Mr. Day was a General Partner of FarWest Ventures, a venture capital firm from 1990-1994.

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

Leadership Structure and Oversight Responsibilities

The Board has overall responsibility for the management and supervision of the business operations of the Company. To the extent permitted by applicable law, the Board may delegate any of its rights, powers, and authority to, among others, the officers of the Company and any committee of the Board. Our Board consists of two members, neither of whom are Independent Directors.

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

During the years ended December 31, 2022, and 2021, the Company recognized $260,000 and $240,0000 of salary expense. As of December 31, 2022, and 2021, the Company accrued $387,000 and $180,000 of salary expense, with accrued interest of $19,426 and $3,818, respectively.

The Company does not compensate directors through bonuses, stock awards, option awards, nonequity incentive plans, nonqualified deferred compensation earnings, or other compensation.

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

Accrued Salary and Interest

The Company previously accrued $20,000 per month for Rowland Day’s salary which accrued interest at 5% per annum on the accrued salary. On March 25, 2021, Mr. Day agreed to forego and cancel the Company’s obligation to pay his accrued salary of $1,553,000 and accrued interest of $301,053, which was recorded to additional paid in capital. Mr. Day resigned as Chief Executive Officer of the Company effective August 1, 2022, and remains as the Chairman of the Board, President, Chief Financial Officer, and Secretary of the Company.

On August 1, 2022, the Company appointed Saul Leal as the new CEO. On September 1, 2022, the Company agreed to compensate Mr. Leal and Mr. Day at a rate of $15,000 per month for their services.

Expenses Paid on the Company’s Behalf

During the year ended December 31, 2022, Mr. Day paid $113,439 of expenses on the Company’s behalf and was repaid $103,030. During the year ended December 31, 2021, Mr. Day paid $53,816 of expenses on the Company’s behalf and was repaid $50,415. As of December 31, 2022, and 2021, the Company owed Mr. Day $13,809 and $3,401 for expenses paid on the Company’s behalf, respectively.

Convertible Note – Founder Note

On January 1, 2021, the Company entered into a convertible promissory note (the “Note”) with Rowland Day for $221,990. The Note accrues interest at a rate of 5% per annum and matures on demand by the holder of the Note. The Note provides for a $0.04 per share conversion rate. At the end of each calendar quarter the convertible promissory note is adjusted based upon any additional funds provided by Mr. Day.

From the period of approximately January 1, 2014, through December 31, 2020, Mr. Day had loaned the Company $1,299,030. Interest on this loan was approximately $245,398. On March 25, 2021, Mr. Day agreed to convert $1,077,040 of principal and $245,398 of accrued interest due under the Note into 1,475,000 shares of the Company’s Series B-1 convertible preferred stock. The Series B-1 convertible preferred stock was valued at the redemption value of $0.70798 per share with a fair market value of $1,044,271. The remaining unpaid principal balance and accrued interest totaling $221,990 that was owed to Mr. Day became a new demand promissory note with a 5% annual interest rate that began to accrue interest on January 1, 2021. As a result of the above transaction, the Company recorded a gain of $130,412 to additional paid in capital due to the related party nature of the transaction. The new demand promissory note is convertible into common stock at the rate of $0.04 per share. During the years ended December 31, 2022, and 2021, this Company recorded imputed interest expense of $6,660. As of December 31, 2022, and 2021, the convertible note payable, related party principal balance was $221,990, with accrued interest of $22,198 and $11,099, respectively.

Convertible Note Sold to Related Party

On February 23, 2021, a convertible noteholder sold a $100,000 promissory note to various buyers which are family members of Rowland Day. On the same day, the convertible noteholders agreed to convert the convertible note at a conversion price of $0.20 per share, which represents a debt modification due to the change in conversion feature from an exercise price $0.50 to $0.20. The Company evaluated the conversion option and concluded a beneficial conversion feature and embedded derivative were not present at issuance since the fair value of stock at the time of issuance matched the exercise price of $0.20. On March 15, 2021, the Company issued 500,000 shares of common stock with a fair value of $375,000 to convert $100,000 of principal. The Company recognized a loss on conversion of debt of $275,000 related to this transaction. As of December 31, 2022, and 2021, the convertible notes, related parties balance was $0.

