OneMeta (ONEI) grows AI translation revenue but flags going-concern risk
OneMeta Inc. filed its annual report describing a small but growing AI translation business that remains unprofitable and under financial strain. Revenue for the year ended December 31, 2025 rose to $1,505,866, yet the company recorded a net loss of $3,839,617 and its auditor raised substantial doubt about its ability to continue as a going concern.
OneMeta develops proprietary AI-based interpretation and translation products under its VerbumSuite brand, targeting enterprises needing real-time multilingual communications. It holds multiple patents and global trademarks, but operates with only one employee, material weaknesses in internal control over financial reporting, and relies on equity and convertible debt financing.
Positive
- None.
Negative
- Going concern risk: The auditor and management state there is substantial doubt about OneMeta’s ability to continue as a going concern due to recurring losses and limited resources.
- Weak balance sheet: As of December 31, 2025, liabilities of $4,431,863 significantly exceeded total assets of $123,780, highlighting tight liquidity and leverage.
- Internal control weaknesses: Management reports material weaknesses in internal control over financial reporting, including lack of segregation of duties and limited formal documentation.
- Dilutive and costly capital structure: Operations are funded through equity sales and multiple convertible notes, alongside a $2,750,000 cash repurchase of preferred shares, adding financing pressure.
Insights
Rapid revenue growth is overshadowed by losses, going-concern risk and heavy reliance on external financing.
OneMeta Inc. is building AI-driven translation products with VerbumSuite across events, call centers and collaboration platforms. Revenue for the year ended December 31, 2025 increased to $1,505,866, reflecting initial commercial traction from new OEM and ISV agreements.
Despite this growth, the company reported a net loss of $3,839,617 and only $123,780 in total assets against liabilities of $4,431,863. Its auditor issued a going-concern explanatory paragraph, and management discloses substantial doubt about its ability to continue without additional capital.
Funding has come from common stock issuances and multiple convertible notes, plus a $2,750,000 cash outlay to repurchase 4,166,667 Series B‑1 preferred shares from a former executive. With 38,890,943 common shares outstanding as of April 15, 2026 and material weaknesses in internal control, future filings will be important to see whether revenue from partners like inContact, Genesys and Five9 scales enough to improve liquidity.
Key Figures
Key Terms
going concern financial
natural language processing (NLP) technology technical
emerging growth company regulatory
penny stock market
internal control over financial reporting financial
convertible note financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
| Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For
the fiscal year ended
OR
| Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the transition period from ________to ________.
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of exchange on which registered | ||
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by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
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by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
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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
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large Accelerated Filer ☐ | Accelerated Filer ☐ | Smaller
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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
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by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
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The
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closing price of the common stock as reported on the OTC Bulletin Board on such date, was approximately $
As
of April 15, 2026, the registrant had
TABLE OF CONTENTS
| PART I | ||
| Item 1. | Business | 4 |
| Item 1A. | Risk Factors | 10 |
| Item 1B. | Unresolved Staff Comments | 16 |
| Item 2. | Properties | 17 |
| Item 3. | Legal Proceedings | 17 |
| Item 4. | Mine Safety Disclosures | 17 |
| PART II | ||
| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 18 |
| Item 6. | Reserved | 20 |
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 20 |
| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | 23 |
| Item 8. | Financial Statements and Supplementary Data | 24 |
| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 25 |
| Item 9A. | Controls and Procedures | 25 |
| Item 9B. | Other Information | 26 |
| PART III | ||
| Item 10. | Directors, Executive Officers and Corporate Governance | 27 |
| Item 11. | Executive Compensation | 29 |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 30 |
| Item 13. | Certain Relationships and Related Transactions and Director Independence | 34 |
| Item 14. | Principal Accountant Fees and Services | 36 |
| PART IV | ||
| Item 15. | Exhibits and Financial Statement Schedules | 37 |
| Item 16. | Form 10-K Summary | 37 |
| SIGNATURES | 38 | |
| 2 |
PART I
Unless otherwise indicated in this report, “Company,” “OneMeta,” “we,” “us,” “our,” and similar terms refer to OneMeta Inc.
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements in this report, other than statements of historical fact, are “forward-looking statements” for purposes of these provisions, including any projections of earnings, revenues or other financial items, any statements of the plans and objectives of our management for future operations, any statements concerning proposed new products or services, any statements regarding the integration, development or commercialization of the business or any assets acquired from other parties, any statements regarding future economic conditions or performance, and any statements of assumptions underlying any of the foregoing. In some cases, forward-looking statements can be identified by the use of terminology such as “may,” “will,” “expects,” “plans,” “anticipates,” “intends,” “seeks,” “believes,” “estimates,” “potential,” “forecasts,” “continue,” or other forms of these words or similar words or expressions, or the negative thereof or other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements contained herein are reasonable, there can be no assurance that such expectations or any of the forward-looking statements will prove to be correct, and actual results will likely differ, and could differ materially, from those projected or assumed in the forward-looking statements. Investors are cautioned not to unduly rely on any such forward-looking statements.
All subsequent forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. Our actual results will likely differ, and may differ materially, from anticipated results. Financial estimates are subject to change and are not intended to be relied upon as predictions of future operating results. All forward-looking statements included in this report are made as of the date hereof and are based on information available to us as of such date. We assume no obligation to update any forward-looking statement. If we do update or correct one or more forward-looking statements, investors and others should not conclude that we will make additional updates or corrections.
Our future financial condition and results of operations, as well as any forward-looking statements, are subject to inherent risks and uncertainties. Please see Item 1A “Risk Factors” for a discussion of these risks and uncertainties.
DISCLOSURE REGARDING TRADEMARKS
This report includes trademarks, tradenames and service marks that are our property or the property of other third parties. Solely for convenience, such trademarks and tradenames sometimes appear without any “™” or “®” symbol. However, failure to include such symbols is not intended to suggest, in any way, that we will not assert our rights or the rights of any applicable licensor, to these trademarks and tradenames.
Risk Factor Summary
Our business is subject to significant risks and uncertainties that make an investment in us speculative and risky. Below we summarize what we believe are the principal risk factors but these risks are not the only ones we face, and you should carefully review and consider the full discussion of our risk factors in the section titled “Risk Factors”, together with the other information in this Annual Report on Form 10-K. If any of the following risks actually occurs (or if any of those listed elsewhere in this Annual Report on Form 10-K occur), our business, reputation, financial condition, results of operations, revenue, and future prospects could be seriously harmed. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business.
Risks Related to Our Operating History, Capital Structure, Financial Position and Capital Needs
| ● | The development of our technology, products, and services is highly competitive. | |
| ● | We are an early-stage company and have incurred significant losses since our inception. We expect to incur losses for the foreseeable future and may never achieve or maintain profitability. | |
| ● | Our audited financial statements for the year ended December 31, 2025 included a statement from our independent registered public accounting firm that there is a substantial doubt about our ability to continue as a going concern, and a continuation of negative financial trends could result in our inability to continue as a going concern. | |
| ● | We have a limited operating history from which you can evaluate our performance, and accordingly, our prospects must be considered in light of the risks that any new company encounters. |
Risks Related to Our Business
| ● | We are dependent on our management team, and the loss of any key member of this team may prevent us from implementing our business plan in a timely manner, or at all. | |
| ● | We face risks from artificial intelligence. | |
| ● | We may not be able to successfully implement our growth strategy for our brand on a timely basis or at all. |
Risks Related to our Common Stock
| ● | Failure to maintain effective internal control over our financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act has caused and may cause in the future our financial reports to be inaccurate. | |
| ● | Our current stockholders’ ownership may be diluted if additional capital stock is issued to raise capital, to finance acquisitions or in connection with strategic transactions. | |
| ● | Our bylaws contain an exclusive forum provision, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or agents. |
| 3 |
| Item 1. | Business. |
Business Summary
We develop and market artificial intelligence products that eliminate language barriers in daily communications by providing high-quality, accurate, and efficient interpretation and translation services using natural language processing (NLP) technology. The Company’s focus is on developing a proprietary architecture that is faster and more accurate than any other company, with a commitment to providing superior quality services to its customers. The Company intends to serve a wide variety of markets and customers and is focused on becoming a leader in the creation of products for the interpretation and translation industry.
Our proprietary AI and machine learning architecture enable seamless translation and transcription of spoken and written words in seconds across multiple languages. Our VerbumSuite platform facilitates fluid and effective communication among individuals regardless of linguistic differences. With support for real-time conversations over-the-phone, virtual meetings, and online chats in over 140 languages and dialects, Verbum is reshaping how organizations, educational institutions, and customer service centers connect and collaborate. The Company develops and markets artificial intelligence products that eliminate language barriers in daily communications by providing high-quality, accurate, and efficient interpretation and translation services using natural language processing (NLP) technology. Our focus is on developing a proprietary architecture that is faster and more accurate than any other company, with a commitment to providing superior quality services to its customers. We intend to serve a wide variety of markets and customers and are focused on becoming a leader in the creation of products for the interpretation, translation, and transcription industries. Driven by a vision to create a more understanding world and revolutionize global communication, we are committed to solving complex problems with practical solutions. We recognize that artificial intelligence has the potential to turn good decisions into great ones, and we strive to harness this potential to drive positive change across industries.
The Company has observed increasing demand from enterprise customers for on-premise and private cloud deployments, driven by heightened requirements for data privacy, intellectual property protection, and cost predictability associated with artificial intelligence solutions. From inception, the Company’s architecture has been designed as a multi-tenant platform with the capability to provide isolated, private datasets for each client and sub-client, enabling secure and controlled deployments across industries with sensitive data requirements. This architectural approach has contributed to early customer traction, particularly in regulated and enterprise environments. In response to evolving market demand, the Company is expanding its focus on on-premise and private cloud solutions, aligning with broader industry trends toward sovereign AI and localized data processing. Additionally, NVIDIA has recognized the Company’s approach and technology, including references to OneMeta in NVIDIA’s public materials related to AI media and localization ecosystems.
Our Products
Our current VerbumSuite products described in detail below are built on our proprietary and patented systems and methods for substantially real-time speech, transcription, and translation technology. We are also developing additional proprietary products and features to expand the service capabilities built on our core technological foundation.
| ● | Verbum. Verbum supports real time web-based conversations, discussions, meetings, and online chats in 140 languages, enabling fluent and effective communication among individuals that do not speak the same language. This product is distributed through our online platform, direct sales to businesses and organizations, and we are attempting to develop partnerships with existing video conferencing providers. The competitive position is against other video conferencing providers that also offer live interpretation services, such as Microsoft Teams, Zoom and Google Meet. We believe our main competitors are organizations that supply human interpreters which can be ten times more expensive than our Verbum product. The Verbum product is available to customers at a wholesale price of $0.30 to $0.36 per minute, as compared to human interpreters, which can range from $45.00 to $150.00 per hour, or $1.25 to $3.00 per minute.(1) The primary market for our Verbum product is for organizations or individuals that require real-time interpretation services. |
(1) As reported in “Medical Interpreters in Outpatient Practice”, available at https://pmc.ncbi.nlm.nih.gov/articles/PMC5758324/.
VerbumOnSiteTM – Real Time Translation Powered by AI
| ● | Multilingual Events - unlocks the power of seamless communication at live events through real-time translation and captioning services. Attendees can effortlessly scan a QR code to access real-time captions in over 140 languages directly on their phones. | |
| ● | Ease of Integration - integrates into the event setup, ensuring a smooth and hassle-free experience for organizers and attendees. User-friendly, web-based design and compatibility incorporates powerful multilingual features without technical complexities. | |
| ● | Inclusive Communication - committed to breaking language barriers and making events accessible to all such as for those with hearing disabilities. Our solution provides real-time, multilingual closed captions, ensuring full engagement in conversations and presentations and fostering an inclusive event experience. | |
| ● | Currently available for use in live events requiring multilingual support. |
| 4 |
VerbumOnsite™ has been adopted for pilot programs at major international conferences, supporting live audience captions and mobile access in over 140 languages.
VerbumCallTM – AI-Powered Over-the-Phone Interpretation with No App or Internet Required
| ● | Multilingual Calls - unlocks the power of seamless communication over the phone; similar to having a translator readily available in 140+ languages. VerbumCall transforms any mobile device into a personal translator without the need for internet connection or additional applications. | |
| ● | Ease of Integration - integrates into the users current systems incorporating powerful multilingual calls without technical complexities. | |
| ● | Scalable & Confidential - offers a scalable solution that adapts to the users business needs, whether making one call or thousands of calls. Our AI-powered conversations enable calls to be private and secure, ensuring business communications are confidential and protected. | |
| ● | Currently available for integration with major Contract Center as a Service (CCaaS) providers. |
Verbumcall™ has been deployed with early adopters in the bpo industry , proving its ability to lower costs and improve call handling time compared to human interpreters.
VerbumTM for Microstoft Teams – AI Translation for Multilingual Meetings
| ● | Enhances the Microsoft Teams experience by facilitating multilingual groups to come together in meetings. Enables collaborators from all over the world to work together without language barriers. Each attendee chooses the language that they will be speaking in and the language in which they want to see captions and chat. As each person speaks in their preferred language from a list of 95+ languages, it is translated in near real-time for the rest of the group. | |
| ● | When a user selects their preferred language, it does not impact the other users in the meeting. The system allows each user to understand and be understood using their preferred language. | |
| ● | Translates chat messages into 3 selected languages in near real-time to allow flow of communication. | |
| ● | Enables a transcript function allowing the user to upload documents that can be translated into 95+ languages and shared with the whole team. | |
| ● | No formal legal or commercial agreement is required with Microsoft for the operation of this product within Microsoft Teams. The Company fully complies with Microsoft’s comprehensive development, publishing, and certification standards to ensure functionality, security and accessibility. | |
| ● | Integration with Microsoft Teams is achieved through Microsoft Teams APIs and compliance with a detailed manifest that undergoes thorough third-party review. The manifest governs Verbum’s features and ensures secure, real-time multilingual translation capabilities, including captions and chat translations for over 120 languages. Verbum interacts with Microsoft Teams by processing real-time meeting audio and chat data (with user permission) to deliver high-accuracy, AI-powered translations directly within the Microsoft Teams interface. | |
| ● | Fully operational and available to users. |
| ● | Verbum SDK. Verbum Software Developer Kit allows software programmers, potential channel partners, and corporate development teams to integrate our powerful multilingual communications platform Verbum™ — into new or existing Software-as-a-Service applications and/or client/server programs, helping them remove communications barriers for multinational organizations and/or those serving customers who speak/read different languages. This product may be distributed through partnerships with software developers or through direct sales to businesses and organizations that require interpretation services for their software. The competitive position would be against other software development kit providers that also offer interpretation services, such as Microsoft Azure or Amazon Translate. The expected market for this product is software developers and businesses that require interpretation services for their software applications. |
| 5 |
Competition
The artificial intelligence language translation industry is nascent and characterized by rapidly advancing technologies and a strong emphasis on proprietary products. Our competition includes traditional language service providers such as human translators and transcription technology services developed by similar early-stage companies. While the traditional language service providers industry is large and mature, there are significant barriers to growth due to the lack of scalability of human-to-human interpretation and the ineffectiveness of providing a seamlessly fluid conversational experience. There are several early stage businesses who have developed technology for the purpose of voice-to-text closed captioning or generative text-to-voice capabilities, but we believe the practicality of these services diminishes their growth potential as it remains an unnatural form of communication, requires a minimum literacy adequacy for users, and presents challenges to productivity due to the additional cognitive load required to type or read language, major companies worldwide, such as Microsoft and Amazon have explored the development of similar technologies, but are unable to move at the speed and agility of growth-stage firms which will lead to a slow roll out, if developed.
We believe that the increasing shift toward on-premise and private cloud AI deployments introduces additional competitive dynamics, as enterprises prioritize solutions that offer data control, security, and predictable cost structures. Many competitors rely on centralized, cloud-based architectures or third-party APIs, which may limit their ability to address enterprise requirements for data residency and intellectual property protection. By contrast, the Company’s multi-tenant architecture, designed to support isolated client environments and flexible deployment models, including on-premise and private cloud configurations, positions the Company to address these evolving enterprise needs. While larger technology providers and emerging AI companies continue to invest in similar capabilities, the Company believes its early focus on secure, enterprise-grade deployments and proprietary datasets provides a competitive advantage in high-sensitivity and regulated use cases.
