10-Q

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

DC 20549

FORM

10-Q

(MarkOne)

☒

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

Forthe quarterly period ended ### September 30, 2025

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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Commission

File Number: 001-41963

VOCODIA

HOLDINGS CORP

(ExactName of Registrant as Specified in its Charter)

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

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

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

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

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

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

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

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

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

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

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

As

of December 19, 2025, the registrant had 10,942,818,682 shares of common stock, $0.0001 par value per share, outstanding.

Table

of Contents

		Page
PART I.	FINANCIAL INFORMATION	1
Item<br> 1.	Condensed<br> Consolidated Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Statements of Operations	2
	Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit)	3
	Condensed Consolidated Statements of Cash Flows	4
	Notes to Unaudited Condensed Consolidated Financial Statements	5
Item<br> 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	31
Item<br> 3.	Quantitative and Qualitative Disclosures About Market Risk	41
Item<br> 4.	Controls and Procedures	41
PART II.	OTHER INFORMATION	42
Item<br> 1.	Legal Proceedings	42
Item<br> 1A.	Risk Factors	43
Item<br> 2.	Unregistered Sales of Equity Securities and Use of Proceeds	43
Item<br> 3.	Defaults Upon Senior Securities	43
Item<br> 4.	Mine Safety Disclosures	43
Item<br> 5.	Other Information	43
Item<br> 6.	Exhibits	44
Signatures		45

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PART

I—FINANCIAL INFORMATION

Vocodia

Holdings Corp

Condensed

Consolidated Balance Sheets

			December 31,
			2024
ASSETS
Current Assets
Cash	4,057		$	281
Accounts receivable, net	19,369			50,000
Prepaid expenses and other assets	5,181			78,076
Total Current Assets	28,607			128,357
Non-Current Assets
Property and equipment, net	14,153			18,912
Digital assets	9,023			-
Other assets	-			713
Total Non-Current Assets	23,176			19,625
TOTAL ASSETS	51,783		$	147,982
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued liabilities	3,103,909		$	1,945,207
Liquidate damages payable	74,844			-
Contract liabilities	15,950			15,950
Related party payable	55,872			98,980
Note payable	40,000			40,000
Convertible notes payable, net	470,207			157,871
May 2025 convertible note	891,664			-
Warrant liability	23,517			-
Derivative liability	2,448,488			105,337
Total Current Liabilities and Total Liabilities	7,124,451			2,363,345
Commitments and contingencies	-			-
Shareholders’ Deficit
Preferred stock, 0.0001 par value; 24,000,000 shares authorized;
Series A Preferred Stock, 4,000,000 shares designated, 0.0001 par value; 4,000,000 shares issued and outstanding as of September 30, 2025, and December 31, 2024	400			400
Series B Preferred Stock, 3,000 shares designated, 0.0001 par value; 0 and 0 shares issued and outstanding as of September 30, 2025, and December 31, 2024	-			-
Series C Convertible Preferred Stock, 7,000 shares designated, 0.0001 par value; 0 shares issued and outstanding as of September 30, 2025, and December 31, 2024	-			-
Series D Redeemable Preferred Stock, 20,000 shares designated, 0.0001 par value;0 shares issued and outstanding as of September 30, 2025, and December 31, 2024	-			-
Preferred Stock, value	-			-
Common stock, 0.0001 par value: 15,000,000,000 shares authorized; 3,735,352,600 and 300,213,026 shares issued and outstanding, as of September 30, 2025, and December 31, 2024, respectively	373,535			30,021
Additional paid-in capital	99,094,672			98,361,469
Accumulated deficit	(106,541,275	)		(100,607,253	)
Total shareholders’ deficit	(7,072,668	)		(2,215,363	)
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT	51,783		$	147,982

All values are in US Dollars.

The

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

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Vocodia

Holdings Corp

Condensed

Consolidated Statements of Operations

(Unaudited)

	For the Three Months Ended<br> September 30,						For the Nine Months Ended<br> September 30,
	2025			2024			2025			2024
Sales, net	$	51,324		$	50,156		$	66,461		$	50,231
Cost of sales		40,636			74,062			126,575			130,321
Gross loss		10,688			(23,906	)		(60,114	)		(80,090	)
Operating Expenses
General and administrative expense		368,534			740,010			1,058,489			3,188,266
Salaries and wages		3,000			349,731			3,000			1,179,038
Research and development and other service providers					217,360			53,550			1,339,250
Consulting expense – related party		38,500			-			107,277			-
Total Operating Expenses		410,034			1,307,101			1,222,316			5,706,554
Operating loss		(399,346	)		(1,331,007	)		(1,282,430	)		(5,786,644	)
Other income (expense)
Other income		21,808			1,875			21,808			76,943
Gain on digital assets		18,352			-			2,948			-
Gain on Solana used to repay loan held by related party		6,992						6,992			-
Liquidated damages		-			-			(710,375	)		-
Loss on issuance of May 2025 convertible note and warrants		-						(756,621	)
Change in fair value of May 2025 convertible note		(492,933	)		-			(464,881	)		-
Change in fair value of warrant liability		732,101						699,771
Derivative expense and change in fair value of derivative liability		(1,164,441	)		-			(2,293,151	)		115,296
Gain from forgiveness of payables		-			-			79,500			-
Loss on settlement of debts		(191,527	)		-			(359,357	)		(3,824,936	)
Bad debt expense		-			-			(50,000	)		-
Interest expense		(422,244	)		(1,550	)		(828,226	)		(415,703	)
Total other expense		(1,491,892	)		325			(4,651,592	)		(4,048,400	)
Net Income (Loss)	$	(1,891,238	)	$	(1,330,682	)	$	(5,934,022	)	$	(9,835,044	)
Basic and diluted loss per common share		(0.00	)		(0.00	)		(0.00	)		(0.02	)
Weighted average number of common shares outstanding, basic and diluted		3,420,259,501			748,869,534			1,687,709,517			550,232,567

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The

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

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Vocodia

Holdings Corp

Condensed

Consolidated Statements of Stockholders’ Deficit

(Unaudited)

	For the Nine Months Ended September 30, 2025
	Series A <br> Preferred Stock				Series B <br> Preferred Stock				Common Stock				Additional Paid-In			Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Capital			Deficit			Equity
Balances, December 31, 2024		4,000,000	$	400		-	$	-		300,213,026	$	30,021	$	98,361,469		$	(100,607,253	)	$	(2,215,363	)
Common stock issued for exercise of warrants		-		-		-		-		181,997,673		18,200		(18,200	)		-			-
Issuance of common stock for settlement of debt		-		-		-		-		101,855,000		10,186		157,612			-			167,798
Net Loss		-		-		-		-		-		-		-			(1,172,814	)		(1,172,814	)
Balances, March 31, 2025		4,000,000	$	400		-	$	-		584,065,699	$	58,407	$	98,500,881		$	(101,780,067	)	$	(3,220,379	)
Exercise of warrants		-		-		-		-		178,775,882		17,877		(17,878	)		-			(1	)
Issuance of common stock for settlement of debt		-		-		-		-		277,500,000		27,750		149,641			-			177,391
Conversion of convertible notes to common stock		-		-		-		-		215,872,893		21,587		140,905			-			162,492
Net Loss		-		-		-		-		-		-		-			(2,869,971	)		(2,869,971	)
Balances, June 30, 2025		4,000,000	$	400		-	$	-		1,256,214,474	$	125,621	$	98,773,549		$	(104,650,038	)	$	(5,750,468	)
Exercise of warrants		-		-		-		-		318,741,584		31,874		(31,874	)		-			-
Issuance of common stock for settlement of debt		-		-		-		-		1,246,900,000		124,690		254,860			-			379,550
Conversion of convertible notes to common stock		-		-		-		-		850,996,542		85,100		85,637			-			170,737
Issuance of common stock for services		-		-		-		-		62,500,000		6,250		12,500			-			18,750
Net Income (Loss)		-		-		-		-		-		-		-			(1,891,238	)		(1,891,238	)
Balances, September 30, 2025		4,000,000		400		-		-		3,735,352,600		373,535		99,094,672			(106,541,275	)		(7,072,668	)
	For the Nine Months Ended September 30, 2024
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Series A <br> Preferred Stock				Series B <br> Preferred Stock					Common Stock				Additional Paid-In			Accumulated			Total Stockholders’
	Shares		Amount		Shares			Amount		Shares		Amount		Capital			Deficit			Equity
Balances, December 31, 2023		4,000,000	$	400		1,305		$	-		4,234,747	$	423	$	86,839,777		$	(90,508,170	)	$	(3,667,570	)
Issuance of Series B Preferred Stock		-		-		605			-						605,000			-			605,000
Common stock units issued for cash		-		-		-			-		1,400,000		140		5,372,647			-			5,372,787
Deferred offering costs		-		-		-			-						(4,110,101	)		-			(4,110,101	)
Issuance of common stock for settlement of debt		-		-		-			-		143,262		15		286,793			-			286,808
Common stock issued for conversion of debt		-		-		-			-		1,801,880		180		7,657,810			-			7,657,990
Common stock issued for conversion of Series B Preferred Stock		-		-		(1,910	)		-		691,404		69		(69	)		-			-
Common stock issued for exercise of warrants		-		-		-			-		8,920,700		892		(892	)		-			-
Series C warrants issued		-		-		-			-		-		-		1,503,514			-			1,503,514
Stock based compensation		-		-		-					-		-		153,000			-			153,000
Net Loss		-		-		-			-		-		-					(6,945,370	)		(6,945,370	)
Balances, March 31, 2024		4,000,000	$	400		-		$	-		17,191,993	$	1,719	$	98,307,479		$	(97,453,540	)	$	856,058
Common stock issued for exercise of warrants		-		-		-			-		117,095,110		11,710		49,363			-			61,073
Net Loss		-		-		-			-		-		-		-			(1,558,992	)		(1,558,992	)
Balances, June 30, 2024		4,000,000	$	400		-		$	-		134,287,103	$	13,429	$	98,356,842		$	(99,012,532	)	$	(641,861	)
Common stock issued for exercise of warrants		-		-		-			-		95,079,288		9,508		11,540			-			21,048
Net Income (Loss)		-		-		-			-		-		-		-			(1,330,682	)		(1,330,682	)
Balances, September 30, 2024		4,000,000		400		-			-		229,366,391		22,937		98,368,382			(100,343,214	)		(1,951,495	)

The

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

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Vocodia

Holdings Corp

Condensed

Consolidated Statements of Cash Flows

(Unaudited)

	For the Nine Months Ended<br> September 30,
	2025			2024
Cash flows from operating activities:
Net loss	$	(5,934,022	)	$	(9,835,044	)
Adjustment to reconcile net loss to net cash used in operating activities:
Depreciation		4,759			4,899
Amortization of debt issuance costs		203,663			165,963
Liquidated damages - warrants		710,375			-
Gain on digital assets		(2,948	)		-
Gain on Solana used to repay loan held by related party		(6,992	)		-
Stock-based compensation		-			153,000
Bad debt expense		50,000			-
Convertible note default penalty		14,400			146,054
Loss on issuance of May 2025 convertible note and warrants		756,621			-
Change in fair value of May 2025 Convertible Note		464,881			-
Change in fair value of warrant liability		(699,771	)		-
Derivative expense and change in fair value of derivative liability		2,293,151			(115,296	)
Loss on settlement of debt		359,357			3,824,936
Settlement of accounts payable		(79,500	)		(60,861	)
Changes in operating assets and liabilities:
Accounts receivable		(19,369	)		(50,155	)
Prepaid expense and other assets		72,894			(145,442	)
Other assets		713			(127	)
Accounts payable and accrued expenses		1,201,418			626,748
Related party payable		(43,108	)		-
Net change in operating right-of-use lease asset and liability		-			(3,760	)
Net cash used in operating activities		(653,478	)		(5,289,085	)
Cash flows from investing activities:
Purchase of property and equipment		-			(2,131	)
Purchases of digital assets		(180,562	)		-
Proceeds from sales of digital assets		181,479			-
Net cash used in investing activities		917			(2,131	)
Cash flows from financing activities:
Proceeds from issuance of common stock units		-			5,372,787
Deferred offering costs		-			(24,375	)
Proceeds from exercise of warrants		-			82,121
Proceeds from issuance of series B preferred stock		-			605,000
Proceeds from related party payable		-			883
Proceeds from notes payable		-			30,000
Proceeds from convertible notes payable		285,714			84,000
Proceeds from May 2025 convertible note		350,000			-
Issuance costs of May 2025 convertible note		47,222			-
Repayment of notes payable		-			(55,000	)
Repayment of convertible notes payable		(26,599	)		(802,984	)
Net cash provided by financing activities		656,337			5,292,432
Net decrease in cash		3,776			1,216
Cash, beginning of year		281			-
Cash, end of year	$	4,057		$	1,216
Supplemental cash flow information:
Cash paid for interest	$	-		$	109,088
Cash paid for taxes	$	-		$	-
Supplemental non-cash investing and financing activities:
Series C warrants issued	$	-		$	1,503,514
Issuance of common stock for settlement of debt	$	-		$	93,298
Issuance of common stock for settlement of debt - related parties	$	-		$	193,510
Common stock issued for conversion of debt	$	-		$	7,657,990
Common stock issued for conversion of Series B Preferred Shares	$	-		$	69
Common stock issued for exercise of warrants	$	67,952		$	22,110

The

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

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VOCODIA

HOLDINGS, INC.

