UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the quarterly period ended
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ________to ________.
Commission
File Number
(Exact name of registrant as specified in its charter)
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| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
(Address of principal executive offices, including zip code)
Registrant’s
telephone number, including area code:
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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Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2)
has been subject to filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
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.
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Large Accelerated Filer ☐ |
Accelerated Filer ☐ |
☐ |
Smaller Reporting
Company
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Emerging Growth
Company
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If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
Indicate the number of shares outstanding of each of the Registrant’s classes of common stock, as of the latest practicable date.
| Title or class | Shares outstanding as of November 14, 2025 | |
| Common Stock, $ par value | ||
| Series A Preferred, $ par value | ||
| Series B-1 Preferred, $ par value |
TABLE OF CONTENTS
| PART I. | FINANCIAL INFORMATION | 3 | |
| Item 1. | Financial Statements (Unaudited) | 3 | |
| Balance Sheets | 3 | ||
| Statements of Operations | 4 | ||
| Statements of Changes in Stockholders’ Deficit | 5 | ||
| Statements of Cash Flows | 6 | ||
| Notes to Financial Statements (Unaudited) | 7 | ||
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 17 | |
| Item 4. | Controls and Procedures | 24 | |
| PART II. | OTHER INFORMATION | 25 | |
| Item 1. | Legal Proceedings | 25 | |
| Item 1A. | Risk Factors | 25 | |
| Item 6. | Exhibits | 26 | |
| SIGNATURES | 27 | ||
| 2 |
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ONEMETA INC.
BALANCE SHEETS
| September 30, 2025 | December 31, 2024 | |||||||
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| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ |
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$ |
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| Accounts receivable, net |
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| Prepaid and other current assets |
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| Total current assets |
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| Total assets | $ |
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$ |
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| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ |
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$ |
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| Accrued expenses |
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| Accrued expenses, related party |
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| Convertible notes payable |
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| Convertible notes payable, related party |
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| Senior secured notes payable, related party |
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| Promissory note payable, net |
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| Deferred revenue |
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| Total current liabilities |
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| Total liabilities |
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| STOCKHOLDERS’ DEFICIT | ||||||||
| Preferred stock, $ par value, shares authorized, shares issued and outstanding | ||||||||
| Series A preferred stock, $ par value, shares authorized, issued and outstanding |
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| Series B-1 convertible preferred stock, $ par value, shares authorized, shares issued and outstanding |
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| Common stock, $ par value, shares authorized, and shares issued and outstanding, respectively |
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| Additional paid in capital |
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| Accumulated deficit |
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| Total stockholders’ deficit |
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| Total liabilities and stockholders’ deficit | $ |
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$ |
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The accompanying notes are an integral part of these unaudited financial statements.
| 3 |
ONEMETA INC.
STATEMENTS OF OPERATIONS
(Unaudited)
| Three months ended | Three months ended | Nine months ended | Nine months ended | |||||||||||||
| September 30, 2025 | September 30, 2024 | September 30, 2025 | September 30, 2024 | |||||||||||||
| Revenue | $ |
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$ |
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$ |
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$ |
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| Cost of revenue |
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| Gross profit |
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| Operating expenses: | ||||||||||||||||
| Research and development |
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| General and administrative |
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| Advertising and marketing |
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| Legal and professional |
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| Total operating expenses |
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| Loss from operations |
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| Other expense: | ||||||||||||||||
| Interest expense |
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| Total other expense |
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| Net loss | $ |
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| Net loss per common share: | ||||||||||||||||
| Basic | $ |
(
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| Diluted | $ |
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| Weighted average common shares outstanding: | ||||||||||||||||
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The accompanying notes are an integral part of these unaudited financial statements.
| 4 |
ONEMETA INC.
STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
For the three and nine months ended September 30, 2025 and 2024
(Unaudited)
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Series A Preferred Stock |
Series B-1 Convertible Preferred Stock |
Common Stock | Additional paid-in | Accumulated | ||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | capital | Deficit | Total | ||||||||||||||||||||||||||||
| Balance, December 31, 2024 |
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$ |
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$ |
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$ |
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$ |
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$ |
(
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| Stock based compensation | - | - | - |
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| Net loss | - | - | - |
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| Balance, March 31, 2025 |
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| Common shares issued for cash | - | - |
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| Common shares issued for service | - | - |
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| Imputed interest | - | - | - |
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| Stock based compensation | - | - | - |
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| Net loss | - | - | - |
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| Balance, June 30, 2025 |
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| Imputed interest | - | - | - |
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| Stock based compensation | - | - | - |
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| Net loss | - | - | - |
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| Balance, September 30, 2025 |
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| Balance, December 31, 2023 |
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$ |
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| Common shares issued for cash | - | - |
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| Stock based compensation | - | - | - |
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| Contributed capital | - | - | - |
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| Imputed interest | - | - | - |
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| Net loss | - | - | - |
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| Balance, March 31, 2024 |
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| Common shares issued for cash | - | - |
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| Stock based compensation | - | - | - |
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| Imputed interest | - | - | - |
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| Net loss | - | - | - |
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| Balance, June 30, 2024 |
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| Common shares issued for cash | - | - |
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| Stock based compensation | - | - | - |
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| Imputed interest | - | - | - |
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| Net loss | - | - | - |
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| Balance, September 30, 2024 |
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$ |
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$ |
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$ |
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$ |
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$ |
(
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The accompanying notes are an integral part of these unaudited financial statements.
| 5 |
ONEMETA INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
| Nine Months ended | Nine Months ended | |||||||
| September 30, 2025 | September 30, 2025 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net loss | $ |
(
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| Adjustment to reconcile net loss to cash used in operating activities: | ||||||||
| Imputed interest |
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| Stock based compensation |
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| Amortization of debt discount |
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| Net change in: | ||||||||
| Accounts receivable |
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| Prepaid and other current assets |
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| Accounts payable |
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| Accrued expenses |
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| Accrued expenses, related party |
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| Deferred revenue |
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| CASH FLOWS USED IN OPERATING ACTIVITIES |
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| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from senior convertible notes payable |
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| Proceeds from senior convertible notes payable, related party |
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| Proceeds from senior secured notes payable, related party |
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| Payments of senior secured notes payable, related party |
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| Proceeds from promissory notes payable |
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| Proceeds from advances, related party |
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| Repayment of advances, related party |
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| Proceeds from issuance of common shares |
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| CASH FLOWS PROVIDED BY FINANCING ACTIVITIES |
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| NET CHANGE IN CASH |
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| Cash, beginning of period |
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| Cash, end of period | $ |
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$ |
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| SUPPLEMENTAL CASH FLOW INFORMATION | ||||||||
| Cash paid on interest expense | $ |
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$ | |||||
| Cash paid for income taxes | $ | $ | ||||||
| NON-CASH TRANSACTIONS | ||||||||
| Expenses paid on the Company’s behalf | $ |
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$ |
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| Contributed capital | $ | $ |
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The accompanying notes are an integral part of these unaudited financial statements.
| 6 |
OneMeta Inc.
(Formerly OneMeta AI)
Notes to the Financial Statements
(Unaudited)
Note 1. Basis of Presentation
The accompanying unaudited interim financial statements of OneMeta Inc. (“we”, “our”, “OneMeta” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with the financial statements and notes thereto contained in the Company’s fiscal 2024 financial statements. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for our interim periods are not necessarily indicative of the results expected for the full year. Notes to the financial statements that would substantially duplicate the disclosure contained in the financial statements for fiscal 2024, have been omitted.
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 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
receivable are comprised of unsecured amounts due from customers. The Company carries its accounts receivable at their face amounts less
an allowance for credit losses. The allowance for credit losses is recognized based on management’s estimate of likely losses per
year, past experience, review of customer profiles and the aging of receivable balances. As of September 30, 2025 and December 31, 2024,
there was $
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.
| 7 |
Revenue Recognition
The Company recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts With Customers, which was adopted on January 1, 2018 using the modified retrospective method, with no impact to the Company’s comparative financial statements. Revenues are recognized when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration the Company expects to be entitled to in exchange for transferring those goods or services. Revenue is recognized based on the following five step model:
| ● | Identification of the contract with a customer |
| ● | Identification of the performance obligations in the contract |
| ● | Determination of the transaction price |
| ● | Allocation of the transaction price to the performance obligations in the contract |
| ● | Recognition of revenue when, or as, the Company satisfies a performance obligation |
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.