We believe that the principal competitive factors in our markets include the following:
| ● | ease of adoption, use, and deployment; | |
| ● | product functionality; | |
| ● | platform capabilities; | |
| ● | breadth and depth of platform integrations; | |
| ● | scalability, availability and reliability; | |
| ● | security and privacy; | |
| ● | ability to support intercompany collaboration; | |
| ● | brand awareness and reputation; | |
| ● | customer support; and | |
| ● | total cost of ownership. |
Competition has intensified in recent periods, and we expect competition to continue to intensify as established and emerging companies continue to enter the markets we serve or attempt to address the translation problems.
| 6 |
Intellectual Property
The following chart provides information regarding the patents and trademarks of the Company:
Patents
| Case No. | Title of Invention: | Country: | Status: | Application No. | Filing Date: | Patent No: | Date Issued: | Publication Number: | Published Date: | |||||||||
| 1META.055PR | SYSTEMS AND METHODS FOR RAPID MULTI-USER TEXT, SPEECH, AND TRANSLATION | US | Closed | 63/374220 | 8/31/2022 | |||||||||||||
| 1META.055PR2 | SYSTEMS AND METHODS FOR RAPID MULTI USER TEXT, SPEECH, AND TRANSLATION | US | Closed | 63/429505 | 12/1/2022 | |||||||||||||
| 1META.055PR3 | SYSTEMS AND METHODS FOR RAPID MULTI-USER TEXT, SPEECH, AND TRANSLATION | US | Closed | 63/498261 | 4/25/2023 | |||||||||||||
| 1META.055PR4 | SYSTEMS AND METHODS FOR RAPID MULTI-USER TEXT, SPEECH, AND TRANSLATION | US | Closed | 63/499696 | 5/2/2023 | |||||||||||||
| WEBS.001A | METHOD OF INHIBITING FUNCTIONS OF A MOBILE COMMUNICATIONS DEVICE | US | Issued | 12/506045 | 7/20/2009 | 8380176 | 2/19/2013 | 2010/0035588 A1 | 2/11/2010 | |||||||||
| WEBS.001C1 | METHOD OF INHIBITING FUNCTIONS OF A MOBILE COMMUNICATIONS DEVICE | US | Issued | 13/757141 | 2/1/2013 | 8744417 | 6/3/2014 | 2013/0210413 A1 | 8/15/2013 | |||||||||
| WEBS.001C2 | SAFETY OF A MOBILE COMMUNICATIONS DEVICE | US | Issued | 14/291407 | 5/30/2014 | 9661469 | 5/23/2017 | 2015/0111555 A1 | 4/23/2015 | |||||||||
| WEBS.001C3 | SAFETY OF A MOBILE COMMUNICATIONS DEVICE | US | Issued | 15/601592 | 5/22/2017 | 9986385 | 5/29/2018 | 2018/0077531 A1 | 3/15/2018 | |||||||||
| WEBS.004A | DEVICES AND METHODS FOR IMPROVING WEB SAFETY AND DETERRENCE OF CYBERBULLYING | US | Issued | 14/576065 | 12/18/2014 | 9485206 | 11/1/2016 | 2015/0180746 A1 | 6/25/2015 | |||||||||
| WEBS.004DA | DISPLAY SCREEN OR PORTION THEREOF WITH GRAPHICAL USER INTERFACE | US | Issued | 29/504071 | 10/1/2014 | D792421 | 7/18/2017 | |||||||||||
| WEBS.004MX | DEVICES AND METHODS FOR IMPROVING WEB SAFETY AND DETERRENCE OF CYBERBULLYING | MX | Issued | MX/a/2016/008094 | 6/17/2016 | 362735 | 2/6/2019 | |||||||||||
| WEBS.004PH | DEVICES AND METHODS FOR IMPROVING WEB SAFETY AND DETERRENCE OF CYBERBULLYING | PH | Issued | 1-2016-501195 | 6/17/2016 | 1-2016-501195 | 5/30/2018 | 6/25/2015 |
| 7 |
Trademarks
| MARK | COUNTRY | FILING DATE APPLICATION NO. | REGISTRATION DATE REG. NO. |
CLASSES | STATUS | |||||
| ONEMETA | US | 12/27/2022 97/732496 |
38 Int., 41 Int., 42 Int. | Published | ||||||
| ONEMETA | AU | 6/23/2023 2366631 |
38 Int., 41 Int., 42 Int. | Published | ||||||
| ONEMETA | BR | 6/27/2023 930935543 |
38 Int. | Published | ||||||
| ONEMETA | BR | 6/27/2023 930935586 |
41 Int. | Published Opposed by Meta Serviços em Informática S/A | ||||||
| ONEMETA | BR | 6/27/2023 930935780 |
42 Int. | Published | ||||||
| ONEMETA | CA | 6/21/2023 2265023 |
38 Int., 41 Int., 42 Int. | Pending | ||||||
| ONEMETA | EM | 23-Jun-2023 018892626 |
11/14/2023 018892626 |
Class: 38 Int., 41 Int., 42 Int. | Registered | |||||
| ONEMETA | GB | 23-Jun-2023 UK00003926115 |
09/29/2023 UK00003926115 |
Class: 38 Int., 41 Int., 42 Int. | Registered | |||||
| ONEMETA | JP | 2023-069779 06/23/2023 |
01/11/2024 6768808 |
38 Int., 41 Int., 42 Int. | Registered | |||||
| ONEMETA | KR | 6/23/2023 40-2023-0111479 |
38 Int., 41 Int., 42 Int. | Published | ||||||
| ONEMETA | MX | 6/27/2023 2971922 |
11/15/2023 2625631 |
38 Int. | Registered | |||||
| ONEMETA | MX | 6/27/2023 2971924 |
11/15/2023 2625670 |
41 Int. | Registered | |||||
| ONEMETA | MX | 6/27/2023 2971926 |
09/25/2024 2759839 |
42 Int. | Registered | |||||
| VERBUM | US | 12/27/2022 97/732499 |
38 Int., 41 Int., 42 Int. | Pending | ||||||
| VERBUM | AU | 6/23/2023 2366632 |
07/15/2024 2366632 |
38 Int., 41 Int., 42 Int. | Registered | |||||
| VERBUM | BR | 6/27/2023 930935950 |
38 Int. | Published | ||||||
| VERBUM | BR | 6/27/2023 930936027 |
41 Int. | Published | ||||||
| VERBUM | BR | 6/27/2023 930936078 |
42 Int. | Published | ||||||
| VERBUM | CA | 6/21/2023 2265024 |
38 Int., 41 Int., 42 Int. | Pending | ||||||
| VERBUM | EU | 6/23/2023 018892664 |
11/08/2023 018892664 |
38 Int., 41 Int., 42 Int. | Registered | |||||
| VERBUM | UK | 6/23/2023 UK00003926123 |
9/29/2023 UK00003926123 |
38 Int., 41 Int., 42 Int. | Registered | |||||
| VERBUM | JP | 6/23/2023 2023-069780 |
12/13/2023 2023-069780 |
38 Int., 41 Int., 42 Int. | Registered | |||||
| VERBUM | KR | 6/23/2023 40-2023-0111480 |
38 Int., 41 Int., 42 Int. | Registered | ||||||
| VERBUM | MX | 6/27/2023 2971928 |
38 Int. | Pending | ||||||
| VERBUM | MX | 6/27/2023 2971930 |
11/28/2023 2632270 |
41 Int. | Registered | |||||
| VERBUM | MX | 6/27/2023 2971933 |
42 Int. | Pending |
| 8 |
Our business objective is to help organizations throughout the world to achieve their full potential via artificial intelligence by eliminating language barriers in daily communications by providing high-quality, accurate, and efficient translation and transcription services using natural language processing (NLP) technology. The Company’s focus is on developing a proprietary architecture that is faster and more accurate than any other technology with a commitment to providing superior quality services to their customers.
Human Resources
As of December 31, 2025, the Company had 1 employee. The number of employees will increase through time and natural sales growth.
Corporate Information
The Company was originally incorporated as Promotions on Wheels Holdings, Inc., a Nevada corporation, on July 3, 2006. On December 26, 2008, the name of the Company was changed to Blindspot Alert, Inc. On September 11, 2009, the Company’s name was changed to WebSafety, Inc. On March 23, 2021, the Company’s name was changed to VeriDetx Corp. On June 8, 2021, the Company’s name was changed to WebSafety, Inc. On August 1, 2022, the Company acquired Metalanguage Corp (the “Acquisition”). Metalanguage Corp. was solely owned by Saul Leal, who has become the Company’s CEO. Metalanguage Corp. owned certain intellectual property regarding the use of artificial intelligence for the translation and transcription of foreign languages. This intellectual property became the basis of the Company’s Verbum and Verbum SDK products. The Company issued shares of Series B-1 Convertible Preferred Stock and common stock to Mr. Leal in exchange for all of the stock of Metalanguage Corp (the “Acquisition”). Upon completion of the Acquisition, Mr. Leal became the CEO of the Company and became a director on the Company’s board of directors. On June 20, 2023, the Company’s name was changed to OneMeta Inc.
Effective October 31, 2025, Rowland W. Day II resigned from his positions as President, Chief Financial Officer, Secretary, Chief Legal Officer, and as a member of the Board of Directors of the Company. On October 31, 2025, the Company entered into (i) a Confidential General Release and Settlement Agreement with Rowland W. Day II, the Company’s former President, Chief Financial Officer, Secretary, Chief Legal Officer, and a member of the Board of Directors (the “Settlement Agreement”), and (ii) a related Stock Repurchase Agreement with the Rowland W. Day II and Jaimie D. Day Family Trust under declaration dated April 13, 1990 (the “Stock Repurchase Agreement” and together with the Settlement Agreement, the “Agreements”). The Agreements were approved by the Company’s Board of Directors on November 3, 2025. In connection with his resignation, the Company agreed to enter into a Stock Repurchase Agreement providing for repurchase by the Company from the Trust of 4,309,710 shares of the Company’s Series B-1 Preferred Stock and 307,647 shares of common stock, at per-share prices ranging from $0.605-$0.66 for the preferred shares and $0.055-$0.06 for the common shares, depending on the repurchase date. The purchase was to occur on or around March 27, 2026 (the “Expiration Date”). On March 26, 2026, the Company entered into an amendment to the Stock Repurchase Agreement pursuant to which the Expiration Date was extended to April 10, 2026. As part of the extension of the settlement date, the Company is to pay an additional $100,000 to Rowland as an extension fee. As of April 10, 2026, the Company purchased 4,166,667 shares of the Company’s Series B-1 Preferred Stock held by Rowland at a price of $0.66 per Series B-1 Preferred share for a total cash consideration of $2,750,000.
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Available Information
Our website address is https://www.onemeta.ai/. Information contained on or that can be accessed through our website does not constitute part of this Annual Report on Form 10-K and the inclusion of our website address in this Annual Report on Form 10-K is an inactive textual reference only.
The following filings are available through our investor relations website after we file them with the Securities and Exchange Commission, or the SEC: Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and our Proxy Statement for our annual meeting of stockholders. These filings are also available for download free of charge on our investor relations website. Our investor relations website is located at https://investors.onemeta.ai/sec-filings. The SEC also maintains an Internet website that contains reports, proxy statements and other information about issuers, like us, that file electronically with the SEC. The address of that website is www.sec.gov.
| Item 1A. | Risk Factors. |
Risk Factors
An investment in our securities involves a high degree of risk. You should consider carefully all of the material risks described below, together with the other information contained in this Form 10-K. If any of the following events occur, our business, financial condition, results of operations and cash flows may be materially adversely affected.
Risks Related to Our Operating History, Capital Structure, Financial Position and Capital Needs
The development of our technology, products, and services is highly competitive.
We will face intense competition with respect to any products that we may seek to develop or commercialize in the future. Our competitors include major companies worldwide. Many of our competitors have significantly greater financial, technical and human resources than we have and superior expertise in research and development and marketing approved products/services and thus may be better equipped than we are to develop and commercialize products/services. These competitors also compete with us in recruiting and retaining qualified personnel and acquiring technologies. Smaller or early-stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large and established companies. Accordingly, our competitors may commercialize products more rapidly or effectively than we are able to, which would adversely affect our competitive position, the likelihood that our products/services will achieve initial market acceptance and our ability to generate meaningful additional revenues from our products.
We are an early-stage company and have incurred significant losses since our inception. We expect to incur losses for the foreseeable future and may never achieve or maintain profitability.
We are an early-stage company. We only recently acquired our principal language interpretation and translation business in June of 2022. We face all the risks faced by newer companies, including significant competition from existing and emerging competitors, many of which are established and have better access to capital. In addition, as a new business, we may encounter unforeseen expenses, difficulties, complications, delays, and other known and unknown factors. We will need to transition from an early-stage company to a company capable of supporting larger scale commercial activities. If we are not successful in such a transition, our business, results, and financial condition will be harmed.
We have not been profitable to date, and we expect operating losses for the near future. For the years ended December 31, 2025 and 2024, we had net revenue of $1,505,866 and $31,304, respectively, and incurred net losses of $3,839,617 and $5,607,358, respectively. While we have recently entered into certain contracts for the distribution and sale of our language translation solutions, there can be no assurance that these contracts will yield the expected results, generate any revenue or that we will not continue to incur net losses in the future. We may not succeed in expanding our customer base and service offerings and even if we do, may never generate revenue that is significant enough to achieve profitability. Even if we do achieve profitability, we may not be able to sustain or increase profitability on a quarterly or annual basis. Furthermore, we may not be able to control overhead expenses even where our operations successfully expand. Our failure to become and remain profitable would depress our value and could impair our ability to raise capital, expand our business, diversify our product offerings, or even continue our operations.
Our audited financial statements for the year ended December 31, 2025 includes a statement from our independent registered public accounting firm that there is substantial doubt about our ability to continue as a going concern, and a continuation of negative financial trends could result in our inability to continue as a going concern.
There is substantial doubt about our ability to continue as a going concern over the next twelve months and our independent registered public accounting firm has included a “going concern” explanatory paragraph in their report in our financial statements as of and for the year ended December 31, 2025.
We have a limited operating history from which you can evaluate our performance, and accordingly, our prospects must be considered in light of the risks that any new company encounters.
We acquired our language and interpretation business in June of 2022. Accordingly, we have no significant history upon which an evaluation of our prospects and future performance can be made. Our proposed operations are subject to all of the business risks associated with a new enterprise. The likelihood of our creation of a viable business must be considered in light of the problems, expenses, difficulties, complications, and delays frequently encountered in connection with the inception of a business, operation in a competitive industry, and the continued development of our technology and the results of our clinical data. We anticipate that our operating expenses will increase for the near future. There can be no assurances that we will ever operate profitably. You should consider our business, operations and prospects in light of the risks, expenses and challenges faced as an early-stage company.
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New product development involves a lengthy, expensive and complex process.
There can be no assurance that we will be capable of developing and commercializing new products. New product development involves a lengthy, expensive and complex process. In addition, before we can commercialize any new product candidates, we will need to:
| ● | conduct substantial research and development; |
| ● | test product viability; and |
| ● | expend significant funds. |
This process involves a high degree of risk and takes several years. Our product development efforts may fail for many reasons, including failure of the product at the research or development stage. In addition, as we develop product candidates, we will have to make significant investments in product development, marketing and sales resources.
We may be unable to manage our future growth effectively, which could make it difficult to execute our business strategy.
Our growth has placed, and may continue to place, significant demands on our organizational, administrative, and operational infrastructure, including operations, quality control, technical support and customer service, sales force management and general and financial administration. As we continue to grow, we will need to make significant investments in multiple divisions of our company, including in sales, marketing, product development, information technology, equipment, facilities, and human resources. We will also need to improve our operational, financial and management controls as well as our reporting systems and procedures.
If we are unable to manage our growth effectively, we may be unable to execute our business plan, which could have a material adverse effect on our business and our results of operations. Managing our planned growth effectively will require us to:
| ● | maintain a low cost of customer acquisition relative to customer lifetime value; and |
| ● | successfully hire, train, and motivate additional employees, including additional personnel for our technology, sales and marketing efforts. |
The expansion of our products and services and customer base may result in increases in our overhead and selling expenses. Any increase in expenditures in anticipation of future sales that do not materialize would adversely affect our profitability. In addition, if we are unable to effectively manage the growth of our business, the quality of our products may suffer and we may be unable to address competitive challenges, which would adversely affect our overall business, operations, and financial condition.
Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud.
We have only recently become subject to the periodic reporting requirements of the Exchange Act. We must design our disclosure controls and procedures to reasonably assure that information we must disclose in reports we file or submit under the Exchange Act is accumulated and communicated to management, and recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. We believe that any disclosure controls and procedures or internal controls and procedures, no matter how well-conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. For example, our directors or executive officers could inadvertently fail to disclose a new relationship or arrangement causing us to fail to make a required related party transaction disclosure. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by an unauthorized override of the controls. Accordingly, because of the inherent limitations in our control system, misstatements due to error or fraud may occur and not be detected.
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Risks Related to Our Business
We are dependent on our management team, and the loss of any key member of this team, or our failure to recruit and retain new personnel, may prevent us from implementing our business plan in a timely manner, or at all.
Our success depends largely upon the continued services of our executive officers and other key personnel, particularly our Chief Executive Officer, Saul Leal. Our executive officers or key personnel could terminate their employment with us at any time without penalty. In addition, we do not maintain key person life insurance policies on any of our employees. The loss of one or more of these executive officers or key personnel could seriously harm our business and may prevent us from implementing our business plan in a timely manner, or at all.
Additionally, our expansion plans are contingent on our ability to successfully recruit and retain new personnel to meet the needs of our expanded operations. Any failure to recruit new personnel could have a material adverse effect on our business, financial condition, results of operations and prospects.
We may be unable to adequately protect our brand and our other intellectual property rights.
We regard our patents, brand, customer lists, trademarks, domain names, trade secrets and similar intellectual property as critical to our success. We may rely on U.S. and international trademark, copyright and patent law, trade secret protection, agreements and other methods with our employees and others to protect our proprietary rights. We might not be able to obtain protection in the United States or other countries for all our intellectual property. The protection of our intellectual property rights may require the expenditure of significant financial, managerial and operational resources. Moreover, the steps we take to protect our intellectual property may not adequately protect our rights or prevent third parties from infringing or misappropriating our proprietary rights, and we may be unable to broadly enforce all our intellectual property rights. Any of our present or future patents, trademarks or other intellectual property rights may be challenged by others or invalidated through administrative process or litigation. Any of our presently pending or future patent and trademark applications may never be granted. To date, we have applied for patent protection with respect to our business and products (e.g., products, systems, and processes for automated translation and transcription). Even if we are granted one or more patents, there is no guarantee that others will not independently develop or otherwise acquire equivalent or superior technology or intellectual property rights. Even if they do, there is no guarantee that enforcement of our intellectual property will succeed in the courts, or that our intellectual property will be held valid if challenged during that process. Furthermore, our confidentiality agreements and other measures may not effectively prevent disclosure of our proprietary information, technologies and processes and may not provide an adequate remedy in the event of unauthorized disclosure of such information.
We might be required to spend significant resources to apply for, obtain, monitor and protect, and enforce our intellectual property rights. For example, we may initiate claims or litigation against others for infringement, misappropriation or violation of our intellectual property rights or other proprietary rights or to establish the validity of such rights. However, we may be unable to discover or determine or prove the extent of any infringement, misappropriation or other violation of our intellectual property rights and other proprietary rights. Despite our efforts, we may be unable to prevent third parties from infringing upon, misappropriating or otherwise violating our intellectual property rights and other proprietary rights. Any litigation, whether or not it is resolved in our favor, could result in significant expense to us and divert the efforts of our technical and management personnel, which may materially and adversely affect our business, financial condition, and results of operations.