Except as disclosed herein, No director, executive officer, shareholder holding at least 5% of shares of our common stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction since March 1, 2023, in which the amount involved in the transaction exceeds the lesser of $120,000 or one percent of the average of our total assets at the year-end for the last two completed fiscal years.

Review, Approval or Ratification of Transactions with Related Persons

The Board conducts an appropriate review of and oversees all related party transactions on a continuing basis and reviews potential conflicts of interest situations where appropriate. The Board has adopted formal standards to apply when it reviews, approves or ratifies any related party transaction. In addition, the Board applies the following standards to such reviews: (i) all related party transactions must be fair and reasonable and on terms comparable to those reasonably expected to be agreed to with independent third parties for the same goods and/or services at the time they are authorized by the Board and (ii) all related party transactions should be authorized, approved or ratified by the affirmative vote of a majority of the directors who have no interest, either directly or indirectly, in any such related party transaction.

Director Independence

We have determined that neither of our directors is independent.

There are not any material pending legal proceedings to which the Registrant is a party or as to which any of its property is subject, and no such proceedings are known to the Registrant to be threatened or contemplated against it.

Market Information

There is no established public trading market in our common stock, and a regular trading market may not develop, or if developed, may not be sustained. Our securities are currently quoted on the OTC Markets Pink under the symbol “ONEI”. The following reflects inter-dealer prices, without mark-up, mark-down or commission and may not necessarily represent actual transactions as published by OTC Markets Pink.

Securities authorized for sale under Rule 144 of the Securities Act or that the Company has agreed to register under the Securities Act in the future; or Securities that are being, or is proposed to be, publicly offered by the company, the offering of which could have a material effect on the market price of its common equity

None.

Holders

As of December 31, 2022, there were 24,983,593 shares of Common Stock outstanding held by 225 record holders.

As of December 31, 2022, there were 2,068 shares of Series A Preferred Stock outstanding held by 9 record holders.

As of December 31, 2022, there were 5,673,346 shares of Series B-1 Preferred Stock outstanding held by 2 record holders.

Dividends

We have never paid cash dividends of any of our capital stock and currently intend to retain our future earnings, if any, to fund the development and growth of our business. We do not expect to pay any dividends on any of our capital stock in the foreseeable future.

Securities Authorized for Issuance under Equity Compensation Plans

None.

Not applicable.

Under our Bylaws, the Company shall, to the maximum extent and in the manner permitted by law, indemnify each of its directors against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding, arising by reason of the fact that such person is or was a director of the Company. The Company may, to the extent and in the manner permitted by law, indemnify each of its employees, officers, and agents (other than directors) against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding, arising by reason of the fact that such person is or was an employee, officer, or agent of the Company. The Company may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Company against any liability asserted against or incurred by such person in such capacity or arising out of that person’s status as such, whether or not the Company would have the power to indemnify that person against liability under the other provisions of the Bylaws.

Further pursuant to the Bylaws, the Board may enter into a contract with any director, officer, employee or agent of the Company, or any person who is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including employee benefit plans, or any person who was a director, officer, employee or agent of a corporation which was a predecessor corporation of the Company or of another enterprise at the request of such predecessor corporation, providing for indemnification rights equivalent to or, if the Board so determines and to the extent permitted by applicable law, greater than, those provided for in Article VII of the Bylaws.

Without limiting the application of the foregoing, the Board may adopt bylaws from time to time with respect to indemnification, to provide at all times the fullest indemnification permitted by the laws of the State of Nevada, and may cause us to purchase and maintain insurance on behalf of any person who is or was our director or officer, or is or was serving at our request as a director or officer of another corporation, or as its representative in a partnership, joint venture, trust, or other enterprise against any liability asserted against such person and incurred in any such capacity or arising out of such status, whether or not we would have the power to indemnify such person. The indemnification provided shall continue as to a person who has ceased to be a director, officer, employee, or agent, and shall inure to the benefit of the heirs, executors, and administrators of such person.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

We have not entered into any agreements with our directors and executive officers that require us to indemnify these persons against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred (including expenses of a derivative action) in connection with any proceeding, whether actual or threatened, to which any such person may be made a party by reason of the fact that the person is or was our director or officer or any of our affiliated enterprises.