NOTES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September

30, 2025

NOTE

1 – ORGANIZATION AND GOING CONCERN

Organizationand Business Overview

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

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

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

GoingConcern

The

Company’s consolidated financial statements are prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States including the assumption of a going concern basis, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, as shown in the accompanying consolidated financial statements, during the nine months ended September 30, 2025, the Company had net loss of approximately $5.9 million and used cash in operations of approximately $0.7 million. As of September 30, 2025, the Company had an accumulated deficit of $106.5 million and negative working capital of $7.1 million. The Company expects to continue to incur significant expenditures to develop its technology. As such, there is substantial doubt about the company’s ability to continue as a going concern.

Management

recognizes that the Company must obtain additional resources to successfully develop its technology and implement its business plans. Through September 30, 2025, the Company has received funding in the form of indebtedness and from the sale stock subscriptions. In May 2025, the Company closed on a private offering pursuant to a Securities Purchase Agreement with an accredited investor, pursuant to which the investor purchased a Senior Secured Convertible Note in the original principal amount of $3.3 million including an original issue discount (“OID”) of $0.3 million. As of September 30, 2025, the Company had received total proceeds of $350,000 from the Senior Secured Convertible Note. Management plans to continue to raise funds and/or refinance our indebtedness to support our operations in 2025 and beyond. However, no assurances can be given that we will be successful. If management is not able to timely and successfully raise additional capital and/or refinance indebtedness, the implementation of the Company’s business plan, financial condition and results of operations will be materially affected These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE

2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basisof Presentation

The accompanying unaudited condensed consolidated financial statements were prepared using accounting principles generally accepted in the United States of America (“U.S GAAP”) for interim financial information and the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, these unaudited condensed consolidated financial statements do not include all information or notes required by U.S. GAAP for annual consolidated financial statements and should be read in conjunction with the Company’s annual financial statements for the year ended December 31, 2024 included within the Company’s Current Report on Form 10-K, originally filed with the SEC on April 30, 2025.

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In the opinion of management, the unaudited consolidated condensed financial statements included herein contain all adjustments necessary to present fairly the Company’s financial position and the results of its operations and cash flows for the interim periods presented. Such adjustments are of a normal recurring nature. The results of operations for the nine months ended September 30, 2025, may not be indicative of results for the full year.

Basisof Consolidation

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

Useof Estimates

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

Cash

The

Company considers all highly liquid money market funds and certificates of deposit with original maturities of less than three months to be cash equivalents. The Company maintains its cash balance with various banks. The balances are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. The Company monitors the cash balances held in its bank accounts. As of September 30, 2025, and December 31. 2024, the Company did not have any cash balances which exceeded the insured amounts.

Propertyand Equipment

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

SCHEDULE

OF ESTIMATED USEFUL LIVES

Furniture and fixtures	7 years
Computer equipment	5 years

AccountsReceivable

Accounts receivables are recorded at the amount the Company expects to collect on the balance outstanding at year-end. Management closely monitors outstanding balances during the year and allocates an allowance account if appropriate. The Company estimates and records a provision for its expected credit losses related to its financial instruments, including its trade receivables and contract assets. The Company considers historical collection rates, the current financial status of its customers, macroeconomic factors, and other industry-specific factors when evaluating for current expected credit losses. Forward-looking information is also considered in the evaluation of current expected credit losses. However, because of the short time to the expected receipt of accounts receivable, the Company believes that the carrying value, net of expected losses, approximates fair value and therefore relies more on historical and current analysis of such financial instruments.

As

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

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RevenueRecognition

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

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

FairValue of Financial Instruments

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

●	Level<br> 1: Observable inputs such as unadjusted quoted prices in active markets for identical instruments.
●	Level<br> 2: Quoted prices for similar instruments that are directly or indirectly observable in the marketplace.
●	Level<br> 3: Significant unobservable inputs which are supported by little or no market activity and that are financial instruments whose values<br> are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which<br> the determination of fair value requires a significant judgment or estimation.

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

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

Set out below are the Company’s financial instruments that are required to be remeasured at fair value on a recurring basis and their fair value hierarchy as of September 30, 2025, and as of December 31, 2024:

SCHEDULE

OF REMEASURED AT FAIR VALUE ON A RECURRING BASIS

September 30, 2025	Level 1		Level 2		Level 3		Carrying Value
Liabilities:
Derivative Liability – Conversion Feature	$	-	$	-	$	62,704	$	62,704
Derivative Liability – December 2024 Note Conversion Feature	$	-	$	-	$	2,281,813	$	2,281,813
May 2025 Convertible Note	$	-	$	-	$	891,664	$	891,664
May 2025 Warrant Liability	$	-	$	-	$	23,517	$	23,517
Derivative Liability – 1800 Diagonal Note	$	-	$	-	$	103,971	$	103,971
December 31, 2024	Level 1		Level 2		Level 3		Carrying Value
---	---	---	---	---	---	---	---	---
Liabilities:
Derivative Liability – Conversion feature	$	-	$	-	$	105,337	$	105,337

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Advertising

The

Company expenses advertising costs as incurred. Advertising expenses for the three and nine months ended September 30, 2024, were $162,875 and $392,243, respectively. Advertising expenses for the three and Nine months ended September 30, 2025, were $(45,103) and $171,197, respectively.

Share-BasedCompensation

The Company accounts for employee and non-employee stock awards under ASC 718, Compensation – Stock Compensation, whereby equity instruments issued to employees for services are recorded based on the fair value of the instrument issued and those issued to nonemployees are recorded based on the fair value of the consideration received or the fair value of the equity instrument, whichever is more reliably measurable. Equity grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service. Further information regarding share-based compensation can be found in Note 13 – Stock-Based Compensation and Warrants.

DerivativeFinancial Instruments

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

Warrants

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

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

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May2025 Convertible Note

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

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

Basicand Diluted Net Loss Per Share of Common Stock

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

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

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For the nine months ended September 30, 2025, and 2024, the following common stock equivalents were excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive.

SCHEDULE

OF COMPUTATION OF DILUTED NET LOSS PER SHARE

	September 30,		September 30,
	2025		2024
	Shares		Shares
Warrants		612,910,986		1,593,553
Convertible notes payable		4,847,901,393		-
Liquidated damages payable		1,213,561,250		-
Anti-dilutive		6,674,373,629		1,593,553

Leases

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

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

EmergingGrowth Company

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

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

RecentlyIssued Accounting Pronouncements

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

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

There have been no other recent accounting pronouncements, changes in accounting pronouncements or recently adopted accounting guidance during the nine months ended September 30, 2025, that are of significance or potential significance to the Company.

RecentlyAdopted Accounting Pronouncements

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

NOTE

3 – PREPAID EXPENSE AND OTHER ASSETS

As of September 30, 2025, and December 31, 2024, prepaid expenses and other assets consisted of the following:

SCHEDULE

OF PREPAID EXPENSES AND OTHER ASSETS

	September 30,		December 31,
	2025		2024
Prepaid operating expense	$	4,181	$	53,627
Prepaid insurance		-		23,449
Loan to related party		1,000		1,000
Total prepaid expense and other assets	$	5,181	$	78,076

NOTE

4 – PROPERTY AND EQUIPMENT

As of September 30, 2025, and December 31, 2024, property and equipment consisted of the following:

SCHEDULE

OF PROPERTY AND EQUIPMENT

	September 30,			December 31,
	2025			2024
Furniture and Fixtures	$	27,877		$	27,877
Computer Equipment		11,815			11,815
Total Property and Equipment		39,692			39,692
Less: accumulated depreciation and amortization		(25,539	)		(20,780	)
Property and Equipment, net	$	14,153		$	18,912

During

the three months ended September 30, 2025, and 2024, depreciation expense relating to property and equipment was $1,586 and $1,940 respectively. During the nine months ended September 30, 2025, and 2024, depreciation expense relating to property and equipment was $4,759 and $4,899 respectively.

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NOTE

5 – DIGITAL ASSETS

The Company accounts for its digital assets as indefinite-lived intangible assets in accordance with ASC 350, Intangibles—Goodwilland Other and ASU 2023-08. As of September 30, 2025, the Company’s digital assets were composed primarily of Solana and Ethereum, with trivial holdings of Bitcoin. The Company’s digital assets are initially recorded at cost. Subsequent to the Company’s adoption of ASU 2023-08 on January 1, 2025, digital assets are measured at fair value as of each reporting period. The Company determines the fair value of its digital assets in accordance with ASC 820, Fair Value Measurement, based on quoted (unadjusted) prices on the Kraken exchange, the active exchange that the Company has determined is its principal market for Solana (Level 1 inputs). Changes in fair value are recognized as incurred in the Company’s Consolidated Statements of Operations, within “Losses on digital assets”, within the Company’s Consolidated Statement of Operations.

The following table summarizes the Company’s digital asset holdings as of September 30, 2025, and December 31, 2024:

SCHEDULE

OF DIGITAL ASSET HOLDINGS

	September 30,		December 31,
	2025		2024
Number of Solana units held		43		-
Digital asset carrying value	$	9,023	$	-

Solana, Bitcoin and Ethereum are digital assets, which is a novel asset class that is subject to significant legal, commercial, regulatory and technical uncertainty. Holding these digital assets does not generate any cash flow and involves custodial fees and other costs. Additionally, the price of these digital assets has historically experienced significant price volatility, and a significant decrease in the price of Solana or Ethereum would adversely affect the Company’s financial condition and results of operations. The Company’s strategy of acquiring and holding digital assets also exposes it to counterparty risks with respect to the custody of its digital assets, cybersecurity risks, and other risks inherent to holding a digital asset. In particular, the Company is subject to the risk that, if its private keys with respect to its digital assets are lost or destroyed or other similar circumstances or events occur, the Company may lose some or all of its digital assets, which could materially adversely affect the Company’s financial condition and results of operations.

RelatedParty Digital Asset Loan Collateral

During

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

On

July 23, 2025, Podolak’s personal loan was amended to increase its principal to $70,695 (Note 18 – Subsequent Events). On August 19, 2025, the loan was fully repaid in the amount of $64,615.87 through the sale of 382.94 units of Solana, and the remaining 378.06 units of Solana previously pledged as collateral were released back to the Company. As of the repayment date, there are no remaining obligations under the loan agreement.