In addition, our licensed technology platform may use open-source software. While we believe that our core AI translation and transcription datasets are proprietary and open-source models currently provide only supplementary functionality and verification, the use of such open-source software may subject us to certain conditions, including the obligation to offer, distribute, or disclose our licensed technology platform for no or reduced cost, make the proprietary source code subject to open-source software licenses available to the public, license our software and systems that use open-source software for the purpose of making derivative works, or allow reverse assembly, disassembly, or reverse engineering. We may periodically monitor our use of open-source software to avoid subjecting our technology platform to conditions we do not intend. However, if our licensed technology platform becomes subject to such unintended conditions, it could have a material adverse effect on our business, financial condition, and results of operations.
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From time to time, third parties may claim that one or more of our products or services infringe their intellectual property rights.
We may in the future be subject to intellectual property rights claims, which are costly to defend, could require us to pay damages and could limit our ability to use certain technologies in the future. Companies in the technology industries own large numbers of patents, copyrights, trademarks and trade secrets and frequently enter into litigation based on allegations of infringement or other violations of intellectual property rights. As we face increasing competition, the possibility of intellectual property rights claims against us grows. Our technologies may not be able to withstand any third-party claims or rights against their use.
Any dispute or litigation regarding patents or other intellectual property could be costly and time consuming due to the uncertainty of intellectual property litigation and could divert our management and key personnel from our business operations. A claim of intellectual property infringement could force us to enter into a costly or restrictive license agreement, which might not be available under acceptable terms or at all, could require us to redesign our products, which would be costly and time-consuming, and/or could subject us to an injunction against development and sale of certain of our products or services. We may have to pay substantial damages, including damages for past infringement if it is ultimately determined that our products infringe on a third party’s proprietary rights. Even if these claims are without merit, defending a lawsuit takes significant time, may be expensive and may divert management’s attention from other business concerns. Any public announcements related to litigation or interference proceedings initiated or threatened against us could cause our business to be harmed. Our intellectual property portfolio may not be sufficiently relevant or effective in asserting a counterclaim, or negotiating a license, in response to a claim of intellectual property infringement. In certain of our businesses we may rely on third party intellectual property licenses and we cannot ensure that these licenses will be available to us in the future on favorable terms or at all.
We may not be able to enforce our intellectual property rights throughout the world.
The laws of some foreign countries do not protect intellectual property rights to the same extent as the laws of the United States. Many companies have encountered significant problems in obtaining, protecting and defending intellectual property rights in certain foreign jurisdictions. This could make it difficult for us to stop the infringement or the misappropriation of our intellectual property rights. The loss of our patents, trademarks (e.g., the OneMeta brand or logo or other registered or common law trade names) or other intellectual property rights or a diminution in the perceived quality of products or services associated with the Company would harm our business. Our efforts to obtain or protect our intellectual property rights in such countries may be inadequate. In addition, changes in the law and legal decisions by courts in the United States and foreign countries may affect our ability to obtain adequate protection for our technology and the enforcement of intellectual property.
We face risks from artificial intelligence.
Our products and services use artificial intelligence-powered translation technology. The use of artificial intelligence in our business presents risks and challenges, including that artificial intelligence algorithms may be flawed, datasets may be insufficient, erroneous, stale, or contain biased information, or translations made by artificial intelligence systems may be discriminatory, offensive, illegal, or otherwise harmful. Artificial intelligence can be based on machine learning that uses inputs that give rise to claims of copyright infringement. These risks, deficiencies and other failures of artificial intelligence systems could subject us to competitive harm, regulatory action, legal liability, and brand or reputational harm. In addition, there is no guarantee that our artificial intelligence powered translation products will be competitive or provide sufficiently fast and accurate translation services, so we could lose market share or be subject to harmful market feedback and reputational risk.
Third parties may assert that our employees or consultants have wrongfully used or disclosed confidential information or misappropriated trade secrets.
Although we try to ensure that our employees and consultants do not use the proprietary information or know-how of others in their work for us, we may be subject to claims that we or our employees, consultants or independent contractors have inadvertently or otherwise used or disclosed intellectual property, including trade secrets or other proprietary information, of a former employer or other third parties. Litigation may be necessary to defend these claims. If we fail in defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights or personnel. Even if we are successful in defending against such claims, litigation could result in substantial costs to us, including reputational harm, and be a distraction to management and other employees.
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We may be subject to significant liability that is not covered by insurance.
Although we believe that the extent of our insurance coverage is consistent with industry practice, any claim under our insurance policies may be subject to certain exceptions, may not be honored fully, in a timely manner, or at all, and we may not have purchased sufficient insurance to cover all losses incurred. If we were to incur substantial liabilities or if our business operations were interrupted for a substantial period, we could incur costs and suffer losses. Inventory, equipment, and business interruption losses may not be covered by our insurance policies. Additionally, insurance coverage may not be available to us at commercially acceptable premiums in the future, or at all.
If the reputation of our brand erodes significantly, it could have a material impact on our results of operations.
Our financial success is directly dependent on the consumer perception of our brand. The success of our brand may suffer if our marketing plans or product initiatives do not have the desired impact on our brand’s image or its ability to attract consumers. Further, our results could be negatively affected if our brand suffers substantial damage to its reputation due to real or perceived quality issues or other actions by the Company or any of its executives. Our brand could also suffer if we fail to obtain the brand protection (e.g., trademarks) that we seek now or in the future. For example, if a competing company succeeds in opposing or canceling our trademarks, this could cause us to re-brand, which could cause significant costs and harm to the Company.
We may not be able to successfully implement our growth strategy for our brand on a timely basis or at all.
We believe that our future success depends, in part, on our ability to implement our growth strategy of leveraging our existing brand and products to drive increased sales. Our ability to implement this strategy depends, among other things, on our ability to:
| ● | successfully register trademarks and obtain similar intellectual property protection for our brand; | |
| ● | successfully compete in the product categories in which we choose to operate; | |
| ● | introduce new and appealing products and successfully innovate on our existing products; | |
| ● | develop and maintain consumer interest in our brand; and | |
| ● | increase our brand recognition and loyalty. |
We may not be able to implement this growth strategy successfully. Our planned marketing expenditures may not result in increased total sales or generate sufficient levels of consumer interest or brand awareness, and our high rates of sales and income growth may not be sustainable over time. Our sales and results of operations will be negatively affected if we fail to implement our growth strategy or if we invest resources in a growth strategy that ultimately proves unsuccessful.
Technology failures or security breaches could disrupt our operations and negatively impact our business.
In the normal course of business, we rely on information technology systems to process, transmit, and store electronic information as well as in the delivery of our services to customers Furthermore, a significant portion of the communications between, and storage of personal data of, our personnel and customers depend on information technology.
Our information technology systems may be vulnerable to a variety of interruptions, as a result of updating our enterprise platform or due to events beyond our control, including, but not limited to, natural disasters, terrorist attacks, telecommunications failures, computer viruses, hackers, and other security issues. These events could compromise our confidential information, impede, or interrupt our business operations, and may result in other negative consequences, including remediation costs, loss of revenue, litigation and reputational damage. Furthermore, if a breach or other breakdown results in disclosure of confidential or personal information, we may suffer reputational, competitive and/or business harm.
While we have implemented administrative and technical controls and taken other preventive actions to reduce the risk of cyber incidents and protect our information technology, they may be insufficient to prevent physical and electronic break-ins, cyber-attacks, or other security breaches to our computer systems, which could have a material adverse effect on our business, financial condition or results of operations.
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RISKS RELATED TO OUR COMMON STOCK
Failure to maintain effective internal control over our financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act has caused and may cause in the future our financial reports to be inaccurate.
We are required pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, or Section 404, to maintain internal control over financial reporting and to assess and report on the effectiveness of those controls. This assessment includes disclosure of any material weaknesses identified by our management in our internal control over financial reporting. Our management concluded that our internal controls over financial reporting were, and continue to be, ineffective as of December 31, 2025, identified a material weakness in our internal controls due to the lack of sufficient personnel to allow for segregation of duties (resulting from the limited number of personnel available) and the lack of formal documentation of our control environment. While management is working to remediate the material weaknesses, there is no assurance that such changes, when economically feasible and sustainable, will remediate the identified material weaknesses or that the controls will prevent or detect future material weaknesses. If we are not able to maintain effective internal control over financial reporting, our financial statements, including related disclosures, may be inaccurate, which could have a material adverse effect on our business.
Failure to continue improving our accounting systems and controls could impair our ability to comply with the financial reporting and internal controls requirements for publicly traded companies.
As a public company, we operate in an increasingly demanding regulatory environment, which requires us to comply with the Sarbanes-Oxley Act of 2002, and the related rules and regulations of the SEC. Company responsibilities required by the Sarbanes-Oxley Act include establishing corporate oversight and adequate internal control over financial reporting and disclosure controls and procedures. Effective internal controls are necessary for us to produce reliable financial reports and are important to help prevent financial fraud.
Management performed an annual assessment as of December 31, 2025 of the effectiveness of our internal control over financial reporting for its annual report. Our management concluded that our internal control over financial reporting was, and continues to be, ineffective as of December 31, 2025, due to material weaknesses in our internal controls due to the lack of segregation of duties (resulting from the limited number of personnel available) and the lack of formal documentation of our control environment. For as long as we remain an “emerging growth company” as defined in the JOBS Act, we have and intend to consider to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act. We may continue to take advantage of these reporting exemptions until we are no longer an “emerging growth company.” To mitigate the lack of segregation of duties material weaknesses, we engaged an outside firm to assist management with such accounting and will continue to use outside firms as a resource to deal with other non-recurring or unusual transactions. However, notwithstanding our mitigation efforts, there is no assurance we will not encounter accounting errors in the future. If we cannot provide reliable financial reports or prevent fraud, our business and results of operations could be harmed, and investors could lose confidence in our reported financial information.
Our current stockholders’ ownership may be diluted if additional capital stock is issued to raise capital, to finance acquisitions or in connection with strategic transactions.
We intend to seek to raise additional funds, finance acquisitions or develop strategic relationships by issuing equity or convertible debt securities, which would reduce the percentage ownership of our existing stockholders. Our board of directors has the authority, without action or vote of the stockholders, to issue all or any part of our authorized but unissued shares of common or preferred stock. Our articles of incorporation authorize us to issue up to 500,000,000 shares of common stock and 50,000,000 shares of preferred stock. Future issuances of common or preferred stock would reduce your influence over matters on which stockholders vote and would be dilutive to earnings per share. In addition, any newly issued preferred stock could have rights, preferences, and privileges senior to those of the common stock. Those rights, preferences, and privileges could include, among other things, the establishment of dividends that must be paid prior to declaring or paying dividends or other distributions to holders of our common stock or providing for preferential liquidation rights. These rights, preferences and privileges could negatively affect the rights of holders of our common stock, and the right to convert such preferred stock into shares of our common stock at a rate or price that would have a dilutive effect on the outstanding shares of our common stock.
Our bylaws contain an exclusive forum provision, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or agents.
Our Bylaws provide that, unless we consent in writing to the selection of an alternative forum, the state and federal courts in the State of Nevada shall be the exclusive forum for any litigation relating to our internal affairs, including, without limitation: (a) any derivative action brought on behalf of us, (b) any action asserting a claim for breach of fiduciary duty to us or our stockholders by any current or former officer, director, employee, or agent of us, or (c) any action against us or any current or former officer, director, employee, or agent of us arising pursuant to any provision of the Nevada Revised Statutes, the Articles of Incorporation, or the Bylaws.
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For the avoidance of doubt, the exclusive forum provision described above does not apply to any claims arising under the Securities Act or Exchange Act. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder, and Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.
The choice of forum provision in our bylaws may limit our stockholders’ ability to bring a claim in a judicial forum that they find favorable for disputes with us or our directors, officers, employees or agents, which may discourage such lawsuits against us and our directors, officers, employees and agents even though an action, if successful, might benefit our stockholders. The applicable courts may also reach different judgments or results than would other courts, including courts where a stockholder considering an action may be located or would otherwise choose to bring the action, and such judgments or results may be more favorable to us than to our stockholders. With respect to the provision making the state and federal courts in the State of Nevada the sole and exclusive forum for certain types of actions, stockholders who do bring a claim in the state and federal courts in the State of Nevada could face additional litigation costs in pursuing any such claim, particularly if they do not reside in or near Nevada. Finally, if a court were to find this provision of our bylaws inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could have a material adverse effect on us.
We are an “emerging growth company” and our compliance with the reduced reporting and disclosure requirements applicable to “emerging growth companies” may make our common stock less attractive to investors.
We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act, or JOBS Act, and we have elected to take advantage of certain exemptions and relief from various reporting requirements that are applicable to other public companies that are not “emerging growth companies.” These provisions include, but are not limited to: being permitted to have only two years of audited financial statements and only two years of related management’s discussion and analysis of financial condition and plan of operation disclosures; being exempt from compliance with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act; being subject to reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements; and not being required to hold nonbinding advisory votes on executive compensation or on any golden parachute payments not previously approved.
In addition, while we are an “emerging growth company,” we will not be required to comply with any new financial accounting standard until such standard is generally applicable to private companies. As a result, our financial statements may not be comparable to companies that are not “emerging growth companies” or elect not to avail themselves of this provision.
We may remain an “emerging growth company” until the fiscal year-end following the fifth anniversary of the completion of our initial public offering, though we may cease to be an “emerging growth company” earlier under certain circumstances, including if (i) we have more than $1.235 billion in annual revenue in any fiscal year, (ii) we become a “large accelerated filer,” with at least $700 million of equity securities held by non-affiliates as of the end of the second quarter of that fiscal year, or (iii) we issue more than $1.0 billion of non-convertible debt over a three-year period.
The exact implications of the JOBS Act are still subject to interpretations and guidance by the SEC and other regulatory agencies, and we cannot assure you that we will be able to take advantage of all of the benefits of the JOBS Act. In addition, investors may find our common stock less attractive to the extent we rely on the exemptions and relief granted by the JOBS Act. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may decline or become more volatile.
| Item 1B. | Unresolved Staff Comments. |
None.
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| Item 1C. | Cybersecurity. |
A key element of the Company’s Cybersecurity System is to mature the system to align with the CIS18 Critical Security Controls security framework. The CIS controls are designed based on real-world data about cyber-attacks, to ensure that the measures are effective against current threats. The framework provides a prioritized set of actions, which enables the Company to focus its efforts on the most effective defensive measures first. This prioritization helps in optimizing the use of resources for maximum impact on security. This strategy provides a structured and effective approach to cybersecurity, helping the Company to protect its assets, comply with regulations, manage risks, and improve its overall security posture.
The
Company has established controls and procedures to escalate enterprise-level issues, including cybersecurity matters, to the appropriate
management levels within its organization and to its Board of Directors, or members or committees thereof, as appropriate.
In
addition, the Company has established procedures to ensure that management responsible for overseeing the effectiveness of disclosure
controls is informed in a timely manner of known cybersecurity risks and incidents that may materially impact the Company’s operations
and that timely public disclosure is made as appropriate. The Company’s Cybersecurity System is led by the Chief Executive Officer
(“CEO”) in
| Item 2. | Properties. |
Our executive offices are located at 450 South 400 East, Suite 200, Bountiful, Utah, 84010. We rent an executive office at the cost of $1,600 per month and it is rented on a month-to-month basis. The directors and officers of the company generally work from their home offices.
| Item 3. | Legal Proceedings. |
We are not currently party to any pending legal proceedings that we believe would, individually or in the aggregate, have a material adverse effect on our financial condition, cash flows or results of operations.
| Item 4. | Mine Safety Disclosures. |
The disclosure required by this item is not applicable.
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PART II
| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. |
Our common stock trades on the OTC Bulletin Board under the symbol ONEI. As of December 31, 2025, there were 258 shareholders of our common stock and the total shares outstanding of 38,890,943. The transfer agent for our common stock is Pacific Stock Transfer 6725 Via Austin Parkway Suite 300, Las Vegas, Nevada 98119.
Trades in our common stock may be subject to Rule 15g-9 under the Exchange Act, which imposes requirements on broker-dealers who sell securities subject to the rule to persons other than established customers and accredited investors. For transactions covered by the rule, broker-dealers must make a special suitability determination for purchasers of the securities and receive the purchaser’s written agreement to the transaction before the sale.
Our shares are subject to rules applicable to “penny stock” which pertain to any equity security with a market price less than $5.00 per share or an exercise price of less than $5.00 per share. Penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, which specifies information about penny stock and the nature and significance of risks of the penny stock market. A broker-dealer must also provide the customer with bid and offer quotations for the penny stock, the compensation of the broker-dealer, and sales person in the transaction, and monthly account statements indicating the market value of each penny stock held in the customer’s account. In addition, the penny stock rules require that, prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the trading activity in our shares.