The information required by this item may be found beginning on page F-1 of this Form 10.

There are not and have not been disagreements between the Company and its accountant on any matter of accounting principles, practices, audit procedures, the Company’s internal control over financial reporting, the reliability of previously issued audit reports or financial statements, or financial statement disclosure. Neither are there, nor have there been, any changes in the Company’s auditors during the two most recent fiscal years or any subsequent interim period.

The following financial statements are filed as part of this Registration Statement:

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registra- tion statement to be signed on its behalf by the undersigned, thereunto duly authorized.

*Print name and title of the signing officer under his signature.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Shareholders of OneMeta AI

Opinion on the Financial Statements

We have audited the accompanying balance sheets of OneMeta AI. (the Company) as of December 31, 2022 and 2021, and the related statements of operations, change in stockholders’ equity (deficit), and cash flows for each of the years in the two-year period ended December 31, 2022, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has negative cash flow from operations and a net loss, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

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

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

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

Critical Audit Matters

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

providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

Series B-1 Preferred Shares Classification

As discussed in Note 2 and 7 to the financial statements, the Company issued Series B-1 Preferred Stock as a component of the consideration paid in multiple transactions during the years ended with features requiring significant accounting judgment.

Auditing management’s evaluation of these transactions can be complex due to the unusual nature of these transactions

To evaluate the appropriateness of the instrument’s classification, we examined and evaluated the agreement along with management’s evaluation of the key terms and management’s disclosure of the transactions.

/s/ M&K CPAS, PLLC

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

Houston, TX

June 30, 2023

OneMeta AI

Balance Sheets

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

OneMeta AI

Statements of Operations

For the years ended December 31, 2022 and 2021

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

OneMeta AI, Inc.

Statements of Changes in Stockholders’ Deficit

For the years ended December 31, 2022 and 2021

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

OneMeta AI, Inc.

Statements of Cash Flows

For the years ended December 31, 2022 and 2021

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

OneMeta AI

Notes to the Financial Statements

Note 1. Basis of Presentation

The accompanying audited financial statements of OneMeta AI (“we”, “our”, “OneMeta” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”).

OneMeta AI was originally incorporated as Promotions on Wheels Holdings, Inc.in July 2006 and was a development stage company that offered live promotions and marketing events using custom-built mobile displays. Presently we are focused on primarily marketing our cutting-edge artificial intelligence technologies that solve everyday problems.

Note 2. Summary of Significant Accounting Policies

The financial statements have, in management’s opinion, been properly prepared within the framework of the significant accounting policies summarized below:

Basis of Presentation

The basis of accounting applied is United States generally accepted accounting principles (“US GAAP”).

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original purchase maturity of three months or less to be cash equivalents. As of December 31, 2022 and 2021, there were no cash equivalents.

Use of Estimates

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

Related Parties

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

Fair Value of Financial Instruments

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

Mezzanine equity

Where ordinary or preferred shares are determined to be conditionally redeemable upon the occurrence of certain events that are not solely within the control of the issuer, and upon such event, the shares would become redeemable at the option of the holders, they are classified as ‘mezzanine equity’ (temporary equity). The purpose of this classification is to convey that such a security may not be permanently part of equity and could result in a demand for cash, securities or other assets of the entity in the future.

Basic and Diluted Loss Per Share

Basic loss per common share is computed by dividing net loss available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted loss per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. Accordingly, the number of weighted average shares outstanding, as well as the amount of net loss per share are presented for basic and diluted per share calculations for the year ended December 31, 2022 and 2021, reflected in the accompanying statement of operations. During the year ended December 31, 2022 and 2021, 5,549,750 of shares issuable upon the conversion of convertible notes were considered for their dilutive effects but were determined to be anti-dilutive due to the Company’s net loss.

Revenue Recognition

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

Stock-based Compensation

The Company determines the fair value of stock option awards granted to employees and nonemployees in accordance with FASB ASC Topic 718 – 10. 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.

