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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

 Annual
 report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 For
the fiscal year ended December 31, 2023

 OR

 Transition
 report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 For
the transition period from ________to ________.

 Commission
File Number 000-56565

 ONEMETA
INC.

 (Exact
name of registrant as specified in its charter)

 Nevada

 000-56565

 20-5150818

 (State or other jurisdiction of

 incorporation or organization)

 (Commission

 File No.)

 (IRS Employer

 Identification No.)

South 400 Esat, Suite 200, Bountiful, UT 84010

 (Address
of principal executive offices, including zip code)

 Registrant's
telephone number, including area code: (775) 464-1980

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

 Title
 of each class

 Trading
 Symbol

 Name
 of exchange on which registered

 None.

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

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

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

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

 Large
 Accelerated Filer

 Accelerated
Filer

 Non-Accelerated
 Filer

 Smaller
 Reporting Company

 Emerging
 Growth Company

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

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

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

 The
aggregate market value of the registrant's common stock held by non-affiliates of the registrant on June 30, 2023, based upon the
closing price of the common stock as reported on the OTC Bulletin Board on such date, was approximately $ 9.3 million. As of April 1, 2024, the registrant had 33,082,960 shares of common stock outstanding.

the number of shares outstanding of each of the Registrant's classes of common stock, as of the latest practicable date.

 Title
 or class

 outstanding as of December 31, 2023

 Stock, $0.001 par value

 32,995,460

 A Preferred, $0.001 par value

 2,068

 B-1 Preferred, $0.001 par value

 TABLE
OF CONTENTS

 TABLE
OF CONTENTS

 Item
 1.

 Business

 Item
 1A.

 Risk Factors

 Item
 1B.

 Unresolved Staff Comments

 Item
 2.

 Properties

 Item
 3.

 Legal Proceedings

 Item
 4.

 Mine Safety Disclosures

 Item
 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item
 6.

 Reserved

 Item
 7.

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

 Item
 7A.

 Quantitative and Qualitative Disclosures About Market Risk

 Item
 8.

 Financial Statements and Supplementary Data

 Item
 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item
 9A.

 Controls and Procedures

 Item
 9B.

 Other Information

 Item
 10.

 Directors, Executive Officers and Corporate Governance

 Item
 11.

 Executive Compensation

 Item
 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item
 13.

 Certain Relationships and Related Transactions and Director Independence

 Item
 14.

 Principal Accountant Fees and Services

 Item
 15.

 Exhibits and Financial Statement Schedules

 Item
 16.

 Form 10-K Summary

 SIGNATURES

 PART
I

 Unless
otherwise indicated in this report, "Company," "OneMeta," "we," "us,"
"our," and similar terms refer to OneMeta Inc.

 DISCLOSURE
REGARDING FORWARD-LOOKING STATEMENTS

 This
report includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). All statements in this report, other
than statements of historical fact, are "forward-looking statements" for purposes of these provisions, including any projections
of earnings, revenues or other financial items, any statements of the plans and objectives of our management for future operations, any
statements concerning proposed new products or services, any statements regarding the integration, development or commercialization of
the business or any assets acquired from other parties, any statements regarding future economic conditions or performance, and any statements
of assumptions underlying any of the foregoing. In some cases, forward-looking statements can be identified by the use of terminology
such as "may," "will," "expects," "plans," "anticipates," "intends,"
"seeks," "believes," "estimates," "potential," "forecasts," "continue,"
or other forms of these words or similar words or expressions, or the negative thereof or other comparable terminology. Although we believe
that the expectations reflected in the forward-looking statements contained herein are reasonable, there can be no assurance that such
expectations or any of the forward-looking statements will prove to be correct, and actual results will likely differ, and could differ
materially, from those projected or assumed in the forward-looking statements. Investors are cautioned not to unduly rely on any such
forward-looking statements.

 All
subsequent forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by
these cautionary statements. Our actual results will likely differ, and may differ materially, from anticipated results. Financial estimates
are subject to change and are not intended to be relied upon as predictions of future operating results. All forward-looking statements
included in this report are made as of the date hereof and are based on information available to us as of such date. We assume no obligation
to update any forward-looking statement. If we do update or correct one or more forward-looking statements, investors and others should
not conclude that we will make additional updates or corrections.

 Our
future financial condition and results of operations, as well as any forward-looking statements, are subject to inherent risks and uncertainties.
Please see Item 1A "Risk Factors" for a discussion of these risks and uncertainties.

 DISCLOSURE
REGARDING TRADEMARKS

 This
report includes trademarks, tradenames and service marks that are our property or the property of other third parties. Solely for convenience,
such trademarks and tradenames sometimes appear without any " " or " " symbol. However, failure to
include such symbols is not intended to suggest, in any way, that we will not assert our rights or the rights of any applicable licensor,
to these trademarks and tradenames.

 Item 1.

 Business.

 The
Company was originally incorporated as Promotions on Wheels Holdings, Inc., a Nevada corporation, on July 3, 2006. On December 26, 2008,
the name of the Company was changed to Blindspot Alert, Inc. On September 11, 2009, the Company's name was changed to WebSafety,
Inc. On March 23, 2021, the Company's name was changed to VeriDetx Corp. On June 8, 2021, the Company's name was changed
to WebSafety, Inc. On August 1, 2022, the Company acquired Metalanguage Corp (the "Acquisition"). Metalanguage Corp. was
solely owned by Saul Leal, who has become the Company's CEO. Metalanguage Corp. owned certain intellectual property regarding the
use of artificial intelligence for the translation and transcription of foreign languages. This intellectual property became the basis
of the Company's Verbum and Verbum SDK products. The Company issued shares of Series B-1 Convertible Preferred stock and common
stock to Mr. Leal in exchange for all of the stock of Metalanguage Corp (the "Acquisition"). Upon completion of the Acquisition,
Mr. Leal became the CEO of the Company and became a director on the Company's board of directors. On June 20, 2023, the Company's
name was changed to OneMeta Inc. On July 10, 2022, the Company's name was changed to OneMeta AI. On June 20, 2023, the Company's
name was changed to OneMeta Inc.

 The
Company develops and markets artificial intelligence products that eliminate language barriers in daily communications by providing high-quality,
accurate, and efficient interpretation and translation services using natural language processing (NLP) technology. The Company's focus
is on developing a proprietary architecture that is faster and more accurate than any other company, with a commitment to providing superior
quality services to its customers. The Company intends to serve a wide variety of markets and customers and is focused on becoming a
leader in the creation of products for the interpretation and translation industry.

 Business
Summary

 At
the time of its initial formation in 2006, the Company was a development stage company that offered live promotions and marketing events
using custom-built mobile displays.

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

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

 Our
Products

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

 Verbum.
 Verbum supports near-real time web-based conversations, discussions, meetings, and online
 chats in 143 languages, enabling fluent and effective communication among individuals that
 do not speak a similar language. This product is distributed through the Company's
 online platform, direct sales to businesses and organizations, and the Company is attempting
 to develop partnerships with existing video conferencing providers. The competitive position
 is against other video conferencing providers that also offer live interpretation services,
 such as Microsoft Teams, Zoom and Google Meet. The Company believes its main competitors
 are organizations that supply human interpreters which can be 10X times more expensive than
 the Company's Verbum product. The primary market for the Company's Verbum product
 would be any organization or individual that requires real-time interpretation services.

 Verbum
 SDK. Verbum Software Developer Kit allows software programmers, potential channel
 partners, and corporate development teams to integrate the Company's powerful multilingual
 communications platform Verbum — into new or existing Software-as-a-Service
 applications and/or client/server programs, helping them remove communications barriers for
 multinational organizations and/or those serving customers who speak/read different languages.
 This product may be distributed through partnerships with software developers or through
 direct sales to businesses and organizations that require interpretation services for their
 software. The competitive position would be against other software development kit providers
 that also offer interpretation services, such as Microsoft Azure or Amazon Translate. The
 market for this product would be software developers and businesses that require interpretation
 services for their software applications.

 Competition

 The
market for services like OneMeta is emerging, rapidly evolving, and fragmented, and we believe that OneMeta represents a new category
of business technology. As a result, we principally compete against translation tools and products from established vendors. We also
compete with smaller companies that offer translation services.

 We
believe that the principal competitive factors in our markets include the following:

 ease of adoption, use, and deployment;

 product functionality;

 platform capabilities;

 breadth and depth of platform integrations;

 scalability, availability and reliability;

 security and privacy;

 ability to support intercompany collaboration;

 brand awareness and reputation;

 customer support; and

 total cost of ownership.

 Competition
has intensified in recent periods, and we expect competition to continue to intensify as established and emerging companies continue
to enter the markets we serve or attempt to address the translation problems.

 Intellectual
Property

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

 Patents

 Case
 No.

 Title
 of Invention:

 Country:

 Status:

 Application
 No.

 Filing
 Date:

 Patent
 No:

 Date
 Issued:

 Publication
 Number:

 Published
 Date:

 1META.055PR

 SYSTEMS
 AND METHODS FOR RAPID MULTI-USER TEXT, SPEECH, AND TRANSLATION

 US

 63/374220

 8/31/2022

 1META.055PR2

 SYSTEMS
 AND METHODS FOR RAPID MULTI USER TEXT, SPEECH, AND TRANSLATION

 US

 63/429505

 12/1/2022

 1META.055PR3

 SYSTEMS
 AND METHODS FOR RAPID MULTI-USER TEXT, SPEECH, AND TRANSLATION

 US

 63/498261

 4/25/2023

 1META.055PR4

 SYSTEMS
 AND METHODS FOR RAPID MULTI-USER TEXT, SPEECH, AND TRANSLATION

 US

 63/499696

 5/2/2023

 WEBS.001A

 METHOD
 OF INHIBITING FUNCTIONS OF A MOBILE COMMUNICATIONS DEVICE

 US

 12/506045

 7/20/2009

 8380176

 2/19/2013

 2010/0035588
 A1

 2/11/2010

 WEBS.001C1

 METHOD
 OF INHIBITING FUNCTIONS OF A MOBILE COMMUNICATIONS DEVICE

 US

 13/757141

 2/1/2013

 8744417

 6/3/2014

 2013/0210413
 A1

 8/15/2013

 WEBS.001C2

 SAFETY
 OF A MOBILE COMMUNICATIONS DEVICE

 US

 14/291407

 5/30/2014

 9661469

 5/23/2017

 2015/0111555
 A1

 4/23/2015

 WEBS.001C3

 SAFETY
 OF A MOBILE COMMUNICATIONS DEVICE

 US

 15/601592

 5/22/2017

 9986385

 5/29/2018

 2018/0077531
 A1

 3/15/2018

 WEBS.004A

 DEVICES
 AND METHODS FOR IMPROVING WEB SAFETY AND DETERRENCE OF CYBERBULLYING

 US

 14/576065

 12/18/2014

 9485206

 11/1/2016

 2015/0180746
 A1

 6/25/2015

 WEBS.004DA

 DISPLAY
 SCREEN OR PORTION THEREOF WITH GRAPHICAL USER INTERFACE

 US

 29/504071

 10/1/2014

 D792421

 7/18/2017

 WEBS.004MX

 DEVICES
 AND METHODS FOR IMPROVING WEB SAFETY AND DETERRENCE OF CYBERBULLYING

 MX

 MX/a/2016/008094

 6/17/2016

 362735

 2/6/2019

 WEBS.004PH

 DEVICES
 AND METHODS FOR IMPROVING WEB SAFETY AND DETERRENCE OF CYBERBULLYING

 PH

 1-2016-501195

 6/17/2016

 1-2016-501195

 5/30/2018

 6/25/2015

 Trademarks

 Case
 No.

 Trademark
 Name:

 Country:

 Status:

 Application
 No.