Dividend Policy
We have not paid or declared any cash dividends on our common stock in the past and do not foresee doing so in the foreseeable future. We intend to retain any future earnings for the operation and expansion of our business. Any decision as to future payment of dividends will depend on the available earnings, the capital requirements of our Company, our general financial condition and other factors deemed pertinent by our Board of Directors.
| 18 |
Sales of Unregistered Securities
Date of Transaction | Transaction type (e.g. new issuance, cancellation, shares returned to treasury) | Number of Shares Issued (or cancelled) | Class of Securities | Value of shares issued ($/per share) at Issuance | Were the shares issued at a discount to market price at the time of issuance? (Yes/No) | Individual/ Entity Shares were issued to (entities must have individual with voting / investment control disclosed). | Reason for share issuance (e.g. for cash or debt conversion) -OR- Nature of Services Provided | Restricted or Unrestricted as of this filing. | Exemption or Registration Type. | |||||||||||||
| 4/1/2025 | New Issue | 1,000,000 | Common | $ | .50 | No | Invictus General Partners | Cash | Restricted | Exempt | ||||||||||||
| 4/17/2025 | New Issue | 100,000 | Common | $ | .23 | No | Dayanna Rojas | Services | Restricted | Exempt | ||||||||||||
| 2/4/2025 | New Issue | - | $100,000 Convertible Note | - | No | Amorim Joint Trust | Cash | Restricted | Exempt | |||||||||||||
| 2/6/2025 | New Issue | - | $50,000 Convertible Note | - | No | Roy Chestnutt | Cash | Restricted | Exempt | |||||||||||||
| 2/20/2025 | New Issue | - | $50,000 Convertible Note | - | No | Glenn Harper | Cash | Restricted | Exempt | |||||||||||||
| 2/24/2025 | New Issue | - | $25,000 Convertible Note | - | No | Eduardo Souza Amorim | Cash | Restricted | Exempt | |||||||||||||
| 2/25/2025 | New Issue | - | $100,000 Convertible Note | - | No | Ignatius Living Trust | Cash | Restricted | Exempt | |||||||||||||
| 2/26/2025 | New Issue | - | $250,000 Convertible Note | - | No | Felipe Amorim | Cash | Restricted | Exempt | |||||||||||||
| 3/20/2025 | New Issue | - | $50,000 Convertible Note | - | No | Roy Chestnutt | Cash | Restricted | Exempt | |||||||||||||
| 3/21/2025 | New Issue | - | $40,000 Convertible Note | - | No | Ivan Satori Filho | Cash | Restricted | Exempt | |||||||||||||
| 7/28/2025 | New Issue | - | $100,000 Convertible Note | - | No | Atlantic Staffing, LLC | Cash | Restricted | Exempt | |||||||||||||
| 10/31/2025 | New Issue | - | $1,000,000 Convertible Note | - | No | Jarman Family Holdings LLC | Cash | Restricted | Exempt | |||||||||||||
| 10/31/2025 | New Issue | - | $1,000,000 Convertible Note | - | No | Jeffrey M. Canter | Cash | Restricted | Exempt | |||||||||||||
| 19 |
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
None.
Holders of Record
As of December 31, 2025, there were 258 record holders, of the Company’s common stock.
| Item 6. | Selected Financial Data. |
As a “smaller reporting company,” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
The following discussion and analysis should be read in conjunction with our financial statements, including the notes thereto, appearing in this Form 10-K and are hereby referenced. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this report. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. We believe it is important to communicate our expectations. However, our management disclaims any obligation to update any forward-looking statements whether as a result of new information, future events or otherwise.
These forward-looking statements are based on our management’s current expectations and beliefs and involve numerous risks and uncertainties that could cause actual results to differ materially from expectations. You should not rely upon these forward-looking statements as predictions of future events because we cannot assure you that the events or circumstances reflected in these statements will be achieved or will occur. You can identify a forward-looking statement by the use of the forward-terminology, including words such as “may”, “will”, “believes”, “anticipates”, “estimates”, “expects”, “continues”, “should”, “seeks”, “intends”, “plans”, and/or words of similar import, or the negative of these words and phrases or other variations of these words and phrases or comparable terminology. These forward-looking statements relate to, among other things: our sales, results of operations and anticipated cash flows; capital expenditures; depreciation and amortization expenses; sales, general and administrative expenses; our ability to maintain and develop relationship with our existing and potential future customers, and, our ability to maintain a level of investment that is required to remain competitive. Many factors could cause our actual results to differ materially from those projected in these forward-looking statements, including, but not limited to: variability of our revenues and financial performance; risks associated with technological changes; the acceptance of our products in the marketplace by existing and potential customers; disruption of operations or increases in expenses due to our involvement with litigation or caused by civil or political unrest or other catastrophic events; general economic conditions, government mandates; and, the continued employment of our key personnel and other risks associated with competition.
Overview
The Company operates to develop artificial intelligence products that enable companies and individuals to reach their highest potential by eliminating language barriers in daily communications by providing high-quality, accurate, and efficient interpretation and translation services using natural language processing (NLP) technology. The Company’s focus is on developing a proprietary architecture that is faster and more accurate than any other company, with a commitment to providing superior quality services to its customers. The Company intends to serve a wide variety of markets and customers and will be focused on becoming a leader in the creation of pragmatic products for the interpretation and translation industry.
Basis of Presentation
Our financial statements are prepared in accordance with U.S. generally accepted accounting principles, which requires the use of estimates, assumptions, and the exercise of subjective judgment as to future uncertainties. Our financial statements have been prepared using the accounting and reporting guidance in Accounting Standards Codification Topic 946, Financial Services—Investment Companies, or ASC Topic 946.
| 20 |
Results of Operations
Revenues
The Company had revenue of $1,505,866 and $31,304 for the years ended December 31, 2025, and 2024, respectively.
The Company is in a product development stage and has generated very limited revenue in the past, primarily by providing its language translation services to a limited number of customers. The Company expects to commence generating revenue pursuant to certain contracts into which it has recently entered:
| ● | On October 8, 2024, the Company entered into an “Original Equipment Manufacture” agreement with inContact, Inc. (“inContact”), a Delaware corporation. inContact is an affiliate of NICE Ltd., a company incorporated in Israel whose shares are traded on the Tel Aviv Stock Exchange and whose American Depositary Shares are traded on the Nasdaq Global Select Market. Nice is one of the largest customer service companies in the world. Pursuant to the Agreement, inContact will distribute and sell the Company’s OEM solutions, consisting of over-the-phone consecutive AI language transaction solutions to customers and inContact will pay fees to the Company based on usage of the Company’s OEM solutions. The Agreement has an exclusivity period of eighteen months and an initial term of three years. | |
| ● | One August 22, 2024, the Company entered into a Genesys AppFoundery ISV Partner Agreement with Genesys Cloud Services, Inc. (“Genesys”), a California corporation. Genesys manages the Genesys AppFoundry, a marketplace of solutions that offers Genesys customers a curated selection of integrations and applications. The agreement governs the Company’s non-exclusive participation as an AppFoundry ISV Partner in the Genesys AppFoundry Program. The Company has agreed to pay a non-refundable revenue share to Genesys during the term of the Agreement based on a percentage of the revenue invoiced by the Company or Genesys in connection with the sale of the Company’s software through the AppFoundry marketplace. The agreement may be terminated by either party without cause upon ninety (90) days written notice to the other party. | |
| ● | On July 22, 2024, the Company entered into an Independent Software Vendor Program Agreement with Five9, Inc. (“Five9”), a Delaware corporation. Five9 is a leading provider of intelligent cloud software and applications for contact centers. Pursuant to the Agreement, Five9 granted the Company a non-exclusive, worldwide, royalty-free, non-sublicensable and non-transferable license to access the Five9 developer account with the purpose of integrating the Company’s products and services and becoming an accredited vendor under Five9’s ISV program. The Company has agreed to pay a non-refundable ISV Program participation fee to Five9 for the initial one-year term of the agreement and for each one-year renewal term thereafter. Further, each party to the Agreement may receive referral fees from the other party for the referral of prospective customers. |
The Company is currently in the “proof of concept” phase with respect to the inContact, Genesys and Five9 agreements and expects to begin generating revenue from these agreements in the near future; however, there can be no assurance that these contracts will yield the expected results or generate any revenue. In general, the Company intends to generate revenue through the following sources:
| ● | Subscription Model: The Company may offer its interpretation and translation services to customers on a subscription basis, with customers paying a monthly or annual fee to access the service. | |
| ● | Pay-Per-Use Model: The Company may generate revenue on a pay-per-use model, where customers pay for interpretation or translation services on a per-minute or per-word basis. | |
| ● | Licensing: The Company may license its proprietary NLP technology and architecture to other companies for a fee. | |
| ● | Training and Education: The Company generates revenue by offering training and education services related to interpretation and translation, such as online courses and in-person workshops. | |
| ● | Consultancy Services: The Company may generate revenue by offering consultancy services related to interpretation and translation, such as advising clients on best practices or providing customized solutions to meet their specific needs. | |
| ● | Partnerships and Collaborations: The Company may form both formal and informal relationships with other businesses or organizations to offer joint interpretation and translation services and generate revenue through a revenue-sharing agreement. |
We currently have limited customer relationships and revenue. Although we currently have multiple discussions underway, there can be no assurance of us entering into additional service agreements and business relationships.
Expenses
Operating expenses consist primarily of research and development, salaries and benefits, infrastructure and equipment, professional services and distribution and delivery.
| ● | Research and Development: Developing and maintaining the proprietary NLP technology and architecture will be a significant future expense for the Company. This will include expenses related to hiring and retaining top talent, conducting research and development, and investing in technology infrastructure and equipment. | |
| ● | Salaries and Benefits: The Company will invest in hiring and retaining additional employees to perform various functions, such as software development, customer support, sales, and administration. This will include salaries, benefits, and other employee-related expenses. | |
| ● | Infrastructure and Equipment: The Company will invest in technology infrastructure and equipment to support its software development and distribution operations. This will include expenses related to servers, software licenses, hardware, and office equipment. | |
| ● | Professional Services: Depending on the Company’s needs, it may need to engage professional services such as legal, accounting, or consulting services, which would be an expense for the Company. | |
| ● | Distribution and Delivery: The Company will need to invest in distribution and delivery methods for its products, such as software updates, shipping, or online delivery. This will include expenses related to logistics, software licensing, or server maintenance. |
| 21 |
The Company will bear all expenses of its operations, including, without limitation: (a) fees, costs and expenses of outside counsel, accountants, auditors, consultants, administrators, depositaries and other similar outside advisors and service providers with respect to the Company and its business or operations; (b) any taxes, fees or other governmental charges levied against the Company or on its income or assets or in connection with its business or operations, and preparation expense in connection with such governmental charges or to otherwise comply with applicable tax reporting obligations or any legal implementation of such regimes, but excluding any amounts to the extent that the Company has been reimbursed therefore; (c) fees, costs and expenses incurred in connection with any audit, examination, investigation or other proceeding by any taxing authority or incurred in connection with any governmental inquiry, investigation or proceeding, in each case, involving or otherwise applicable to the Company, including the amount of any judgments, settlements, remediation or fines paid in connection therewith; (d) the portion fairly allocable to the Company of fees, costs and expenses incurred in connection with legal, regulatory and tax services provided on behalf of the Company and compliance with U.S. federal, state or local law or other non-U.S. law or other law and regulation relating to the Company’s activities, reports, filings, disclosures and notices prepared in connection with the laws and/or regulations of jurisdictions in which the Company engages in activities; (e) fees, costs and expense related to the offering of Shares (including expense associated with updating the offering materials, expenses associated with printing such materials, expenses associated with subscriptions and redemptions, and travel expenses relating to the ongoing offering of Shares) or a transfer of Shares or repurchase (but only to the extent not paid or otherwise borne by the transferring Shareholder and/or assignee of the transferring Shareholder, as appliable); (f) fees, costs and expenses related to procuring, developing, implementing or maintaining information technology, data subscriptions and license-based services, product development materials, equipment and services, computer software or hardware and electronic equipment used in connection with providing services to the Company in connection with obtaining and performing research related to potential or actual product development; (g) fees, costs and expenses incurred in connection with the dissolution and liquidation of the Company; and (h) all other costs and expenses of the Company and its affiliates in connection with the business or operation of the Company.
The Company will bear any extraordinary expenses it may incur, including any litigation expenses.
Results of Operations for the Years Ended December 31, 2025 and 2024
| December 31, 2025 | December 31, 2024 | |||||||
| Revenue | $ | 1,505,866 | $ | 31,304 | ||||
| Cost of Revenue | 208,590 | - | ||||||
| Net profit | 1,297,276 | 31,304 | ||||||
| Operating expenses: | ||||||||
| Research and development | 1,178,595 | 869,899 | ||||||
| General and administrative | 2,888,343 | 2,937,425 | ||||||
| Advertising and marketing | 25,760 | 92,688 | ||||||
| Legal and professional | 687,066 | 625,957 | ||||||
| Total operating expenses | 4,779,764 | 4,525,969 | ||||||
| Loss from operations | (3,482,488 | ) | (4,521,665 | ) | ||||
| Other expense: | ||||||||
| Interest expense | (357,129 | ) | (73,890 | ) | ||||
| Total other expense | (357,129 | ) | (73,890 | ) | ||||
| Net loss | $ | (3,839,617 | ) | $ | (4,595,555 | ) | ||
| 22 |
Revenue and Cost of Revenue
Revenue for the year ended December 31, 2025 was $1,505,866 as compared to $31,304 as of December 31, 2024. Our cost of revenue for the year ended December 31, 2025 was $208,590 as compared to $0 as of December 31, 2024. The Company entered into several new sales and service contracts and began recognizing revenue from the new contracts during the year ended December 31, 2025.
Operating Expenses
Total operating expenses for the year ended December 31, 2025 were $4,779,764 as compared to $4,525,969 as of December 31, 2024. The increase in our operating expenses was primarily a result of (i) an increase in research and development expenses from $896,899 for the year ended December 31, 2024 to $1,178,595 for the year ended December 31, 2025, (ii) an increase in legal and professional expenses from $625,957 for the year ended December 31, 2024 to $687,066 for the year ended December 31, 2025, offset by (iii) decrease in general and administrative expenses from $2,937,425 for the year ended December 31, 2024 to $2,888,343 for the year ended December 31, 2025 and (iv) decrease in advertising and marketing expenses from $92,688 for the year ended December 31, 2024 to $25,760 for the year ended December 31, 2025, each of which were connected to management’s efforts to perform obligations related to new sales contracts, increased efforts to develop new products and improve new products and increased consulting fees related to the registration of the Company with the SEC.
Other Expense
Other expense was $357,129 for the year ended December 31, 2025, compared to $73,890 for the year ended December 31, 2024, an increase of $283,239. This increase was from increased interest expenses which, in turn, was attributable to increased borrowings from for the year ended December 31, 2024 to for the year ended December 31, 2025.
Net Loss
As a result of our increase in revenue and operating expenses, we had net loss of $3,839,617 for the year ended December 31, 2025 as compared to $4,595,555 for the year ended December 31, 2024.
Liquidity and Capital Resources
As of December 31, 2025, the Company had total assets of $123,780, of which $121,937 were current assets. We also had total liabilities of $4,431,863, of which $3,044,251 were current liabilities. We have incurred net losses since our inception and we anticipate net losses and negative operating cash flows for the near future and we may not be profitable or realize growth in the value of our assets. To date, our primary sources of capital have been cash generated from common stock sales and debt financing. While these sources of capital have primarily been from third party investors, they have also included loans from Mr. Rowland W. Day II, our former President and CFO.
As of December 31, 2025, the Company had not yet achieved profitable operations and expects to incur further losses in the development of its business, all of which raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management is seeking to obtain additional funds by equity financing and or related party advances, however, there is no assurance of additional funding being available. If we fail to increase our revenue, raise capital or enter into such agreements as and when needed, we may have to significantly delay, scale back or discontinue our operations or the development and commercialization of one or more of our products. Where the anticipated offering is successful, we may decide to raise additional financing, in addition to the net proceeds from this offering, to support further growth of our operations. Where the anticipated offering is unsuccessful, we expect to use proceeds from the issuance of equity, debt financings, or other capital transactions to fund our operations and satisfy our liquidity requirements.
We believe our ability to achieve commercial success and continued growth will be dependent upon our ability to sell our products and our continued access to capital either through sales of our equity or cash generated from operations. We will attempt to obtain additional capital through private investors; however, we have no agreements or understandings with third parties at this time in regard to investing additional monies.
The Company doesn’t have any plans to repurchase any of its equity or debt.
Related Parties
See “Item 13. Certain Relationships and Related Transactions, and Director Independence” for a description of certain transactions and relationships with related parties.
| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk. |
As a “smaller reporting company,” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.
| 23 |
| Item 8. | Financial Statements and Supplementary Data. |
Our financial statements for the fiscal years ended December 31, 2025 and 2024 are attached hereto.
TABLE OF CONTENTS
| Audited Financial Statements of OneMeta Inc. | Page Number | |
| Report of Independent Registered Public Accounting Firm (PCAOB ID |
F-1 | |
| Balance Sheets as of December 31, 2025 and 2024 | F-2 | |
| Statements of Operations for the years ended December 31, 2025 and 2024 | F-3 | |
| Statements of Stockholders’ Equity (Deficit) for the years ended December 31, 2025 and 2024 | F-4 | |
| Statements of Cash Flows for the years ended December 31, 2025 and 2024 | F-5 | |
| Notes to Financial Statements | F-6 |
| 24 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Shareholders of OneMeta, Inc.
Opinion on the Financial Statements
Going Concern
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the company has incurred recurring losses from operations and had not yet achieved profitable operations as of December 31, 2025 which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.
Revenue Recognition
The company generates revenue from contracts with customers. As discussed in the notes to the financial statements, managements estimate of the consideration received and recognized from its contract agreements is considered variable.
Given the intricate considerations and complexities inherent in revenue transactions, the assessment of contract revenues requires a nuanced understanding of contract terms and performance obligations therein, transaction processes, verification procedures, and valuation methodologies. As such, Auditing management’s evaluation of the accounting for contract revenues recognized involved significant judgement and subjectivity due to technological considerations and complexity of the implementation of technology within those said contracts.
We evaluated the appropriateness and accuracy of management’s assessment in relation to our understanding of the revenue contracts, evaluation of transaction processes, verification of transactions, and assessment of valuation methods.
/s/
PCAOB ID
We have served as the Company’s auditor since 2022.
April 15, 2026
| F-1 |
OneMeta Inc.