As

of September 30, 2025, the Company had a related party erceivable balance of $21,379 due to expenses incurred by Brian Podolak on behalf of the Company (Note 15 - Related Party Transactions).

NOTE

6 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

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

SCHEDULE

OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES

	September 30,		December 31,
	2025		2024
Accounts payable	$	1,872,061	$	1,546,845
Accrued expenses		652,602		386,750
Accrued interest		579,246		11,612
Accounts payable and accrued expenses	$	3,103,909	$	1,945,207

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NOTE

7 – OPERATING LEASES

As of September 30, 2025, and December 31, 2024, the Company had two short-term month-to-month leases. The Company previously had one long-term lease that was used for the Company’s corporate offices. However, the Company moved out of the premises on December 15, 2024. As of September 30, 2025, and December 31, 2024, our lease liabilities were nil.

SCHEDULE

OF OPERATING LEASES

	Three Months Ended
	September 30,
	2024
The components of lease expense were as follows:
Short-term lease cost	$	1,699
Operating lease cost		30,069
Total lease cost	$	31,768
	Nine Months Ended
---	---	---	---
	September 30,
	2024
The components of lease expense were as follows:
Short-term lease cost	$	17,911
Operating lease cost		90,207
Total lease cost	$	108,118
Supplemental cash flow information related to leases was as follows:
Operating cash flows from operating leases	$	93,965
Weighted-average remaining lease term - operating leases (year)		2.17
Weighted-average discount rate - operating leases		6.50	%

NOTE

8 – NOTE PAYABLE

On

December 16, 2024, the Company issued a note payable of $40,000 to pay professional fees. The note is unsecured, due 180 days from issuance and incurs interest at 20% per annum. During the three and nine months ended September 30, 2025, the Company recognized interest expense of $2,016 and $5,984, respectively, due to the note payable. As of September 30, 2025, and December 31, 2024, the Company had a note payable balance of $40,000. As of September 30, 2025, and December 31, 2024, the Company had accrued interest of $6,312 and $329, respectively. As of September 30, 2025, the note payable is past due.

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NOTE

9 – CONVERTIBLE NOTES PAYABLE

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

SCHEDULE OF CONVERTIBLE NOTES PAYABLE

	Principal		Maturity	Interest			September 30,			December 31,
Issuance Date	Amount		Date	Rate			2025			2024
September 2024 Note		105,300	June 30, 2025		22	%	$	-		$	105,300
November 2024 Note		57,500	May 12, 2025		15	%		-			57,500
December 2024 Note		60,000	June 20, 2025		20	%		-			60,000
January 2025 Note		96,000	June 20, 2025		20	%		110,400			-
March 2025 Note 1		56,000	December 15, 2025		12	%		56,000			-
March 2025 Note 2		30,000	December 7, 2025		15	%		30,000			-
March 2025 Note 3		30,000	December 18, 2025		15	%		30,000			-
March 2025 Note 4		285,714	December 10, 2025		10	%		285,714			-
Total face value							$	512,114		$	222,800
Unamortized debt discount and issuance costs								(41,907	)		(64,929	)
Total convertible notes								470,207			157,871
Current portion of convertible notes								(470,207	)		(157,871	)
Long-term convertible notes							$	-		$	-

September2024 Note

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

The September 2024 Note requires payments of principal and accrued interest as follows: 1) $59,495 shall be due by March 30, 2025, 2) beginning on April 30, 2025, four payments of $14,874 shall be due on the 30^th^ day of each month

. During the three months ended

March 31, 2025, the Company repaid principal of $48,663 and accrued interest of $11,337. During the three months ended June 30, 2025, the holder of the September 2024 Note and the Company agreed to convert a total of $52,413 of principal and $2,352 of accrued interest into 132,730,036 shares of common stock. As a result, the Company recognized a loss on conversion of $44,042. The remaining balance and interest was due on June 30, 2025. On July 9, 2025, the holder of the September 2024 Note and the Company agreed to convert $4,224 of principal to 40,382,256 shares of common stock. As a result, the Company recognized a loss on conversion of $11,929.

The

Company recognized the amortization of debt discounts of $1,457 and $13,862 for the three and nine months ended September 30, 2025, respectively, due to the September 2024 Note. As of December 31, 2024, and September 30, 2025, the outstanding debt discount balance for the September 2024 Note was $22,762 and $0, respectively. As of September 30, 2025, the September 2024 Note has been fully converted into shares of common stock, and no principal or interest remains outstanding.

November2024 Note

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

On

May 13, 2025, the holder of the November 2024 Note elected to convert $8,688 of principal and $4,312 of accrued interest into 37,142,857 shares of common stock. As a result, the Company recognized a loss on conversion of $9,286. On May 21, 2025, the holder of the November 2024 Note elected to convert $16,100 of principal into 46,000,000 shares of common stock. As a result, the Company recognized a loss on conversion of $25,300. On July 8, 2025, the holder of the November 2024 Note elected to convert $13,650 of principal into 65,000,000 shares of common stock. As a result, the Company recognized a loss on conversion of $12,350. On July 31, 2025, the holder of the November 2024 Note elected to convert $7,000 of principal into 100,000,000 shares of common stock. As a result, the Company recognized a loss on conversion of $3,000. On August 6, 2025, the holder of the November 2024 Note elected to convert $8,750 of principal into 125,000,000 shares of common stock. As a result, the Company recognized a loss on conversion of $16,250. On August 12, 2025, the holder of the November 2024 Note elected to convert $3,312 of principal into 47,314,286 shares of common stock. As a result, the Company recognized a loss on conversion of $6,151.

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During

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

December2024 Note

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

On

January 17, 2025, the December 2024 Note was amended to increase its principal to $96,000 with a $16,000 original issue discount. The Company determined the amendment qualified as a debt extinguishment in accordance with ASC 470 Debt. As a result, the Company recognized a gain on extinguishment of debt of $11,156. As of June 30, 2025, the December 2024 Note was past due and as a result, the December 2024 Note incurred a 15% late penalty fee which increased the outstanding principal by $14,400. The Company recognized interest expense of $326,706 and $569,747 for the three and nine months ended September 30, 2025, respectively, due to the December 2024 Note. As of December 31, 2024, and September 30, 2025, the outstanding debt discount balance for the December 2024 Note was $0.

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

On

July 14, 2025, the holder of the December 2024 Note elected to convert $5,337 of principal to 59,300,000 shares of common stock. As a result, the Company recognized a loss on conversion of $12,453. On July 21, 2025, the holder of the December 2024 Note elected to convert $8,550 of principal to 95,000,000 shares of common stock. As a result, the Company recognized a loss on conversion of $19,950. On August 1, 2025, the holder of the November 2024 Note elected to convert $4,500 of principal to 75,000,000 shares of common stock. As a result, the Company recognized a loss on conversion of $10,500. On August 4, 2025, the holder of the December 2024 Note elected to convert $6,300 of principal to 105,000,000 shares of common stock. As a result, the Company recognized a loss on conversion of $14,700. On August 12, 2025, the holder of the December 2024 Note elected to convert $8,340 of principal to 139,000,000 shares of common stock. As a result, the Company recognized a loss on conversion of $19,460.

March2025 Notes

On March 3, 2025, the Company entered into a convertible note (the “March 2025 Note 1”) with a principal of $56,000. The March Note 1 was issued with a $6,000 original issue discount and incurs interest at a rate of 12% per annum. The March Note 1 is convertible at the option of the holders at any time after 180 days of this issuance date of Note, and the conversion price is 61% multiplied by the lowest trading price of Company’s common stock during the 10 trading days prior to the conversion date. During the three and nine months ended September 30, 2025, the Company recognized interest expense of $1,694 and $3,885, respectively, due to the March 2025 Note 1. The Company recognized the amortization of debt discounts of $1,923 and $4,411 for the three and nine months ended September 30, 2025, respectively, due to the March 2025 Note 1. As of September 30, 2025, the outstanding debt discount balance for the March 2025 Note 1 was $1,590.

During the current quarter, the conversion feature became exercisable (180 days after issuance). As of September 30, 2025, the Company determined that in accordance with ASC 815 Derivatives and Hedging the conversion feature of the March 2025 Note required bifurcation and separate accounting as a derivative liability from the host instrument. The Company has valued the conversion feature using a Monte Carlo valuation model (Note 11 – Derivative Liabilities).

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| --- |

On March 7, 2025, and March 18, 2025, the Company entered into two convertible notes (the “March 2025 Note 2” and “March 2025 Note 3”, respectively) with an investor. The March 2025 Note 2 and March 2025 Note 3 both have a principal of $

30,000

. They were also both issued with a $

5,000

original issue discount and both have a 15% annual interest rate. Both notes are convertible at the option of the holder at any time with a conversion price equal to 60% multiplied by the lowest trading price of Company’s common stock during the 10 trading days prior to the conversion date.

During

the three and nine months ended September 30, 2025, the Company recognized interest expense of $1,134 and $2,552, respectively, due to the March 2025 Note 2. The Company recognized the amortization of debt discounts of $10,036 and $22,582 for the three and nine months ended September 30, 2025, respectively, due to the March 2025 Note 2. As of September 30, 2025, the outstanding debt discount balance for the March 2025 Note 1 was $7,419. During the three and nine months ended September 30, 2025, the Company recognized interest expense of $1,134 and $2,416, respectively, due to the March 2025 Note 3. The Company recognized the amortization of debt discounts of $10,036 and $21,382 for the three and nine months ended September 30, 2025, respectively, due to the March 2025 Note 3. As of September 30, 2025, the outstanding debt discount balance for the March 2025 Note 1 was $8,619.

The

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

On

March 12, 2025, the Company entered into a convertible note (the “March 2025 Note 4”) with a total principal of $285,714 and a total original issue discount of $85,714. The March 2025 Note 4 incurs interest at 10% per annum. As of September 30, 2025, the Company had received proceeds of $200,000 due to the March 2025 Note 4, resulting in a principal balance of $285,714 and an original issue discount balance of $85,714. The March 2025 Note 4 is convertible into common shares at any time, with a conversion price equal to the lowest daily Volume-Weighted Average Price on the trading day immediately prior to the date that a tranche of funding is advanced to the Company. During the three and nine months ended September 30, 2025, the Company recognized interest expense of $7,202 and $12,830, respectively, due to the March 2025 Note 4. The Company recognized the amortization of debt discounts of $(18,585) and $8,550 for the three and nine months ended September 30, 2025, respectively, due to the March 2025 Note 4. As of September 30, 2025, the outstanding debt discount balance for the March 2025 Note 4 was $24,280.

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NOTE

10 – MAY 2025 CONVERTIBLE NOTE

On

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

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

The

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

As

of September 30, 2025, the Company has issued an aggregate principal of $427,777 of May 2025 Convertible Notes and received $350,000 in cash proceeds.

Additionally,

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

Due

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

For

the nine months ended September 30, 2025, the Company recorded a loss of $464,881 related to the change in fair value of the May 2025 Convertible Note which was recognized in other income (expense) in the consolidated statements of operations.

Interest

expense on the May 2025 Convertible Note was $4,638 and $13,528, respectively, for the three and nine months ended September 30, 2025, and is included within change in fair value of the convertible notes in the consolidated statement of operations.