 Filing
 Date:

 Reg
 No:

 Reg
 Date:

 Class:

 Published
 On:

 1META.002T

 ONEMETA

 US

 97/732496

 12/27/2022

 Int., 41 Int., 42 Int.

 1META.003T

 VERBUM

 US

 97/732499

 12/27/2022

 Int., 41 Int., 42 Int.

 WEBS.023T

 WEBSAFETY
! (Stylized and/or with Design)

 US

 Registered

 86/315697

 6/20/2014

 10/27/2015

 4842244

 Int.

 6/23/2015

 WEBS.022T

!
 (Stylized and/or Design)

 US

 Registered

 86/315659

 6/20/2014

 5/5/2015

 4733214

 Int.

 11/11/2014

 WEBS.049T

 DRIVESAFETY!
 (stylized and/or design)

 US

 Registered

 88/639949

 10/2/2019

 4/20/2021

 6329740

 Int.

 8/18/2020

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

 Human
Resources

 As
of December 31, 2023, the Company had 24 employees and independent contractors. The number of employees will increase through time and
natural sales growth.

 Available
Information

 Our
website address is  Information contained on or that can be accessed through our website does not constitute
part of this Annual Report on Form 10-K and the inclusion of our website address in this Annual Report on Form 10-K is an inactive textual
reference only.

 The
following filings are available through our investor relations website after we file them with the Securities and Exchange Commission,
or the SEC: Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and our Proxy Statement for our annual meeting of stockholders.
These filings are also available for download free of charge on our investor relations website. Our investor relations website is located
at  The SEC also maintains an Internet website that contains reports, proxy statements and other
information about issuers, like us, that file electronically with the SEC. The address of that website is www.sec.gov.

 Item
 1A.
 Risk
 Factors.

 As
a smaller reporting company, the Company is not required to provide information typically disclosed under this item.

 Item
 1B.
 Unresolved
 Staff Comments.

 None.

 Item
 1C.
 Cybersecurity.

 The
Company's Cybersecurity System includes administrative, technical, and physical safeguards and is designed to provide an appropriate
level of protection to maintain the confidentiality, integrity and availability of the Company's and its customers' information.
This includes protecting against known and evolving threats to the security of the Company's systems and information, and against
unauthorized access, compromise, or loss of data. The Cybersecurity System is managed centrally, so the same security controls, policies
and procedures are implemented across the organization. The Company maintains cybersecurity policies including an Acceptable Use Policy
that all system users sign to acknowledge that they understand their security responsibilities. All system users receive security awareness
training which includes phishing attack simulation testing.

 A
key element of the Company's Cybersecurity System is to mature the system to align with the CIS18 Critical Security Controls security
framework. The CIS controls are designed based on real-world data about cyber-attacks, to ensure that the measures are effective against
current threats. The framework provides a prioritized set of actions, which enables the Company to focus its efforts on the most effective
defensive measures first. This prioritization helps in optimizing the use of resources for maximum impact on security. This strategy
provides a structured and effective approach to cybersecurity, helping the Company to protect its assets, comply with regulations, manage
risks, and improve its overall security posture.

 Governance

 The
Company has established controls and procedures to escalate enterprise-level issues, including cybersecurity matters, to the appropriate
management levels within its organization and to its Board of Directors, or members or committees thereof, as appropriate. The Company's
Board of Directors is responsible for enterprise risk management, including its approach to managing cybersecurity risk, and has delegated
oversight responsibility of information security risks to its Audit Committee. Under the Company's framework, cybersecurity issues
are analyzed by subject matter experts for potential financial, operational, and reputational risks, based on, among other factors, the
nature of the matter and breadth of impact. Matters determined to present potential material impacts to the Company's financial
results, operations, and/or reputation are immediately reported by management to the Company's Board of Directors or its Audit
Committee, as appropriate, in accordance with its escalation framework.

 In
addition, the Company has established procedures to ensure that management responsible for overseeing the effectiveness of disclosure
controls is informed in a timely manner of known cybersecurity risks and incidents that may materially impact the Company's operations
and that timely public disclosure is made as appropriate. The Company's Cybersecurity System is led by the Chief Executive Officer
("CEO") in collaboration with other third-party cybersecurity service providers which in turn assist in monitoring our exposure
from significant information technology suppliers, significant software as a service providers and major vendors with access to our information
technology systems. Further, team members who support our cybersecurity program have relevant educational and industry experience through
various roles involving information technology, security, auditing, compliance, systems and programming. The Company does not maintain
cyber insurance coverage at this time. During the last three years, the Company has not experienced a material security breach and, as
a result, the Company has not incurred any material expenses from such a breach. Furthermore, during such time, the Company has not been
penalized or paid any amount under any information security breach settlement.

 Item 2.

 Properties.

 Our
executive offices are located at 450 South 400 East, Suite 200, Bountiful, Utah, 84010. We rent an executive office at the cost of $1,600
per month and it is rented on a month-to-month basis. The directors and officers of the company generally work from their home offices.

 Item 3.

 Legal Proceedings.

 We
are not currently party to any pending legal proceedings that we believe would, individually or in the aggregate, have a material adverse
effect on our financial condition, cash flows or results of operations.

 Item 4.

 Mine Safety Disclosures.

 The
disclosure required by this item is not applicable.

 PART
II

 Item
 5.
 Market
 for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of
 Equity Securities.

 Our
common stock trades on the OTC Bulletin Board under the symbol ONEI. As of December 31, 2023, there were 245 shareholders of our common
stock and the total shares outstanding of 30,784,060. The transfer agent for our common stock is Pacific Stock Transfer 6725 Via Austin
Parkway Suite 300, Las Vegas, Nevada 98119.

 The
following table shows the reported high and low closing bid quotations per share for our common stock based on information provided by
the OTC Bulletin Board for the periods indicated. Quotations reflect inter-dealer prices, without markup, markdown or commissions and
may not represent actual transactions.

 Fiscal Year Ended December 31, 2023

 HIGH

 LOW

 Fourth Quarter

 $
 0.90

 $
 0.30

 Third Quarter

 $
 0.49

 $
 0.21

 Second Quarter

 $
 0.37

 $
 0.05

 First Quarter

 $
 0.31

 $
 0.05

 Fiscal Year Ended December 31, 2022

 HIGH

 LOW

 Fourth Quarter

 $
 1.54

 $
 0.15

 Third Quarter

 $
 1.60

 $
 0.59

 Second Quarter

 $
 1.49

 $
 0.26

 First Quarter

 $
 0.98

 $
 0.40

 Trades
in our common stock may be subject to Rule 15g-9 under the Exchange Act, which imposes requirements on broker-dealers who sell securities
subject to the rule to persons other than established customers and accredited investors. For transactions covered by the rule, broker-dealers
must make a special suitability determination for purchasers of the securities and receive the purchaser's written agreement to the transaction
before the sale.

 Our
shares are subject to rules applicable to "penny stock" which pertain to any equity security with a market price less than
$5.00 per share or an exercise price of less than $5.00 per share. Penny stock rules require a broker-dealer, prior to a transaction
in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, which specifies information about penny stocks
and the nature and significance of risks of the penny stock market. A broker-dealer must also provide the customer with bid and offer
quotations for the penny stock, the compensation of the broker-dealer, and sales person in the transaction, and monthly account statements
indicating the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that, prior
to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination
that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These
disclosure requirements may have the effect of reducing the trading activity in our shares.

 Dividend
Policy

 We
have not paid or declared any cash dividends on our common stock in the past and do not foresee doing so in the foreseeable future. We
intend to retain any future earnings for the operation and expansion of our business. Any decision as to future payment of dividends
will depend on the available earnings, the capital requirements of our Company, our general financial condition and other factors deemed
pertinent by our Board of Directors.

 Sales
of Unregistered Securities

 Date
 of
 Transaction

 Transaction type (e.g. new issuance, cancellation, shares returned
 to treasury)

 Number of Shares Issued (or cancelled)

 Class of Securities

 Value of shares issued ($/per share) at Issuance

 Were the shares issued at a discount to market price at the time
 of issuance? (Yes/No)

 Individual/ Entity Shares were issued to (entities must have individual
 with voting / investment control disclosed).

 Reason for share issuance (e.g. for cash or debt conversion) -OR-
 Nature of Services Provided

 Restricted or Unrestricted as of this filing.

 Exemption or Registration Type.