Balance Sheets
| December 31, 2025 | December 31, 2024 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Prepaid and other current assets | ||||||||
| Total current assets | ||||||||
| Noncurrent Assets: | ||||||||
| Property and equipment, net | - | |||||||
| Total noncurrent assets | - | |||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses | ||||||||
| Accrued expenses, related party | ||||||||
| Convertible notes payable | ||||||||
| Convertible notes payable, related party | - | |||||||
| Promissory notes payable, net | - | |||||||
| Senior secured promissory notes, related party | - | |||||||
| Deferred revenue | ||||||||
| Total current liabilities | ||||||||
| Noncurrent Liabilities: | ||||||||
| Convertible notes payable, net of current portion and discount | - | |||||||
| Total noncurrent liabilities | - | |||||||
| Total liabilities | ||||||||
| STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Preferred stock, $ | - | - | ||||||
| Series A preferred stock, $ | ||||||||
| Series B-1 convertible preferred stock, $ | ||||||||
| Preferred stock, value | ||||||||
| Common stock, $ | ||||||||
| Common stock liability | - | |||||||
| Additional paid in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity (deficit) | ( | ) | ( | ) | ||||
| Total liabilities and stockholders’ equity (deficit) | $ | $ | ||||||
The accompanying notes are an integral part of these financial statements.
| F-2 |
OneMeta Inc.
Statements of Operations
For the years ended December 31, 2025 and 2024
| December 31, 2025 | December 31, 2024 | |||||||
| Revenue | $ | $ | ||||||
| Cost of revenue | - | |||||||
| Gross profit | ||||||||
| Operating expenses: | ||||||||
| Research and development | ||||||||
| General and administrative | ||||||||
| Advertising and marketing | ||||||||
| Legal and professional | ||||||||
| Total operating expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other expense: | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Total other expense | ( | ) | ( | ) | ||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Deemed dividend | ||||||||
| Common stock dividend | - | ( | ) | |||||
| Net loss available to common shareholders | $ | ( | ) | $ | ( | ) | ||
| Net loss per common share: | ||||||||
| Basic | $ | ( | ) | $ | ( | ) | ||
| Diluted | $ | ( | ) | $ | ( | ) | ||
| Weighted average common shares outstanding: | ||||||||
| Basic | ||||||||
| Diluted | ||||||||
The accompanying notes are an integral part of these financial statements.
| F-3 |
OneMeta Inc.
Statements of Changes in Stockholders’ Equity (Deficit)
For the years ended December 31, 2025 and 2024
Series A Preferred Stock | Series B-1 Convertible Preferred Stock | Common Stock | Common Stock | Additional paid-in | Accumulated | |||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | liability | capital | Deficit | Total | |||||||||||||||||||||||||||||||
| Balance, December 31, 2023 | - | ( | ) | |||||||||||||||||||||||||||||||||||||
| Common shares issued for cash | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||
| Stock based compensation | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||
| Deemed dividend | - | - | - | - | - | ( | ) | - | ||||||||||||||||||||||||||||||||
| Contributed capital | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||
| Imputed interest | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | - | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||
| Common shares issued for cash | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||
| Common shares issued for service | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||
| Stock based compensation | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||
| Imputed interest | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||
| Relative fair value of warrants issued with convertible debt | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||
| Common shares liability | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Balance, December 31, 2025 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||
The accompanying notes are an integral part of these financial statements.
| F-4 |
OneMeta Inc.
Statements of Cash Flows
For the years ended December 31, 2025 and 2024
| December 31, 2025 | December 31, 2024 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustment to reconcile net loss to cash used in operating activities: | ||||||||
| Imputed interest | ||||||||
| Stock based compensation | ||||||||
| Common stock liability | - | |||||||
| Amortization expense | - | |||||||
| Depreciation expense | - | |||||||
| Net change in: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Prepaid and other current assets | ( | ) | ( | ) | ||||
| Accounts payable | ||||||||
| Accrued expenses | ||||||||
| Accrued expenses, related party | ( | ) | ( | ) | ||||
| Deferred revenue | ( | ) | ||||||
| CASH FLOWS USED IN OPERATING ACTIVITIES | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Purchase of property and equipment | ( | ) | - | |||||
| CASH FLOWS USED IN INVESTING ACTIVITIES | ( | ) | - | |||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Repayment of related party note | - | ( | ) | |||||
| Proceeds from senior secured promissory notes, related party | ||||||||
| Payments of senior secured notes payable, related party | ( | ) | ( | ) | ||||
| Proceeds from convertible notes | ||||||||
| Proceeds from convertible notes, related party | - | |||||||
| Proceeds from senior secured promissory notes | - | |||||||
| Repayment of senior secured promissory notes | ( | ) | - | |||||
| Proceeds from related party advances | - | |||||||
| Payment of related party advances | - | ( | ) | |||||
| Proceeds from issuance of common shares | ||||||||
| CASH FLOWS PROVIDED BY FINANCING ACTIVITIES | ||||||||
| NET CHANGE IN CASH | ( | ) | ( | ) | ||||
| Cash, beginning of period | ||||||||
| Cash, end of period | $ | $ | ||||||
| SUPPLEMENTAL CASH FLOW INFORMATION | ||||||||
| Cash paid on interest expense | $ | $ | ||||||
| Cash paid for income taxes | $ | - | $ | - | ||||
| NON-CASH TRANSACTIONS | ||||||||
| Expenses paid on the Company’s behalf | $ | $ | ||||||
| Deemed dividend | $ | - | $ | |||||
| Relative fair value of warrants issued with convertible debt | $ | $ | - | |||||
| Contributed capital | $ | - | $ | |||||
The accompanying notes are an integral part of these financial statements.
| F-5 |
OneMeta Inc.
Notes to the Financial Statements
Note 1. Basis of Presentation
The accompanying audited financial statements of OneMeta Inc. (“we”, “our”, “OneMeta” or the “Company”) have been prepared in accordance with generally accepted accounting principles in the United States of America and the rules of the Securities and Exchange Commission (“SEC”). The Company’s fiscal year end is December 31.
OneMeta was originally incorporated as Promotions on Wheels Holdings, Inc., a Nevada corporation, on July 3, 2006. On December 26, 2008, the name of the Company was changed to Blindspot Alert, Inc. On September 11, 2009, the Company’s name was changed to WebSafety, Inc. On March 23, 2021, the Company’s name was changed to VeriDetx Corp. On June 8, 2021, the Company’s name was changed to WebSafety, Inc. On July 10, 2022, the Company’s name was changed to OneMeta AI. On June 20, 2023, the Company’s name was changed to OneMeta Inc.
Note 2. Summary of Significant Accounting Policies
Use of Estimates
In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates in the accompanying financial statements involving the valuation of stock-based compensation, fair value measurement and long-term customer contracts.
Cash and Cash Equivalents
Cash equivalents include all highly liquid investments with original maturities of three months or less.
Accounts Receivable
Accounts
receivables are comprised of unsecured amounts due from customers. The Company carries its accounts receivable at their face amounts less
an allowance for credit losses. The allowance for credit losses is recognized based on management’s estimate of likely losses per
year, past experience, review of customer profiles and the aging of receivable balances. As of December 31, 2025 and 2024, there was
$
Property and Equipment
Property and equipment are valued at cost. Additions are capitalized and maintenance and repairs are charged to expense as incurred. Depreciation is provided using the straight-line method over the estimated useful lives of the assets as follows:
Schedule of Property and Equipment
| Estimated | ||
| Category | Useful Lives | |
| Computer Equipment |
Intangible Assets, and Long-Lived Assets
The Company evaluates its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of a long-lived asset is measured by comparison of the carrying amount to the expected future undiscounted cash flows that the asset is expected to generate. Any impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value.
| F-6 |
Related Parties
The Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions.
Fair Value of Financial Instruments
The Company’s financial instruments consist primarily of cash and accounts payable. The carrying values of these financial instruments approximate their respective fair values as they are short-term in nature or carry interest rates that approximate market rates.
Revenue Recognition
The Company recognizes revenue in accordance with ASC Topic 606, Revenue From Contracts With Customers. Revenues are recognized when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration the Company expects to be entitled to in exchange for transferring those goods or services. Revenue is recognized based on the following five step model:
| ● | Identification of the contract with a customer |
| ● | Identification of the performance obligations in the contract |
| ● | Determination of the transaction price |
| ● | Allocation of the transaction price to the performance obligations in the contract |
| ● | Recognition of revenue when, or as, the Company satisfies a performance obligation |
Subscription and license
We enter into revenue arrangements in which a customer may purchase a combination of subscriptions, consulting services, training and education. Fully hosted subscription services (“SaaS”) allow customers to access hosted software during the contractual term without taking possession of the software.
We recognize revenue ratably over the contractual service term for hosted services that are priced based on a committed number of transactions where the delivery and consumption of the benefit of the services occur evenly over time, beginning on the date the services associated with the committed transactions are first made available to the customer and continuing through the end of the contractual service term. Over-usage fees and fees based on the actual number of transactions are billed in accordance with contract terms as these fees are incurred and are included in the transaction price of an arrangement as variable consideration. Revenue based on per-minute or per-word basis, where invoicing is aligned to the pattern of performance, customer benefit and consumption, are typically accounted for utilizing the “as-invoiced” practical expedient. Revenue for subscriptions sold as a fee per period is recognized ratably over the contractual term as the customer simultaneously receives and consumes the benefit of the underlying service.
Licenses for software may be purchased as a subscription for a fixed period of time or based on usage. Revenue from licenses is recognized at the point in time the software is available to the customer, provided all other revenue recognition criteria are met, and classified as revenue on our Statements of Operations. Our interpretation or translation services fees are based on a per-minute or per-word basis, are typically accounted for utilizing the “as-invoiced” practical expedient.
Our services are comprised primarily of fees related to training, and education for certain licenses that are recognized at a point in time. Training and education revenues are recognized as the services are performed.
| F-7 |
OEM solution
The Company provides Over-the-phone, consecutive AI Translation Service (“VerbumCall SDK”) that uses WebSocket connections to provide an AI service designed to facilitate effortless communication across languages within the platforms. This product leverages advanced AI capabilities to provide consecutive audio translation, ensuring that both patrons and agents experience conversations without the need for additional steps or complicated setups.
The Company has multiple performance obligations in the customer contract with inContact. The Company is to generate revenue through the following sources: sale of OEM Solution software and professional services, which consist of implementation, configuration, custom development, optimization, training and technical support services of the OEM Solution.
VerbumAgentis
On
March 31, 2025, the Company entered into a reseller and distribution agreement to provide software development kit (SDK) to the reseller
to use and/or resell to their customers. The Company will provide the reseller with a VerbumAgentis communication platform and an encryption
key to install on their computer system and servers. In return, the reseller is to pay an initial one-time paid-up fee of $
VerbumAgentis is a standalone communication platform with core capabilities such as chat-based interaction, transcription, and multilingual simultaneous interpretation for voice-to-voice customer interactions. It includes real-time bidirectional communication and integrations. While live translation leverages underlying language models (SDK), the core platform delivers independent value even without SDK execution for each interaction.
VerbumAgentis is installed on client’s servers that they control. The Company is to deliver and install the VerbumAgentis platform on the customers’ server and provide translation services on an as requested basis by the end customers. The customer benefits from the VerbumAgentis platform as a standalone system once installed on their infrastructure. Further, the translation services and other per usage items outlined in the contract are obligations that arise when those services are initiated by the customer.
Disaggregation of revenues
The Company disaggregates revenue between subscription and license revenue and training and education revenue.
Schedule of Disaggregation of Revenue
| December 31, 2025 | December 31, 2024 | |||||||
| For the Years Ended | ||||||||
| December 31, 2025 | December 31, 2024 | |||||||
| Subscription, license and software revenue | $ | $ | ||||||
| Professional Services | ||||||||
| OEM Solution | - | |||||||
| Total Revenue | $ | $ | ||||||
Deferred Revenue
Deferred
revenue includes service and support contracts and represents the undelivered performance obligation of agreements that are typically
for one year or less. On October 8, 2024, the Company entered into an OEM Agreement to provide OEM Solutions hosting consisting of over-the-phone
consecutive AI language translation solutions. Upon execution of the agreement, the Company received $
| F-8 |
During
the year ended December 31, 2025, the Company recognized additional $
Stock-Based Compensation
All stock-based awards to employees and non-employee contractors, including any grants of stock and stock options, are measured at fair value at the grant date and recognized over the relevant vesting period in accordance with the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718. Stock based awards to non-employees are recognized as a selling, general and administrative expense over the period of performance. Such awards are measured at fair value at the date of grant. In addition, for awards that vest immediately, the awards are measured at fair value and recognized in full at the grant date.
Basic and Diluted Loss Per Share
Basic
loss per common share is computed by dividing the net loss available to common shareholders by the weighted-average number of common
shares outstanding during the period. Diluted loss per common share is determined by using the weighted-average number of common shares
outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, the
weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive.
As of December 31, 2025, the Company’s potentially dilutive shares, which were not included in the calculation of net loss per
share, included warrants to purchase
Segments Reporting
The Company manages its operations as a single segment for the purpose of assessing performance and making operating decisions. The Company’s Chief Operating Decision Maker (“CODM”) is its Chief Executive Officer. The CODM allocates resources and evaluates the performance of the Company using information about combined net income from operations. All significant operating decisions are based upon an analysis of the Company as one operating segment, which is the same as its reporting segment.
Recent Accounting Pronouncements
Income Taxes
In December 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires enhanced disclosures surrounding income taxes, particularly related to rate reconciliation and income taxes paid information. In particular, on an annual basis, companies will be required to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. Companies will also be required to disclose, on an annual basis, the amount of income taxes paid, disaggregated by federal, state, and foreign taxes, and also disaggregated by individual jurisdictions above a quantitative threshold. The standard is effective for the Company for annual periods beginning January 1, 2025 on a prospective basis, with retrospective application permitted for all prior periods presented. We adopted ASU No. 2023-09 during the year ended December 31, 2025, which had no material impact on the Company’s financial statements.
| F-9 |
Disaggregation of Income Statement Expenses
In November 2024, the FASB issued Accounting Standards Update No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) (“ASU 2024-03”). ASU 2024-03 requires specified information about certain costs and expenses be disclosed in the notes to the financial statements, including the expense caption on the face of the income statement in which they are disclosed, in addition to a qualitative description of remaining amounts not separately disaggregated. Entities will also be required to disclose their definition of “selling expenses” and the total amount in each annual period. The standard is effective for the Company for annual periods beginning January 1, 2027 and for interim periods beginning January 1, 2028, with updates applied either prospectively or retrospectively. Early adoption is permitted. The Company is currently evaluating the impact of this guidance on its disclosures.
Credit Losses
In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides updates related to CECL guidance for certain short-term receivables. The ASU is effective for fiscal years beginning after December 15, 2025. The Company is currently evaluating the impact of this guidance on its disclosures.
Note 3. Going Concern
These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. As of December 31, 2025, the Company had not yet achieved profitable operations and expects to incur further losses in the development of its business, all of which raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. The Company is actively seeking funding through debt and equity offerings. Management cannot be certain that such events or a combination thereof can be achieved.
Note 4. Related Party Transactions
Expense paid on the Company’s behalf
During
the years ended December 31, 2025 and 2024, Mr. Day, a significant shareholder and former President and CFO, paid $
Accrued salary and interest
As
of December 31, 2025, the accrued related party salary and accrued interest expense was $
Senior secured notes payable
On
May 10, 2024, the Company (the “Grantor”) entered into a secured promissory note payable for $
| F-10 |
On
June 12, 2024, the Company (the “Grantor”) entered into a secured promissory note payable for $
On
August 12, 2024, the Company (the “Grantor”) entered into a secured promissory note payable for $
On
August 27, 2024, the Company (the “Grantor”) entered into a secured promissory note payable for $
On
September 26, 2024, the Company (the “Grantor”) entered into a secured promissory note payable for $
On
October 14, 2024, the Company (the “Grantor”) entered into a secured promissory note payable for $
| F-11 |
On
January 28, 2025, the Company (the “Grantor”) entered into a secured promissory note payable for $
On
March 21, 2025, the Company (the “Grantor”) entered into a secured promissory note payable for $
On
May 13, 2025, the Company (the “Grantor”) entered into a secured promissory note payable for $
On
June 25, 2025, Rowland Day paid $
On
July 3, 2025, the Company (the “Grantor”) entered into a secured promissory note payable for $
On
July 10, 2025, the Company (the “Grantor”) entered into a secured promissory note payable for $
On
November 26, 2024, the Company (the “Grantor”) entered into a secured promissory note payable for $
For all of the secured promissory notes payable with the Lender, to secure the prompt and complete payment of all secured obligations, for value received and pursuant to the notes, the Grantor hereby grants, assigns and transfers to the Lender a security interest in and to all of the Grantor’s assets. At the time any Collateral becomes subject to a security interest of the Lender hereunder, unless the Lender shall otherwise consent, the Grantor shall be deemed to have represented and warranted that (a) the Grantor is the lawful owner of such Collateral or has the power to transfer the Collateral and have the right and authority to subject the same to the security interest of the Lender.