Recent Accounting Pronouncements

In August 2020, the FASB issued ASU 2020-06—Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and edging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”) to simplify the accounting for convertible instruments by removing certain separation models in Subtopic 470- 20, Debt with Conversion and Other Options, for convertible instruments. Under the amendments in ASU 2020-06, the embedded conversion features no longer are separated from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in capital. Consequently, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost and a convertible preferred stock will be accounted for as a single equity instrument measured at its historical cost, as long as no other features require bifurcation and recognition as derivatives. By removing those separation models, the interest rate of convertible debt instruments typically will be closer to the coupon interest rate when applying the guidance in Topic 835, Interest. The amendments in ASU 2020-06 provide financial statement users with a simpler and more consistent starting point to perform analyses across entities. The amendments also improve the operability of the guidance and reduce, to a large extent, the complexities in the accounting for convertible instruments and the difficulties with the interpretation and application of the relevant guidance. Additionally, for convertible debt instruments with substantial premiums accounted for as paid-in capital, amendments in ASU 2020-06 added disclosures about (1) the fair value amount and the level of fair value hierarchy of the entire instrument for public business entities and (2) the premium amount recorded as paid-in capital. The amendments in ASU 2020-06 are effective for public business entities, excluding entities eligible to be smaller reporting companies, as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Entities should adopt the guidance as of the beginning of its annual fiscal year and are allowed to adopt the guidance through either a modified retrospective method of transition or a fully retrospective method of transition. In applying the modified retrospective method, entities should apply the guidance to transactions outstanding as of the beginning of the fiscal year in which the amendments are adopted. Transactions that were settled (or expired) during prior reporting periods are unaffected. The cumulative effect of the change should be recognized as an adjustment to the opening balance of retained earnings at the date of adoption. If an entity elects the fully retrospective method of transition, the cumulative effect of the change should be recognized as an adjustment to the opening balance of retained earnings in the first comparative period presented. The Company early adopted ASU 2020-06 on January 1, 2022. The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements.

The Company does not believe that any recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying financial statements.

Note 3. Going Concern

These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At December 31, 2022, the Company had not yet achieved profitable operations and expects to incur further losses in the development of its business, all of which raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has no formal plan in place to address this concern but considers that the Company will be able to obtain additional funds by equity financing and/or related party advances, however, there is no assurance of additional funding being available.

Note 4. Asset Acquisition

On June 30, 2022 the Company entered into an acquisition agreement with Metalanguage Corp. Per the acquisition agreement, the Company acquired all the shares of Metalanguage Corp which included 49% ownership of artificial intelligence software. Per the acquisition agreement, the purchase price is comprised of 1,363,636 shares of Series B-1 convertible preferred shares and the right to receive contingent consideration in the form of equity. The contingent consideration for the acquisition is comprised of 1,363,637 shares of Series B-1 convertible preferred stock, which shall be held in escrow and will be issued upon the Company achieving sales of $5 million within 12 consecutive months prior to December 31, 2027. The day one contingent liability is $0 since the probability of achieving $5 million in sales within twelve consecutive months is low but will be re-evaluated in future periods. In addition, the Company paid Axia International $210,000 in cash for the remaining 51% of the artificial intelligence software.

The total purchase price for the acquisition was determined to be $1,175,427 which consisted of $210,000 cash paid and 1,363,636 shares of Series B-1 convertible preferred stock valued at the redemption value of $0.70798 per share with a fair value of $965,427. The Company concluded the purchase of a single set of assets qualified as an asset acquisition and all such acquisition costs have been capitalized as software on the balance sheet. The Company estimated the useful life of the software acquired and purchased to be 3 years. During the year ended December 31, 2022, the Company recorded $97,952 of amortization expense related to the software. As of December 31, 2022, the software, net balance was $1,077,475.

Note 5. Related Party Transactions

Accrued salary and interest

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

During the year ended December 31, 2022 and 2021, the Company recognized $260,000 and $240,000 of salary expense. As of December 31, 2022 and 2021, the Company accrued $387,000 and $180,000 of compensation, with accrued interest of $19,426 and $3,818, respectively.