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

SCHEDULE

OF CONVERTIBLE NOTE

Balance, January 1, 2025	$	-
Note issuances		333,333
Change in fair value		(31,824	)
Balance, June 30, 2025	$	301,509
Plus: accrued interest		3,772
Balance, June 30, 2025	$	305,281
Change in fair value		453,347
Plus: proceeds received		100,000
Plus: debt discount		22,222
Plus: accrued interest		10,814
Balance, September 30, 2025 – Convertible Notes FVO	$	891,664

In

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

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NOTE

11 – DERIVATIVE LIABILITITES

The

Company regularly evaluates its convertible notes for derivative liabilities each reporting period. As of September 30, 2025, the Company determined that in accordance with ASC 815 Derivatives and Hedging the conversion feature of the December 2024 Note and March 2025 Note required bifurcation and separate accounting as a derivative liability from the host instrument. For the December 2024 Note, the derivative liability was revalued at September 30, 2025, resulting in a fair value of $2,281,813. The change in fair value during the quarter ended September 30, 2025, was recognized as a loss on change in fair value of derivative of $1,135,816. In Addition, the Company recorded a derivative liability of $103,971 as of September 30, 2025, and a correspond loss on recognition of derivative liability of $103,971, regarding the March 2025 Note. The Company has valued the conversion feature using a Monte Carlo valuation model (Note 9 – Convertible Notes).

ASC 815 requires the Company to assess the fair market value of derivative liabilities at the end of each reporting period and recognize any change in the fair market value as other income or expense. The Company determined the derivative liabilities from convertible notes to be a Level 3 fair value measurement. The Company used a Monte Carlo valuation model to calculate the fair value of the derivative liability from the conversion feature of the December 2024 Note and March 2025 Note. The company used the Black-Scholes pricing model to calculate the fair value as of the issuance date and each reporting date for the conversion features of the other convertible notes (Note 9 – Convertible Notes Payable). Changes to the inputs used in the Monte Carlo valuation model or the Black-Scholes pricing model could produce a significantly higher or lower fair value measurement.

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

SCHEDULE

OF FAIR VALUE OF THE DERIVATIVE LIABILITIES

December2024 Note derivative liability

	September 30,
	2025
Share Price	$	0.0001
Expected volatility		246.60	%
Risk-free interest rate		3.79	%

March2025 Note derivative liability

	August 30,			September 30,
	2025			2025
Share Price	$	0.0002		$	.0001
Expected volatility		240.0	%		245.0	%
Risk-free interest rate		4.05	%		4.00	%

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

SCHEDULE

OF FAIR VALUE OF THE DERIVATIVE LIABILITIES

	September 30,		****	December 31,		****
	2025		****	2024		****
Expected<br> conversion price	$	0.00006<br> – 0.00007		$	0.0025<br> – 0.0026
Expected<br> term		0.08<br> – 0.22			0.36<br> – 5.00
Expected<br> volatility		240%<br> - 258	%		67%<br> - 146	%
Expected<br> dividend yield		0.00	%		0.00	%
Risk-free<br> interest rate		3.83%<br> - 4.20	%		3.73%<br> - 4.40	%

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

SCHEDULE OF FAIR VALUE OF THE LIABILITIES ON RECURRING BASIS

Balance - December 31, 2024	$	105,337
Addition of new derivatives recognized as debt discounts		50,000
Addition of new derivatives recognized as loss on derivatives		91,456
Change in fair value of the derivative		(140,272	)
Balance - March 31, 2025	$	106,521
Recognition of derivative liability due to December 2024 Note conversion feature		1,145,997
Change in the fair value of the derivative		31,529
Balance – June 30, 2025	$	1,284,047
Change in the fair value of the derivative		1,164,441
Balance – September 30, 2025	$	2,448,488

The aggregate change on derivatives during the nine months ended September 30, 2025, and 2024 is as follows:

SCHEDULE

OF LOSS ON DERIVATIVES

	2025			2024
	Nine Months Ended
	September 30,
	2025			2024
Day one loss due to derivative liabilities on convertible note	$	(91,456	)	$	-
Gain (loss) on change in fair value of the derivative liabilities		(2,201,695	)		115,296
Derivative expense and<br> change in fair value of derivative liability	$	(2,293,151	)	$	115,296

NOTE

12 – WARRANT LIABILITY

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

The

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

For

the three and nine months ending September 30, 2025, the Company recognized a gain of $732,101 and  a gain of $699,771, respectively, related to the change in fair value of the warrant liability. The fair value was estimated utilizing a Monte Carlo simulation with assumptions relevant on September 30, 2025, resulting in a total fair value of $23,517.

As

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

NOTE

13 – STOCKHOLDERS’ EQUITY

AuthorizedCapital Stock

Effective

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

The

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

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SeriesA Preferred Stock

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

The

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

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

Holders

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

As

of September 30, 2025, and December 31, 2024, 4,000,000 shares of Series A Preferred Stock were issued and outstanding.

SeriesB Preferred Stock

Effective

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

In

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

As of September 30, 2025, and December 31, 2024, 0 shares of Series B Preferred Stock were issued and outstanding.

SeriesC Convertible Preferred Stock

On

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

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

●

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

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| --- | | ● | Voting Rights. The Series C COD provides that holders of Series C Preferred Shares shall have the right to vote on all matters presented<br> to the stockholders for approval together with the shares of Common Stock, voting together as a single class, on an “as converted”<br> basis, other than in regards to the Exchange Limitation. | | --- | --- | | ● | Liquidation.<br> In addition, upon any liquidation, dissolution or winding-up of the Company, prior and in preference to the Common Stock, holders<br> of Series C Preferred Stock shall be entitled to receive out of the assets available for distribution to stockholders before any<br> amount shall be paid to the holders of any of shares of Junior Stock, but pari passu with any Parity Stock then outstanding, an amount<br> per Preferred Share equal to the greater of (A) 120% of the Stated Value of such Preferred Share and (B) the amount per share such<br> Holder would receive if such Holder converted such Preferred Share into Common Stock immediately prior to the date of such payment | | ● | Conversion.<br> The number of shares of Common Stock issuable upon conversion of any share of Series C Preferred Stock shall be determined by dividing<br> (x) the Conversion Amount of such Preferred Share by (y) the Conversion Price (the “Conversion Rate”): | | (i) | “Conversion<br> Amount” means, with respect to each Share, as of the applicable date of determination, the sum of (1) 120% of the Stated Value<br> plus (2) the Additional Amount thereon and any accrued and unpaid late charges with respect to such Stated Value and Additional Amount<br> as of such date of determination. | | --- | --- | | (ii) | “Conversion<br> Price” means, with respect to each Share, as of any Conversion Date or other date of determination, an initial price of $0.15,<br> subject to further adjustment as provided herein. On each Reset Date, the Conversion Price shall be adjusted to equal the lower of<br> (a) the Conversion Price then in effect (after taking into account and adjusting pursuant to Section 8(b)) and (b) 100% of the applicable<br> Reset Price, determined as of the applicable date of determination; provided that, the Conversion Price shall not be lower than the<br> Floor Price (as defined below). In the event that the number of Conversion Shares (as defined below) subject to a conversion would<br> exceed the Exchange Limitation (as defined below) prior to the Exchange Limitation Date (as defined below), in aggregate with any<br> prior conversions of the Preferred Shares or other issuances of shares of Common Stock that would be subject to the Exchange Limitation,<br> then the Conversion Price shall not be less than the “Minimum Price” as such term is defined in Rule 14.10(i)(4) of the<br> Rules of the BZX Exchange operated by Cboe Global Markets, Inc. (the “Minimum Price”); provided that, the Company shall,<br> promptly following the Second Closing Date, take all corporate action necessary to call a meeting of its stockholders (the “Stockholders’<br> Meeting”), which shall occur not later than sixty (60) days from the Second Closing Date, for the purpose of seeking approval<br> of the Company’s stockholders with respect to, inter alia, the issuance of all of the Preferred Shares and Conversion Shares,<br> all as may be required by the applicable rules and regulations of the Principal Market (or any successor entity) (the “Stockholder<br> Approval”). In connection therewith, the Company shall as soon as reasonably practicable after the Second Closing Date file<br> with the SEC proxy materials (including a proxy statement and form of proxy) for use at the Stockholders’ Meeting and, after<br> receiving and promptly responding to any comments of the SEC thereon, shall as soon as reasonably practicable mail such proxy materials<br> to the stockholders of the Company. The Company will comply with Section 14(a) of the 1934 Act and the rules promulgated thereunder<br> in relation to any proxy statement (as amended or supplemented, the “Proxy Statement”) and any form of proxy to be sent<br> to the stockholders of the Company in connection with the Stockholders’ Meeting. The Company’s board of directors shall<br> recommend to the Company’s stockholders that the stockholders vote in favor of the proposals for Stockholder Approval at the<br> Stockholders’ Meeting and take all commercially reasonable action (including, without limitation, the hiring of a proxy solicitation<br> firm of nationally recognized standing) to solicit stockholder votes in respect of the Stockholder Approval. If the Company does<br> not obtain Stockholder Approval at the Stockholders’ Meeting, the Company shall call a meeting every ninety (90) days thereafter<br> to seek Stockholder Approval until the date that Stockholder Approval is obtained (the “Exchange Limitation Date”). In<br> the event that the Conversion Price on a Conversion Date would have been less than the applicable Minimum Price or Floor Price if<br> not for the Company obtaining Stockholder Approval, then on any such Conversion Date the Stated Value shall automatically be increased<br> by an amount equal to the product obtained by multiplying (A) the higher of (I) the highest price that the Common Stock trades at<br> on the Trading Day immediately preceding such Conversion Date and (II) the applicable Conversion Price and (B) the difference obtained<br> by subtracting (I) the number of shares of Common Stock delivered (or to be delivered) to the Holder on the applicable Conversion<br> Date with respect to such conversion of Preferred Shares from (II) the quotient obtained by dividing (x) the applicable Conversion<br> Amount that the Holder has elected to be the subject of the applicable conversion of Preferred Shares, by (y) the applicable Conversion<br> Price. Notwithstanding anything to the contrary herein, the Conversion Price shall not be less than the Floor Price, which shall<br> not be subject to any adjustment |

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

As of September 30, 2025, and December 31, 2024, 0 shares of Series C Convertible Preferred Stock were issued and outstanding.

SeriesD Redeemable Preferred Stock

On

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

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

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

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As of September 30, 2025, and December 31, 2024, 0 shares of Series D Redeemable Preferred Stock were issued and outstanding.

CommonStock

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

During the nine months ended September 30, 2024, the Company had the following common stock transactions:

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

During the nine months ended September 30, 2025, the Company had the following common stock transactions:

●	During<br> the three months ended March 31, 2025, 148,186,387 common shares were issued due to the cashless<br> exercise of 22,300 Series B warrants.
●	During<br> the three months ended March 31, 2025, 33,811,286 common shares were issued due to the cashless<br> exercise of 14,000 Series C warrants.
---	---
●	During<br> the three months ended June 30, 2025, 178,775,882 common shares were issued due to the cashless<br> exercise of 6,302 Series B warrants.
---	---
●	During<br> the three months ended March 31, 2025 the Company issued 101,855,000 shares of common stock<br> to settle $123,132 of the liability due to liquidated damages settlements (Note 17 –<br> Commitments and Contingencies).
---	---
●	During<br> the three months ended June 30, 2025, the Company issued 277,500,000 shares of common stock<br> to settle $177,341 of the liability due to liquidated damages settlements (Note 17 –<br> Commitments and Contingencies).
---	---
●	During<br> the three months ended June 30, 2025, the Company issued 83,142,857 shares of common stock<br> due to the conversion of $29,100 of principal and accrued interest from the November 2024<br> Note (Note 9 – Convertible Notes Payable).
---	---
●	During<br> the three months ended June 30, 2025, the Company issued 132,730,036 shares of common stock<br> due to the conversion of $54,765 of principal and accrued interest from the September 2024<br> Note (Note 9 – Convertible Notes Payable).
---	---
●	During<br> the three months ended September 30, 2025, 318,741,584 common shares were issued due to the<br> cashless exercise of 2,875 Series B warrants and 1,000 Series C warrants.
---	---
●	During<br> the nine months ended September 30, 2025, the Company issued 1,246,900,000 shares of common<br> stock to settle $322,042 of the liability due to liquidated damages settlements (Note 17<br> – Commitments and Contingencies).
---	---
●	During<br> the three months ended September 30, 2025, the Company issued 337,314,286 shares of common<br> stock due to the conversion of $32,712 of principal and accrued interest from the November<br> 2024 Note (Note 9 – Convertible Notes Payable).
---	---
●	During<br> the three months ended September 30, 2025, the Company issued 40,382,256 shares of common<br> stock due to the conversion of $7,875 of principal and accrued interest from the September<br> 2024 Note (Note 9 – Convertible Notes Payable).
---	---
●	During<br> the three months ended September 30, 2025, the Company issued 473,300,000 shares of common<br> stock due to the conversion of $28,386 of accrued interest from the December 2024 Note (Note<br> 9 – Convertible Notes Payable).
---	---

As

of September 30, 2025, and December 31, 2024, 3,735,352,600 and 300,213,026 shares of common stock were issued and outstanding, respectively.