 1-9-2020

 725,764

 $
.50

 No

 Cash

 1-15-2020

 $
.001

 No

 David Wigginton

 2-19-2020

 300,000

 $
.001

 No

 Torrey Hills Capital-Cliff Mastricola

 2-24-2020

 150,000

 $
.001

 No

 Georgette Wansor

 2-24-2020

 $
.50

 No

 Khalid Hayat

 Cash

 3-17-2020

 15,000

 $
.50

 No

 Haig Kelegian

 Cash

 5-7-2020

 276,000

 $
.50

 No

 Cash

 5-13-2020

 15,000

 $
.50

 No

 Cash

 1-15-21

 $
.20

 No

 Jodi Bardash

 Cash

 1-25-21

 $

 No

 Andrew Hansen

 Cash

 1-26-21

 $
.001

 No

 Georgette Wansor

 1-27-21

 $
.20

 No

 Moises Eskenazi

 Cash

 89,140

 $
.20

 No

 Daniel Feeney

 Cash

 149,740

 $
.20

 No

 Conrad F. Hohener III

 Cash

 149,360

 $
.20

 No

 Keith Stribling Separate Property Trust

 Cash

 149,360

 $
.20

 No

 Newton Family Trust David Newton

 Cash

 148,865

 $
.20

 No

 Philip and Allison Nelson Family Trust

 Cash

 149,660

 $
.20

 No

 Edward A. Gage Jr. Revocable Trust

 Cash

 149,495

 $
.20

 No

 Meyer Living Trust Todd Meyer

 Cash

 2-23-21

 66,667

 $
.75

 No

 Robert Hartman

 Cash

 2-23-21

 40,000

 $
.75

 No

 Anthony Campisi

 Cash

 80,000

 $
.20

 No

 Valerie Vichikov

 Cash

 $
.20

 No

 Melinda L. Day

 Cash

 $
.20

 No

 Hamilton F. Day

 Cash

 $
.20

 No

 Rowland W. Day and Milly Day

 Cash

 $
.20

 No

 David and Susanne Wigginton

 Cash

 $
.20

 No

 Rowland W. Day III

 Cash

 $
.20

 No

 Diana Zivich

 Cash

 $
.20

 No

 Ann M. Day

 Cash

 2-28-21

 66,670

 $
.75

 No

 David Hartman

 Cash

 3-1-21

 305,145

 $
.20

 No

 JHK Holdings LLC J. Kirk Harns

 Cash

 3-15-21

 370,000

 $
.001

 No

 Saul Leal

 Cash

 3-23-21

 500,000

 $
.20

 No

 Cash

 3-29-21

 $
.20

 No

 Charles McMurray

 Cash

 4-2-21

 1,475,000

 Preferred

 $
.001

 No

 Rowland W. Day II

 4-6-21

 3,049,392

 $
.125

 No

 Cash

 1,566

 $
.001

 No

 Francis X. Pisano

 1,567

 $
.001

 No

 Ingrid Carrillo

 1,567

 $
.001

 No

 Kevin Hennings

 4,340

 $
.001

 No

 Corey Henke

 133,000

 $
.001

 No

 Bonneville Communications Jeff Barton

 7-8-21

 2,000

 $
.001

 No

 Jeffrey Pizzino

 7-13-21

 3,000

 $
.001

 No

 Sprout Marketing Bruce Law

 8-5-21

 16,367

 $
.001

 No

 Gregory Howison

 9-21-21

 152,627

 $
.001

 No

 Knobbe, Martens, Olson & Bear LLP Philip Nelson

 1-22-22

 $
.40

 No

 Kristy Rus

 Cash

 4-1-22

 1,347,431

 $
.001

 No

 Bob Carroll

 Consulting Agreement

 4-19-22

 62,500

 $
.40

 No

 Gary Mauro

 Cash

 4-22-22

 25,000

 $
.40

 No

 Daniel Wisan

 Cash

 5/18/22

 37,500

 $
.40

 No

 Sarah and Clinton Walker

 Cash

 6/15/22

 $
.40

 No

 Robert Dean Schalow

 Cash

 6/20/22

 37,500

 $
.40

 No

 Daniel Wisan

 Cash

 7/19/22

 $
.40

 No

 Brian J. Finley

 Cash

 7/19/22

 58,750

 $
.40

 No

 Roy E. Mullin

 Cash

 7/19/22

 66,250

 $
.40

 No

 Roy E. Mullin Roth IRA

 Cash

 7/20/22

 $
.40

 No

 Richard Allen Sanders

 Cash

 8/15/22

 $
.40

 No

 Cash

 8/19/22

 15,385

 $
.65

 No

 Maria Julia Rojas

 Cash

 8/25/22

 15,385

 $
.65

 No

 Munsee Co. LLC Nick Munsee

 Cash

 9/9/22

 15,385

 $
.65

 No

 Dominic Pace

 Cash

 9/19/22

 15,395

 $
.65

 No

 Sean Blair

 Cash

 9/20/22

 20,000

 $
.40

 No

 Nicholas Lampson

 Cash

 $
.40

 No

 Lindsey Warren Davis

 Cash

 $
.40

 No

 Elisha Gardener Honeycutt

 Cash

 90,000

 $
.40

 No

 Bryan Finley

 Cash

 30,000

 $
.40

 No

 Garry Maruo

 Cash

 $
.40

 No

 Leroy Saleme

 Cas

 40,000

 $
.40

 No

 Daniel Wisian

 Cash

 $
.40

 No

 George Henry Somerville

 Cash

 $
.40

 No

 Bradley L Morrison

 Cash

 30,003

 $
.40

 No

 Shilpa P Bakre

 Cash

 125,00

 $
.40

 No

 Dean V Wiberg

 Cash

 $
.40

 No

 Sonia Van Meter

 Cash

 20,000

 $
.40

 No

 William O Mara

 Cash

 20,000

 $
.40

 No

 Warren Alverson

 Cash

 $
.40

 No

 Ryan S Sanders

 Cash

 10/20/22

 New Issue*

 9,615

 $
.40

 No

 Sean Bair

 Cash

 10/20/22

 9,615

 $
.40

 No

 Munsee Co LLC

 Cash

 10/20/22

 New Issue*

 9,615

 $
.40

 No

 Maria Julia Rojas

 Cash

 10/20/22

 9,615

 $
.40

 No

 Dominic Pace

 Cash

 10/24/22

 $
.40

 No

 Thomas Charles Gent

 Cash

 10/25/22

 $
.40

 No

 Arlo Pignotti

 Cash

 10/27/222

 New issue

 45,000

 $
.40

 No

 Evan Spaulding

 Cash

 10/29/22

 62,500

 $
.40

 No

 Plan R Enterprises Inc.

 Cash

 10/31/22

 40,000

 $
.40

 No

 Thomas C Clemons

 Cash

 10/31/22

 700,000

 $
.40

 No

 Gonzalo Carballo

 Cash

 11/01/22

 31,500

 $
.40

 No

 Don L Enlow

 Cash

 11/29/22

 $
.40

 No

 Bear Mccreadie

 Cash

 11/29/22

 $
.40

 No

 Daniel Wisian

 Cash

 11/29/22

 $
.40

 No

 Lindsey Warren Davis

 Cash

 11/29/22

 12,500

 $
.40

 No

 Earls Heritage Trust

 Cash

 04/12/23

 $
.40

 No

 Larry Oliver

 Cash

 04/12/23

 $
.40

 No

 Michael L Soileau

 Cash

 04/12/23

 $
.40

 No

 Abraham Family Trust DTD 9/14/1983

 Cash

 04/26/23

 $
.40

 No

 Abigail Frank

 Cash

 04/26/23

 $
.40

 No

 Darren Scharf

 Cash

 05/01/23

 1,772,800

 $
.001

 No

 Saul Leal

 05/09/23

 30,000

 $
.001

 No

 The David Politis Company Inc.

 05/12/23

 $
.40

 No

 Damon Garcia

 Cash

 05/23/23

 $
.40

 No

 Quest Trust Company

 Cash

 05/23/23

 $
.40

 No

 KolleenT Kennedy

 Cash

 05/31/23

 35,000

 $
.40

 No

 The Entrust Group Inc. Cust FBO Nicholas

 Cash

 05/31/23

 $
.40

 No

 Quest Trust Company FBO Ronald L Reeves

 Cash

 06/14/23

 62,500

 $
.40

 No

 Adam Yonnotta

 Cash

 06/15/23

 $
.40

 No

 Lindsey Warren Davis

 Cash

 07/11/23

 25,000

 $
.40

 No

 John Consentino

 Cash

 07/11/23

 1,666,667

 $
.30

 No

 AOS Holdings Inc.

 Cash

 08/18/23

 200,000

 $
.40

 No

 Bryan Finley

 Cash

 09/28/23

 40,000

 $
.40

 No

 Jed Morley

 Cash

 10/03/23

 187,500

 $
.40

 No

 Chris Weston

 Cash

 10/03/23

 $
.40

 No

 Kenneth John Weston

 Cash

 10/16/23

 $
 1,00

 No

 Cash

 10/25/23

 $
.001

 No

 The David Politis Company Inc.

 10/25/23

 37,500

 $
.40

 No

 Quest Trust Company FBO Stephen Csobaji

 Cash

 11/17/23

 $
.80

 No

 Allyse Sedivy

 Cash

 10/25/23

 62,500

 $
.40

 NO

 The Entrust Group Inc. FBO Troy Jordan

 Cash

 11/30/23

 136,000

 $
.001

 No

 Fon Consulting LLC

 Cash

 12/19/23

 671,971

 $
.80

 No

 Madison Trust Company Cust Elizabeth Chlipala

 Cash

 12/19/23

 48,941

 $
.80

 No

 Madison Trust Company Cust James E Kerrins

 Cash

 12/19/23

 1,022,045

 $
.80

 No

 Madison Trust Company Cust Elizabeth Chlipala

 Cash

 12/19/23

 18,443

 $
.80

 No

 Madison Trust Company Cust James E Kerrins

 Cash

 12/12/23

 $
.40

 No

 Bryan Finley

 Cash

 12/21/23

 $
.80

 No

 Corey Kotlarz LLC

 Cash

 12/12/23

 $
.40

 No

 Phillip Tiemann

 Cash

 03/25/24

 87,500

 $
.40

 No

 The Entrust Group Inc. CUST Jonathan Tiemann

 Cash

 Purchases
of Equity Securities by the Issuer and Affiliated Purchasers

 None.

 Holders
of Record

 As
of December 31, 2023, there were 245 record holders and 225 as of December 31, 2022, of the Company's common stock.

 Item
 6.

 Selected Financial Data.

 As
a "smaller reporting company," as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.

 Item 7.

 Management's Discussion and Analysis of Financial
Condition and Results of Operations.

 The
following discussion and analysis should be read in conjunction with our financial statements, including the notes thereto, appearing
in this Form 10-K and are hereby referenced. The following discussion contains forward-looking statements that reflect our plans, estimates
and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause
or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this report. You should not
place undue certainty on these forward-looking statements, which apply only as of the date of this report. We believe it is important
to communicate our expectations. However, our management disclaims any obligation to update any forward-looking statements whether as
a result of new information, future events or otherwise.

 These
forward-looking statements are based on our management's current expectations and beliefs and involve numerous risks and uncertainties
that could cause actual results to differ materially from expectations. You should not rely upon these forward-looking statements as
predictions of future events because we cannot assure you that the events or circumstances reflected in these statements will be achieved
or will occur. You can identify a forward-looking statement by the use of the forward-terminology, including words such as "may",
"will", "believes", "anticipates", "estimates", "expects", "continues",
"should", "seeks", "intends", "plans", and/or words of similar import, or the negative
of these words and phrases or other variations of these words and phrases or comparable terminology. These forward-looking statements
relate to, among other things: our sales, results of operations and anticipated cash flows; capital expenditures; depreciation and amortization
expenses; sales, general and administrative expenses; our ability to maintain and develop relationship with our existing and potential
future customers, and, our ability to maintain a level of investment that is required to remain competitive. Many factors could cause
our actual results to differ materially from those projected in these forward-looking statements, including, but not limited to: variability
of our revenues and financial performance; risks associated with technological changes; the acceptance of our products in the marketplace
by existing and potential customers; disruption of operations or increases in expenses due to our involvement with litigation or caused
by civil or political unrest or other catastrophic events; general economic conditions, government mandates; and, the continued employment
of our key personnel and other risks associated with competition.

 Overview

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

 Basis
of Presentation

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

 Results
of Operations

 Revenues

 The
Company had revenue of $70,903 and $1,295 for the years ended December 31, 2023, and 2022, respectively.

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

 Subscription
 Model: The Company may offer its interpretation and translation services to customers on a subscription basis, with customers
 paying a monthly or annual fee to access the service.

 Pay-Per-Use
 Model: The Company may generate revenue on a pay-per-use model, where customers pay for interpretation or translation services
 on a per-minute or per-word basis.

 Licensing:
 The Company may license its proprietary NLP technology and architecture to other companies for a fee.

 Training
 and Education: The Company generates revenue by offering training and education services related to interpretation and translation,
 such as online courses and in-person workshops.

 Consultancy
 Services: The Company may generate revenue by offering consultancy services related to interpretation and translation, such
 as advising clients on best practices or providing customized solutions to meet their specific needs.

 Partnerships
 and Collaborations: The Company may form both formal and informal relationships with other businesses or organizations to
 offer joint interpretation and translation services and generate revenue through a revenue-sharing agreement.

 Expenses

 Research
 and Development: Developing and maintaining the proprietary NLP technology and architecture will be a significant future
 expense for the Company. This will include expenses related to hiring and retaining top talent, conducting research and development,
 and investing in technology infrastructure and equipment.

 Salaries
 and Benefits: The Company will invest in hiring and retaining additional employees to perform various functions, such as
 software development, customer support, sales, and administration. This will include salaries, benefits, and other employee-related
 expenses.

 Infrastructure
 and Equipment: The Company will invest in technology infrastructure and equipment to support its software development and
 distribution operations. This will include expenses related to servers, software licenses, hardware, and office equipment.

 Professional
 Services: Depending on the Company's needs, it may need to engage professional services such as legal, accounting,
 or consulting services, which would be an expense for the Company.

 Distribution
 and Delivery: The Company will need to invest in distribution and delivery methods for its products, such as software updates,
 shipping, or online delivery. This will include expenses related to logistics, software licensing, or server maintenance.

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

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

 Results
of Operations for the Years Ended December 31, 2023 and 2022

 $

 $
 1,295

 Total revenue

 1,295

 Operating expenses:

 Research and development

 757,267

 157,650

 General and administrative

 4,074,187

 669,550

 Advertising and marketing

 192,747

 49,800

 Legal and professional

 464,930

 434,499

 Impairment expense

 685,666

 -

 Total operating expenses

 6,174,797

 1,311,499

 Loss from operations

 (6,103,894
)

 (1,310,204
)

 Other expense:

 Interest expense

 (43,169
)

 (33,368
)

 Total other expense

 (43,169
)

 (33,368
)

 $
 (6,147,063
)

 $
 (1,343,572
)

 Revenues.
Revenue for 2023 was $70,903 as compared to $1,295 for 2022.