Expense paid on the Company’s behalf

During the year ended December 31, 2022, Mr. Day paid $113,439 of expenses on the Company’s behalf and was repaid $103,030. During the year ended December 31, 2021, Mr. Day paid $53,816 of expenses on the Company’s behalf and was repaid $50,415. As of December 31, 2022 and 2021, the Company owed the CEO $13,809 and $3,401 for expenses paid on the Company’s behalf, respectively.

Convertible note – Founder note

Rowland Day, the Company’s prior CEO agreed to provide the necessary working capital for the Company’s business. At the end of each calendar quarter the convertible promissory note is adjusted based upon the funds provided. The convertible promissory note bears interest at 5% and is convertible at $0.04 per share. On March 25, 2021, Mr. Day agreed to convert $1,077,040 of convertible note and $245,398 of accrued interest due into 1,475,000 shares of the Corporation’s Series B-1 convertible preferred stock. The Series B-1 convertible preferred stock was valued at the redemption value of $0.70798 per share with a fair value of $1,044,271. The remaining unpaid principal loan balance and accrued interest totaling $221,990 that is owed to Mr. Day became a new demand promissory note with a 5% annual interest rate that begins to accrue interest on January 1, 2021. As a result of the above settlement, the Company recorded a gain of $130,412 to additional paid in capital due to the related party nature of the transaction. The new demand promissory note is convertible into Series B-1 preferred stock at the rate of $0.10 per share. During the years ended December 31, 2022 and 2021, the Company recorded imputed interest expense of $6,660. As of December 31, 2022 and 2021, the convertible note payable, related party principal balance was $221,990, with accrued interest of $22,198 and $11,099, respectively.

Convertible note sold to related party

On February 23, 2021, a convertible noteholder sold a $100,000 promissory note to various buyers which are family members of Mr. Day. On the same day, the convertible noteholders agreed to convert the convertible note at a conversion price of $0.20 per share, which represents a debt modification due to the change in conversion feature from an exercise price $0.50 to $0.20. The Company evaluated the conversion option and concluded a beneficial conversion feature and embedded derivative were not present at issuance since the fair value of stock at the time of issuance matched the exercise price of $0.20. On March 15, 2021, the Company issued 500,000 shares of common stock with a fair value of $375,000 to convert $100,000 of principal. The Company recognized a loss on conversion of debt of $275,000 related to this transaction. As of December 31, 2022 and 2021, the convertible notes, related parties balance was $0.

Note 6. Convertible Notes

From July through September 2018, the Company issued nine convertible notes in the principal amount of $315,000. The convertible notes are unsecured, bear interest at 5% per year and are due and payable six months from issuance. At the option of the convertible noteholders, the notes can be converted into shares of the Company’s common stock. The number of shares of common stock to be issued upon conversion of the convertible note shall be determined by dividing the amount of the convertible note and accrued interest by either $0.50 per share or the per share price of the stock that was sold in the Capital Raise, whichever price is the lowest. From the date of issuance through conversion a “Capital Raise” was never completed as that term was defined in the agreements, so the conversion price remained at $0.50. The Company evaluated the conversion option and concluded a beneficial conversion feature and embedded derivative were not present at issuance since the fair value of stock at the time of issuance matched the exercise price of $0.50. On February 23, 2021, a convertible noteholder sold $26,000 of accrued interest due on their convertible note to two new convertible noteholders. During February 2021, the convertible noteholders agreed to convert $215,000 of convertible note principal and $69,153 of accrued interest at a conversion price of $0.20 per share, which represents a debt modification due to the change in conversion feature from an exercise price $0.50 to $0.20. On March 15, 2021, the Company issued 1,420,765 shares of common stock with a fair value of $523,483 to convert $215,000 of principal and $69,153 of accrued interest. The Company recognized a loss on conversion of debt of $239,330 related to this transaction. As of December 31, 2022 and 2021, the convertible notes balance was $0.