OEM solution
The Company provide 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 native UX. 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 $
| 8 |
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 (e.g., chat UX, meeting structure, basic interaction) 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 VerbimAgentis 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 professional service revenue.
|
Nine Months
Ended September 30, 2025 |
Nine Months
Ended September 30, 2024 |
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| Subscription, license and software revenue | $ |
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$ |
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| Professional services |
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| OEM Solution |
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| Total revenue | $ |
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$ |
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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 $
During
the period ended September 30, 2025, the Company recognized addition $
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 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 September 30, 2025, the Company’s potentially dilutive shares, which were not included in the calculation of net loss per share, included warrants to purchase common shares, options to purchase common shares, conversion of Series B-1 shares to purchase common shares, conversion of Series A shares to purchase common shares and the conversion of the convertible notes to common shares. Accordingly, the number of weighted average shares outstanding, as well as the amount of net loss per share are presented for basic and diluted per share calculations for the nine months ended September 30, 2025 and 2024, reflected in the accompanying statement of operations.
| 9 |
Segment Reporting
The Company manages its operations as a single segment for the purpose of assessing performance and making operating decisions. The Company’s Chief Operating Decision Maker (“CODM”) is its executive management committee. 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
Segment Reporting
In November 2023, the FASB issued ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosure.” The ASU updates reportable segment disclosure requirements, primarily through requiring enhanced disclosures about significant segment expenses and information used to assess segment performance. The amendments do not change how segments are determined, aggregated, or how thresholds are applied to determine reportable segments. We adopted ASU No. 2023-07 during the year ended December 31, 2024.
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.
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. The Company will adopt ASU 2023-09 for the annual period ending December 31, 2025 and 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 September 30, 2025, the Company had not yet achieved profitable operations and expects to incur further losses in the development of its business, all of which raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Where the 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. 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.
| 10 |
Note 4. Related Party Transactions
Expense paid on the Company’s behalf
During
the nine months ended September 30, 2025 and 2024, Mr. Day paid $
Senior secured notes payable
On
May 10, 2024, the Company (the “Grantor”) entered into a secured promissory note payable for $
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 $
| 11 |
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 $
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
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 $
For all of the secured promissory notes payable, the Company granted to the lender a security interest in and to all of the Company’s assets. At the time any collateral becomes subject to a security interest of the lender, the Company shall be deemed to have represented and warranted that (a) the Company 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.
| 12 |
As
of September 30, 2025, the related party senior secured promissory notes payable principal balance was $
Convertible notes payable
During
the period ended September 30, 2025, the Company issued
The
Company calculated imputed interest of $
The convertible notes matured and became convertible during the period ended September 30, 2025. The Company evaluated the conversion feature and determined that, since the conversion price is fixed, no embedded derivative liability existed as of September 30, 2025. As of September 30, 2025, the matured convertible notes would potentially be converted into common stock.
On accrued salary and interest
As
of September 30, 2025, the accrued related party salary and accrued interest expense was $
Note 5. Convertible Notes Payable
During
the year ended December 2024, the Company issued
| 13 |
The
Company calculated imputed interest of $
All convertible notes matured and became convertible during the period ended September 30, 2025. The Company evaluated the conversion feature and determined that, since the conversion price is fixed, no embedded derivative liability existed as of September 30, 2025. As of September 30, 2025, the matured convertible notes would potentially be converted into common stock.
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 $
Note 7. Equity
The Company is currently authorized to issue up to shares of common stock with a par value of $ . In addition, The Company is authorized to issue shares of preferred stock with a par value of $ . The specific rights of the preferred stock, when so designated, shall be determined by the board of directors.