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NOTE

14 – STOCK-BASED COMPENSATION AND WARRANTS

The Company did not recognize any stock-based compensation during the nine months ended September 30, 2025, and 2024. During the nine months ended September 30, 2025, and 2024, stock-based compensation was recognized as follows:

SCHEDULE

OF STOCK-BASED COMPENSATION

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

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

Warrants

During

the three months ended March 31, 2024, the Company issued 1,609,900 series A warrants with an exercise price of $5.53 and a term of 5 years.

During

the three months ended March 31, 2024, the Company issued 1,610,000 series B warrants with an exercise price of $8.50 and a term of 5 years.

During

the three months ended March 31, 2024, the Company issued 495,076 Series C warrants with an exercise price of $8.50 and a term of 5 years.

A summary of the activity of the warrants during the nine months ended September 30, 2025, is as follows:

SCHEDULE

OF ACTIVITY OF THE WARRANTS

	Warrants Outstanding					Weighted
	Number of			Weighted <br> Average Exercise		Average<br> Remaining life
	Warrants			Price		(years)
Outstanding, December 31, 2024		1,846,352		$	5.48		3.73
Granted		-			-		-
Expired/cancelled		-			-		-
Exercised		(36,300	)		8.50		-
Outstanding, March 31, 2025		1,810,052		$	5.42		3.47
Granted		-			-		-
Expired/cancelled		-			-		-
Exercised		(6,302	)		8.50		-
Outstanding, June 30, 2025		1,803,750			5.41		2.97
Granted		-			-
Expired/cancelled		-			8.50
Exercised		(2,875	)		-
Outstanding September 30, 2025		1,800,875			5.41		2.97
Exercisable, September 30, 2025		1,800,875			5.41		2.97

The intrinsic value of the warrants as of September 30, 2025, is $0.

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NOTE

15 – RELATED PARTY TRANSACTIONS

RelatedParty Operating Expenses

During

the three months ended September 30, 2025, and 2024, the Company incurred approximately $0 and $10,000, respectively, in investor marketing and relations services from a company owned by the former chief strategy officer.

During

the nine months ended September 30, 2025, and 2024, the Company incurred approximately $0 and $40,000, respectively, investor marketing and relations services from a company owned by the former chief strategy officer.

RelatedParty Consulting Services

The

Company incurred related party consulting services during the three months ended September 30, 2025, and 2024 of $38,500 and $0, respectively, due to SGT Teams, a company owned by the Company’s CEO. The company recognized related party consulting services of $107,277 and $80,917 during the nine months ended September 30, 2025, and 2024, due to consulting services provided by SGT Teams. As of September 30, 2025, and December 31, 2024, the Company had an outstanding accounts payable balance of $0, due to SGT Teams.

RelatedParty Note Payable.

On

August 1, 2022, the Company entered into a lending arrangement with a related party, the prior owner of Click Fish Media. The loan is for a two (2) year term and accrued simple annual interest at a rate of 5% per annum. As of September 30, 2025, and December 31, 2024, the remaining note payable balance was $77,251 and $77,251, respectively, which includes all outstanding principle and accrued interest.

RelatedParty Management Fees

As

of September 30, 2025, and December 31, 2024, the Company had an outstanding accounts payable balance of $13,197, due to 47 Capital Management, LLC, an entity wholly owned by the Company’s former CFO.

During

the nine months ended September 30, 2025, and 2024, the Company recognized expenses of $45,500 and $296,000, respectively, due to Thornhill Advisory Group, Inc. (“Thornhill”), an entity majority owned by the Company’s former CFO. During the three months ended September 30, 2025, and 2024, the Company recognized expenses of $19,500 and $134,000, respectively, due to Thornhill. From November 2023 through December 2024, Thornhill provided outsourced CFO services. As of September 30, 2025, and December 31, 2024, the Company had an outstanding accounts payable balance of $43,000 and $55,000, respectively, due to Thornhill.

RelatedParty Debt Conversion to Common Stock

In

January 2024, 38,404 shares, valued at $2.00 per share, for a total value of $77,095 were issued to the CEO for settlement to related parties for accounts payable.

In

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

In

January 2024, 10,625 shares, valued at $2.00 per share, for a total value of $21,250 were issued to a company owned by the CFO for settlement to related parties for accounts payable.

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RelatedParty Digital Asset Loan Collateral

During

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

On

July 23, 2025, Podolak’s personal loan was amended to increase its principal to $70,695.

On

August 19, 2025, the Company fully repaid the outstanding loan with a principal balance of $65,429 and accrued interest of $647, through the sale of 382.94 units of Solana. The remaining 378.06 units of Solana previously pledged as collateral were released back to the Company. The loan, which was originally issued on July 23, 2025, carried an interest-only structure and was secured by cryptocurrency collateral. The payoff included the settlement of all principal and interest obligations, and the Company released the pledged collateral upon repayment. As a result, no amounts remain outstanding under this loan agreement as of September 30, 2025.

NOTE

16 – LEGAL PROCEEDINGS

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

TelephoneConsumer Protection Act’s (TCPA) Litigation

---

On December 20, 2023, an individual filed a putative class action lawsuit against a customer of the Company that was using the Company’s DISA’s. The complaint was later amended to add the Company as a party. The plaintiff alleged violations of the Telephone Consumer Protection Act’s (TCPA) prerecorded call provision and the South Carolina Telephone Privacy Protection Act, based on two prerecorded calls allegedly received on October 10 and November 28, 2023, despite the plaintiff’s phone number being on the National Do-Not-Call Registry since 2009.

Both the Company and its customer denied liability and filed motions to dismiss and to strike the class allegations. While the motions were pending and the parties had agreed to mediation, the parties subsequently reached a settlement agreement to resolve all claims related to this action.

On

November 4, 2024, the parties entered into a confidential settlement agreement and release, pursuant to which the Company and other defendants agreed to pay a total of $78,000, with $8,000 payable to the named plaintiff and the remainder to plaintiff’s counsel for fees and costs. The settlement provides for an initial payment followed by a series of monthly payments and includes a full release of all claims by the plaintiff and related parties against the Company and its affiliates, without any admission of liability by the Company or other defendants. Within five business days after receipt of the first payment, the parties will submit a stipulation for dismissal of all claims asserted in the action against the defendants, with prejudice as to the plaintiff’s personal claims and without prejudice as to the claims of the class. The Company has accrued the full amount of the settlement as a liability as of September 30, 2025.

Dismissaland Closure of Arbitration with ProofPositive, LLC

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

On October 30, 2024, the AAA notified the parties that the arbitration file had been closed and marked as Withdrawn as of that date. The AAA further indicated that any outstanding administrative fees or arbitrator compensation and expenses incurred during the case remain due and payable to the AAA, regardless of the status of the award or apportionment of costs. The Company is not aware of any further proceedings in this matter at this time.

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The result or impact of such allegations is now considered resolved as the arbitration has been withdrawn and closed, and no determination on the merits was made. The Company does not anticipate any further material impact from this matter, other than the payment of any outstanding administrative fees, if any.

Releaseand Satisfaction of Judgement with MAI Voice GCO, LLC

On

December 16, 2024, MAI Voice GCO, LLC filed a verified complaint alleging breach of contract and seeking $32,090. The Company denies liability and intends to vigorously defend the action that was brought, although the probability of a favorable or unfavorable outcome is difficult to estimate as of this date. The result or impact of such allegations are uncertain, including whether or not they could result in damages and/or awards of attorneys’ fees or expenses. Subsequent to quarter end, on October 20, 2025, MAI Voice GCO, LLC, through its legal representative, executed a Release and Satisfaction of Judgment, confirming full satisfaction and payment of the judgment. On October 22, 2025, the Circuit Court of Kane County, Illinois, entered an order vacating the judgment and dismissing the matter with prejudice. As a result, there are no further obligations or liabilities related to this proceeding as of the date of this filing. (Note 18 – Subsequent Events)

BerkowitzPollack & Brant Advisors – Garnishment Proceedings

On

March 2025, Berkowitz Pollack & Brant Advisors and Accountants LLP filed a lawsuit against the Company for unpaid professional fees in the amount of $48,057. On October 22, 2025, the court issued a Writ of Garnishment against the Company’s bank account at JPMorgan Chase Bank, N.A., in the amount of $51,332.00, which included the original claim, post-judgment costs, interest, and potential attorney’s fees. The Company was required to respond to the writ, and the garnishee was required to disclose any assets or funds held on behalf of the Company.

On

December 5, 2025, the Company consented to the entry of a Final Judgment in Garnishment in the amount of $55,227.00, inclusive of pre-judgment and post-judgment attorney fees, as reflected in the court filing. This amount represents the total liability, including all fees and interest, agreed to by the Company and the plaintiff. (Note 18 – Subsequent Events)

SettlementAgreement with CCFD, Inc.

On

April 9, 2024, the Company entered into a Creative Services Agreement with CCFD, Inc. (as successor in interest to The Right Method, LLC) for public relations, media relations, and branding services. CCFD asserted that it had fully performed its contractual obligations and claimed that $243,000 was owed by the Company. CCFD prepared an arbitration demand for filing with the American Arbitration Association, which was presented to the Company. The Company disputed the amount claimed.

On October 15, 2025, the Company and CCFD, Inc. entered into a Settlement Agreement to resolve all claims related to the Creative Services Agreement. Under the terms of the Settlement Agreement, the Company agreed to pay CCFD a total of $150,000 in monthly installments of $7,500, commencing November 1, 2025, with all payments to be made in full satisfaction of all claims. The Settlement Agreement includes mutual releases of all claims, and provides that, upon timely payment of all installments, CCFD will waive all claims for legal fees, costs, and interest. In the event of default, the unpaid balance becomes immediately due, with interest and collection costs, and CCFD may seek judgment for the outstanding amount. (Note 18 – Subsequent Events)

SettlementAgreement with Carstens, Allen & Gourley, LLP

Carstens, Allen & Gourley, LLP (“Carstens”) commenced an action before the Texas Civil Court against the Company on or about August 12, 2024 (“Lawsuit”). In the Lawsuit, Carstens alleges that the Company was in breach of contract by failure and refusal to pay attorneys’ fees that it owes to Carstens. The Company has entered into settlement negotiations with Carstens. In December 2024, Carstens filed for a default judgement for the unpaid fees. The Company is negotiating with Carstens for a mutually acceptable settlement. In April 2025, the Company reached a settlement agreement, to pay Carstens the total sum of $160,000 with interest of $10,366 in 13 payments. A late payment fee of 12.5% is incurred on any payments the Company does not pay when due. Upon signing the settlement, Carstens filed with the courts to dismiss the lawsuit.