As
of December 31, 2025 and 2024, the related party senior secured promissory notes payable principal balance was $
| F-12 |
Settlement Agreement
Effective
October 31, 2025, Rowland W. Day II resigned from his positions as President, Chief Financial Officer, Secretary, Chief Legal
Officer, and as a member of the Board of Directors of the Company. In connection with his resignation, the Company made payments to
Mr. Day in the amount of $
Convertible notes payable
During
the year ended December 31, 2025, the Company issued
The
Company calculated imputed interest of $
The
convertible notes matured and became convertible during the year ended December 31, 2025. The Company evaluated the conversion feature
and determined that, since the conversion price is fixed, no embedded derivative liability existed as of December 31, 2025. As of December
31, 2025, the matured convertible notes would potentially be converted into
Schedule of Convertible Notes Payable Related Party
| December 25, 2025 | December 25, 2024 | |||||||
| For the Years Ended | ||||||||
| December 25, 2025 | December 25, 2024 | |||||||
| Convertible notes payable, relate party | $ | $ | - | |||||
| Total convertible notes payable, relate party | - | |||||||
| Less: current portion | ( | ) | - | |||||
| Long term convertible notes payable, relate party, net of current | $ | - | $ | - | ||||
Note 5. Convertible Notes Payable
In
December 2024, the Company issued convertible notes payable to three investors in exchange for $
| F-13 |
The
Company calculated imputed interest of $
All
convertible notes matured and became convertible during the year ended December 31, 2025. The Company evaluated the conversion feature
and determined that, since the conversion price is fixed, no embedded derivative liability existed as of December 31, 2025. As of December
31, 2025, the matured convertible notes would potentially be converted into
On
November 3, 2025, the Company entered into a Convertible Notes Agreement and a Warrant Purchase Agreements (the “Purchase Agreements”),
dated as of October 31, 2025, with two investors (the “Holders”) for their purchase of (i)
The
warrants had a relative fair value of $
Schedule of Convertible Notes Payable
| 2025 | 2024 | |||||||
| For the Years Ended | ||||||||
| December 25, 2025 | December 25, 2024 | |||||||
| Convertible notes payable | $ | $ | ||||||
| Total convertible notes payable | ||||||||
| Less: current portion | ( | ) | ( | ) | ||||
| Long term convertible notes payable, net of current | $ | $ | - | |||||
Note 6. Promissory Notes
On
September 11, 2025, the Company entered into a Promissory Note for a principal amount of $
The
Company recognized amortization on the debt discount of $
On
October 13, 2025, the Company entered into a Promissory Note for a principal amount of $
| F-14 |
The
Company repaid $
Schedule of Promissory Notes Payable Related Party
| For the Years Ended | ||||||||
| December 25, 2025 | December 25, 2024 | |||||||
| Promissory notes payable, net | $ | $ | - | |||||
| Total Promissory notes payable, net | - | |||||||
| Less: current portion | ( | ) | - | |||||
| Long term Promissory notes payable, net of current | $ | - | $ | - | ||||
As of December 31, 2025, the Company
had unamortized debt discount of $
Note 7. Equity
The
Company is currently authorized to issue up to
On
May 1, 2023, the Company amended their articles of incorporation to increase the authorized B-1 preferred shares to
Common Stock
2025
On
April 1, 2025, the Company issued
On
April 17, 2025, the Company issued
2024
During
the year ended December 31, 2024, the Company issued
On
November 25, 2024, the Company issued
On
November 25, 2024, the Board approved the issuance of additional
Preferred Stock
Under
our Articles of Incorporation, we are authorized to issue up to
Series A Preferred Stock
The
Series A Preferred Stock has liquidation and dividend preferences.
Series B-1 Preferred Stock
The
Series B -1 Preferred Stock (“Series B-1”) has liquidation and dividend preferences.
| F-15 |
Common Stock Liability
During
the year ended December 31, 2025, the Company granted the issuance of
On December 1, 2024, the Company
granted the issuance of
On
August 1, 2025, the Company entered into a consultant agreement where the consultant will receive
On
August 1, 2025, the Company entered into a consultant agreement where the consultant will receive
On
October 1, 2025, the Company granted the issuance of
On
November 10, 2025, the Company entered into a service agreement where the Company will grant the issuance of
On
December 12, 2025, the Company granted the issuance of
As
of December 31, 2025, the total common stock liability was
| F-16 |
Stock Warrants
During
the year ended December 31, 2025, the Company issued
Schedule of Fair Value of Warrants Was Estimated Using a Black-Scholes Model
| Year Ended | ||||
| December 31, 2025 | ||||
| Fair value of common stock on measurement date | $ | |||
| Risk free interest rate (1) | % | |||
| Volatility (2) | % | |||
| Dividend yield (3) | % | |||
| Expected term (in years) | ||||
| (1) | |
| (2) | |
| (3) |
The following table summarizes the stock warrant activity for the years ended December 31, 2025 and 2024:
Schedule of Warrant Outstanding
| Warrants | Weighted-Average Exercise Price Per Share | |||||||
| Outstanding, December 31, 2023 | $ | |||||||
| Granted | – | – | ||||||
| Exercised | – | – | ||||||
| Forfeited | – | – | ||||||
| Expired | – | – | ||||||
| Outstanding, December 31, 2024 | ||||||||
| Granted | ||||||||
| Exercised | – | – | ||||||
| Forfeited | – | – | ||||||
| Expired | – | – | ||||||
| Outstanding, December 31, 2025 | $ | |||||||
As
of December 31, 2025, the outstanding and exercisable warrants have a weighted average remaining term of
Stock Options
2025
On
December 12, 2025, the board of directors approved the issuance of
2024
On
January 24, 2024, the board of directors approved the issuance of
| F-17 |
On
August 5, 2024, the board of directors approved the issuance of
On
August 19, 2024, the board of directors approved the issuance of
On
October 29, 2024, the board of directors approved the issuance of
On
November 26, 2024, the Company amended the October 29, 2024 option issuance to change the exercise price to $
The following table summarizes the stock option activity for the years ended December 31, 2025 and 2024:
Schedule of Stock Options
| Options | Weighted-Average Exercise Price Per Share | |||||||
| Outstanding, December 31, 2023 | $ | |||||||
| Granted | ||||||||
| Exercised | – | – | ||||||
| Forfeited | ( | ) | ||||||
| Expired | – | – | ||||||
| Outstanding, December 31, 2024 | ||||||||
| Granted | ||||||||
| Exercised | – | – | ||||||
| Forfeited | – | – | ||||||
| Expired | – | – | ||||||
| Outstanding, December 31, 2025 | $ | |||||||
| Exercisable, December 31, 2025 | $ | |||||||
| F-18 |
During
the year ended December 31, 2025, the Company recognized $
Note 8: Commitments and Obligations
In
December 2024, The Company entered into employment agreements with Mr. Leal and Mr. Day, each of which will become effective as of the
effective date of the registration statement on Form S-1 in connection with the Company’s planned public offering of its shares.
Pursuant to the employment agreements, Mr. Day has agreed to serve as President, Chief Financial Officer, Secretary, Chief Legal Officer
and Chairman of the Board of the Company and Mr. Leal has agreed to serve as Chief Executive Officer and as a Director for five years
from the effective date in consideration for an annualized salary of $
Effective
October 31, 2025, Rowland W. Day II resigned from his positions as President, Chief Financial Officer, Secretary, Chief Legal
Officer, and as a member of the Board of Directors of the Company. On October 31, 2025, the Company entered into (i) a Confidential
General Release and Settlement Agreement with Rowland W. Day II, the Company’s former President, Chief Financial Officer,
Secretary, Chief Legal Officer, and a member of the Board of Directors (the “Settlement Agreement”), and (ii) a related
Stock Repurchase Agreement with the Rowland W. Day II and Jaimie D. Day Family Trust under declaration dated April 13, 1990 (the
“Stock Repurchase Agreement” and together with the Settlement Agreement, the “Agreements”). The Agreements
were approved by the Company’s Board of Directors on November 3, 2025. In connection with his resignation, the Company agreed
to enter into a Stock Repurchase Agreement providing for repurchase by the Company from the Trust of
On July 22, 2024, the Company entered into an Independent Software Vendor Program Agreement (the “Agreement”) with Five9, Inc. (“Five9”), a Delaware corporation. Five9 is a leading provider of intelligent cloud software and applications for contact centers. Pursuant to the Agreement, Five9 granted the Company a non-exclusive, worldwide, royalty-free, non-sublicensable and non-transferable license to access the Five9 developer account with the purpose of integrating the Company’s products and services and becoming an accredited vendor under Five9’s ISV program. The Company has agreed to pay a non-refundable ISV Program participation fee to Five9 for the initial one-year term of the Agreement and for each one-year renewal term thereafter. Further, each party to the Agreement may receive referral fees from the other party for the referral of prospective customers.
One August 22, 2024, the Company entered into a Genesys AppFoundery ISV Partner Agreement with Genesys Cloud Services, Inc. (“Genesys”), a California corporation. Genesys manages the Genesys AppFoundry, a marketplace of solutions that offers Genesys customers a curated selection of integrations and applications. The agreement governs the Company’s non-exclusive participation as an AppFoundry ISV Partner in the Genesys AppFoundry Program. The Company has agreed to pay a non-refundable revenue share to Genesys during the term of the Agreement based on a percentage of the revenue invoiced by the Company or Genesys in connection with the sale of the Company’s software through the AppFoundry marketplace. The agreement may be terminated by either party without cause upon ninety (90) days written notice to the other party.
| F-19 |
On
October 8, 2024, the Company entered into an OEM Agreement (the “Agreement”) with inContact, Inc. (“inContact”),
a Delaware corporation. inContact is an affiliate of NICE Ltd., a company incorporated in Israel, whose shares are traded on the Tel
Aviv Stock Exchange and whose American Depositary Shares are traded on the Nasdaq Global Select Market. NICE is one of the largest customer
service companies in the world. Pursuant to the Agreement, inContact will distribute and sell the Company’s OEM solutions, consisting
of over-the-phone consecutive AI language translation solutions to customers and inContact will pay fees to the Company based on usage
of the Company’s OEM solutions. The agreement has an initial term of three years and will automatically renew for additional periods
of one year. Additionally, the Company will continue to provide support to NICE for a period of five years following termination or expiration
of the agreement. The agreement also has an exclusivity period of eighteen months. During the exclusivity period, NICE shall not develop
or make its own native over-the-phone consecutive AI language translation solution, nor shall NICE OEM a competitive over-the-phone consecutive
AI language translation solution, where such solution is embedded within the NICE Product. Upon execution of the agreement, the Company
received $
Note 9. Income Tax
The Company is subject to United States federal income taxes at an approximate rate of 21%. The reconciliation of the provision for income taxes at the United States federal statutory rate compared to the Company’s income tax expense as reported is as follows:
Schedule of Income Tax Rate Reconciliation
| Year Ended | Year Ended | |||||||
| December 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Income tax benefit computed at the statutory rate | $ | $ | ||||||
| Tax effect of: | ||||||||
| True-up and non-deductible expenses | ( | ) | ( | |||||
| Change in valuation allowance | ( | ) | ( | ) | ||||
| Provision for income taxes | $ | – | $ | – | ||||
The Company adopted ASC 2023-09 during the year ended December 31, 2025 prospectively. A reconciliation setting forth the differences between the effective tax rates and the U.S. federal statutory tax rate is as follows:
| Amount | Rate | |||||||
| Year Ended December 31, 2025 | ||||||||
| Amount | Rate | |||||||
| US federal statutory tax rate | $ | % | ||||||
| Changes in valuation allowances | ( | ) | - | % | ||||
| Non-taxable or non-deductible items | ( | ) | - | % | ||||
| Effective income tax rate | $ | – | % | |||||
Significant components of the Company’s deferred tax assets and liabilities after applying enacted corporate income tax rates are as follows:
Schedule of Deferred Tax Assets and Liabilities
| As of | As of | |||||||
| December 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Deferred income tax assets | ||||||||
| Net operating losses | $ | $ | ||||||
| Valuation allowance | ( | ) | ( | ) | ||||
| Net deferred income tax assets | $ | – | $ | – | ||||
| F-20 |
As
of December 31, 2025, the Company currently has net operating loss carry forwards of approximately $
Note 10. Subsequent Events
On
December 16, 2025, the Company issued
On
January 27, 2026, the Company entered into a promissory note agreement for $
On
February 2, 2026, the Company’s Chief Executive Officer advanced the Company $
On February 3, 2026, the Company entered into a stock
purchase agreement for the issuance of
Pursuant
to the October 31, 2025 note and warrant purchase agreements, on February 11, 2026, the Company entered into two and amendment to the
note and warrant purchase agreements where the lenders loaned an additional $
On
March 9, 2026, the board of directors approved the issuance of
On
March 20, 2026, the Company entered into a stock purchase agreement for the issuance of
On
March 23, 2026, the Company entered into a stock purchase agreement for the issuance of
On
March 26, 2026, the Company entered Secured Promissory Note Agreements with two investors for their purchase of (i)
On
April 8, 2026, the Company entered into a Master Reseller Agreement for an initial term of three-years. Upon execution of the agreement,
the Company received $
On March 26, 2026, the Company entered into an
amendment to the Stock Repurchase Agreement pursuant to which the Expiration Date was extended to April 10, 2026. As part of the
extension of the settlement date, the Company is to pay an additional $
| F-21 |
| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. |
None.
| Item 9A. | Evaluation of Disclosure Controls and Procedures. |
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management to allow timely decisions regarding required disclosure.
As required by paragraph (b) of Rules 13a-15 or 15d-15 under the Exchange Act, our management, with the participation of our chief executive officer (our principal executive officer) and our chief financial officer (our principal financial officer and principal accounting officer) evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this annual report, being December 31, 2025.
Based on this evaluation, these officers concluded that, as of December 31, 2025 these disclosure controls and procedures were not effective to ensure that the information required to be disclosed by our company in reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities Exchange Commission. The conclusion that our disclosure controls and procedures were not effective was due to Company’s lack of pre-planning for expenses and documentation of all transactions.
The Company has only recently become subject to the periodic reporting requirements of the Exchange Act. We must design our disclosure controls and procedures to reasonably assure that information we must disclose in reports we file or submit under the Exchange Act is accumulated and communicated to management, and recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. We believe that any disclosure controls and procedures or internal controls and procedures, no matter how well-conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. For example, our directors or executive officers could inadvertently fail to disclose a new relationship or arrangement causing us to fail to make a required related party transaction disclosure. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by an unauthorized override of the controls. Accordingly, because of the inherent limitations in our control system, misstatements due to error or fraud may occur and not be detected.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. The term “internal control over financial reporting” is defined as a process designed by, or under the supervision of, an issuer’s principal executive and principal financial officers, or persons performing similar functions, and effected by the issuer’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:
| (1) | Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer; and | |
| (2) | provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the issuer. |
Under the supervision of our chief executive officer, being our principal executive officer, and our chief financial officer, being our principal financial officer and principal accounting officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2025 using the criteria established in Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation. Based on this evaluation, our management concluded our internal control over financial reporting were not effective as of December 31, 2025.
| 25 |
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a more than remote possibility that a misstatement of our company’s annual or interim financial statements could occur. In its assessment of the effectiveness of our internal control over financial reporting as of December 31, 2025, we determined that there were control deficiencies that constituted material weaknesses which are indicative of many small companies with small staff, such as:
(1) inadequate segregation of duties and effective risk assessment;
(2) insufficient written policies and procedures for documenting all transactions with vendors;
(3) insufficient written policies and procedure for the approval, identification and reporting of related-party transactions;
(4) inadequate internal control procedures over financial reporting, resulting in non-reliance on previously issued financial statements; and
(5) inadequate written policies and procedures for documenting informal agreements.
Our management is currently evaluating remediation plans for the above deficiencies. During the period covered by this annual report on Form 10-K, we have been able to remediate some of the weaknesses described above. However, we plan to take steps to enhance and improve the design of our internal control over financial reporting.
| Item 9B. | Other Information. |
During
the Company’s fourth quarter, no director or officer
| Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. |
Not applicable.
| 26 |
PART III
| Item 10. | Directors, Executive Officers and Corporate Governance |
The following table sets forth certain information of our officers and directors, as of December 31, 2025.
| Name | Age | Position | ||
| Executive Officers | ||||
| Saul I. Leal | 43 | Chief Executive Officer, Director | ||
| Roy Chestnutt | 66 | Independent Director |
Our executive officers are appointed by, and serve at the discretion of, our board of directors and each holds office until his or her successor is duly elected and qualified or until his or her earlier resignation or removal. There are no family relationships among any of our directors or executive officers.
The following are biographical summaries of the experience of our directors and executive officers:
Saul I. Leal—Chief Executive Officer and Director. Saul joined the Company in August 2022. Mr. Leal holds a degree in Systems Engineering from Military University UNEFA in Venezuela, a master’s degree in business from The Marriott School of Business, cum laude, Executive Education in Marketing from the Kellogg School of Management, and Advance Statistics Executive Education from Stanford University. Mr. Leal’s experience includes the following:
| ● | From 2006 to 2007, Mr. Leal worked at Deloitte & Touche. | |
| ● | From 2007 to 2014, Mr. Leal worked as Station Manager at BYU Broadcasting, where he developed viable businesses in more than 20 countries, built products that have been distributed to over 55 million cell phones and approximately 39 million pay TV viewers, and translated over 15,000 hours of content into multiple languages. | |
| ● | From 2014 to 2021, Mr. Leal served as General Manager and Director of Global Initiatives at Deseret Management Corporation. Mr. Leal led the development of one of the largest digital publishers achieving more than 256 million social media follows and over 4 billion monthly impressions. | |
| ● | In 2021, Mr. Leal founded Metalanguage, an artificial intelligence architecture using the latest NLP and LLM technology to provide pragmatic, user-centric solutions to the interpretation and behavioral industry. | |
| ● | Mr. Leal has served on multiple advisory boards, including Oracle Cloud USA CAB, Ad Council, Leadership Council, and The Leonardo, Museum of Creativity & Innovation. | |
| ● | During his career, Mr. Leal earned 27 nominations and 9 regional Emmys. |
| 27 |
Non-Employee Directors
Roy Chestnutt—Independent Director. Mr. Chestnutt has been a member of our Board of Directors since January 2024. He is also a member of our audit committee. He is the former Executive Vice President and Chief Strategy Officer for Verizon. He brings a remarkable 30+ year track record of experience in operations, corporate strategy, business development, joint ventures, and strategic investments.
Mr. Chestnutt is currently on the Board of Directors of Telstra-Australia, a leading telecommunications and technology company, Tillman Global Holdings, and Digital Turbine. Additionally, he serves as a Senior Advisor for Alvarez and Marsal Holdings, LLC. Previously Mr. Chestnutt served as a director of Intelsat, a director of Saudi Telecom, as a Senior Advisor to Blackstone, Accenture Luminaries Board of Advisors, FTI/Delta Partners Board of Advisors and served on the Board of Directors of Global System for Mobile Communications Association (“GSMA”), which is comprised of numerous mobile carriers from around the world and over 400 companies involved in the mobile ecosystem.