 Operating
Expenses. Total operating expenses for 2023 was $6,174,797 as compared to $1,311,499 for 2022. The increase was primarily attributable
to an increase in general and administrative expenses from our expanded operations and an increase in our research and development costs
as we built out our product offering.

 Net
Loss. As a result of our operating expenses increase significantly beyond the increase in our revenues, we had net loss of $6,147,063
for 2023 as compared to $1,343,572 for 2022.

 Liquidity
and Capital Resources

 As
of December 31, 2023, the Company had total assets of $1,143,690, all of which were current assets. We also had total liabilities of
$1,025,919, all of which were current liabilities. We believe our ability to achieve commercial success and continued growth will be
dependent upon our ability to sell our products and our continued access to capital either through sales of our equity or cash generated
from operations. We will attempt to obtain additional capital through private investors; however, we have no agreements or understandings
with third parties at this time in regard to investing additional monies.

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

 Related
Parties

 See
" Item 13. Certain Relationships and Related Transactions, and Director Independence " for a description of certain transactions
and relationships with related parties.

 Item
 7A.
 Quantitative
 and Qualitative Disclosures About Market Risk.

 As
a "smaller reporting company," as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.

 Item 8.

 Financial Statements and Supplementary Data.

 Our financial statements for the fiscal years ended December 31, 2023 and 2022 are attached hereto.

 TABLE
OF CONTENTS

 Financial
 Statements

 Page
 Number

 Report
 of Independent Registered Public Accounting Firm (PCAOB ID 2738)

 Balance
 Sheets as of December 31, 2023 and 2022

 Statements
 of Operations for the years ended December 31, 2023 and 2022

 Statements
 of Stockholders' Equity (Deficit) for the years ended December 31, 2023 and 2022

 Statements
 of Cash Flows for the years ended December 31, 2023 and 2022

 Notes
 to Financial Statements

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Board of Directors and

Shareholders of OneMeta Inc.

 Opinion
on the Financial Statements

 We have audited the accompanying balance sheets of
OneMeta, Inc. (the Company) as of December 31, 2023 and 2022, and the related statements of operations, changes in stockholders'
equity (deficit), and cash flows for each of the years in the two-year period ended December 31, 2023, and the related notes (collectively
referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects,
the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each
of the years in the two-year period ended December 31, 2023 in conformity with accounting principles generally accepted in the United
States of America.

 Going Concern

 The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 3 to the financial statements, the company has incurred recurring losses from operations
and had not yet achieved profitable operations as of December 31, 2023 which raises substantial doubt about its ability
to continue as a going concern. Management's plans regarding these matters are also described in Note 3. The financial statements
do not include any adjustments that might result from the outcome of this uncertainty.

 Basis
for Opinion

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

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

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

 Critical
Audit Matters

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

Recognition

 Auditing
the Company's treatment of revenue required significant judgment regarding the application of ASC 606 revenue recognition criteria.

 Auditing
management's evaluation of agreements with customers involves significant judgment, given the fact that contracts require management's
evaluation and application of ASC 606 such as allocating the standalone transactions prices of the company's performance obligations.

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

 /s/
 M&K CPAS, PLLC

 PCAOB ID 2738

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

 The Woodlands, TX

 April
1, 2024

 F- 1

 (Formerly OneMeta AI)

 Balance Sheets

 ASSETS

 Current assets:

 Cash

 $
 1,129,935

 $
 400,703

 Accounts receivable

 6,935

 -

 Prepaid and other current assets

 6,820

 -

 Total current assets

 1,143,690

 400,703

 Noncurrent assets:

 Software, net

 -

 1,077,475

 Total noncurrent assets

 -

 1,077,475

 Total assets

 $
 1,143,690

 $
 1,478,178

 LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS' EQUITY (DEFICIT)

 Current liabilities:

 Accounts payable

 $
 522,917

 $
 377,883

 Accrued expenses, related party

 281,012

 442,435

 Note payable, related party

 221,990

 -

 Convertible note payable, related party

 -

 221,990

 Total current liabilities

 1,025,919

 1,042,308

 Total liabilities

 1,025,919

 1,042,308

 Commitments and contingencies

 -

 -

 Mezzanine equity:

 Series B-1 convertible preferred stock, $ 0.70798 redemption value, 8,619,420 shares authorized, 0 and 5,673,346 shares issued and outstanding, respectively

 -

 4,016,616

 STOCKHOLDERS' EQUITY (DEFICIT)

 Preferred stock, $ 0.001 par value, 50,000,000 shares authorized,

 Series A preferred stock, $ 0.001 par value, 5,000,000 shares authorized, 2,068 issued and outstanding

 Series B-1 convertible preferred stock, $ 0.001 par value, 8,619,420 shares authorized, 8,619,420 and 0 shares issued and outstanding, respectively

 -

 Preferred stock, value

 Common stock, $ 0.001 par value, 500,000,000 shares authorized, 32,995,460 and 24,983,593 shares issued and outstanding, respectively

 32,996

 24,984

 Additional paid in capital

 33,992,707

 24,156,001

 Accumulated deficit

 ( 33,908,796
)

 ( 27,761,733
)

 Total stockholders' equity (deficit)

 117,771

 ( 3,580,746
)

 Total liabilities, mezzanine equity and stockholders' equity (deficit)

 $
 1,143,690

 $
 1,478,178

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

 F- 2

 (Formerly OneMeta AI)

 Statements of Operations

 For the years ended December 31, 2023 and 2022

 $

 $
 1,295

 Total revenue

 1,295

 Operating expenses:

 Research and development

 757,267

 157,650

 General and administrative

 4,074,187

 669,550

 Advertising and marketing

 192,747

 49,800

 Legal and professional

 464,930

 434,499

 Impairment expense

 685,666

 -

 Total operating expenses

 6,174,797

 1,311,499

 Loss from operations

 ( 6,103,894
)

 ( 1,310,204
)

 Other expense:

 Interest expense

 ( 43,169
)

 ( 33,368
)

 Total other expense

 ( 43,169
)

 ( 33,368
)

 $
 ( 6,147,063
)

 $
 ( 1,343,572
)

 Net loss per common share:

 Basic

 $
 ( 0.22
)

 $
 ( 0.06
)

 Diluted

 $
 ( 0.22
)

 $
 ( 0.06
)

 Weighted average common shares outstanding:

 Basic

 28,546,287

 22,249,977

 Diluted

 28,546,287

 22,249,977

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

 F- 3

 (Formerly OneMeta AI)

 Statements of Changes in Stockholders' Equity (Deficit)

 For the years ended December 31, 2023 and 2022

 capital

 Deficit

 Total

 Series B-1 Convertible Preferred Stock

 Series A Preferred Stock

 Series B-1 Convertible Preferred Stock

 Common Stock

 Additional

 paid-in

 Accumulated

 capital

 Deficit

 Total

 Balance, December 31, 2021

 4,309,710

 $
 3,051,189

 2,068

 $

 -

 $
 -

 20,072,409

 $
 20,073

 $
 22,614,628

 $
 ( 26,418,161
)

 $
 ( 3,783,458
)

 Common shares issued for cash

 -

 -

 -

 -

 -

 -

 3,563,753

 3,564

 1,321,937

 -

 1,325,501

 Stock based compensation

 -

 -

 -

 -

 -

 -

 1,347,431

 1,347

 212,776

 -

 214,123

 Imputed interest

 -

 -

 -

 -

 -

 -

 -

 -

 6,660

 -

 6,660

 Preferred B-1 shares issued for acquisition of asset

 1,363,636

 965,427

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 ( 1,343,572
)

 ( 1,343,572
)

 Balance, December 31, 2022

 5,673,346

 4,016,616

 2,068

 -

 -

 24,983,593

 24,984

 24,156,001

 ( 27,761,733
)

 ( 3,580,746
)

 Balance

 5,673,346

 4,016,616

 2,068

 -

 -

 24,983,593

 24,984

 24,156,001

 ( 27,761,733
)

 ( 3,580,746
)

 Common shares issued for cash

 -

 -

 -

 -

 -

 -

 6,023,067

 6,023

 3,101,097

 -

 3,107,120

 Stock based compensation

 -

 -

 -

 -

 -

 -

 216,000

 144,787

 -

 145,003

 Contributed capital

 -

 -

 -

 -

 -

 -

 -

 -

 351,459

 -

 351,459

 Imputed interest

 -

 -

 -

 -

 -

 -

 -

 -

 6,660

 -

 6,660

 Additional shares issued for prior year software acquisition

 2,946,074

 2,085,762

 -

 -

 -

 -

 1,772,800

 1,773

 131,187

 -

 132,960

 Reclassification of mezzanine equity

 ( 8,619,420
)

 ( 6,102,378
)

 -

 -

 -

 -

 6,101,516

 -

 6,102,378

 -

 -

 -

 -

 -

 -

 -

 -

 -

 ( 6,147,063
)

 ( 6,147,063
)

 Balance, December 31, 2023

 -

 $
 -

 2,068

 $

 $

 32,995,460

 $
 32,996

 $
 33,992,707

 $
 ( 33,908,796
)

 $
 117,771

 Balance

 -

 $
 -

 2,068

 $

 $

 32,995,460

 $
 32,996

 $
 33,992,707

 $
 ( 33,908,796
)

 $
 117,771

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

 F- 4

 (Formerly OneMeta AI)

 Statements of Cash Flows

 For the years ended December 31, 2023 and 2022

 CASH FLOWS FROM OPERATING ACTIVITIES

 $
 ( 6,147,063
)

 $
 ( 1,343,572
)

 Adjustment to reconcile net loss to cash used in operating activities:

 Imputed interest

 6,660

 6,660

 Additional shares issued for prior year software acquisition

 2,218,722

 -

 Stock based compensation

 145,003

 214,123

 Amortization

 391,809

 97,952

 Impairment expense

 685,666

 -

 Net change in:

 Accounts receivable

 ( 6,935
)

 -

 Prepaid and other current assets

 ( 6,820
)

 -

 Accounts payable

 614,986

 ( 54,863
)

 Accrued expenses, related party

 ( 279,916
)

 357,555

 CASH FLOWS USED IN OPERATING ACTIVITIES

 ( 2,377,888
)

 ( 722,145
)

 CASH FLOWS FROM INVESTING ACTIVITIES:

 Purchase of software

 -

 ( 210,000
)

 CASH FLOWS USED IN INVESTING ACTIVITIES

 -

 ( 210,000
)

 CASH FLOWS FROM FINANCING ACTIVITIES:

 Proceeds from issuance of common shares

 3,107,120

 1,325,501

 CASH FLOWS PROVIDED BY FINANCING ACTIVITIES

 3,107,120

 1,325,501

 NET CHANGE IN CASH

 729,232

 393,356

 Cash, beginning of period

 400,703

 7,347

 Cash, end of period

 $
 1,129,935

 $
 400,703

 SUPPLEMENTAL CASH FLOW INFORMATION

 Cash paid on interest expense

 $
 -

 $
 -

 Cash paid for income taxes

 $
 -

 $
 -

 NON-CASH TRANSACTIONS

 Expenses paid on the Company's behalf

 $
 469,952

 $
 113,439

 Reclassification of mezzanine equity

 $
 6,102,378

 $
 -

 Series B-1 convertible preferred shares issued for software

 $
 -

 $
 965,427

 Contributed capital

 $
 351,459

 $
 -

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

 F- 5

 OneMeta
Inc.