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As

a result of the settlement agreement with Carstens the Company recognized a loss on settlement of debt of $53,093. As of September 30, 2025, the Company had an accrued expenses balance of $189,552 due to the settlement agreement with Carstens. The Company recognized late penalty fees of $22,355 due to the balance owed to Carstens during the three months ended September 30, 2025. The late penalty fee was recorded as part of the loss on settlement of debts on the consolidated statement of operations.

NOTE

17 – COMMITMENTS AND CONTINGENCIES

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

On

March 6, 2025, the Company entered into a liquidated damages settlement (“Damages Settlement 1”) of $500,000 to be paid in common stock of the Company to an investor as a result of a failure to issue common stock from the exercise of warrants in a timely manner. As a result, the Company recognized a $500,000 liquidated damages liability.

During

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

1. As a result, the Company recognized a loss on settlement of debt of $32,154. During the three months ended September 30, 2025, the Company issued 1,199,900,000 shares of common stock valued at $356,050 for partial settlement of Damages Settlement 1. As a result, the Company recognized a loss on settlement of debt of $104,634.

On

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

During

the three months ended March 31, 2025, the Company issued 23,000,000 shares of common stock valued at $34,500 for the partial settlement of Damages Settlement 2. As a result, the Company recognized a gain on settlement of debt of $62. During the three months ended June 30, 2025, the Company issued 45,000,000 shares of common stock valued at $22,500 for the partial settlement of Damages Settlement 2. As a result, the Company recognized a gain on settlement of debt of $45,121. During the three months ended September 30, 2025, the Company issued 47,000,000 shares of common stock valued at $23,500 for the partial settlement of Damages Settlement 2. As a result, the Company recognized a gain on settlement of debt of $47,126.

As

of September 30, 2025, the Company had an outstanding liquidated damages payable balance of $74,844.

As

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

NOTE

18 – SUBSEQUENT EVENTS

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

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Conversionof Convertible Notes to Common Stock

---

On

October 15, 2025, the holder of the November 2024 Note and the Company agreed to convert $15,000 of principal into 250,000,000 shares of common stock. As a result, the Company recognized a loss on conversion of $85,000 (Note 9 – Convertible Notes Payable).

Between

October 3 and November 10, 2025, the holder of the December 2024 Note and the Company agreed to convert $59,850 of interest into 1,185,000,000 shares of common stock. As a result, the Company recognized a loss on conversion of $139,650 (Note 9 – Convertible Notes Payable).

Between

October 3 and October 22, 2025, the holder of the March 2025 Note 1 and the Company agreed to convert $97,861 of principal into 1,193,052,786 shares of common stock. As a result, the Company recognized a loss on conversion of $62,567 (Note 9 – Convertible Notes Payable).

Between

October 28 and November 13, 2025, the holder of the March 2025 Note 4 and the Company agreed to convert $73,261 of principal into 1,201,000,000 shares of common stock. As a result, the Company recognized a loss on conversion of $46,839 (Note 9 – Convertible Notes Payable).

Conversionof Liquidated Damages Payable to Common Stock

Between

October 3, 2025, and November 18, 2025, the Company issued 1,015,906,250 shares of common stock valued at $193,772 for partial settlement of Damages Settlement 1. As a result, the Company recognized a loss on settlement of debt of $38,754. (Note 17 – Commitments and Contingencies).

Exerciseof Warrants

On

October 10, 2025, the Company issued 101,998,800 shares of common stock due to the cashless exercise of 600 Series B warrants.

RegulationA, Tier 2 Equity Offering

Subsequent

to September 30, 2025, the Company conducted a Regulation A, Tier 2 offering of its common stock through a series of subscription agreements. The company offered shares at a purchase price of $0.0001 per share, with a maximum offering size of $3,000,000 in gross proceeds. Across all agreements, a total of 1,855,000,000 shares were issued, resulting in aggregate proceeds of $185,500. The offering was set to terminate on the earlier of one year from the date of the circular offering or the date of the maximum offering amount was reached. All shares were issued as common stock, par value $0.001 per share, and were not registered under the Securities Act, relying on the Regulation A exemption.

ClearThinkSTRATA Purchase Agreement

On

October 13, 2025, the Company entered into a STRATA Purchase Agreement with ClearThink Capital Partners, LLC, pursuant to which the Company may sell, from time to time, up to $25,000,000 of its Class A common stock to the investor over the term of the agreement. In connection with the agreement, the Company issued 250,000,000 restricted shares of common stock to the investor as a commitment fee. The purchase price for each drawdown is set at 70% of the lowest closing price of the Company’s common stock during the ten trading days preceding the purchase. Each drawdown is subject to volume and ownership limitations, and the Company is required to maintain an effective registration statement for the resale of shares issued under the agreement. The proceeds from this equity line may be used for general corporate purposes.

ClearThinkCapital Partners Registration Rights Agreement

On

October 13, 2025, the Company entered into a Registration Rights Agreement with ClearThink Capital Partners, LLC, in connection with the Strata Purchase Agreement. Under the terms of the Registration Rights Agreement, the Company is required to file a registration statement with the Securities and Exchange Commission (SEC) within 45 days of execution, covering the resale of up to $25,000,000 of common stock to be issued to the investor. The Company is obligated to use its best efforts to have the registration statement declared effective as soon as possible and to keep it effective until all shares are resold and no purchase amount remains under the Purchase Agreement. The Company will bear all reasonable expenses related to the registration, excluding sales or brokerage commissions. The agreement also provides for customary indemnification provisions and requires the Company to take actions to facilitate the investor’s ability to sell shares under Rule 144.

ClearThinkCapital Partners Convertible Note

On October 13, 2025, the Company entered into a convertible note agreement with ClearThink Capital Partners, LLC, pursuant to which the Company issued a $120,000 principal amount convertible note with a purchase price of $100,000, reflecting a $20,000 original issue discount. The note bears interest at 10% per annum, with a lump-sum interest payment of $12,000 due at issuance and payable at maturity or upon earlier repayment. The note matures on October 13, 2026.

The

note is convertible at the option of the holder at any time after 180 days from issuance or upon an event of default, at an initial conversion price of $0.0025 per share, subject to adjustment as set forth in the agreement. The Company is required to reserve sufficient shares of common stock for potential conversion. The note may be prepaid at any time without penalty.

The note and related agreements contain several restrictions and conditions on the issuance of shares upon conversion, including:

●	The<br> holder may not convert any portion of the note if, after such conversion, the holder and<br> its affiliates would beneficially own more than 9.99% of the Company’s outstanding<br> common stock.
●	The<br> Company must at all times reserve at least two times the number of shares issuable upon full<br> conversion of the note (based on the then-current conversion price), with a minimum reserve<br> of 100,000,000 shares.
●	If<br> the conversion price falls below the par value of the common stock, the Company is required<br> to seek stockholder approval to reduce the par value to the lowest value permitted by law.
●	Shares<br> issued upon conversion are restricted securities and may not be sold or transferred unless<br> registered under the Securities Act of 1933 or an exemption from registration is available,<br> such as Rule 144. Certificates for such shares will bear a restrictive legend until such<br> time as the legend may be removed in accordance with applicable law.
●	The<br> Company is required to deliver shares upon conversion within three business days, with penalties<br> for late delivery.

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1800Diagonal Lending LLC Convertible Promissory Note

On October 13, 2025, the Company issued a convertible promissory note in the principal amount of $97,000 to 1800 Diagonal Lending LLC. The note bears interest at 12% per annum and matures on July 30, 2026. The note is convertible at the option of the holder, beginning 180 days after issuance, into shares of the Company’s common stock at a conversion price equal to 61% of the lowest trading price during the ten trading days prior to conversion, subject to a 4.99% beneficial ownership limitation. The Company may prepay the note at 135% of the outstanding principal and accrued interest within 180 days of issuance. The note contains customary events of default, including non-payment, failure to deliver shares upon conversion, breach of covenants, bankruptcy, delisting, and failure to comply with SEC reporting requirements, which may result in acceleration of the note and increased payment obligations. The proceeds from this financing will be used for general working capital purposes.

Releaseand Satisfaction of Judgement with MAI Voice GCO, LLC

On

October 20, 2025, MAI Voice GCO, LLC, through its legal representative, executed a Release and Satisfaction of Judgment, confirming full satisfaction and payment of the judgment entered on May 7, 2025, in the amount of $32,090.16. On October 22, 2025, the Circuit Court of Kane County, Illinois, entered an order vacating the judgment and dismissing the matter with prejudice. As a result, there are no further obligations or liabilities related to this proceeding as of the date of this filing.

BerkowitzPollack & Brant Advisors – Garnishment Proceedings

---

On

October 22, 2025, the court issued a Writ of Garnishment against the Company’s bank account at JPMorgan Chase Bank, N.A., in the amount of $51,332.00, which included the original claim, post-judgment costs, interest, and potential attorney’s fees. The Company was required to respond to the writ, and the garnishee was required to disclose any assets or funds held on behalf of the Company.

On

December 5, 2025, the Company consented to the entry of a Final Judgment in Garnishment in the amount of $55,227.00, inclusive of pre-judgment and post-judgment attorney fees, as reflected in the court filing. This amount represents the total liability, including all fees and interest, agreed to by the Company and the plaintiff.

TroutmanAmin, LLP Litigation

On

November 21, 2025, Troutman Amin, LLP (“Troutman”), a former legal services provider to Vocodia Holdings Corp. (“the Company”), filed a complaint in the Superior Court of the State of California, County of Orange, against the Company and certain related parties. The complaint alleges claims for fraud, concealment, and breach of contract in connection with unpaid legal fees and services rendered under a contract entered into in January 2024. Troutman seeks compensatory and exemplary damages, as well as attorneys’ fees, and alleges that the amount in controversy exceeds $113,000.

The Company is currently evaluating the allegations and intends to vigorously defend against the claims. As of the date of this filing, the Company is unable to predict the outcome of this matter or estimate the amount or range of potential loss, if any, that may result from this litigation. The Company will continue to monitor the proceedings and assess any developments that may require further disclosure or accrual in future periods.

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Item2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Thefollowing discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidatedfinancial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q. Our consolidated financial statementshave been prepared in accordance with U.S. GAAP. In addition, our consolidated financial statements and the financial data included inthis Quarterly Report on Form 10-Q reflect our reorganization and have been prepared as if our current corporate structure had been inplace throughout the relevant periods. Actual results could differ materially from those projected in the forward-looking statements.For additional information regarding these and other risks and uncertainties, please see the items listed above under the section captioned“Risk Factors”, as well as any other cautionary language contained in this Quarterly Report on Form 10-Q. Except as may berequired by law, we undertake no obligation to update any forward-looking statements to reflect events after the date of this QuarterlyReport on Form 10-Q.

CAUTIONARY

STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

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

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

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

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

Overview

Vocodia Holdings Corp (“VHC”) was incorporated in the State of Wyoming on April 27, 2021, and is a conversational AI technology provider. Vocodia’s technology is designed to drive better sales and services for its customers. Clients turn to Vocodia for their product and service needs.

BusinessSummary

We are an AI software company that builds practical AI functions and makes them easily obtainable for businesses on cloud-based platform solutions at low costs and scalable to multiagent vast enterprise solutions.

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Our operations include our wholly owned subsidiary, Click Fish Media, Inc. (“CFM”), which was incorporated in the State of Florida on November 26, 2019, and is an IT services provider. CFM was formerly owned by James Sposato, who is an officer and director of the Company. CFM was acquired by us from Mr. Sposato in accordance with the Contribution Agreement, dated August 1, 2022. In the Contribution Agreement, Mr. Sposato (“Contributor”), has contributed, assigned, transferred and delivered to us, the outstanding capital stock of CFM and we have accepted the contributed shares from the Contributor. As full consideration for the contribution, we have paid the Contributor consideration in the amount of $10.

