UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C.

 FORM
 10-K/A

 Amendment
No. 2 to Form 10-K

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

 For
the fiscal year ended December 31, 2024

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the transition period from ________ to ________

 Commission
File No. 001-41963

 VOCODIA
HOLDINGS CORP

 (Exact
name of registrant as specified in its charter)

 Wyoming

 86-3519415

 (State or other jurisdiction of
 incorporation or organization)

 (I.R.S. Employer
 Identification No.)

 7781 NW Beacon Square Blvd, Unit 102-V64 BOCA
 RATON, FLORIDA

 33487

 (Address of principal executive offices)

 (Zip Code)

 (561) 484-5234

 (Registrant's
telephone number, including area code)

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

 Title of each class

 Trading Symbol(s)

 Name of each exchange on which registered

 Common Stock, par value $0.001 per share

 VHAI

 OTC Markets, Inc.

 Series A Warrants

 VHAIW

 OTC Markets, Inc.

 Series B Warrants

 VHABW

 OTC Markets, Inc.

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 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.

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

 Large accelerated filer
 Accelerated filer
 Smaller reporting company

 Non-accelerated filer
 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 voting and non-voting common equity (the only such common equity being Common Stock, $0.001 par value per
share) held by non-affiliates of the registrant (computed by reference to the closing sale price of the Common Stock on June 28, 2024,
of $0.071) is $ 9,391,205.

 The number of shares outstanding of the registrant's
Common Stock, $0.001 par value (being the only class of its common stock), is 1,187,114,474 as of June 16, 2025.

 VOCODIA
HOLDINGS CORP

 TABLE
OF CONTENTS TO ANNUAL REPORT ON FORM 10-K

 For
the Fiscal Year Ended December 31, 2024

 Explanatory
 Note

 ii

 PART
 II

 ITEM
 7.

 MANAGEMENT'S
 DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 PART
 IV

 ITEM
 15.

 EXHIBITS
 AND FINANCIAL STATEMENT SCHEDULES

 ITEM
 16.

 FORM
 10-K SUMMARY

 SIGNATURES

 EXHIBIT

 TO FINANCIAL STATEMENTS

 In
this Annual Report on Form 10-K, unless otherwise stated or as the context otherwise requires, references to "Vocodia Holdings
Corp," "Vocodia," the "Company," "we," "us," "our" and similar references
refer to Vocodia Holdings Corp, a Wyoming corporation. Our logo and other trademarks or service marks of the Company appearing in this
Annual Report on Form 10-K are the property of Vocodia Holdings Corp.

 i

 Explanatory
Note

Holdings Corp (the "Company," "we," "us," "our" and other similar terms) is filing this
Amendment No. 2 (this "Amendment") to its Annual Report on Form 10-K for the year ended December 31, 2024, as filed with
the Securities and Exchange Commission (the "SEC") on April 31, 2025 and amended on May 1, 2025 (the "Amended Form
10-K"), to restate its financial statements, including the notes thereto, for the year ended December 31, 2024 contained in the
Amended Form 10-K, and to update the Report of Independent Registered Public Accounting Firm prepared by Pipara & Company LLP ("Pipara")
included in the Amended Form 10-K, and to make certain other changes as described herein. This Amendment is being filed due to the discovery
of a misclassified transaction which occurred in the 4 th Quarter of 2024, including application of proceeds from a convertible
note payable as a reduction in accounts receivable, resulting in an understatement of Accounts Receivable and an understatement of Convertible
Notes Payable, Accrued Interest Payable, Interest Expense and Debt Discount.

 The
following items have been amended to reflect the above-referenced amendments:

 Part
 II, Item 7. Management's Discussion and Analysis of Financial Condition and Results
 of Operations;

 Part
 IV, Item 15. Exhibits and Financial Statement Schedules.

 The
Company's Principal Executive Officer and Principal Financial Officer have provided new certifications dated as of the date of
this filing in connection with this Amendment (Exhibits 31.1, 31.2, 32.1 and 32.2).

 The
restated and re-audited financial statements update and revise items in our financial statements and footnotes to the financial statements,
including adjusting certain errors, omissions or changes in accounting policies, including (i) reclassifying proceeds received as Convertible
Note payable from Accounts Receivable; and (ii) correcting the accounting for debt and equity issuance costs.

 Except
as described above, no other portion of the Amended Form 10-K is being amended and this Amendment does not reflect any events occurring
after the filing of the Form 10-K.

 The
net effect of the adjustments on the consolidated statements of operations was to increase net loss by $71,992 and $0 and loss per share,
basic and diluted, by $0 and $0 for the years ended December 31, 2024 and 2023, respectively, as set forth below.