Common Stock
On
February 6, 2024, the Company issued
shares of common stock at $
per share and collected $
During
the period ended September 30, 2024, the Company issued
shares of common stock at $
per share and collected $
During
the period ended September 30, 2024, the Company issued
shares of common stock at $
per share and collected $
During
the period ended September 30, 2025, the Company issued
common shares at $
per share for a net proceed of $
During
the period ended September 30, 2025, the Company issued
common shares for service performed. The grant-date fair value of these shares was $
Preferred Stock
Series A Convertible Preferred Stock
Our
board of directors designated
shares of our preferred stock as Series A Convertible Preferred Stock (“Series A”) with
a par value of $
. Series A has liquidation and dividend preferences.
| 14 |
Series B-1 Convertible Preferred Stock
Our
board of directors designated
shares of our preferred stock as Series B-1 Convertible Preferred Stock (“Series B-1”)
with a par value of $
. Series B-1 has liquidation and dividend preferences.
Series B-2 Convertible Preferred Stock
Our
board of directors designated
shares of our preferred stock as Series B-2 Convertible Preferred Stock (“Series B-2”)
with a par value of $
. On May 1, 2023, the Articles of Incorporation of the Company were amended such that no Series B-2 shares
are authorized. Series B-2 have no liquidation or dividend preferences.
Stock Warrants
The following table summarizes the stock warrant activity for the nine months ended September 30, 2025:
| Warrants |
Weighted-Average Exercise Price Per Share |
|||||||
| Outstanding, December 31, 2024 |
|
$ |
|
|||||
| Granted | ||||||||
| Exercised | ||||||||
| Forfeited | ||||||||
| Expired | ||||||||
| Outstanding, September 30, 2025 |
|
$ |
|
|||||
As of September 30, 2025, the outstanding and exercisable warrants have a weighted average remaining term of with intrinsic value, respectively.
Stock Options
During the nine months ended September 30, 2025, the Company recognized $ of expense related to outstanding stock options.
The following table summarizes the stock option activity for the nine months ended September 30, 2025:
| Options |
Weighted-Average Exercise Price Per Share |
|||||||
| Outstanding, December 31, 2024 |
|
$ |
|
|||||
| Granted | ||||||||
| Exercised | ||||||||
| Forfeited | ||||||||
| Expired | ||||||||
| Outstanding, September 30, 2025 |
|
$ |
|
|||||
| Exercisable, September 30, 2025 |
|
$ |
|
|||||
As of September 30, 2025, the outstanding and exercisable options have a weighted average remaining term of with an intrinsic value of $ .
| 15 |
Note 8: Commitments and Contingencies
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.
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 $
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 $
Note 9: Subsequent Events
On
October 13, 2025, the Company entered into a Promissory Note for a principal amount 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 the following
material terms: (i) payment to Mr. Day of $
If the Company fails to make the salary payment by December 15, 2025, or to complete the stock repurchase by March 27, 2026, the Stock Repurchase Agreement provides that the Company’s Chief Executive Officer, Saul Leal, and the Board of Directors will reappoint Mr. Day to his former executive roles within two days of such default.
On November 3, 2025, the Company entered into
note and warrant purchase agreements (the “Purchase Agreements”), dated as of October 31, 2025, with investors (the “Holders”)
for their purchase of (i)
The Company’s obligations under the Notes are secured by a security interest in certain property granted by the Company for the benefit of Holders pursuant to the terms of a Security Agreement dated October 31, 2025, between the Company and the Holders and a Patent Security Agreement dated October 31, 2025, between the Company and Holders.
| 16 |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You should read the following discussion of our financial condition and results of operations in conjunction with the condensed financial statements and the notes thereto included elsewhere in this Quarterly Report on Form 10-Q and with our audited financial statements included in our registration statement filed pursuant to Section 12(g) of The Securities Exchange Act of 1934, with the Securities and Exchange Commission on March 6, 2025 (“Registration Statement”). In addition to historical condensed financial information, 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.
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 .
Business Summary
We develop and market artificial intelligence products that eliminate language barriers in daily communications by providing high-quality, accurate, and efficient interpretation and translation services using natural language processing (NLP) technology. Our proprietary AI and machine learning architecture enable seamless translation and transcription of spoken and written words in seconds across multiple languages. Our VerbumSuite platform facilitates fluid and effective communication among individuals regardless of linguistic differences. With support for real-time conversations over-the-phone, virtual meetings, and online chats in over 140 languages and dialects, Verbum is reshaping how organizations, educational institutions, and customer service centers connect and collaborate. The Company develops and markets artificial intelligence products that eliminate 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.