An illustration of our organizational structure is provided below:

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

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

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

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

On June 14, 2024, Vocodia Holdings Corp. (the “Company”) received a letter (the “Letter”) from the Listing Qualifications Department of The Cboe BZX Exchange, Inc. (“Cboe”) notifying the Company that Cboe had decided to exercise its discretionary authority pursuant to Exchange Rule 14.2 to delist the Company and suspend trading of the Company’s Common Stock (VHAI), Series A Warrants (VHAI+A) and Series B Warrants (VHAI+B) on June 24, 2024. The Letter cited that the basis for this decision is that the Company is currently not in compliance with (i) Exchange Rule 14.9(e)(1)(B) because its Common Stock did not maintain a minimum bid price of $1.00 over 30 consecutive business days and (ii) Exchange Rule 14.9(e)(2) because the Company has failed to me at least one of the following requirements: (A) stockholders’ equity of at least $2.5 million; (B) market value of listed securities of at least $35 million; or (C) net income from continuing operations of $500,000 in the most recently completed fiscal year or in two of the three most recently complete fiscal years.

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

The Company’s common stock began trading under the trading symbols “VHAI,” “VHAI+A,” and VHAI+B” on the OTC Pink Market operated on the OTC Markets system effective with the open of the markets on September 11, 2024. The Company intends to apply to have its common stock quoted on the OTCQB Venture Market on the OTC Markets; however, there can be no assurances that its common stock and warrants will be approved, or will continue, to be traded on such market.

Resultsof Operations

Comparisonof the three months ended September 30, 2025, to the three months ended September 30, 2024.

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

	Three Months Ended
	September 30,
	2025			2024			Change			%
Revenues	$	51,324		$	50,156			1,168			2	%
Cost of revenue		40,636			74,062			(33,426	)		-45	%
Gross profit (loss)		10,688			(23,906	)		34,594			-145	%
Operating costs and expenses:
Operating expense		410,034			1,307,101			(897,067	)		-69	%
Other income (expenses)		(1,491,892	)		325			(1,492,217	)		-459,144	%
Net loss	$	(1,891,238	)	$	(1,330,682	)		(560,556	)		42	%

Revenues increased by $1,168, or 2%, to $51,324 for the three months ended September 30, 2025, from $50,156 for the three months ended September 30, 2024. Beginning in January 2024, we suspended sales of our DISA product in order to update its functionality so it could scale to the needs of our customers. Beginning in the first half of 2025 we began engaging new customers with our DISA product.

Costof Revenue

Cost of revenue decreased by $33,426, or 45%, to $40,636 for the three months ended September 30, 2025, from $74,062 for the three months ended September 30, 2024, primarily due to decreased cost of our cloud hosting platform.

GrossLoss

The increase in our gross profit by $34,594 to a gross profit of $10,688 for the three months ended September 30, 2025 from a gross loss of $23,906 for the three months ended September 30, 2024, is primarily attributable to the decrease in cost of revenue.

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OperatingExpenses

	Three Months Ended
	September 30,
	2025		2024		Change			%
Operating Expenses
General and administrative expenses	$	368,534	$	740,010		(371,476	)		-50	%
Salaries and wages		3,000		349,731		(346,731	)		-99	%
Research and development and other service providers		-		217,360		(217,360	)		-100	%
Consulting expense – related party		38,500		-		38,500			100	%
Total Operating Expenses	$	410,034	$	1,307,101		(897,067	)		-69	%

Operating expense decreased by $897,067 or 69% to $410,034 for the three months ended September 30, 2025, from $1,307,101 for the three months ended September 30, 2024, primarily due to the reduction in general and administrative expenses related to going public in early 2024, a reduction in software development costs related to our DISA products and a reduction in salaries and wages and stock-based compensation expenses paid to employees and service providers.

General and Administrative Expenses decreased by $371,476 or 50% to $368,534 during the three months ended September 30, 2025, from $740,010 during the three months ended September 30, 2024. The decrease is primarily a result of a reduction of costs incurred that were related to going public during the first quarter of 2024 such as insurance, professional fees, and investor relations.

Salaries and wages decreased by $346,731 or 99%, to $3,000 for the three months ended September 30, 2025, from $349,731 for the three months ended September 30, 2024, due to a reduction in staff in 2024 and a reduction in stock-based compensation paid.

Research and development and other service providers expense decreased by $217,360, or 100%, to $0 for the three months ended September 30, 2025, from $217,360 for the three months ended September 30, 2024, primarily related to a decrease in software development costs related to our DISA products.

Related party consulting expenses increased by $38,500, or 100%, to $38,500 for the three months ended September 30, 2025, from $0 for the three months ended September 30, 2024. The expenses are due to consulting services provided by a company owned by our CEO.

Totalother income (expense)

During the three months ended September 30, 2025, the Company recognized total other expenses of $1,491,892, which included a gain in the change in fair value of the warrant liability of $732,101, derivative expense and the change in fair value of the derivative liability of $1,164,441, a gain on digital assets of $18,352, a gain on Solana used to repay a related party loan of $6,992, a loss in the change in fair value of the May 2025 convertible note of $492,933, and other income of $21,808. These gains were partially offset by a loss on settlement of debts of $191,527 and interest expense of $422,244.

Comparisonof the nine months ended September 30, 2025, to the nine months ended September 30, 2024

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

	Nine months ended
	September 30,
	2025			2024			Change			%
Revenues	$	66,461		$	50,231			16,230			32	%
Cost of revenue		126,575			130,321			(3,746	)		-3	%
Gross profit (loss)		(60,114	)		(80,090	)		19,976			-25	%
Operating costs and expenses:
Operating expense		1,222,316			5,706,554			(4,484,238	)		-79	%
Other income (expenses)		(4,651,592	)		(4,048,400	)		(603,192	)		15	%
Net loss	$	(5,934,022	)	$	(9,835,044	)		3,901,022			-40	%

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Revenues increased by $16,230, or 32%, to $66,461 for the nine months ended September 30, 2025, from $50,231 for the nine months ended September 30, 2024. Beginning in January 2024, we suspended sales of our DISA product in order to update its functionality so it could scale to the needs of our customers. Beginning in the first half of 2025 we began engaging new customers with our DISA product.

Costof Revenue

Cost of revenue decreased by $3,746, or 3%, to $126,575 for the nine months ended September 30, 2025, from $130,321 for the nine months ended September 30, 2024, primarily due to reduced cost of our cloud hosting platform.

GrossLoss

The decrease in our gross loss by $19,976 to a gross loss of $60,114 for the nine months ended September 30, 2025, from a gross loss of $80,090 for the nine months ended September 30, 2024, is primarily attributable to the decrease in our cost of revenue.

OperatingExpenses

	Nine months ended
	September 30,
	2025		2024		Change			%
Operating Expenses
General and administrative expenses	$	1,058,489		3,188,266		(2,129,777	)		-67	%
Salaries and wages		3,000		1,179,038		(1,176,038	)		-100	%
Research and development and other service providers		53,550		1,339,250		(1,285,700	)		-96	%
Consulting expense – related party		107,277		-		107,277			100	%
Total Operating Expenses	$	1,222,316		5,706,554		(4,484,238	)		-79	%

Operating expense decreased by $4,484,238 or 79% to $1,222,316 for the nine months ended September 30, 2025, from $5,706,554 for the nine months ended September 30, 2024, primarily due to the reduction in general and administrative expenses related to going public in early 2024, a reduction in software development costs related to our DISA products and a reduction in salaries and wages and stock-based compensation expenses paid to employees and service providers.

General and Administrative Expenses decreased by $2,129,777 or 67% to $1,051,294 during the nine months ended September 30, 2025, from $3,188,266 during the nine months ended September 30, 2024. The decrease is primarily a result of a reduction of the Company’s costs related to going public during the first quarter of 2024 such as insurance, professional fees, and investor relations.

Salaries and wages decreased by $1,176,038, or 100%, to $3,000 for the nine months ended September 30, 2025, from $1,179,038 for the nine months ended September 30, 2024, due to a reduction in staff in 2024 and a reduction in stock-based compensation paid.

Research and development and other service providers expense decreased by $1,285,700, or 96%, to $53,550 for the nine months ended September 30, 2025, from $1,339,250 for the nine months ended September 30, 2024, primarily related to a decrease in software development costs related to our DISA products.

Related party consulting expenses increased by $107,277, or 100%, to $107,277 for the nine months ended September 30, 2025, from $80,917 for the nine months ended September 30, 2024. The expenses are due to consulting services provided by a company owned by our CEO.

Totalother income (expense)

During the nine months ended September 30, 2025, we had other expenses of $4,651,592, which consisted of the loss on issuance of the May 2025 convertible note of $756,621, liquidated damages of $710,375, interest expense of $832,864, derivative expense and change in the fair value of the derivative liability of $2,293,151, the loss on settlement of debts of $359,357, bad debt expense of $50,000, and offset by the change in fair value of warrant liability of $699,771, gain from forgiveness of payables of $79,500, the change in the fair value of May 2025 convertible note, the gain on digital assets of $2,948, gain on Solana used to repay loan held by related party of $6,992, and other income of $21,808.

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Liquidityand Capital Resources

Thefollowing table provides selected financial data about us as of September 30, 2025, and December 31, 2024

	September 30,			December 31,
	2025			2024			Change			%
Current assets		28,607			128,357			(99,750	)		-78	%
Current liabilities		7,124,541			2,363,345			4,4761,106			201	%
Working capital (deficiency)		(7,095,844	)		(2,234,988	)		(4,860,856	)		217	%

Liquidity is the ability of an enterprise to generate adequate amounts of cash to meet its needs for cash requirements. As of September 30, 2025, and December 31, 2024, we had cash of $4,057 and $281, respectively. Current assets decreased by $99,750, or 78%, to $28,607 as of September 30, 2025, from $128,357 as of December 31, 2024. The decrease was primarily attributable to a reduction in prepaid expense of $72,895 and a reduction of accounts receivable of $30,631.

Current liabilities increased by $4,476,106 or 201%, to $7,124,541 as of September 30, 2025, from $2,363,345 as of December 31, 2024. The increase was primarily attributable to increase in accounts payable and accrued liabilities of $1,158,702, an increase in the derivative liability of $682,846, an increase in the liability from the May 2025 convertible note of $398,031, and an increase in convertible notes payable of $312,336.

We believe we will not have sufficient cash on hand to support our operations for at least 12 months. As of September 30, 2025, we had a working capital deficiency of $4,941,906. As discussed below, this condition and other factors raise substantial doubt regarding our ability to continue as a going concern.

We intend to generally rely on cash from operations and equity and debt offerings to the extent necessary and available, to satisfy our liquidity needs. There are several factors that could result in the need to raise additional funds, including a failure to generate revenue in the short term, a lack of anticipated sales growth and increased costs. Our efforts are directed toward generating positive cash flow and, ultimately, profitability. As our efforts during our fiscal 2024 and the nine months ended September 30, 2025, have not generated positive cash flows, we will need to raise additional capital. Should capital not be available to us at reasonable terms, other actions will become necessary, including implementing cost control measures and additional efforts to increase sales. We may also be required to take more strategic actions such as exploring strategic options for the sale of our company, the creation of joint ventures or strategic alliances under which we will pursue business opportunities, or other alternatives.

Cash Flow

	Nine months ended
	September 30,
	2025			2024			Change
Cash used in operating activities	$	(653,478	)	$	(5,289,085	)	$	4,635,607
Cash used in investing activities	$	917		$	(2,131	)	$	3,048
Cash provided financing activities	$	656,337		$	5,292,432		$	(4,636,095	)

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CashFlow from Operating Activities

Ninemonths ended September 30, 2025, and 2024

We did not generate positive cash flows from operating activities during the nine months ended September 30, 2025, and 2024.