 Year ended

 Other Income (Expense)

 $
 115,296

 $
 (55,509
)

 $
 59,787

 Interest expense

 (433,153
)

 (16,483
)

 (449,636
)

 Total Other Income (Expense)

 (4,126,710
)

)

 (4,198,702
)

 Loss Before
 Taxes

 (10,027,091
)

)

 (10,099,083
)

 $
 (10,027,091
)

 $
)

 $
 (10,099,083
)

 Basic and
 diluted loss per common share

 $
 (0.02
)

 $
 (0.00
)

 $
 (0.02
)

 average number of common shares outstanding - basic and diluted

 634,640,861

 (83,302,665
)

 551,338,196

 ii

 The
decrease to stockholder's equity from the adjustments as of December 31, 2024 and 2023 is $71,820 and $0, respectively, as set
forth below (in thousands, except percentages).

 ASSETS

 Current Assets

 Accounts receivable,
 net

 $
 -

 $

 $

 Other current assets

 78,357

 Total Current
 Assets

 $
 78,357

 $

 $

 LIABILITIES AND SHAREHOLDERS'
 DEFICIT

 Current Liabilities

 $
 1,944,057

 $
 1,150

 $
 1,945,207

 Convertible notes payable, net

 142,538

 15,333

 Derivative liability

 -

 Total Current Liabilities

 2,241,525

 121,820

 Shareholders' Equity (Deficit)

 Additional paid-in capital

 98,361,297

 98,361,469

 Accumulated deficit

 (100,535,261
)

)

 (100,607,253
)

 Total shareholders'
 deficit

 $
 (2,143,543
)

 $
 (71,820
)

 $
 (2,215,363
)

 The
decrease to Cash used in operating activities from the adjustments as of December 31, 2024 and 2023 is $(50,000) and $0, respectively,
and the change to cash provided by financing activities from the adjustments as of December 31, 2024 and 2023 is $50,000 and $0, respectively,
as set forth below (in thousands, except percentages).

 Year ended

 Operating activities:

 $
 (10,027,091
)

 $
)

 $
 (10,099,083
)

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

 Amortization of debt issuance costs

 173,620

 15,333

 188,953

 Convertible note default penalty

 -

 (115,296
)

 55,509

 (59,787
)

 Changes in operating assets and liabilities:

 Accounts receivable

 -

 (50,000
)

 (50,000
)

 Accounts payable and accrued
 expenses

 597,647

 1,150

 598,797

 Cash used
 in operating activities

 (5,369,561
)

 (50,000
)

 (5,419,561
)

 Financing activities:

 Proceeds from convertible
 notes payable

 134,000

 184,000

 Cash provided
 by financing activities

 5,371,973

 5,421,973

 Non-Cash Financing Activities:

 Initial derivative liabilities
 recognized as a debt discount

 $
 -

 $

 $

 Warrants issued in conjunction
 with convertible debt

 $
 -

 $

 $

 iii

 PART
II

 ITEM
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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

 Overview

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

 Business
Summary

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

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

 An
illustration of our organizational structure is provided below:

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

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

 Results
of Operations

 Comparison
of the Years Ended December 31, 2024 and 2023

 The
following table provides certain selected financial information for the periods presented:

 Year Ended

 Year Ended

 2024

 2023

 Change

 %

 Revenues

 $
 50,078

 $
 256,385

 $
 (206,307
)

 -80
 %

 Cost of revenue

 105,954

 220,777

 (114,823
)

 -52
 %

 Gross profit (loss)

 (55,876
)

 35,608

 (91,484
)

 -257
 %

 Operating costs and expenses:

 Operating expense

 5,844,505

 5,791,209

 88,904

 %

 Other income (expenses)

 (4,198,702
)

 (2,955,602
)

 (1,243,100
)

 %

 Net loss

 $
 (10,009,083
)

 $
 (8,711,203
)

 $
 (1,423,488
)

 %

 Revenue

 The
decrease in revenue of 100%, for the year ended December 31, 2024 to $50,078 as compared to $256,385 for the year ended December 31,
2023 was driven by a decrease in customers purchasing our DISA's. Beginning in January 2024, we suspended sales of our DISA product
in order to update its functionality so it could scale to the needs of our customers. As a result, we only earned $50,078 in revenue
from integration, lead generation, and setup fees. We anticipate launching our improved DISA product in the third quarter of 2025. For
the year ended December 31, 2023, we had 1 paying client who subscribed to 10 DISAs at a selling price of $795 per DISA for one month
and another paying client who subscribed to 10 DISAs at a selling price of $800 per DISA for one month for total revenue of $15,950 for
the period. Additionally, we earned $240,435 in integration, lead generation, and setup fees, resulting in total revenue of $256,385.