 (Formerly
OneMeta AI)

 Notes
to the Financial Statements

 Note
1. Basis of Presentation

 The
accompanying unaudited interim financial statements of OneMeta Inc. ("we", "our", "OneMeta" or the
"Company") have been prepared in accordance with accounting principles generally accepted in the United States of America
and the rules of the Securities and Exchange Commission ("SEC") and should be read in conjunction with the financial statements
and notes thereto contained in the Company's fiscal 2022 financial statements. In the opinion of management, all adjustments, consisting
of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim
periods presented have been reflected herein. The results of operations for our interim periods are not necessarily indicative of the
results to be expected for the full year. Notes to the financial statements that would substantially duplicate the disclosure contained
in the financial statements for fiscal 2022, have been omitted.

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

 Note
2. Summary of Significant Accounting Policies

 Use
of Estimates

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

 Cash
and Cash Equivalents

 Cash
equivalents include all highly liquid investments with original maturities of three months or less.

 Accounts
Receivable

 Accounts
receivable are comprised of unsecured amounts due from customers. The Company carries its accounts receivable at their face amounts
less an allowance for credit losses. The allowance for credit losses is recognized based on management's estimate of likely losses
per year, based on past experience and review of customer profiles and the aging of receivable balances. As of December 31, 2023 and
2022, there was no allowance for credit losses.

 Property
and Equipment

 Property
and equipment are valued at cost. Additions are capitalized and maintenance and repairs are charged to expense as incurred. Depreciation
is provided using the straight-line method over the estimated useful lives of the assets as follows:

of Property and Equipment

 Estimated

 Category

 Useful Lives

 Building and improvements

 3 years

 F- 6

 Intangible
Assets, and Long-Lived Assets

 The
Company evaluates its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount
of such assets may not be recoverable. Recoverability of a long-lived asset is measured by comparison of the carrying amount to the expected
future undiscounted cash flows that the asset is expected to generate. Any impairment to be recognized is measured by the amount by which
the carrying amount of the asset exceeds its fair value. During the year ended December 31, 2023, the Company evaluated the software
for impairment and recorded an impairment expense of $ 685,666.

 Related
Parties

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

 Fair
Value of Financial Instruments

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

 Mezzanine
equity

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

Recognition

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

 Identification
 of the contract with a customer

 Identification
 of the performance obligations in the contract

 Determination
 of the transaction price

 Allocation
 of the transaction price to the performance obligations in the contract

 Recognition
 of revenue when, or as, the Company satisfies a performance obligation

 We
enter into revenue arrangements in which a customer may purchase a combination of subscriptions, consulting services,
training and education. Fully hosted subscription services ("SaaS") allow customers to access hosted software during the
contractual term without taking possession of the software.

 We
recognize revenue ratably over the contractual service term for hosted services that are priced based on a committed number of transactions
where the delivery and consumption of the benefit of the services occur evenly over time, beginning on the date the services associated
with the committed transactions are first made available to the customer and continuing through the end of the contractual service term.
Over-usage fees and fees based on the actual number of transactions are billed in accordance with contract terms as these fees are incurred
and are included in the transaction price of an arrangement as variable consideration. Revenue based on per-minute or per-word basis,
where invoicing is aligned to the pattern of performance, customer benefit and consumption, are typically accounted for utilizing the
"as-invoiced" practical expedient. Revenue for subscriptions sold as a fee per period is recognized ratably over the contractual
term as the customer simultaneously receives and consumes the benefit of the underlying service.

 F- 7

 Licenses
for software may be purchased as a subscription for a fixed period of time or based on usage. Revenue from licenses is recognized at
the point in time the software is available to the customer, provided all other revenue recognition criteria are met, and classified
as revenue on our Statements of Operations. Our interpretation or translation services fees are based on a per-minute or per-word basis,
are typically accounted for utilizing the "as-invoiced" practical expedient.

 Our
services are comprised primarily of fees related to training, and education for certain licenses that are recognized at a point in time.
Training and education revenues are recognized as the services are performed.

 Disaggregation
of revenues

 The
Company disaggregates revenue between subscription and license revenue and training and education revenue.

of Disaggregation of Revenue

 Year Ended

 Year Ended

 Subscription and license revenue

 $
 54,483

 $
 1,295

 Training and education

 16,420

 -

 Total revenue

 $

 $
 1,295

 Deferred

 Deferred
revenue includes service and support contracts and represents the undelivered performance obligation of agreements that are typically
for one year or less. As of December 31, 2023 and 2022, deferred revenue was $ 0.

 Basic
and Diluted Loss Per Share

 Basic
loss per common share is computed by dividing the net loss available to common shareholders by the weighted-average number of common
shares outstanding during the period. Diluted loss per common share is determined using the weighted-average number of common shares
outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, the
weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive.
Accordingly, the number of weighted average shares outstanding, as well as the amount of net loss per share are presented for basic and
diluted per share calculations for the years ended December 31, 2023 and 2022, reflected in the accompanying statement of operations.

 Recent
Accounting Pronouncements

 In
June 2016, the FASB issued Accounting Standards Update No. 2016-13, Financial Instruments-Credit Losses: Measurement of Credit Losses
on Financial Instruments. ASU 2016-13 requires measurement and recognition of expected credit losses for financial assets. In April 2019,
the FASB issued clarification to ASU 2016-13 within ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments-Credit
Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments, or ASU 2016-13. The guidance is effective for fiscal
years beginning after December 15, 2022. The Company adopted this standard on January 1, 2023, which had no material impact on the Company's
financial statements.

 Note
3. Going Concern

 These
financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which
assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. Realization values
may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would
be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going
concern. As of December 31, 2023, the Company had not yet achieved profitable operations and expects to incur further losses in the development
of its business, all of which raise substantial doubt about the Company's ability to continue as a going concern. The Company's
ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary
financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has
no formal plan in place to address this concern but considers that the Company will be able to obtain additional funds by equity financing
and/or related party advances, however, there is no assurance of additional funding being available.

 F- 8

 Note
4. Software

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

 The
total purchase price for the acquisition was determined to be $ 1,175,427 which consisted of $ 210,000 cash paid and 1,363,636 shares of
Series B-1 convertible preferred stock valued at the redemption value of $ 0.70798 per share with a fair value of $ 965,427. The Company
concluded the purchase of a single set of assets qualified as an asset acquisition and all such acquisition costs have been capitalized
as software on the balance sheet. The Company estimated the useful life of the software acquired and purchased to be 3 years. During
the years ended December 31, 2023 and 2022, the Company recorded $ 391,809 and $ 97,952 of amortization expense related to the software,
respectively. During the year ended December 31, 2023, the Company evaluated the software for impairment and recorded an impairment expense
of $ 685,666.As of December 31, 2023 and 2022, the software balance, net of amortization was $ 0 and $ 1,077,475, respectively.

 Note
5. Related Party Transactions

 Expense
paid on the Company's behalf

the years ended December 31, 2023 and 2022, Mr. Day paid $ 469,952 and $ 113,439 of expenses on the Company's behalf and was repaid
$ 479,425 and $ 103,030, respectively. As of December 31, 2023 and 2022, the balance owed to Mr. Day was $ 4,337 and $ 13,809, respectively.

 Founder
note

Day, the Company's prior CEO agreed to provide the necessary working capital for the Company's business. At the end of
each calendar quarter the convertible promissory note is adjusted based upon the funds provided. The convertible promissory note
bears interest at 5 %
and is convertible into Series B-1 preferred stock at the rate of $ 0.10
per share. During the years ended December 31, 2023 and 2022, this Company recorded imputed interest expense of $ 6,660.
On October 1, 2023, with no consideration given, Mr. Day agreed to waive the convertible feature on the note payable, related party.
As of December 31, 2023, the note payable, related party principal balance was $ 221,990,
with accrued interest of $ 33,299.
As of December 31, 2022, the convertible note payable, related party principal balance was $ 221,990,
with accrued interest of $ 22,198.

 Accrued
salary and interest

 On
October 1, 2023, the Company and Mr. Day entered into a settlement and general release agreement. Per the agreement, Mr. Day agreed to
settle all accrued salary and interest for service provided prior to the September 1, 2022. As a result, the Company recorded the settlement
of $ 351,459 as a contribution to capital.

 Note
6. Equity

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

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

 F- 9

Stock

 2023

the year ended December 31, 2023, the Company issued 6,023,067 shares of common stock for cash and collected $ 3,107,120.

the year ended December 31, 2023, the Company issuance of 216,000 shares of common stock to consultants for services provided that were
valued at $ 83,434.

 On
May 2, 2023, the Board approved an addendum to the Share Exchange Agreement previously entered into on August 1, 2022, between the
Company, Metalanguage, and Saul Leal. The Addendum provided for the additional issuance of 1,772,800
shares of common stock with a fair value of $ 132,960 to the sole shareholder of Metalanguage who is also the CEO of the Company,
Saul Leal. The shares were valued at $ 0.075,
the closing price of the Company's stock on May 2, 2023.

 2022

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

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

 Preferred
Stock

A Convertible Preferred Stock

 In
April 2008, our board of directors designated 5,000,000 shares of our preferred stock as Series A Convertible Preferred Stock ("Series
A") with a par value of $ 0.001. Series A has liquidation and dividend preferences. Each share of Series A has voting rights equal
to the amount of shares of common stock the Series A is convertible to and is convertible on a 1 to 1.25 common share basis. As of December
31, 2023 and December 31, 2022, there are 2,068 shares of Series A-1 issued and outstanding.

B-1 Convertible Preferred Stock

 In
October 2015, our board of directors designated 3,107,438 shares of our preferred stock as Series B-1 Convertible Preferred Stock ("Series
B-1") with the redemption value of $ 0.70798 per share. Series B -1 has liquidation and dividend preferences. Each share of Series
B-1 has voting rights 3.2x (times) that of the number of votes that is equal to the number of common stock the series of preferred shares
are convertible into. Each share is convertible on a 1 to 11 common share basis. Series B-1 preferred shares also include covenants requiring
 51 % of the outstanding votes of the series of stock to amend or repeal any incorporation documents that would alter the rights or preferences
of Series B-1, alter the authorized number of shares of the series, create or issue any classes of preferred stock senior to the Series
B-1, amend the company's bylaws, or enter into a transaction that would result in a change in control. Series B-1 is included in
mezzanine equity on the balance sheet, because it is convertible at the redemption value into a variable number of shares. On May 2,
2023, the Board approved an addendum to the Share Exchange Agreement previously entered into on August 1, 2022, between the Company,
Metalanguage, and Saul Leal. The Addendum provided for the additional issuance of 2,946,074 shares of Series B-1 Convertible preferred
stock to the sole shareholder of Metalanguage who is also the CEO of the Company, Saul Leal. On September 30,2023, the Company amended
their Articles of Incorporation to remove the redemption right on the Series B-1, which was reclassified from mezzanine equity to permanent
equity on the balance sheet. As of December 31, 2023 and 2022, there are 8,619,420 and 5,673,346 shares of Series B-1 issued and outstanding,
respectively.

 F- 10

B-2 Convertible Preferred Stock

 In
October 2015, our board of directors designated 3,107,438 shares of our preferred stock as Series B-2 Convertible Preferred Stock ("Series
B-2") with a par value of $ 0.001. Series B -2 have no liquidation or dividend preferences. Each share of Series B-2 has voting
rights equal to the amount of shares of common stock the Series A is convertible to and is convertible on a 1 to 1 common share basis
and shall automatically be converted into common shares up the Public Offering Closing. As of December 31, 2023 and 2022, there are no
shares of Series B-2 issued and outstanding.

 Stock
Warrants

the year ended December 31, 2023, the Company issued 350,000 common stock warrants in conjunction with stock purchase agreements. The
warrants have a 5 -year term and an exercise price range from $ 1.00 - $ 2.00. The common stock warrants have a relative fair value of $ 72,785.The
Company valued the warrants using the Black-Scholes model with the with the following range of key assumptions: Stock price $ 0.167 -
$ 0.40, Exercise price $ 1.00 - $ 2.00, Term 5 years, Volatility 169.90 % – 172.74 %, Discount rate 3.91 % – 4.27 % and a Dividend
yield of 0 %.