Note 7. Equity

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

Common Stock

2022

On March 1, 2017, the Company entered into a consulting agreement. As consideration for its services under the Agreement, the Company agreed to pay to the consultant 847,431 restricted shares of the Company’s common stock and vest over five years. The shares were valued at $0.50 per share based on estimated fair value using the cash selling price at the time of issuance and will be recognized over the service period. During the year ended December 31, 2021, the Company recorded expense of $84,743 related to this agreement. During the year ended December 31, 2022, the Company issued 847,431 shares related to this agreement and recognized $14,124 of expense for services provided during the year ended December 31, 2022. Additionally, and unrelated to the terms of the consulting agreement, the Company issued the consultant 500,000 bonus shares in 2022. The shares were valued at $0.40 per share based on estimated fair value using the cash selling price at the time of issuance and vested at issuance.

During the year ended December 31, 2022, the Company issued 3,563,753 shares of common for cash and collected $1,325,501.

2021

During the year ended December 31, 2021, the Company sold 4,337,729 shares of common stock and collected $190,003. Of the 4,337,729 shares issued, 3,864,392 shares were related to common stock payable for cash received in 2020. As of December 31, 2021, the common stock payable balance was $0.

During the year ended December 31, 2021, the Company issued 316,034 shares of common stock with a fair value of $63,207 to settle accounts payable of $316,093, which result in a gain on settlement of accounts payable of $252,886.

During the year ended December 31, 2021, the Company issued 470,000 shares related to services provided in 2020 and settled the prior year accrual of $94,000 for 2020 services.

Preferred Stock

Series A Convertible Preferred Stock

In April 2008, our board of directors designated 5,000,000 shares of our preferred stock as Series A Convertible Preferred Stock (“Series A”) with a par value of $0.001. Series A has liquidation and dividend preferences. Each share of Series A has voting rights equal to the amount of shares of common stock the Series A is convertible to and is convertible on a 1 to 1.25 common share basis. As of December 31, 2022 and 2021, there are 2,068 shares of Series A-1 issued and outstanding.

Series B-1 Convertible Preferred Stock

In October 2015, our board of directors designated 3,107,438 shares of our preferred stock as Series B-1 Convertible Preferred Stock (“Series B-1”) with the redemption value of $0.70798 per share. Series B -1 has liquidation and dividend preferences. Each share of Series B-1 has voting rights 3.2x (times) that of the number of votes that is equal to the number of common stock the series of preferred shares are convertible into. Each share is convertible on a 1 to 11 common share basis. Series B-1 preferred shares also include covenants requiring 51% of the outstanding votes of the series of stock to amend or repeal any incorporation documents that would alter the rights or preferences of Series B-1, alter the authorized number of shares of the series, create or issue any classes of preferred stock senior to the Series B-1, amend the company’s bylaws, or enter into a transaction that would result in a change in control. Series B-1 is included in mezzanine equity on the balance sheet, because it is convertible at the redemption value into a variable number of shares. As of December 31, 2022 and 2021, there are 5,673,346 and 4,309,710 shares of Series B-1 issued and outstanding, respectively.

Series B-2 Convertible Preferred Stock

In October 2015, our board of directors designated 3,107,438 shares of our preferred stock as Series B-2 Convertible Preferred Stock (“Series B-2”) with a par value of $0.001. Series B -2 have no liquidation or dividend preferences. Each share of Series B-2 has voting rights equal to the amount of shares of common stock the Series A is convertible to and is convertible on a 1 to 1 common share basis and shall automatically be converted into common shares up the Public Offering Closing. As of December 31, 2022 and 2021, there are no shares of Series B-2 issued and outstanding.

Stock Warrants

The following table summarizes the stock warrant activity for the years ended December 31, 2022 and 2021:

As of December 31, 2022 and 2021 the outstanding and exercisable warrants have a weighted average remaining term of 0.63 and 1.63 years with no intrinsic value, respectively.

Note 8. Income Tax

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

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

The Company has an operating loss carry forward of approximately $1,347,000.

Note 9. Subsequent Events

On February 24, 2023, the Board approved the issuance of 30,000 shares of the Company common stock to consultants for services.

Subsequent to December 31, 2022, the Company issued 1,600,000 shares of common stock at $0.40 per share and collected $640,000.

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

On May 2, 2023, the Board approved the issuance of 1,582,437 shares of Series B-1 Convertible preferred stock and 1,772,800 shares of common stock to the company’s CEO, Saul Leal, as bonus shares that were expensed in May 2023.