During the reporting period, the company expanded its product ecosystem with two major additions — Verbumagentis™ and Verbumlocal™ — both designed to enhance accessibility, speed, and accuracy. Verbumagentis™ provides contact center agents with real-time, bidirectional translation in over 140 languages, seamlessly integrated into cx platforms. It enables custom dictionaries and domain-specific models that deliver contextual understanding and higher customer satisfaction scores. Verbumlocal™ is a lightweight, computer-hosted interpretation tool that connects to any headset, microphone, or speaker, allowing secure-network communication at an operating system level. This innovation enables multilingual interaction in any software environment that uses audio input and output.
The company also launched new domain-trained models, including a healthcare, insurance, and legal verticals.
Onemeta continues to gain momentum through enterprise pilots, government contracts, and gsi partnerships. These initiatives are positioning the company as a category-defining leader in real-time multilingual communication technology, differentiated by low latency, high accuracy, a non-generative ai approach, and enterprise-level security where every client obtains its own isolated ai model and dataset, assuring great efficiency and the highest security standard.
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/.
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VerbumOnSite TM – Real Time Translation Powered by AI
| ● | Multilingual Events - unlocks the power of seamless communication at live events through real-time translation and captioning services. Attendees can effortlessly scan a QR code to access real-time captions in over 140 languages directly on their phones. | ||
| ● | Ease of Integration - integrates into the event setup, ensuring a smooth and hassle-free experience for organizers and attendees. User-friendly, web-based design and compatibility incorporates powerful multilingual features without technical complexities. | ||
| ● | Inclusive Communication - committed to breaking language barriers and making events accessible to all such as for those with hearing disabilities. Our solution provides real-time, multilingual closed captions, ensuring full engagement in conversations and presentations and fostering an inclusive event experience. | ||
| ● | Currently available for use in live events requiring multilingual support. |
VerbumOnsite ™ has been adopted for pilot programs at major international conferences, supporting live audience captions and mobile access in over 140 languages.
VerbumCall TM – AI-Powered Over-the-Phone Interpretation with No App or Internet Required
| ● | Multilingual Calls - unlocks the power of seamless communication over the phone; similar to having a translator readily available in 140+ languages. VerbumCall transforms any mobile device into a personal translator without the need for internet connection or additional applications. | ||
| ● | Ease of Integration - integrates into the users current systems incorporating powerful multilingual calls without technical complexities. | ||
| ● | Scalable & Confidential - offers a scalable solution that adapts to the users business needs, whether making one call or thousands of calls. Our AI-powered conversations enable calls to be private and secure, ensuring business communications are confidential and protected. | ||
| ● | Currently available for integration with major Contract Center as a Service (CCaaS) providers. |
Verbumcall™ has been deployed with early adopters in the bpo industry, proving its ability to lower costs and improve call handling time compared to human interpreters.
VerbumTM for Microstoft Teams – AI Translation for Multilingual Meetings
| ● | Enhances the Microsoft Teams experience by facilitating multilingual groups to come together in meetings. Enables collaborators from all over the world to work together without language barriers. Each attendee chooses the language that they will be speaking in and the language in which they want to see captions and chat. As each person speaks in their preferred language from a list of 95+ languages, it is translated in near real-time for the rest of the group. | ||
| ● | When a user selects their preferred language, it does not impact the other users in the meeting. The system allows each user to understand and be understood using their preferred language. | ||
| ● | Translates chat messages into 3 selected languages in near real-time to allow flow of communication. | ||
| ● | Enables a transcript function allowing the user to upload documents that can be translated into 95+ languages and shared with the whole team. | ||
| ● | No formal legal or commercial agreement is required with Microsoft for the operation of this product within Microsoft Teams. The Company fully complies with Microsoft’s comprehensive development, publishing, and certification standards to ensure functionality, security and accessibility. | ||
| ● | Integration with Microsoft Teams is achieved through Microsoft Teams APIs and compliance with a detailed manifest that undergoes thorough third-party review. The manifest governs Verbum’s features and ensures secure, real-time multilingual translation capabilities, including captions and chat translations for over 120 languages. Verbum interacts with Microsoft Teams by processing real-time meeting audio and chat data (with user permission) to deliver high-accuracy, AI-powered translations directly within the Microsoft Teams interface. | ||
| ● | Fully operational and available to users. |
| 18 |
| ● |
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.