Cash flows used in operating activities for the nine months ended September 30, 2025, comprised of a net loss of $5,934,022 reduced by non-cash expenses of $4,067,996. Non-cash expenses were primarily composed of the derivative expense and change in fair value of derivative liability, the amortization of debt issuance costs, liquidated damages from warrants, the loss on issuance of the May 2025 convertible note and warrants, loss on settlement of debt and bad debt expense. Cash flows of $1,212,548 were also produced by the changes in the levels of operating assets and liabilities, primarily related to an increase in accounts payable and accrued expenses, and a decrease in prepaid expense and other assets.

Cash flows used in operating activities for the nine months ended September 30, 2024, was comprised of a net loss of $9,835,044, reduced by non-cash expenses of $4,118,685. Non-cash expenses were primarily composed of the loss on settlement of debt, the amortization of debt issuance costs, stock-based compensation, and a convertible note default penalty, offset primarily by the change in fair value of the derivative liability and the gain on settlement of accounts payable. Cash flows of $427,264 were also used by the changes in the levels of operating assets and liabilities, primarily related to an increase in prepaid expenses and other assets, offset by primarily by an increase in accounts payable and accrued expenses.

CashFlows from Investing Activities

During the nine months ended September 30, 2025, cash flows from investing activities were composed of $180,562 used to purchase digital assets, offset by the proceeds from the sale of digital assets of $181,479.

During the nine months ended September 30, 2024, cash flows from investing activities were composed of $2,131 used to purchase property and equipment.

CashFlows from Financing Activities

During the nine months ended September 30, 2025, cash provided by financing activities of $656,337 included $285,714 from the proceeds from convertible notes payable, $350,000 proceeds from the May 2025 convertible note and $47,222 of issuance costs from the May 2025 convertible note, offset by $26,599 used to repay convertible notes payable.

During the nine months ended September 30, 2024, cash provided by financing activities of $5,292,432 included $5,372,787 of proceeds from the sales of common stock units, proceeds of $605,000 from the sale of Series B Preferred shares, proceeds of $82,121 from the exercise of warrants and $30,000 from the issuance of note payable, offset by the repayment of convertible notes payable of $802,984, the repayment of notes payable of $55,000, and deferred offering costs of $24,375.

Off-BalanceSheet Arrangements

We do not have any off-balance sheet arrangements or relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities.

GoingConcern

Our accompanying consolidated financial statements are prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States including the assumption of a going concern basis, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, as shown in the accompanying consolidated financial statements, during the nine months ended September 30, 2025, we had a net loss of approximately $3.8 million. As of September 30, 2025, we had an accumulated deficit of $106.5 million and negative working capital of $7.1 million. During the nine months ended September 30, 2025, we used cash in operations of approximately $0.7 million. We expect to continue to incur significant expenditures to develop our technology. As such, there is substantial doubt about the Company’s ability to continue as a going concern.

CriticalAccounting Policies

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

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

FairValue of Financial Instruments

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

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

The three tiers are defined as follows:

●	Level<br> 1 – Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets;
●	Level<br> 2 – Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace<br> for identical or similar assets and liabilities; and
●	Level<br> 3 – Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions.

The determination of fair value and the assessment of a measurement’s placement within the hierarchy requires judgment. Level 3 valuations often involve a higher degree of judgment and complexity. Level 3 valuations may require the use of various cost, market, or income valuation methodologies applied to unobservable management estimates and assumptions. Management’s assumptions could vary depending on the asset or liability valued and the valuation method used. Such assumptions could include estimates of prices, earnings, costs, actions of market participants, market factors, or the weighting of various valuation methods. The Company may also engage external advisors to assist us in determining fair value, as appropriate.

DerivativeFinancial Instruments

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

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Warrants

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

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

May2025 Convertible Note

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

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

Researchand Development

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

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Under ASC 730-10, all research and development costs must be expensed as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved as defined under the applicable agreement. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred.

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

The Company uses the fair value method for equity instruments granted to non-employees and uses the Black-Scholes model for measuring the fair value of options.

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

When determining fair value, the Company considers the following assumptions in the Black-Scholes model:

●	Exercise<br> price,
●	Expected<br> dividends,
●	Expected<br> volatility,
●	Risk-free<br> interest rate; and
●	Expected<br> life of option

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

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

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

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RecentAccounting Pronouncements

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

JOBSAct Accounting Election

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

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

ITEM

3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM

4. CONTROLS AND PROCEDURES

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

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

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

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

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

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PART

II—OTHER INFORMATION

Item1. Legal Proceedings.

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

TelephoneConsumer Protection Act’s (TCPA)

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

Dismissaland Closure of Arbitration with ProofPositive, LLC

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

On October 30, 2024, the AAA notified the parties that the arbitration file had been closed and marked as Withdrawn as of that date. The AAA further indicated that any outstanding administrative fees or arbitrator compensation and expenses incurred during the case remain due and payable to the AAA, regardless of the status of the award or apportionment of costs. The Company is not aware of any further proceedings in this matter at this time.

The result or impact of such allegations is now considered resolved as the arbitration has been withdrawn and closed, and no determination on the merits was made. The Company does not anticipate any further material impact from this matter, other than the payment of any outstanding administrative fees, if any.

Releaseand Satisfaction of Judgement with MAI Voice GCO, LLC

On December 16, 2024, MAI Voice GCO, LLC filed a verified complaint alleging breach of contract and seeking $32,090. The Company denies liability and intends to vigorously defend the action that was brought, although the probability of a favorable or unfavorable outcome is difficult to estimate as of this date. The result or impact of such allegations are uncertain, including whether or not they could result in damages and/or awards of attorneys’ fees or expenses. Subsequent to quarter end, on October 20, 2025, MAI Voice GCO, LLC, through its legal representative, executed a Release and Satisfaction of Judgment, confirming full satisfaction and payment of the judgment. On October 22, 2025, the Circuit Court of Kane County, Illinois, entered an order vacating the judgment and dismissing the matter with prejudice. As a result, there are no further obligations or liabilities related to this proceeding as of the date of this filing. (Note 18 – Subsequent Events)

BerkowitzPollack & Brant Advisors – Garnishment Proceedings

In March 2025, Berkowitz Pollack & Brant Advisors filed a lawsuit against the Company for unpaid professional fees in the amount of $48,057. On October 22, 2025, the court issued a Writ of Garnishment against the Company’s bank account at JPMorgan Chase Bank, N.A., in the amount of $51,332.00, which includes the original claim, post-judgment costs, interest, and potential attorney’s fees. The Company is required to respond to the writ and the garnishee is required to disclose any assets or funds held on behalf of the Company. As of the date of this filing, the garnishment proceedings remain ongoing, and the ultimate outcome and impact on the Company’s financial position cannot be determined. (Note 18 – Subsequent Events)

SettlementAgreement with CCFD, Inc.

On April 9, 2024, the Company entered into a Creative Services Agreement with CCFD, Inc. (as successor in interest to The Right Method, LLC) for public relations, media relations, and branding services. CCFD asserted that it had fully performed its contractual obligations and claimed that $243,000 was owed by the Company. CCFD prepared an arbitration demand for filing with the American Arbitration Association, which was presented to the Company. The Company disputed the amount claimed.

On October 15, 2025, the Company and CCFD, Inc. entered into a Settlement Agreement to resolve all claims related to the Creative Services Agreement. Under the terms of the Settlement Agreement, the Company agreed to pay CCFD a total of $150,000 in monthly installments of $7,500, commencing November 1, 2025, with all payments to be made in full satisfaction of all claims. The Settlement Agreement includes mutual releases of all claims, and provides that, upon timely payment of all installments, CCFD will waive all claims for legal fees, costs, and interest. In the event of default, the unpaid balance becomes immediately due, with interest and collection costs, and CCFD may seek judgment for the outstanding amount. (Note 18 – Subsequent Events)

SettlementAgreement with Carstens, Allen & Gourley, LLP

Carstens, Allen & Gourley, LLP (“Carstens”) commenced an action before the Texas Civil Court against the Company on or about August 12, 2024 (“Lawsuit”). In the Lawsuit, Carstens alleges that the Company was in breach of contract by failure and refusal to pay attorneys’ fees that it owes to Carstens. The Company has entered into settlement negotiations with Carstens. In December 2024, Carstens filed for a default judgement for the unpaid fees. The Company is negotiating with Carstens for a mutually acceptable settlement. In April 2025, the Company reached a settlement agreement, to pay Carstens the total sum of $160,000 with interest of $10,366 in 13 payments. A late payment fee of 12.5% is incurred on any payments the Company does not pay when due. Upon signing the settlement, Carstens filed with the courts to dismiss the lawsuit.

As a result of the settlement agreement with Carstens the Company recognized a loss on settlement of debt of $53,093. As of September 30, 2025, the Company had an accrued expenses balance of $189,552 due to the settlement agreement with Carstens. The Company recognized late penalty fees of $22,355 due to the balance owed to Carstens during the three months ended September 30, 2025. The late penalty fee was recorded as part of the loss on settlement of debts on the consolidated statement of operations.

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Item1A. Risk Factors.

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

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

Item2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item3. Defaults Upon Senior Securities.

None

Item4. Mine Safety Disclosures.

Not applicable.

Item5. Other Information.

SubsequentEvents

[*]

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Item6. Exhibits.

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

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

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SIGNATURES

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

	VOCODIA HOLDINGS CORP
Date:<br> December 19, 2025	By:	/s/ Brian Podolak
		Brian<br> Podolak
		Chief<br> Executive Officer
		(Principal<br> Executive Officer, Principal Financial and Accounting Officer)

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Exhibit31.1

302 CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO RULE 13A-14(a) AND 15d-14(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Brian Podolak, certify that:

1) I have reviewed this Quarterly Report on Form 10-Q (this “report”) Vocodia Holdings Corp (the “registrant”);

2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4) The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5) The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:<br> December 19, 2025
/s/ Brian Podolak
Brian<br> Podolak
Chief<br> Executive Officer
(Principal<br> Executive Officer)

Exhibit31.2

302 CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO RULE 13A-14(a) AND 15d-14(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Brian Podolak, certify that:

1) I have reviewed this Quarterly Report on Form 10-Q (this “report”) of Vocodia Holdings Corp (the “registrant”);

2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4) The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5) The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:<br> December 19, 2025
/s/ Brian Podolak
Brian<br> Podolak
Chief<br> Financial Officer
(Principal<br> Financial Officer)

Exhibit32.1

CERTIFICATIONPURSUANT TO

18U.S.C. SECTION 1350

ASADOPTED PURSUANT TO

SECTION906 OF THE SARBANES-OXLEY ACT OF 2002

---

In connection with the Annual Report on Form 10-Q for the period ended September 30, 2025 of Vocodia Holdings Corp the “Company”), as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacities and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to his knowledge:

1)	The<br> Company’s Annual Report on Form 10-Q for the preiod ended September 30, 2025, to which this Certification is attached as Exhibit<br> 32.1 (the “Report”), fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange<br> Act of 1934, as amended, as amended; and
2)	The<br> information contained in the Report fairly presents, in all material respects, the financial condition at the end of the period covered<br> by the Report and results of operations of the Registrant for the periods covered by the Report of the Company.

Date: December 19, 2025

/s/ Brian Podolak
Brian<br> Podolak
Chief<br> Executive Officer
(Principal<br> Executive Officer)

Exhibit32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-Q for the period ended September 30, 2025 of Vocodia Holdings Corp (the “Company”), as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacities and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to his knowledge:

1) The Company’s Annual Report on Form 10-Q for the period ended September 30, 2025, to which this Certification is attached as Exhibit 32.2 (the “Report”), fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended, as amended; and

2) The information contained in the Report fairly presents, in all material respects, the financial condition at the end of the period covered by the Report and results of operations of the Registrant for the periods covered by the Report of the Company.

Date: December 19, 2025

/s/ Brian Podolak
Brian<br> Podolak
Chief<br> Financial Officer
(Principal<br> Financial Officer)