 The
following table summarizes the stock warrant activity for the years ended December 31, 2023 and 2022:

of Warrant Outstanding

 Warrants

 Weighted-Average Exercise

 Price Per Share

 Outstanding, December 31, 2021

 78,750

 $
 0.50

 Granted

 –

 –

 Exercised

 –

 –

 Forfeited

 –

 –

 Expired

 –

 –

 Outstanding, December 31, 2022

 78,750

 0.50

 Granted

 350,000

 1.29

 Exercised

 –

 –

 Forfeited

 –

 –

 Expired

 ( 78,750
)

 0.50

 Outstanding, December 31, 2023

 350,000

 $
 1.29

 As
of December 31, 2023 the outstanding and exercisable warrants have a weighted average remaining term of 4.31 with no intrinsic value,
respectively.

 F- 11

 Stock
Options

 On June 5, 2023, the Company issued 400,000 options
to an employee. The options have a five year term at an exercise price of $ 0.17. The options vest at 10% over a four year period in equal
installments on each of the succeeding four anniversary dates. The remaining 240,000 options vest upon the Company attaining a $ 60,000,000
run rate by December 31, 2025. The total fair value of these option grants at issuance was $ 62,002.

 On August 25, 2023, the Company issued 125,000 options
to an employee. The options have a three month term at an exercise price of $ 0.40 and vest upon issuance. On November 24, 2023, the options
expired. The total fair value of these option grants at issuance was $ 3,850.

 On October 1, 2023, the Company issued 45,000 options
to an advisory board member. The options have a five year term at an exercise price of $ 0.27 and vest upon issuance. The total fair value
of these option grants at issuance was $ 11,572.

 On October 11, 2023, the Company issued 550,000 options
to an advisory board member. The options have a five year term at an exercise price of $ 0.57. The options vest as follows: (i) 25,000
options on each of January 31, April 30, July 31, and October 31 for the years 2024 and 2025; (ii) 50,000 options upon the Company's
revenue from the sale of the Company's products through customer's channels exceeding $5,000,000 by June 30, 2024; (iii) 100,000
options upon the Company's revenue from the sale of the Company's products through customer's channels exceeding $20,000,000
by June 30, 2025; and (iv) 200,000 options upon the Company's revenue from the sale of the Company's products through customer's
channels exceeding $40,000,000 by June 30, 2026. The total fair value of these option grants at issuance was $ 298,275.

 On December 16, 2023, the Company issued 1,000,000
options to a director. The options have a ten
year term at an exercise price of $ 0.57.
The options vest over a four year period in equal installments on each of the succeeding four anniversary dates. The total fair
value of these option grants at issuance was $ 397,140.

the year ended December 31, 2023, the Company issued 1,650,000
 common stock options to consultants and a Director. The options have a term ranging from three to five years with exercise prices ranging from $ 0.40 - $ 0.75.
Of the 1,650,000 options, 100,000 options vest upon issuance and 1,550,000 options vest 20% at issuance and 80% over a four year period
in equal installments on each of the succeeding four anniversary dates. The total fair value of these option grants at issuance was $ 611,764.

 The
Company valued the stock options using the Black-Scholes model with the following range of key assumptions: Stock price $ 0.17
 - $ 0.57,
Exercise price $ 0.27
 - $ 0.75,
Term 0.25
 - 5
 years, Volatility 76.64 %
– 172.88 %
and Discount rate 2.01 %
– 4.60 %.

the year ended December 31, 2023, the Company recognized $ 61,569 of expense related to outstanding stock options.

 The
following table summarizes the stock option activity for the years ended December 31, 2023 and 2022:

of Stock Options

 Options

 Weighted-Average Exercise

 Price Per Share

 Outstanding, December 31, 2021

 –

 $
 –

 Granted

 –

 –

 Exercised

 –

 –

 Forfeited

 –

 –

 Expired

 –

 –

 Outstanding, December 31, 2022

 –

 –

 Granted

 3,770,000

 0.43

 Exercised

 –

 –

 Forfeited

 –

 –

 Expired

 ( 125,000
)

 0.40

 Outstanding, December 31, 2023

 3,645,000

 $
 0.43

 Exercisable, December 31, 2023

 465,000

 $
 0.46

 As
of December 31, 2023 the outstanding and exercisable options have a weighted average remaining term of 4.81 with
an intrinsic value of $ 9,500.

 Note
7. Income Tax

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

of Income Tax Rate Reconciliation

 Year Ended

 Year Ended

 December 31,

 December 31,

 2023

 2022

 Income tax benefit computed at the statutory rate

 $
 1,291,000

 $
 282,000

 Tax effect of:

 True-up and non-deductible expenses

 1,952,000

 ( 45,000
)

 Change in valuation allowance

 ( 3,243,000
)

 ( 237,000
)

 Provision for income taxes

 $
 –

 $
 –

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

of Deferred Tax Assets and Liabilities

 As of

 As of

 December 31,

 December 31,

 2023

 2022

 Deferred income tax assets

 Net operating losses

 $
 3,525,000

 $
 282,000

 Valuation allowance

 ( 3,525,000
)

 ( 282,000
)

 Net deferred income tax assets

 $
 –

 $
 –

 The
Company has an operating loss carry forward of approximately $ 16,789,000.

 Note
8. Subsequent Events

 On
January 24, 2024, the Board of Directors approved the issuance of 750,000 options to a director. The options have a ten -year term at
an exercise price of $ 0.51 and vest in 4 equal annual installments beginning one year from the issuance date.

 Subsequent
to December 31, 2023, the Company issued 87,500 shares of common stock at $ 0.40 per share and collected $ 35,000.

 F- 12

 Item
 9.

 Changes
 in and Disagreements with Accountants on Accounting and Financial Disclosure.

 None.

 Item
 9A.

 Evaluation
 of Disclosure Controls and Procedures.

 Disclosure
controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our
reports filed or submitted under the Securities Exchange Act of 1934 (the "Exchange Act") is recorded, processed, summarized
and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls
and procedures include controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted
under the Exchange Act is accumulated and communicated to management to allow timely decisions regarding required disclosure.

 As
required by paragraph (b) of Rules 13a-15 or 15d-15 under the Exchange Act, our management, with the participation of our chief executive
officer (our principal executive officer) and our chief financial officer (our principal financial officer and principal accounting officer)
evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this annual report, being
December 31, 2022.

 Based
on this evaluation, these officers concluded that, as of December 31, 2023 these disclosure controls and procedures were not effective
to ensure that the information required to be disclosed by our company in reports it files or submits under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the rules and forms of the Securities Exchange Commission. The
conclusion that our disclosure controls and procedures were not effective was due to the Company was lacking in pre-planning for expenses
and documentation of all transactions.

 Because
of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues,
if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can
be faulty and that breakdowns can occur because of simple error or mistake.

 Management's
Annual Report on Internal Control over Financial Reporting

 Our
management is responsible for establishing and maintaining adequate internal control over financial reporting. The term "internal
control over financial reporting" is defined as a process designed by, or under the supervision of, an issuer's principal
executive and principal financial officers, or persons performing similar functions, and effected by the issuer's board of directors,
management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies
and procedures that:

 (1)

 Pertain
 to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets
 of the issuer; and

 (2)

 provide
 reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
 generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with
 authorizations of management and directors of the issuer.

 Under
the supervision of our chief executive officer, being our principal executive officer, and our chief financial officer, being our principal
financial officer and principal accounting officer, we conducted an evaluation of the effectiveness of our internal control over financial
reporting as of December 31, 2023 using the criteria established in Internal Control Integrated Framework (2013) issued by the Committee
of Sponsoring Organizations of the Treadway Commission (COSO). This evaluation included review of the documentation of controls, evaluation
of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation. Based
on this evaluation, our management concluded our internal control over financial reporting were not effective at December 31, 2023.

 A
material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a
more than remote possibility that a misstatement of our company's annual or interim financial statements could occur. In its assessment
of the effectiveness of our internal control over financial reporting as of December 31, 2023, we determined that there were control
deficiencies that constituted material weaknesses which are indicative of many small companies with small staff, such as:

 (1)

 inadequate
 segregation of duties and effective risk assessment; and

 (2)

 insufficient
 written policies and procedures for documenting all transactions with vendors.

 Our
management is currently evaluating remediation plans for the above deficiencies. During the period covered by this annual report on Form
10-K, we have been able to remediate some of the weaknesses described above. However, we plan to take steps to enhance and improve the
design of our internal control over financial reporting.

 Item 9B.

 Other Information.

the Company's fourth quarter, no director or officer adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1
trading arrangement.

 Item 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent
Inspections.

 Not
applicable.

 PART
III

 Item 10.

 Directors, Executive Officers and Corporate Governance

 The
following table sets forth certain information of our officers and directors, as of December 31, 2023.

 Name

 Age

 Position

 Executive
 Officers

 Saul
 I. Leal

 Chief
 Executive Officer, Director

 W. Day, II

 President,
 CFO, Secretary and Chairman of the Board

 Thomas
 E. Hogan

 Independent
 Director

 Roy
 Chestnutt

 Independent
 Director

 Our
executive officers are appointed by, and serve at the discretion of, our board of directors and each holds office until his or her successor
is duly elected and qualified or until his or her earlier resignation or removal. There are no family relationships among any of our
directors or executive officers.

 The
following are biographical summaries of the experience of our directors and executive officers:

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

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

 From 2006 to 2007, Mr. Leal worked at Deloitte & Touche.

 From 2007 to 2014, Mr. Leal worked as Station Manager at BYU Broadcasting,
where he developed viable businesses in more that 20 countries, built products that have been distributed to over 55 million cell phones
and approximately 39 million pay TV viewers, and translated over 15,000 hours of content into multiple languages.

 From 2014 to 2021, Mr. Leal served as General Manager and Director of Global
Initiatives at Deseret Management Corporation. Mr. Leal led the development of one of the largest digital publishers achieving more than
256 million social media follows and over 4 billion monthly impressions.

 In 2021, Mr. Leal founded Metalanguage, an artificial intelligence architecture
using the latest NLP and LLM technology to provide pragmatic, user-centric solutions to the interpretation and behavioral industry.

 Mr. Leal has served on multiple advisory boards, including Oracle Cloud
USA CAB, Ad Council, Leadership Council, and The Leonardo, Museum of Creativity & Innovation.

 During his career, Mr. Leal earned 27 nominations and 9 regional Emmys.

 Mr.
Leal holds degrees in Systems Engineering from Military University UNEFA in Venezuela, a Master's degree in Business from The Marriott
School of Business, cum laude, Executive Education in Marketing from the Kellogg School of Management, and Advance Statistics
Executive Education from Stanford University.

 Non-Employee
Directors

 Thomas
E. Hogan—Independent Director. Mr. Hogan has been a member of our board of directors
since December 2023. Mr. Hogan recently retired as the operating managing director of Vista Equity Partners, the world's largest
software fund managing over $100 Billion in assets. Mr. Hogan currently serves as Executive Chairman of Cellebrite DI Ltd. (Nasdaq: CLBT);
and his experience includes Executive Vice-President of sales and marketing for Hewlett Packard, Executive Vice-President of Software
for HP, Executive Vice-President of CSC, chief sales officer for Siebel Systems, CEO of Kony, Inc. and President and CEO of Vignette.
Additionally, Mr. Hogan has served as a director of Citrix, Pluralsight, Drift, Vignette, Kony, Gainsight, Vastera, and Inforte.