Verbum SDK is now a foundation for OEM partnerships and emerging applications in healthcare, government, and customer support platforms. |
Recent Developments
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. Mr. Day’s resignation was in connection with the Settlement Agreement described above and was not the result of any disagreement with the Company on any matter relating to its operations, policies, or practices.
Components of Our Results of Operations
Net Revenue
We currently derive our revenue primarily from the sale of our products. We expect our net revenue to increase in the foreseeable future as we add new customers and offer additional products, though net revenue may fluctuate from quarter to quarter due to a variety of factors, including the pace of research and development and completion of additional products.
Revenue growth is expected to be driven by enterprise contracts with Nice Cxone clients, channel expansions with Accenture, and the introduction of Verbumagentis™ and Verbumlocal™. Early pilots have resulted in strong customer feedback.
Overall, the company believes that the strategic advancements made this quarter — including product expansion, enterprise partnerships, security certifications, and operational optimization — have significantly strengthened its position as a leader in ai-driven real-time multilingual communication. Management expects these initiatives to contribute to increased revenue, margin improvement, and greater market adoption in upcoming quarters.
Operating 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. The company is focusing on low-latency models, contextual domain training, and non-gen-ai approaches that ensure deterministic output and auditability. |
| ● | Salaries and Benefits : The Company plans to 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. Cloud infrastructure optimization has reduced operating costs and improved performance, supporting higher data throughput for real-time translation services. 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 has ongoing investments in automated deployment pipelines and customer success portals are improving client onboarding and global service delivery. This will include expenses related to logistics, software licensing, or server maintenance. |
| 19 |
Total Other Expense
Other expenses consist primarily of interest expense. It also includes any gains and loss attributable to the changes in fair market value from the derivative liabilities associated with the issuance of convertible notes.
Results of Operations for the Three Months Ended September 30, 2025 and 2024
The following table summarizes selected items from the statement of operations for the three months ended September 30, 2025 and 2024, respectively.
| Three months ended | Three months ended | |||||||
| September 30, 2025 | September 30, 2024 | |||||||
| Revenue | $ | 474,604 | $ | 3,478 | ||||
| Cost of revenue | 45,530 | - | ||||||
| Net profit | 429,074 | 3,478 | ||||||
| Operating expenses: | ||||||||
| Research and development | 373,440 | 202,168 | ||||||
| General and administrative | 623,796 | 537,164 | ||||||
| Advertising and marketing | 7,261 | 25,336 | ||||||
| Legal and professional | 115,215 | 139,600 | ||||||
| Total operating expenses | 1,119,712 | 904,268 | ||||||
| Loss from operations | (690,638 | ) | (900,790 | ) | ||||
| Other expense: | ||||||||
| Interest expense | (136,842 | ) | (34,563 | ) | ||||
| Total other expense | (136,842 | ) | (34,563 | ) | ||||
| Net loss | $ | (827,480 | ) | $ | (935,353 | ) | ||
Revenue and Cost of Revenue
Our net profit for the three months ended September 30, 2025 was $429,074, compared to $3,478 for the three months ended September 30, 2024, an increase of $425,596. Our cost of revenue increased from $0 for the three months ended September 30, 2024 to $45,530 for the three months ended September 30, 2025. The Company entered into several new sales and service contracts and began recognizing revenue from the new contracts during the period ended September 30, 2025.
| 20 |
Operating Expenses
Our total operating expenses for the three months ended September 30, 2025, were $1,119,712, compared to $904,268 for the three months ended September 30, 2024, an increase of $215,444. The increase in our operating expenses was primarily a result of (i) an increase in research and development expenses, from $202,168 for the three months ended September 30, 2024 to $373,440 for the three months ended September 30, 2025, (ii) increase in general and administrative expenses, from $537,164 for the three months ended September 30, 2024 to $623,796 for the three months ended September 30, 2025, offset by (iii) a decrease in legal and professional expenses, from $139,600 for the three months ended September 30, 2024 to $115,215 for the three months ended September 30, 2025 and (iv) decrease in advertising and marketing expenses, from $25,336 for the three months ended September 30, 2024 to $7,261 for the three months ended September 30, 2025, each of which were connected to management’s efforts to perform obligations related to new sales contracts.