Non-Employee Director Compensation
Non-Employee Director Compensation Policy
We believe that equity compensation is appropriate to attract and retain the individuals we desire to serve on our board of directors and that this approach is comparable to the policies of our peers. We further believe that it is appropriate to provide equity compensation to our non-employee directors to align their long-term interests with those of the Company and our stockholders.
Upon joining the Company in January 2024, we awarded Mr. Chestnutt options to purchase 750,000 shares vesting over a four year period and with an exercise price of $0.51.
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires our directors and executive officers and persons who own more than 10% of our common stock to file with the SEC initial reports of beneficial ownership and reports of changes in beneficial ownership. Officers, directors, and stockholders who own more than 10% of our Class A common stock are required by SEC regulations to furnish us with copies of all such reports.
To our knowledge, based solely on a review of the copies of such reports furnished to us and written representations that no other reports were required, we believe that for fiscal year 2025 all required reports were filed on a timely basis under Section 16(a), other than one initial report for each of Saul Leal, Rowland Day and Thomas Hogan. We are working to remedy these delinquent filings.
| 28 |
| Item 11. | Executive Compensation |
The following table provides details with respect to the total compensation of our NEOs during the fiscal years ended December 31, 2025 and 2024. Our NEOs are (a) each person who served as our Chief Executive Officer during 2025, (b) the next two most highly compensated executive officers serving as of December 31, 2025 whose total compensation exceeded $100,000 and (c) any person who could have been included under (b) except for the fact that such persons were not an executive officer on December 31, 2025.
Summary Compensation Table
| Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($) | Restricted Stock Awards ($) | Option Awards ($) | Non Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | ||||||||||||||||||||||||||||||
| Rowland W. Day, II (Former President, Chief Financial Officer, Secretary and Chairman of the Board)(1) | 2025 | 240,000 | - | - | - | - | - | - | - | 240,000 | ||||||||||||||||||||||||||||||
| 2024 | 240,000 | - | - | - | - | - | - | - | 240,000 | |||||||||||||||||||||||||||||||
| Saul I. Leal (Chief Executive Officer and Director) | 2025 | 240,000 | - | - | - | - | - | - | - | 240,000 | ||||||||||||||||||||||||||||||
| 2024 | 240,000 | - | - | - | - | - | - | - | 240,000 | |||||||||||||||||||||||||||||||
(1) Effective October 31, 2025, Rowland W. Day II resigned from his positions as President, Chief Financial Officer, Secretary, Chief Legal Officer, and as a member of the Board of Directors of the Company. On October 31, 2025, the Company entered into (i) a Confidential General Release and Settlement Agreement with Rowland W. Day II, the Company’s former President, Chief Financial Officer, Secretary, Chief Legal Officer, and a member of the Board of Directors (the “Settlement Agreement”), and (ii) a related Stock Repurchase Agreement with the Rowland W. Day II and Jaimie D. Day Family Trust under declaration dated April 13, 1990 (the “Stock Repurchase Agreement” and together with the Settlement Agreement, the “Agreements”). The Agreements were approved by the Company’s Board of Directors on November 3, 2025. In connection with his resignation, the Company made payments to Mr. Day in the amount of $917,966.43 in satisfaction of outstanding loans and reimbursable credit card balances owed to him and a payment in the amount of $408,486.01 for accrued salary. In connection with his resignation, the Company agreed to enter into a Stock Repurchase Agreement providing for repurchase by the Company from the Trust of 4,309,710 shares of the Company’s Series B-1 Preferred Stock and 307,647 shares of common stock, at per-share prices ranging from $0.605-$0.66 for the preferred shares and $0.055-$0.06 for the common shares, depending on the repurchase date. The purchase was to occur on or around March 27, 2026 (the “Expiration Date”). On March 26, 2026, the Company entered into an amendment to the Stock Repurchase Agreement pursuant to which the Expiration Date was extended to April 10, 2026. As part of the extension of the settlement date, the Company is to pay an additional $100,000 to Rowland as an extension fee. As of April 10, 2026, the Company purchased 4,166,667 shares of the Company’s Series B-1 Preferred Stock held by Rowland at a price of $0.66 per Series B-1 Preferred share for a total cash consideration of $2,750,000.
Compensation of Executive Officers
On January 1, 2025, the Company agreed to compensate Mr. Leal $20,000 per month for his service. During the years ended December 31, 2025, and 2024, the Company recognized $480,000 of salary expense. As of December 31, 2025, and 2024, the Company accrued $97,000 and $364,500 of salary expense, with accrued interest of $12,306 and $23,121, respectively.
Compensation of Directors
No compensation is paid to our directors, who are not Independent Directors.
The table below sets forth the compensation of the Company’s non-employee directors for 2025.
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | ||||||||||||||||||
| Roy Chestnutt | - | - | - | - | - | - |
| (1) | Mr. Chestnutt has options to purchase 750,000 shares of the Company’s common stock, vesting over a four-year period from January 2025. |
| 29 |
Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth, as of December 31, 2025, the number of shares of common stock and preferred stock owned of record and beneficially by our executive officers, directors, and persons who beneficially own more than 5% of any class of our capital stock.
Beneficial ownership is determined based on the rules and regulations of the Commission as defined in Rule 13d-3 of the Exchange Act. A person has beneficial ownership of shares if such individual has the power to vote and/or dispose of shares. This power may be sole or shared and direct or indirect. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock that are subject to RSUs, options or warrants held by that person and exercisable as of, or within 60 days of, the date of this prospectus are counted as outstanding. These shares, however, are not counted as outstanding for the purposes of computing the percentage ownership of any other person(s). Except as may be indicated in the footnotes to this table and pursuant to applicable community property laws, each person named in the table has sole voting and dispositive power with respect to the shares of common stock set forth opposite that person’s name. The inclusion of shares in the table does not, however, constitute an admission that the named stockholder is a direct or indirect beneficial owner of those shares. Unless otherwise indicated, (i) each person or entity named in the table has sole voting power and investment power (or shares that power with that person’s spouse) with respect to all shares of capital stock listed as owned by that person or entity, and (ii) the address of each person or entity named in the table is c/o OneMeta Inc. 450 South 400 East, Suite 200, Bountiful, Utah 84010.
The percentage of shares beneficially owned is computed on the basis of 38,890,943 shares of our common stock issued and outstanding as of December 31, 2025 and all of the preferred stock should be presented as common stock on an as converted basis.
| Beneficial Owner | Number of Shares Beneficially Owned | Percentage of common stock Beneficially Owned | ||||||
| Directors and Executive Officers | 49,849,610 | (1) | 37.28 | % | ||||
| Rowland W. Day, II (Former President, Chief Financial Officer, Secretary and Chairman of the Board) | ||||||||
| Saul I. Leal (Chief Executive Officer and Director) | 49,549,610 | (1) | 37.06 | % | ||||
| 5% or greater stockholders | ||||||||
| - | ||||||||
| All current executive officers and directors as a group (4 persons) | ||||||||
| (1) | Include a total of 8,619,420 Series B-1 Convertible Preferred Stock. Each Series B-1 Convertible Preferred Stock is convertible on a 1 to 11 common share basis. |
| 30 |
2023 Equity Incentive Plan
General
Our board of directors and stockholders adopted the 2023 Equity Incentive Plan as of September 1, 2023, which provides for the grant of incentive stock options and non-qualified stock options to purchase shares of our common stock and other types of awards. The general purpose of the 2023 Equity Incentive Plan is to provide a means whereby eligible employees, officers, non-employee directors and other individual service providers develop a sense of proprietorship and personal involvement in our development and financial success, and to encourage them to devote their best efforts to our business, thereby advancing our interests and the interests of our stockholders. By means of the 2023 Equity Incentive Plan, we seek to retain the services of such eligible persons and to provide incentives for such persons to exert maximum efforts for our success and the success of our subsidiaries.
Description of the 2023 Equity Incentive Plan
The following description of the principal terms of the 2023 Equity Incentive Plan is a summary and is qualified in its entirety by the full text of the 2023 Equity Incentive Plan.
Administration. In general, the 2023 Equity Incentive Plan will be administered by the Compensation Committee of the board of directors. The Compensation Committee will determine the persons to whom options to purchase shares of common stock, stock appreciation rights (or “SARs”), restricted stock units, restricted or unrestricted shares of common stock, performance shares, performance units, incentive bonus awards, other stock-based awards and other cash-based awards may be granted. The Compensation Committee may also establish rules and regulations for the administration of the 2023 Equity Incentive Plan and amendments or modifications of outstanding awards. No options, stock purchase rights or awards may be made under the 2023 Equity Incentive Plan on or after January 7, 2032 (or, the expiration date), but the 2023 Equity Incentive Plan will continue thereafter while previously granted options, SARs or other awards remain outstanding.
Eligibility. Persons eligible to receive options, SARs or other awards under the 2023 Equity Incentive Plan are those employees, officers, directors, consultants, advisors and other individual service providers of our Company and our subsidiaries who, in the opinion of the Compensation Committee, are in a position to contribute to our success, or any person who is determined by the Compensation Committee to be a prospective employee, officer, director, consultant, advisor or other individual service provider of the Company or any subsidiary. As of the date of this prospectus, we had four full-time employees, of which two are executive officers. As awards under the 2023 Equity Incentive Plan are within the discretion of the Compensation Committee, we cannot determine how many individuals in each of the categories described above will receive awards.
Shares Subject to the 2023 Equity Incentive Plan. The aggregate number of shares of common stock initially available for issuance in connection with options and other awards granted under the 2023 Equity Incentive Plan is 5,000,000. The number of shares of common stock available for issuance under the 2023 Equity Incentive Plan automatically increases on the first day of each fiscal year of the Company commencing with fiscal year 2024, and the first day of each fiscal year thereafter until the expiration date, in an amount equal to 5% percent of the total number of shares of our common stock outstanding on the last day of the immediately preceding fiscal year of the Company, unless the board of directors takes action prior thereto to provide that there will not be an increase in the share reserve for such year or that the increase in the share reserve for such year will be of a lesser number of shares of common stock than would otherwise occur.
“Incentive stock options”, or ISOs, that are intended to meet the requirements of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) may be granted under the 2023 Equity Incentive Plan with respect to all of the shares of common stock authorized for issuance under the 2023 Equity Incentive Plan.
If any option or SAR granted under the 2023 Equity Incentive Plan terminates without having been exercised in full or if any award is forfeited, the number of shares of common stock as to which such option or award was forfeited will be available for future grants under the 2023 Equity Incentive Plan. Awards settled in cash will not count against the number of shares available for issuance under the 2023 Equity Incentive Plan.
No non-employee director may receive awards in any calendar year having an accounting value in excess of $250,000 (inclusive of any cash awards to the non-employee director for such year that are not made pursuant to the 2023 Equity Incentive Plan); provided that, in the case of a new non-employee director, such amount is increased to $350,000 for the initial year of the non-employee director’s term.
The number of shares authorized for issuance under the 2023 Equity Incentive Plan and the foregoing share limitations are subject to customary adjustments for stock splits, stock dividends or similar transactions.
| 31 |
Terms and Conditions of Options. Options granted under the 2023 Equity Incentive Plan may be either ISOs or “non-statutory stock options” that do not meet the requirements of Section 422 of the Code. The Compensation Committee will determine the exercise price of options granted under the 2023 Equity Incentive Plan. The exercise price of stock options may not be less than the fair market value per share of our common stock on the date of grant (or 110% of fair market value in the case of ISOs granted to a ten-percent stockholder).
If on the date of grant the common stock is listed on a stock exchange or is quoted on the automated quotation system of the Nasdaq Stock Market, the fair market value will generally be the closing sale price on the date of grant (or the last trading day before the date of grant if no trades occurred on the date of grant). If no such prices are available, the fair market value will be determined in good faith by the Compensation Committee based on the reasonable application of a reasonable valuation method.
No option may be exercisable for more than ten years (five years in the case of an ISO granted to a ten-percent stockholder) from the date of grant. Options granted under the 2023 Equity Incentive Plan will be exercisable at such time or times as the Compensation Committee prescribes at the time of grant. No employee may receive ISOs that first become exercisable in any calendar year in an amount exceeding $100,000. The Compensation Committee may, in its discretion, permit a holder of an option to exercise the option before it has otherwise become exercisable, in which case the shares of our common stock issued to the recipient will continue to be subject to the vesting requirements that applied to the option before exercise.
Generally, the option price may be paid in cash, by certified check, or by bank draft. The Compensation Committee may permit other methods of payment, including through delivery of shares of our common stock having a fair market value equal to the purchase price. The Compensation Committee is authorized to establish a cashless exercise program and to permit the exercise price (and/or tax withholding obligations) to be satisfied by reducing from the shares otherwise issuable upon exercise a number of shares having a fair market value equal to the exercise price.
No option may be transferred other than by will or by the laws of descent and distribution, and during a recipient’s lifetime an option may be exercised only by the recipient. However, the Compensation Committee may permit the holder of an option, SAR or other award to transfer the option, right or other award to immediate family members or a family trust for estate planning purposes. The Compensation Committee will determine the extent to which a holder of a stock option may exercise the option following termination of service with us.
Stock Appreciation Rights. The Compensation Committee may grant SARs under the 2023 Equity Incentive Plan. The Compensation Committee will determine the other terms applicable to SARs. The exercise price per share of a SAR will not be less than 100% of the fair market value of a share of our common stock on the date of grant, as determined by the Compensation Committee. The maximum term of any SAR granted under the 2023 Equity Incentive Plan is ten years from the date of grant. Generally, each SAR will entitle a participant upon exercise to an amount equal to:
| ● | the excess of the fair market value on the exercise date of one share of our common stock over the exercise price, multiplied by | |
| ● | the number of shares of common stock covered by the SAR. |
Payment may be made in shares of our common stock, in cash, or partly in common stock and partly in cash, all as determined by the Compensation Committee.
Restricted Stock and Restricted Stock Units. The Compensation Committee may award restricted common stock and/or restricted stock units under the 2023 Equity Incentive Plan. Restricted stock awards consist of shares of stock that are transferred to a participant subject to restrictions that may result in forfeiture if specified conditions are not satisfied. Restricted stock units confer the right to receive shares of our common stock, cash, or a combination of shares and cash, at a future date upon or following the attainment of certain conditions specified by the Compensation Committee. The restrictions and conditions applicable to each award of restricted stock or restricted stock units may include performance-based conditions. Dividends with respect to restricted stock may be paid to the holder of the shares as and when dividends are paid to stockholders or at the time that the restricted stock vests, as determined by the Compensation Committee. Dividend equivalent amounts may be paid with respect to restricted stock units either when cash dividends are paid to stockholders or when the units vest. Unless the Compensation Committee determines otherwise, holders of restricted stock will have the right to vote the shares.
| 32 |
Performance Shares and Performance Units. The Compensation Committee may award performance shares and/or performance units under the 2023 Equity Incentive Plan. Performance shares and performance units are awards, denominated in either shares or U.S. dollars, which are earned during a specified performance period subject to the attainment of performance criteria, as established by the Compensation Committee. The Compensation Committee will determine the restrictions and conditions applicable to each award of performance shares and performance units.
Incentive Bonuses. The Compensation Committee may grant incentive bonus awards under the 2023 Equity Incentive Plan from time to time. The terms of incentive bonus awards will be set forth in award agreements. Each award agreement will have such terms and conditions as the Compensation Committee determines, including performance goals and amount of payment based on achievement of such goals. Incentive bonus awards are payable in cash and/or shares of our common stock.
Other Stock-Based and Cash-Based Awards. The Compensation Committee may award other types of equity-based or cash-based awards under the 2023 Equity Incentive Plan, including the grant or offer for sale of shares of our common stock that do not have vesting requirements and the right to receive one or more cash payments subject to satisfaction of such conditions as the Compensation Committee may impose.
Effect of Certain Corporate Transactions. The Compensation Committee may, at the time of the grant of an award provide for the effect of a change in control (as defined in the 2023 Equity Incentive Plan) on any award, including (i) accelerating or extending the time periods for exercising, vesting in, or realizing gain from any award, (ii) eliminating or modifying the performance or other conditions of an award, or (iii) providing for the cash settlement of an award for an equivalent cash value, as determined by the Compensation Committee. The Compensation Committee may, in its discretion and without the need for the consent of any recipient of an award, also take one or more of the following actions contingent upon the occurrence of a change in control: (a) cause any or all outstanding options and SARs to become immediately exercisable, in whole or in part; (b) cause any other awards to become non-forfeitable, in whole or in part; (c) cancel any option or SAR in exchange for a substitute option; (d) cancel any award of restricted stock, restricted stock units, performance shares or performance units in exchange for a similar award of the capital stock of any successor corporation; (e) cancel or terminate any award for cash and/or other substitute consideration in exchange for an amount of cash and/or property equal to the amount, if any, that would have been attained upon the exercise of such award or realization of the participant’s rights as of the date of the occurrence of the change in control, but if the change in control consideration with respect to any option or SAR does not exceed its exercise price, the option or SAR may be canceled without payment of any consideration; or (f) make such other modifications, adjustments or amendments to outstanding awards as the Compensation Committee deems necessary or appropriate.
Amendment, Termination. The board of directors may at any time amend the 2023 Equity Incentive Plan for the purpose of satisfying the requirements of the Code, or other applicable law or regulation or for any other legal purpose, provided that, without the consent of our stockholders, the board of directors may not (a) increase the number of shares of common stock available under the 2023 Equity Incentive Plan, (b) change the group of individuals eligible to receive options, SARs and/or other awards, or (c) extend the term of the 2023 Equity Incentive Plan.