 Roy
Chestnutt—Independent Director. Mr. Chestnutt has been a member of our Board of Directors since January 2024. He is the
former Executive Vice President and Chief Strategy Officer for Verizon. He brings a remarkable 30+ year track record of experience in
operations, corporate strategy, business development, joint ventures, and strategic investments.

 Mr.
Chestnutt is currently on the Board of Directors of Telstra-Australia's leading telecommunications and technology company, Digital
Turbine, and Intelsat. Additionally, he is on the Accenture Luminaries Board of Advisors, Tillman Global Holdings, and FTI/Delta Partners.
Previously Mr. Chestnutt served as a director of Saudi Telecom, as a Senior Advisor to Blackstone, and served on the Board of Directors
of Global System for Mobile Communications Association ("GSMA") which is comprised of numerous mobile carriers from around
the world and over 400 companies involved in the mobile ecosystem.

 Non-Employee
Director Compensation

 Non-Employee
Director Compensation Policy

 We
believe that equity compensation is appropriate to attract and retain the individuals we desire to serve on our board of directors and
that this approach is comparable to the policies of our peers. We further believe that it is appropriate to provide equity compensation
to our non-employee directors to align their long-term interests with those of the Company and our stockholders.

 Upon
joining the Company in December 2023, we awarded Mr. Hogan options to purchase 1,000,000 shares vesting over a four year term and with
an exercise price of $0.40. Upon joining the Company in January 2024, we awarded Mr. Chestnutt options to purchase 750,000 shares vesting
over a four year period and with an exercise price of $0.51.

 Delinquent
Section 16(a) Reports

 Section 16(a)
of the Exchange Act requires our directors and executive officers and persons who own more than 10% of our common stock to file with
the SEC initial reports of beneficial ownership and reports of changes in beneficial ownership. Officers, directors, and stockholders
who own more than 10% of our Class A common stock are required by SEC regulations to furnish us with copies of all such reports.

 To
our knowledge, based solely on a review of the copies of such reports furnished to us and written representations that no other reports
were required, we believe that for fiscal year 2023 all required reports were filed on a timely basis under Section 16(a), other
than one initial reports for Saul Leal, Rowland Day and Thomas Hogan. We are working to remedy these delinquent filings.

 Item 11.

 Executive Compensation

 This
section describes our compensation program for our named executive officers ("NEOs") for the years ended December 31, 2023
and 2022. Our NEOs are:

 W. Day, II – President, Chief Financial Officer, Secretary and Chairman of the Board

 Saul
 I. Leal - Chief Executive Officer, Director

 The
following table provides details with respect to the total compensation of our NEOs during the fiscal years ended December 31, 2023 and
2022. Our NEOs are (a) each person who served as our Chief Executive Officer during 2023, (b) the next two most highly compensated executive
officers serving as of December 31, 2023 whose total compensation exceeded $100,000 and (c) any person who could have been included under
(b) except for the fact that such persons were not an executive officer on December 31, 2023.

 Summary
Compensation Table

 Name and Principal Position

 Fiscal Year

 Salary
 ($)

 Bonus
 ($)

 Stock Awards
 ($)

 Restricted Stock Awards
 ($)

 Option Awards
 ($)

 Non Equity Incentive Plan Compensation
 ($)

 Nonqualified Deferred Compensation Earnings
 ($)

 All Other Compensation
 ($)

 Total
 ($)

 Rowland W. Day, II (President, Chief Financial
 Officer, Secretary and Chairman of the Board)

 2023

 180,000

 -

 -

 -

 -

 -

 -

 -

 180,000

 2022

 60,000

 -

 -

 -

 -

 -

 -

 -

 60,000

 Saul I. Leal (Chief Executive Officer and Director)

 2023

 180,000

 -

 -

 -

 -

 -

 -

 -

 180,000

 2022

 60,000

 -

 -

 -

 -

 -

 -

 -

 60,000

 The
Company does not compensate directors through bonuses, stock awards, option awards, nonequity incentive plans, nonqualified deferred
compensation earnings, or other compensation. Neither Mr. Day nor Mr. Leal has any outstanding equity awards.

 Compensation
of Executive Officers

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

the years ended December 31, 2023, and 2022, the Company recognized $260,000 and $260,0000 of salary expense. As of December 31, 2023,
and 2022, the Company accrued $387,000 and $180,000 of salary expense, with accrued interest of $19,426 and $3,818, respectively.

 Compensation
of Directors

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

 The
table below sets forth the compensation of the Company's non-employee directors for 2023.

 Name

 Fees Earned or Paid in Cash ($)

 Stock Awards ($)

 Option Awards ($)

 Non-Equity Incentive Plan Compensation ($)

 All Other Compensation ($)

 Total ($)

 Thomas Hogan

 -

 397,140

 -

 -

 -

 $
 397,140

 Roy Chestnutt

 -

 380,114

 -

 -

 -

 380,114

 (1)

 Mr.
 Hogan has options to purchase 1,000,000 shares of the Company's common stock, vesting over a four year period from December
 2023.

 (2)

 Mr.
 Chestnutt has options to purchase 750,000 shares of the Company's common stock, vesting over a four year period from January
 2024.

 Item

 The
following table sets forth, as of December 31, 2023, the number of shares of common stock and preferred stock owned of record and beneficially
by our executive officers, directors, and persons who beneficially own more than 5% of any class of our capital stock.

 Names
 of All Officers, Directors, and Control Persons

 Affiliation
 with Company (e.g. Officer Title/Director/Owner of More than 5%)

 Residential
 Address

 Number
 of Shares Owned

 Share
 Type/Class

 Ownership
 Percentage of Class Outstanding

 W. Day, II

 President,
 CFO, and Director

 2510
 East Sunset Road, Suite 5-837, Las Vegas, NV 89120

 2,142,800

 and

 4,309,710
 Series B-1 Preferred*

 and Series B-1 Preferred

 7.6%
 of the Common

 and

 50%
 of the Series B-1 Preferred

 Saul
 Leal

 Chief
 Executive Officer and Director

 2510
 East Sunset Road, Suite 5-837, Las Vegas, NV 89120

 2,142,800

 And

 4,309,710
 Series B-1 Preferred of which 1,363,638 Series B-1 Preferred are held in escrow*

 and Series B-1 Preferred

 7.6%
 of the Common

 and

 50%
 of the Series B-1 Preferred

 AOS Holdings, LLC

 Owner of More than 5%

 4310 Guion Rd. Indianapolis, IN 46032

 2,666,667

 8.662%

 Nicholson
 Family Trust

 Owner

 Palazzo, Newport Beach, CA 92660

 8.075%

 Melinda
 Owen Bass

 Owner

 4403
 Homewood

 32.253%

 Clayton
 Walls

 Owner

 5055
 Addison Cir., PH 711, Addison, TX 75001

 32.302%

 Donald
 Bailey Holmes

 Owner

 Dahlia Pass, Spring Branch, TX 78070

 8.075%

 Gregory
 K. Bell & Annette Bell JTWROS

 Owner

 P.O.
 Box 1886, Forney, TX 75126

 6.480%

 Collective
 Management Ownership

 Officers
 and Directors

 2510
 East Sunset Road, Suite 5-837, Las Vegas, NV 89120

 4,285,600

 and

 Series B-1 Preferred

 and Series B-1 Preferred

 15.2%
 of the Common

 and

 100%
 of the Series B-1 Preferred

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

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

 2023
Equity Incentive Plan

 General

 Our
board of directors and stockholders adopted the 2023 Equity Incentive Plan as of September 1, 2023, which provides for the grant of incentive
stock options and non-qualified stock options to purchase shares of our common stock and other types of awards. The general purpose of
the 2023 Equity Incentive Plan is to provide a means whereby eligible employees, officers, non-employee directors and other individual
service providers develop a sense of proprietorship and personal involvement in our development and financial success, and to encourage
them to devote their best efforts to our business, thereby advancing our interests and the interests of our stockholders. By means of
the 2023 Equity Incentive Plan, we seek to retain the services of such eligible persons and to provide incentives for such persons to
exert maximum efforts for our success and the success of our subsidiaries.

 Description
of the 2023 Equity Incentive Plan

 The
following description of the principal terms of the 2023 Equity Incentive Plan is a summary and is qualified in its entirety by the full
text of the 2023 Equity Incentive Plan.

 Administration.
 In general, the 2023 Equity Incentive Plan will be administered by the Compensation Committee of the board of directors. The
Compensation Committee will determine the persons to whom options to purchase shares of common stock, stock appreciation rights (or "SARs"),
restricted stock units, restricted or unrestricted shares of common stock, performance shares, performance units, incentive bonus awards,
other stock-based awards and other cash-based awards may be granted. The Compensation Committee may also establish rules and regulations
for the administration of the 2023 Equity Incentive Plan and amendments or modifications of outstanding awards. No options, stock purchase
rights or awards may be made under the 2023 Equity Incentive Plan on or after January 7, 2032 (or, the expiration date), but the 2023
Equity Incentive Plan will continue thereafter while previously granted options, SARs or other awards remain outstanding.

 Eligibility.
 Persons eligible to receive options, SARs or other awards under the 2023 Equity Incentive Plan are those employees, officers,
directors, consultants, advisors and other individual service providers of our Company and our subsidiaries who, in the opinion of the
Compensation Committee, are in a position to contribute to our success, or any person who is determined by the Compensation Committee
to be a prospective employee, officer, director, consultant, advisor or other individual service provider of the Company or any subsidiary.
As of the date of this prospectus, we had four full-time employees, of which two are executive officers. As awards under the 2023 Equity
Incentive Plan are within the discretion of the Compensation Committee, we cannot determine how many individuals in each of the categories
described above will receive awards.

Subject to the 2023 Equity Incentive Plan. The aggregate number of shares of common stock initially available for issuance in
connection with options and other awards granted under the 2023 Equity Incentive Plan is 5,000,000. The number of shares of common stock
available for issuance under the 2023 Equity Incentive Plan automatically increases on the first day of each fiscal year of the Company
commencing with fiscal year 2024, and the first day of each fiscal year thereafter until the expiration date, in an amount equal to 5%
percent of the total number of shares of our common stock outstanding on the last day of the immediately preceding fiscal year of the
Company, unless the board of directors takes action prior thereto to provide that there will not be an increase in the share reserve
for such year or that the increase in the share reserve for such year will be of a lesser number of shares of common stock than would
otherwise occur.

 "Incentive
stock options", or ISOs, that are intended to meet the requirements of Section 422 of the Internal Revenue Code of 1986, as amended
(the "Code") may be granted under the 2023 Equity Incentive Plan with respect to all of the shares of common stock authorized
for issuance under the 2023 Equity Incentive Plan.

 If
any option or SAR granted under the 2023 Equity Incentive Plan terminates without having been exercised in full or if any award is forfeited,
the number of shares of common stock as to which such option or award was forfeited will be available for future grants under the 2023
Equity Incentive Plan. Awards settled in cash will not count against the number of shares available for issuance under the 2023 Equity
Incentive Plan.

 No
non-employee director may receive awards in any calendar year having an accounting value in excess of $250,000 (inclusive of any cash
awards to the non-employee director for such year that are not made pursuant to the 2023 Equity Incentive Plan); provided that, in the
case of a new non-employee director, such amount is increased to $350,000 for the initial year of the non-employee director's term.

 The
number of shares authorized for issuance under the 2023 Equity Incentive Plan and the foregoing share limitations are subject to customary
adjustments for stock splits, stock dividends or similar transactions.

 Terms
and Conditions of Options. Options granted under the 2023 Equity Incentive Plan may be either ISOs or "non-statutory stock
options" that do not meet the requirements of Section 422 of the Code. The Compensation Committee will determine the exercise price
of options granted under the 2023 Equity Incentive Plan. The exercise price of stock options may not be less than the fair market value
per share of our common stock on the date of grant (or 110% of fair market value in the case of ISOs granted to a ten-percent stockholder).