Other Expense
For the three months ended September 30, 2025, other expense was $136,842. For the three months ended September 30, 2024, other expense was $34,563. Other expense increased by $102,279 primarily due to increased interest expense, which, in turn, was attributable to increased borrowings from 2024 to 2025.
Net Loss
Net loss for the three months ended September 30, 2025, was $827,480, compared to $935,353 for the three months ended September 30, 2024, a decrease of $107,873. The decrease in net loss was primarily due to increase net revenue.
Results of Operations for the Nine Months Ended September 30, 2025 and 2024
The following table summarizes selected items from the statement of operations for the nine months ended September 30, 2025 and 2024, respectively.
| Nine months ended | Nine months ended | |||||||
| September 30, 2025 | September 30, 2024 | |||||||
| Revenue | $ | 1,303,877 | $ | 14,354 | ||||
| Cost of revenue | 137,205 | - | ||||||
| Net profit | 1,166,672 | 14,354 | ||||||
| Operating expenses: | ||||||||
| Research and development | 845,924 | 653,732 | ||||||
| General and administrative | 1,768,223 | 1,672,388 | ||||||
| Advertising and marketing | 23,749 | 78,809 | ||||||
| Legal and professional | 528,415 | 491,733 | ||||||
| Total operating expenses | 3,166,311 | 2,896,662 | ||||||
| Loss from operations | (1,999,639 | ) | (2,882,308 | ) | ||||
| Other expense: | ||||||||
| Interest expense | (249,521 | ) | (60,655 | ) | ||||
| Total other expense | (249,521 | ) | (60,655 | ) | ||||
| Net loss | $ | (2,249,160 | ) | $ | (2,942,963 | ) | ||
| 21 |
Revenue and cost of revenue
Our net profit for the nine months ended September 30, 2025 was $1,166,672, compared to $14,354 for the nine months ended September 30, 2024, an increase of $1,152,318. Our cost of revenue increased from $0 for the nine months ended September 30, 2025 to $137,205 for the nine months ended September 30, 2025. The Company entered into several new sales and service contracts and began recognizing revenue from the new contracts during the period ended September 30, 2025.
Operating Expenses
Our total operating expenses for the nine months ended September 30, 2025, were $3,166,311, compared to $2,896,662 for the nine months ended September 30, 2024, an increase of $269,649. The increase in our operating expenses was primarily a result of (i) an increase in research and development expenses from $653,732 for the nine months ended September 30, 2024 to $845,924 for the nine months ended September 30, 2025, (ii) increase in general and administrative expenses from $1,672,388 for the nine months ended September 30, 2024 to $1,768,223 for the nine months ended September 30, 2025, (iii) decrease in advertising and marketing expenses from $78,809 for the nine months ended September 30, 2024 to $23,749 for the nine months ended September 30, 2025 and (iv) an increase in legal and professional expenses from $491,733 for the nine months ended September 30, 2024 to $528,415 for the nine months ended September 30, 2025, each of which were connected to management’s efforts to perform obligations related to new sales contracts, and increased consulting fees related to the registration of the Company with the SEC.
Other Expense
For the nine months ended September 30, 2025, other expense was $249,521 For the nine months ended September 30, 2024, other expense was $60,655. Other expense increased by $188,866 primarily due to increased interest expense, which, in turn, was attributable to increased borrowings from 2024 to 2025.
Net Loss
Net loss for the nine months ended September 30, 2025, was $2,249,160, compared to $2,942,963 for the nine months ended September 30, 2024, a decrease of $693,803. The decrease in net loss was primarily due to increase net revenue.