Tax Withholding
As and when appropriate, we shall have the right to require each optionee purchasing shares of common stock and each grantee receiving an award of shares of common stock under the 2023 Equity Incentive Plan to pay any federal, state, or local taxes required by law to be withheld.
The table below sets forth certain information regarding our OneMeta Inc. 2023 Equity Compensation Plan as of December 31, 2025.
| Equity Compensation Plan Information | ||||||||||||
| Plan category | (a) Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants, and Rights | (b) Weighted Average Exercise Price of Outstanding Options, Warrants, and Rights | (c) Number of Securities Remaining Available for Future Issuance under Equity Compensation Plan (Excluding Securities Referenced in Column (a)) | |||||||||
| Equity compensation plans approved by security holders(1): | 5,000,000 | (1) | $ | 0.44 | 3,370,000 | |||||||
| Equity compensation plans not approved by security holders: | N/A | N/A | N/A | |||||||||
| Total | 5,000,000 | $ | 0.44 | 3,370,000 | ||||||||
(1) To automatically be increased on the first day of each fiscal year beginning with 2024, in an amount equal to lesser of (i) five percent (5%) of the outstanding shares of all classes of the Company’s Common Stock (on a fully diluted basis, but rounded to the nearest 1,000 share increment) as of the last day of the immediately preceding Fiscal Year or (ii) such number of Shares determined by the Board (the “Annual Increase”). Notwithstanding the foregoing and, subject to adjustment as provided in Section 4.3 of the Plan, the maximum number of shares of Common Stock that may be issued upon the exercise of Incentive Stock Options will equal the aggregate number of shares Common Stock stated in Section 4.1(a), and shall be increased on the first day of each Fiscal Year beginning with the Company’s Fiscal Year beginning in 2024 until (and including) the Company’s Fiscal Year beginning in 2033, by the Annual Increase for such Fiscal Year.
| 33 |
| Item 13. | Certain Relationships and Related Transactions, and Director Independence |
Expense paid on the Company’s behalf
During the years ended December 31, 2025 and 2024, Mr. Day, a significant shareholder and former President and CFO, paid $345,984 and $341,108 of expenses on the Company’s behalf. The Company repaid $416,332 and $275,097 during the years ended December 31, 2025 and 2024, respectively. The advances accrued interest at the rate of 14%. As of December 31, 2025 and December 31, 2024, the balance owed to Mr. Day, with accrued interest, was $0 and $70,348, respectively.
Accrued salary and interest
As of December 31, 2025, the accrued related party salary and accrued interest expense was $97,000 and $12,307, respectively. As of December 31, 2024, the accrued related party salary and accrued interest expense was $364,500 and $23,121, respectively.
Senior secured notes payable
On May 10, 2024, the Company (the “Grantor”) entered into a secured promissory note payable for $225,000 with Rowland Day (the “Lender”). The note is secured by the assets of the Company and will accrue interest at the rate of 14% per annum. The note is payable on demand. If the Lender does not demand payment, the note matures the earlier of; (i) November 10, 2024, (ii) the closing of a minimum of $500,000 in a subsequent financing of either debt or equity; (iii) a subsequent registration statement with minimum proceeds of one million dollars ($1,000,000) is received by the Company; and /or (iv) a change in control transaction occurs in which the collective ownership of Saul Leal and Holder is reduced to less than fifty percent (50%) or Holder’s ownership is reduced to less than thirty-five percent (35%) (any such date, or transaction shall be the maturity date). If any Event of Default occurs and continues for a period that exceeds ten (10) days, Holder may by written election, elect to either (i) declare the Note immediately due and payable, or (ii) receive 1,000,000 warrants with an exercise price of $0.01 per share which shall have a term of 5 years. In April 2025, the note maturity was extended to July 31, 2025. During the year ended December 31, 2025, the Company repaid the remaining principal balance of $139,516 and the accrued interest of $27,171.
On June 12, 2024, the Company (the “Grantor”) entered into a secured promissory note payable for $216,000 with Rowland Day (the “Lender”). The note is secured by the assets of the Company and will accrue interest at the rate of 14% per annum. The note is payable on demand. If the Lender does not demand payment, the note matures the earlier of; (i) December 12, 2024, (ii) the closing of a minimum of $500,000 in a subsequent financing of either debt or equity; (iii) a subsequent registration statement with minimum proceeds of one million dollars ($1,000,000) is received by the Company; and /or (iv) a change in control transaction occurs in which the collective ownership of Saul Leal and Holder is reduced to less than fifty percent (50%) or Holder’s ownership is reduced to less than thirty-five percent (35%) (any such date, or transaction shall be the maturity date). If any Event of Default occurs and continues for a period that exceeds ten (10) days, Holder may by written election, elect to either (i) declare the Note immediately due and payable, or (ii) receive 1,000,000 warrants with an exercise price of $0.01 per share which shall have a term of 5 years. In April 2025, the note maturity was extended to July 31, 2025. During the year ended December 31, 2025, the Company repaid the principal balance of $216,000 and the accrued interest of $36,731.
On August 12, 2024, the Company (the “Grantor”) entered into a secured promissory note payable for $80,000 with Rowland Day (the “Lender”). The note is secured by the assets of the Company and will accrue interest at the rate of 14% per annum. The note is payable on demand. If the Lender does not demand payment, the note matures the earlier of; (i) February 12, 2025, (ii) the closing of a minimum of $500,000 in a subsequent financing of either debt or equity; (iii) a subsequent registration statement with minimum proceeds of one million dollars ($1,000,000) is received by the Company; and /or (iv) a change in control transaction occurs in which the collective ownership of Saul Leal and Holder is reduced to less than fifty percent (50%) or Holder’s ownership is reduced to less than thirty-five percent (35%) (any such date, or transaction shall be the maturity date) . If any Event of Default occurs and continues for a period that exceeds ten (10) days, Holder may by written election, elect to either (i) declare the Note immediately due and payable, or (ii) receive 1,000,000 warrants with an exercise price of $0.01 per share which shall have a term of 5 years. In April 2025, the note maturity was extended to July 31, 2025. During the year ended December 31, 2025, the Company repaid the principal balance of $80,000 and the accrued interest of $13,409.
On August 27, 2024, the Company (the “Grantor”) entered into a secured promissory note payable for $5,000 with Rowland Day (the “Lender”). The note is secured by the assets of the Company and will accrue interest at the rate of 14% per annum. The note is payable on demand. If the Lender does not demand payment, the note matures on October 31, 2024. In April 2025, the note maturity was extended to July 31, 2025. During the year ended December 31, 2025, the Company repaid the principal balance of $5,000 and the accrued interest of $809.
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On September 26, 2024, the Company (the “Grantor”) entered into a secured promissory note payable for $23,000 with Rowland Day (the “Lender”). The note is secured by the assets of the Company and will accrue interest at the rate of 14% per annum. The note is payable on demand. If the Lender does not demand payment, the note matures the earlier of; (i) March 26, 2025, (ii) the closing of a minimum of $500,000 in a subsequent financing of either debt or equity; (iii) a subsequent registration statement with minimum proceeds of one million dollars ($1,000,000) is received by the Company; and /or (iv) a change in control transaction occurs in which the collective ownership of Saul Leal and Holder is reduced to less than fifty percent (50%) or Holder’s ownership is reduced to less than thirty-five percent (35%) (any such date, or transaction shall be the maturity date) . If any Event of Default occurs and continues for a period that exceeds ten (10) days, Holder may by written election, elect to either (i) declare the Note immediately due and payable, or (ii) receive 1,000,000 warrants with an exercise price of $0.01 per share which shall have a term of 5 years. In April 2025, the note maturity was extended to July 31, 2025. During the year ended December 31, 2025, the Company repaid the principal balance of $23,000 and the accrued interest of $3,458.
On October 14, 2024, the Company (the “Grantor”) entered into a secured promissory note payable for $80,000 with Rowland Day (the “Lender”). The note is secured by the assets of the Company and will accrue interest at the rate of 14% per annum. The note is payable on demand. If the Lender does not demand payment, the note matures the earlier of; (i) November 13, 2024, (ii) the closing of a minimum of $500,000 in a subsequent financing of either debt or equity; (iii) a subsequent registration statement with minimum proceeds of one million dollars ($1,000,000) is received by the Company; and /or (iv) a change in control transaction occurs in which the collective ownership of Saul Leal and Holder is reduced to less than fifty percent (50%) or Holder’s ownership is reduced to less than thirty-five percent (35%) (any such date, or transaction shall be the maturity date) . If any Event of Default occurs and continues for a period that exceeds ten (10) days, Holder may by written election, elect to either (i) declare the Note immediately due and payable, or (ii) receive 1,000,000 warrants with an exercise price of $0.01 per share which shall have a term of 5 years. In April 2025, the note maturity was extended to July 31, 2025. During the year ended December 31, 2025, the Company repaid the principal balance of $80,000 and the accrued interest of $11,476.
On January 28, 2025, the Company (the “Grantor”) entered into a secured promissory note payable for $6,000 with Rowland Day (the “Lender”). The note is secured by the assets of the Company and will accrue interest at the rate of 14% per annum. The note is payable on demand. If the Lender does not demand payment, the note matures on February 28, 2025. During the year ended December 31, 2025, the Company repaid the principal balance of $6,000 and the accrued interest of $71.
On March 21, 2025, the Company (the “Grantor”) entered into a secured promissory note payable for $3,000 with Rowland Day (the “Lender”). The note is secured by the assets of the Company and will accrue interest at the rate of 14% per annum. The note is payable on demand. If the Lender does not demand payment, the note matures on April 21, 2025. During the year ended December 31, 2025, the Company repaid the principal balance of $3,000 and the accrued interest of $36.
On May 13, 2025, the Company (the “Grantor”) entered into a secured promissory note payable for $36,500 with Rowland Day (the “Lender”). The note is secured by the assets of the Company and will accrue interest at the rate of 14% per annum. The note is payable on demand. If the Lender does not demand payment, the note matures on June 12, 2025. During the year ended December 31, 2025, the Company repaid the principal balance of $36,500 and the accrued interest of $420.
On June 25, 2025, Rowland Day paid $4,345 of debt origination fees related to loans made by Day on behalf of the Company. The balance due accrued interest at the rate of 14% per annum. The balance is payable on demand. During the year ended December 31, 2025, the Company repaid the balance of $4,345 and the accrued interest of $204.
On July 3, 2025, the Company (the “Grantor”) entered into a secured promissory note payable for $8,000 with Saul Leal (the “Lender”). The note will accrue interest at the rate of 14% per annum and matures on January 3, 2026. During the year ended December 31, 2025, the Company repaid the principal balance of $8,000 and the accrued interest of $120.
On July 10, 2025, the Company (the “Grantor”) entered into a secured promissory note payable for $104,000 with Rowland Day (the “Lender”). The note is secured by the assets of the Company and will accrue interest at the rate of 14% per annum. The note is payable on demand. In the event of a default, the Company will accrued interest at a rate of 16%. Under the July 10, 2025 secured promissory note agreement, on July 30, 2025 and August 30, 2025, the Company borrowed an additional $75,000 and $30,000, respectively. During the year ended December 31, 2025, the Company repaid the principal balance of $104,000 and the accrued interest of $7,439.
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On November 26, 2024, the Company (the “Grantor”) entered into a secured promissory note payable for $14,000 with Rowland Day (the “Lender”). The note is secured by the assets of the Company and will accrue interest at the rate of 14% per annum. The note is payable on demand. If the Lender does not demand payment, the note matures on January 31, 2025. During the year ended December 31, 2024, the Company repaid $14,000 of the secured promissory note principal.
For all of the secured promissory notes payable with the Lender, to secure the prompt and complete payment of all secured obligations, for value received and pursuant to the notes, the Grantor hereby grants, assigns and transfers to the Lender a security interest in and to all of the Grantor’s assets. At the time any Collateral becomes subject to a security interest of the Lender hereunder, unless the Lender shall otherwise consent, the Grantor shall be deemed to have represented and warranted that (a) the Grantor is the lawful owner of such Collateral or has the power to transfer the Collateral and have the right and authority to subject the same to the security interest of the Lender.
As of December 31, 2025 and 2024, the related party senior secured promissory notes payable principal balance was $0 and $543,515, respectively, with accrued interest of $0 and $43,853, respectively.
Separation Agreement
Effective October 31, 2025, Rowland W. Day II resigned from his positions as President, Chief Financial Officer, Secretary, Chief Legal Officer, and as a member of the Board of Directors of the Company. In connection with his resignation, the Company made payments to Mr. Day in the amount of $917,966.43 in satisfaction of outstanding loans and reimbursable credit card balances owed to him and a payment in the amount of $408,486.01 for accrued salary. In connection with his resignation, the Company agreed to enter into a Stock Repurchase Agreement providing for repurchase by the Company from the Trust of 4,309,710 shares of the Company’s Series B-1 Preferred Stock and 307,647 shares of common stock, at per-share prices ranging from $0.605-$0.66 for the preferred shares and $0.055-$0.06 for the common shares, depending on the repurchase date. The purchase was to occur on or around March 27, 2026 (the “Expiration Date”). On March 26, 2026, the Company entered into an amendment to the Stock Repurchase Agreement pursuant to which the Expiration Date was extended to April 10, 2026. As part of the extension of the settlement date, the Company is to pay an additional $100,000 to Rowland as an extension fee. As of April 10, 2026, the Company purchased 4,166,667 shares of the Company’s Series B-1 Preferred Stock held by Rowland at a price of $0.66 per Series B-1 Preferred share for a total cash consideration of $2,750,000.
Convertible notes payable
During the year ended December 31, 2025, the Company issued 0% interest convertible notes payable to a director, a director nominee and two relatives of the director nominee in exchange for $250,000. The convertible notes mature six months following that date of issuance and do not accrue interest. The notes are convertible into common shares as follows: (i) on the next equity financing conversion: the principal balance on each note will convert into shares upon the closing of the next equity financing. The number of conversion shares the Company issues upon such conversion will equal the quotient obtained by dividing (x) the outstanding principal balance under each converting note on the closing date of the next equity financing by (y) the applicable conversion price of the product of (x) 100% less the discount of 25% and (y) the lowest per share purchase price of the equity securities issued in the next equity financing; and/or (ii) corporate transaction conversion: at the closing of a major corporate transaction, the note will convert into that number of conversion shares equal to the quotient obtained by dividing (x) the outstanding principal balance of such note on the closing of such corporate transaction by (y) the applicable conversion price of the product of (x) 100% less the discount of 25% and (y) the volume weighted average trading price on the date that is ten days immediately prior to the closing date of the corporate transaction; and/or (iii) at any time on or after the maturity date, each note will convert into that number of conversion shares equal to the quotient obtained by dividing (x) the outstanding principal balance of the note on the date of such conversion by (y) the applicable conversion price of the product of (x) 100% less the discount of 25% and (y) the volume weighted average trading price on the date that is ten days immediately prior to the maturity date.
The Company calculated imputed interest of $30,359 on these zero percent convertible notes using an interest rate of 14% and recorded to additional paid-in-capital. The Company evaluated the conversion feature and determined that no embedded derivative liability existed on the issuance dates of the convertible notes. As of December 31, 2025, the convertible notes payable principal balance was $250,000.
The convertible notes matured and became convertible during the year ended December 31, 2025. The Company evaluated the conversion feature and determined that, since the conversion price is fixed, no embedded derivative liability existed as of December 31, 2025. As of December 31, 2025, the matured convertible notes would potentially be converted into 1,299,934 common shares.
Director Independence
We are not currently a “listed company” under SEC rules and are therefore not required to have a Board comprised of a majority of independent directors or separate committees comprised of independent directors. We currently have two independent directors as the term “independent” is defined by the rules of the Nasdaq Stock Market.
| Item 14. | Principal Accountant Fees and Services. |
The following table sets forth fees billed to us for principal accountant fees and services for years ended December 31, 2025 and 2024.
| Year Ended December 31, 2025 | Year Ended December 31, 2024 | |||||||
| Total Audit and Audit-Related Fees | $ | 75,750 | $ | 63,425 | ||||
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PART IV
| Item 15. | Exhibits and Financial Statement Schedules. |
(a) Exhibits
The following exhibits are filed with this Report on Form 10-K:
| Incorporated by Reference | Filed or Furnished | |||||||||
| Exhibit No. | Exhibit Description | Form | Date Filed | Number | Herewith | |||||
| 3.1 | Articles of Incorporation, as currently in effect | Form 10 | 9/19/2023 | 3.1 | ||||||
| 3.2 | Bylaws as currently in effect | Form 10 | 9/19/23 | 3.2 | ||||||
| 31.1 | Certification of CEO and CFO Pursuant to Exchange Act Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||||||
| 32.1 | Certification of CEO and CFO Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | XX | ||||||||
| 101.INS | Inline XBRL Instance Document | X | ||||||||
| 101.SCH | Inline XBRL Instance Schema | X | ||||||||
| 101.CAL | Inline XBRL Instance Calculation Linkbase | X | ||||||||
| 101.DEF | Inline XBRL Instance Definition Linkbase | X | ||||||||
| 101.LAB | Inline XBRL Instance Label Linkbase | X | ||||||||
| 101.PRE | Inline XBRL Instance Presentation Linkbase | X | ||||||||
| 104 | The Cover Page Interactive Data File, formatted in Inline XBRL (included in Exhibit 101). | X | ||||||||
| Item 16. | Form 10-K Summary. |
None.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Date: April 15, 2026
| ONEMETA INC. | ||
| By: | /s/ Saul Leal | |
| Saul Leal | ||
| Chief
Executive Officer and Director (Principal Executive and Financial Officer) | ||
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints, Saul Leal, and each of them acting individually, as his attorney-in-fact, with full power of substitution and resubstitution, for him in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ SAUL LEAL | Chief Executive Officer, Director | April 15, 2026 | ||
| Saul Leal | (Principal Executive Officer and Financial Officer) | |||
| /s/ ROY CHESTNUTT | Director | April 15, 2026 | ||
| Roy Chestnutt |
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