 If
on the date of grant the common stock is listed on a stock exchange or is quoted on the automated quotation system of the Nasdaq Stock
Market, the fair market value will generally be the closing sale price on the date of grant (or the last trading day before the date
of grant if no trades occurred on the date of grant). If no such prices are available, the fair market value will be determined in good
faith by the Compensation Committee based on the reasonable application of a reasonable valuation method.

 No
option may be exercisable for more than ten years (five years in the case of an ISO granted to a ten-percent stockholder) from the date
of grant. Options granted under the 2023 Equity Incentive Plan will be exercisable at such time or times as the Compensation Committee
prescribes at the time of grant. No employee may receive ISOs that first become exercisable in any calendar year in an amount exceeding
$100,000. The Compensation Committee may, in its discretion, permit a holder of an option to exercise the option before it has otherwise
become exercisable, in which case the shares of our common stock issued to the recipient will continue to be subject to the vesting requirements
that applied to the option before exercise.

 Generally,
the option price may be paid in cash, by certified check, or by bank draft. The Compensation Committee may permit other methods of payment,
including through delivery of shares of our common stock having a fair market value equal to the purchase price. The Compensation Committee
is authorized to establish a cashless exercise program and to permit the exercise price (and/or tax withholding obligations) to be satisfied
by reducing from the shares otherwise issuable upon exercise a number of shares having a fair market value equal to the exercise price.

 No
option may be transferred other than by will or by the laws of descent and distribution, and during a recipient's lifetime an option
may be exercised only by the recipient. However, the Compensation Committee may permit the holder of an option, SAR or other award to
transfer the option, right or other award to immediate family members or a family trust for estate planning purposes. The Compensation
Committee will determine the extent to which a holder of a stock option may exercise the option following termination of service with
us.

 Stock
Appreciation Rights. The Compensation Committee may grant SARs under the 2023 Equity Incentive Plan. The Compensation Committee
will determine the other terms applicable to SARs. The exercise price per share of a SAR will not be less than 100% of the fair market
value of a share of our common stock on the date of grant, as determined by the Compensation Committee. The maximum term of any SAR granted
under the 2023 Equity Incentive Plan is ten years from the date of grant. Generally, each SAR will entitle a participant upon exercise
to an amount equal to:

 the
 excess of the fair market value on the exercise date of one share of our common stock over the exercise price, multiplied by

 the
 number of shares of common stock covered by the SAR.

 Payment
may be made in shares of our common stock, in cash, or partly in common stock and partly in cash, all as determined by the Compensation
Committee.

Stock and Restricted Stock Units. The Compensation Committee may award restricted common stock and/or restricted stock units
under the 2023 Equity Incentive Plan. Restricted stock awards consist of shares of stock that are transferred to a participant subject
to restrictions that may result in forfeiture if specified conditions are not satisfied. Restricted stock units confer the right to receive
shares of our common stock, cash, or a combination of shares and cash, at a future date upon or following the attainment of certain conditions
specified by the Compensation Committee. The restrictions and conditions applicable to each award of restricted stock or restricted stock
units may include performance-based conditions. Dividends with respect to restricted stock may be paid to the holder of the shares as
and when dividends are paid to stockholders or at the time that the restricted stock vests, as determined by the Compensation Committee.
Dividend equivalent amounts may be paid with respect to restricted stock units either when cash dividends are paid to stockholders or
when the units vest. Unless the Compensation Committee determines otherwise, holders of restricted stock will have the right to vote
the shares.

 Performance
Shares and Performance Units. The Compensation Committee may award performance shares and/or performance units under the 2023
Equity Incentive Plan. Performance shares and performance units are awards, denominated in either shares or U.S. dollars, which are earned
during a specified performance period subject to the attainment of performance criteria, as established by the Compensation Committee.
The Compensation Committee will determine the restrictions and conditions applicable to each award of performance shares and performance
units.

 Incentive
Bonuses. The Compensation Committee may grant incentive bonus awards under the 2023 Equity Incentive Plan from time to time.
The terms of incentive bonus awards will be set forth in award agreements. Each award agreement will have such terms and conditions as
the Compensation Committee determines, including performance goals and amount of payment based on achievement of such goals. Incentive
bonus awards are payable in cash and/or shares of our common stock.

 Other
Stock-Based and Cash-Based Awards. The Compensation Committee may award other types of equity-based or cash-based awards under
the 2023 Equity Incentive Plan, including the grant or offer for sale of shares of our common stock that do not have vesting requirements
and the right to receive one or more cash payments subject to satisfaction of such conditions as the Compensation Committee may impose.

 Effect
of Certain Corporate Transactions. The Compensation Committee may, at the time of the grant of an award provide for the effect
of a change in control (as defined in the 2023 Equity Incentive Plan) on any award, including (i) accelerating or extending the time
periods for exercising, vesting in, or realizing gain from any award, (ii) eliminating or modifying the performance or other conditions
of an award, or (iii) providing for the cash settlement of an award for an equivalent cash value, as determined by the Compensation Committee.
The Compensation Committee may, in its discretion and without the need for the consent of any recipient of an award, also take one or
more of the following actions contingent upon the occurrence of a change in control: (a) cause any or all outstanding options and SARs
to become immediately exercisable, in whole or in part; (b) cause any other awards to become non-forfeitable, in whole or in part; (c)
cancel any option or SAR in exchange for a substitute option; (d) cancel any award of restricted stock, restricted stock units, performance
shares or performance units in exchange for a similar award of the capital stock of any successor corporation; (e) cancel or terminate
any award for cash and/or other substitute consideration in exchange for an amount of cash and/or property equal to the amount, if any,
that would have been attained upon the exercise of such award or realization of the participant's rights as of the date of the
occurrence of the change in control, but if the change in control consideration with respect to any option or SAR does not exceed its
exercise price, the option or SAR may be canceled without payment of any consideration; or (f) make such other modifications, adjustments
or amendments to outstanding awards as the Compensation Committee deems necessary or appropriate.

 Amendment,
Termination. The board of directors may at any time amend the 2023 Equity Incentive Plan for the purpose of satisfying the requirements
of the Code, or other applicable law or regulation or for any other legal purpose, provided that, without the consent of our stockholders,
the board of directors may not (a) increase the number of shares of common stock available under the 2023 Equity Incentive Plan, (b)
change the group of individuals eligible to receive options, SARs and/or other awards, or (c) extend the term of the 2023 Equity Incentive
Plan.

 Tax
Withholding

 As
and when appropriate, we shall have the right to require each optionee purchasing shares of common stock and each grantee receiving an
award of shares of common stock under the 2023 Equity Incentive Plan to pay any federal, state, or local taxes required by law to be
withheld.

 The
table below sets forth certain information regarding our OneMeta Inc. 2023 Equity Compensation Plan as of December 31, 2023.

 Equity Compensation Plan Information

 Plan category

 (a) Number of Securities to be
 Issued upon Exercise of
 Outstanding Options,
 Warrants, and Rights

 (b) Weighted Average
 Exercise Price of
 Outstanding Options,
 Warrants, and Rights

 (c) Number of Securities
 Remaining Available for
 Future Issuance under
 Equity Compensation
 Plan (Excluding
 Securities Referenced in
 Column (a))

 Equity compensation plans approved by security holders(1):

 5,000,000
 (1)

 $
 0.44

 3,370,000

 Equity compensation plans not approved by security holders:

 N/A

 N/A

 N/A

 Total

 5,000,000

 $
 0.44

 3,370,000

 (1)
To automatically be increased on the first day of each fiscal year beginning with 2024, in an amount equal to lesser of (i) five percent
(5%) of the outstanding shares of all classes of the Company's Common Stock (on a fully diluted basis, but rounded to the nearest
1,000 share increment) as of the last day of the immediately preceding Fiscal Year or (ii) such number of Shares determined by the Board
(the "Annual Increase"). Notwithstanding the foregoing and, subject to adjustment as provided in Section 4.3 of the Plan,
the maximum number of shares of Common Stock that may be issued upon the exercise of Incentive Stock Options will equal the aggregate
number of shares Common Stock stated in Section 4.1(a), and shall be increased on the first day of each Fiscal Year beginning with the
Company's Fiscal Year beginning in 2024 until (and including) the Company's Fiscal Year beginning in 2033, by the Annual
Increase for such Fiscal Year.

 Item 13.

 Certain Relationships and Related Transactions, and
Director Independence

 Expense
paid on the Company's behalf

the years ended December 31, 2023 and 2022, Mr. Day paid $469,952 and $113,439 of expenses on the Company's behalf and was repaid
$479,425 and $103,030, respectively. As of December 31, 2023 and 2022, the balance owed to Mr. Day was $4,337 and $13,809, respectively.

 Founder
Note

Day, the Company's prior CEO, agreed to provide the necessary working capital for the Company's business. At the end of
each calendar quarter the convertible promissory note is adjusted based upon the funds provided. The convertible promissory note
bears interest at 5% and is convertible into Series B-1 preferred stock at the rate of $0.10 per share. During the years ended
December 31, 2023 and 2022, this Company recorded imputed interest expense of $6,660. On October 1, 2023, with no consideration
given, Mr. Day agreed to waive the convertible feature on the note payable, related party. As of December 31, 2023, the note
payable, related party principal balance was $221,990, with accrued interest of $33,299. As of December 31, 2022, the convertible
note payable, related party principal balance was $221,990, with accrued interest of $22,198.

 Accrued
salary and interest

 On
October 1, 2023, the Company and Mr. Day entered into a settlement and general release agreement. Per the agreement, Mr. Day agreed to
settle all accrued salary and interest for service provided prior to the September 1, 2022. As a result, the Company recorded the settlement
of $351,459 as a contribution to capital.

 Director
Independence

 We
are not currently a "listed company" under SEC rules and are therefore not required to have a Board comprised of a majority
of independent directors or separate committees comprised of independent directors. We currently have two independent directors as the
term "independent" is defined by the rules of the Nasdaq Stock Market.

 Item
 14.

 Principal Accountant Fees and Services.

 The
following table sets forth fees billed to us for principal accountant fees and services for years ended December 31, 2023 and 2022.

 Year Ended December 31, 2023

 Year Ended December 31, 2022

 Audit Fees

 $
 46,500

 $
 17,500

 Total Audit and Audit-Related Fees

 $
 -

 $
 -

 PART
IV

 Item 15.

 Exhibits and Financial Statement Schedules.

 (a)
Exhibits

 The
following exhibits are filed with this Report on Form 10-K:

 Incorporated
 by Reference

 Filed
 or

 Furnished

 Exhibit
 No.

 Exhibit
 Description

 Form

 Date
 Filed

 Number

 Herewith

 3.1

 Articles of Incorporation, as currently in effect

 Form

 9/19/2023

 3.1

 3.2

 Bylaws as currently in effect

 Form

 9/19/23

 3.2

 31.1

 Certification of CEO Pursuant to Exchange Act Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 X

 31.2

 Certification of CFO Pursuant to Exchange Act Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 X

 32.1

 Certification of CEO and CFO Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 XX

 101.INS

 X

 101.SCH

 X

 101.CAL

 X

 101.DEF

 X

 101.LAB

 X

 101.PRE

 X

 The

 X

 Item 16.

 Form 10-K Summary.

 None.

 SIGNATURES

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

 Signature

 Title

 Date

 /s/
 Saul Leal

 Chief
 Executive Officer

 April
 1, 2024

 Saul
 Leal

 (Principal
 Executive Officer)

 /s/
 Rowland Day

 President,
 Chief Financial Officer

 April
 1, 2024

 Day

 (Principal
 Accounting and Financial Officer)

 ADDITIONAL
SIGNATURES

 Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report on form 10-K has been signed below by the
following persons in the capacities indicated on February 28, 2024.