Liquidity and Capital Resources
The following table summarizes our total current assets, liabilities and working capital as of September 30, 2025 and December 31, 2024.
| September 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Current Assets | $ | 230,102 | $ | 314,847 | ||||
| Current Liabilities | $ | 4,307,032 | $ | 2,999,667 | ||||
| Working Capital (Deficit) | $ | (4,076,930 | ) | $ | (2,684,820 | ) | ||
As of September 30, 2025, we had working capital deficit of $4,076,930. 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. 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 executive management and related parties. As of September 30, 2025, we had cash of $138,447, total liabilities of $4,307,032, and an accumulated deficit of $41,765,314. As of December 31, 2024, we had cash of $215,816, total liabilities of $2,999,667, and an accumulated deficit of $39,516,154.
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Cash Flow
Comparison of the Nine Months Ended September 30, 2025 and the Nine Months Ended September 30, 2024
The following table sets forth the primary sources and uses of cash for the periods presented below:
| Nine Months Ended | ||||||||
| September 30, | ||||||||
| 2025 | 2024 | |||||||
| Net cash used in operating activities | $ | (1,370,618 | ) | $ | (2,380,281 | ) | ||
| Net cash provided by financing activities | 1,293,249 | 1,274,600 | ||||||
| Net change in cash | $ | (77,369 | ) | $ | (1,105,681 | ) | ||
Net Cash Used in Operating Activities
Net cash used in operating activities was $1,370,618 for the nine months ended September 30, 2025, compared to $2,380,281 for the nine months ended September 30, 2024, an decrease of $1,009,663. The change was primarily attributable to decrease in net losses and changes in accounts receivable, accounts payable and deferred revenue.
Net Cash Provided by Financing Activities
Net cash provided by financing activities was $1,293,249 for the nine months ended September 30, 2025, compared to $1,274,600 for the nine months ended September 30, 2024, an increase of $18,649. Our increase cash provided by financing activities was primarily attributable to our increase in proceeds from debt financing during 2025 offset by payments during 2025 and decrease in proceeds from issuance of common shares.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Our financial results are affected by the selection and application of accounting policies and methods. In the nine-month period ended September 30, 2025, there were no changes to the application of critical accounting policies previously disclosed in the Registration Statement.
CAUTIONARY NOTICE 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.
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NOTICE REGARDING TRADEMARKS
This report includes trademarks, tradenames and service marks that are our property or the property of others. Solely for convenience, such trademarks and tradenames sometimes appear without any “™” or “®” symbol. However, failure to include such symbols is not intended to suggest, in any way, that we will not assert our rights or the rights of any applicable licensor, to these trademarks and tradenames.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management is responsible for establishing and maintaining adequate disclosure controls and procedures for our company. Consequently, our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Exchange Act as of September 30, 2025. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. Based on that evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.
Based on the evaluation of our internal control over financial reporting, our management concluded that our internal control over financial reporting were not effective as of December 31, 2024 and September 30, 2025.
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, 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.
Changes in Internal Control Over Financial Reporting
During the nine-month period ended September 30, 2025, there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934).
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PART II - OTHER INFORMATION
ITEM 1. 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 1A. RISK FACTORS
As a smaller reporting company, we are not required to provide information typically disclosed under this item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Stock Options
During the nine months ended September 30, 2025, the Company recognized $251,703 of expense related to outstanding stock options.
As of September 30, 2025, the outstanding and exercisable options had a weighted average remaining term of 4.25 with an intrinsic value of $0.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None
ITEM 4. MINE SAFETY DISCLOSURES
The disclosure required by this item is not applicable.
ITEM 5. OTHER INFORMATION
During
the nine-month period ended September 30, 2025, no director or officer
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ITEM 6. EXHIBITS .
| * | Filed herewith |
| ** | Previously filed |
| † | Indicates management contract or compensatory plan or arrangement |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registration has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Signature | Title | Date | ||
| /s/ Saul Leal |
Chief
Executive Officer
Chief Financial Officer |
November 14, 2025 | ||
| Saul Leal | (Principal Executive Officer; Principal Financial Officer) |
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