 Cost
of Revenue

 Cost
of revenue decreased to $105,954for the year ended December 31, 2024 from $ 220,777 for the year ended December 31, 2023, due to the
reduction in service revenue described above.

 Gross
Profit (Loss)

 The
decrease in our gross profit of $141,484 to a gross loss of $(55,876) for the year ended December 31, 2024 from a gross profit of $35,608
for the year ended December 31, 2023 is primarily attributable to a the suspension of our services as described above increased
by the costs of keeping our servers online.

 Operating
Expenses

 Year Ended

 Year Ended

 2024

 2023

 Change

 %

 Operating Expenses

 General and administrative expenses

 $
 3,344,858

 $
 1,861,811

 1,483,047

 %

 Salaries and wages

 1,146,090

 2,546,023

 (1,399,933
)

 -55
 %

 Research and development

 1,353,557

 1,383,375

 (29,818
)

 -2
 %

 Total Operating Expenses

 $
 5,844,505

 $
 5,791,209

 53,296

 %

 Operating
expense increased by $53,296 or 1% to $ 5,844,505 during the year ended December 31, 2024 from $5,791,209 during the year ended December
31, 2023. The increase is primarily due to a increase in our general and administrative expenses, offset by a reduction in salaries and
wages.

 General
and Administrative Expenses increased by $1,483,047or 80% to $3,344,858 during the year ended December 31, 2024 from $1,861,811 during
the year ended December 31, 2023. The increase is primarily due to increases in fees paid for legal costs, accounting fees, investor
relations and other costs inherent in operating a public company. Salaries and wages decreased by $1,399,933 or 55% to $1,146,090 from
$2,546,023 during the years ended December 31, 2024 and 2023, respectively. During the year ended December 31, 2024, salaries and wages
decreased primarily due to a reduction in staffing as we scaled back our operations.

and development decreased by $29,818 or 2% to $1,353,557 from $1,383,375, for the years ended December 31, 2024 and 2023, respectively,
which was primarily due to a reduction in our outsourced research and development team.

 Total
other income (expense)

the year ended December 31, 2024, we had other expense of $4,198,702, which consisted of other income of $16,083 and an increase in fair
value of derivative liabilities of $59,787, offset by a loss on settlement of debt of $3,824,936 and interest expense of $449,636.

 Liquidity
and Capital Resources

 The
following table provides selected financial data about us as of December 31, 2024 and December 31, 2023

 2024

 2023

 Change

 %

 Current assets

 $

 $

 $
 115,587

 %

 Current liabilities

 $

 $
 7,894,129

 $
 (5,530,784
)

 -70
 %

 Working capital deficiency

 $
 (2,234,988
)

 $
 (7,881,359
)

 $
 5,596,371

 -72
 %

 Current
assets increase by $115,587, or 904%, to $78,357 as of December 31, 2024 from $12,770 as of December 31, 2023. The increase is primarily
attributable to an increase in accounts receivables and prepaid expenses.

 Current
liabilities decreased by $5,530,784, or 70%, to $2,363,345 as of December 31, 2024 from $7,894,129 as of December 31, 2023. The decrease
was primarily attributable to the decrease in accounts payable of $113,326, conversion of $3,530,695 in convertible notes, a decrease
in derivative liability of $1,817,542, and the derecognition of the current portion of operating lease liability of 106,833, offset by
a increase in related party payables of $22,612 and a note payable of $15,000.

 Liquidity
is the ability of a company to generate funds to support asset growth, satisfy disbursement needs, maintain reserve requirements and
otherwise operate on an ongoing basis. We have insufficient cash flows generated from operations, so we are currently dependent on debt
financing and sale of equity to fund operations.

 We
had an accumulated deficit of $100,607,253 and negative working capital of $2,234,988 as of December 31, 2024. As of December 31, 2024,
we had $281 of cash.

 Cash
Flow

 Years Ended

 2024

 2023

 Change

 Cash used in operating activities

 $
 (5,419,561
)

 $
 (2,696,328
)

 $
 (2,652,216
)

 Cash used in investing activities

 $
 (2,131
)

 $
 -

 $
 (2,131
)

 Cash provided by financing activities

 $
 5,421,973

 $
 1,998,702

 $
 3,352,254

 Cash on hand

 $

 $
 -

 $

 Cash
Flow from Operating Activities

 Year
ended December 31, 2024 and 2023

 For
the years ended December 31, 2024 and 2023, we did not generate positive cash flows from operating activities. For the year ended December
31, 2024, net cash flows used in operating activities was $5,419,561 compared to $2,696,328 during the period ended December 31, 2023.

 Cash
flows used in operating activities for the year ended December 31, 2024 was comprised of a net loss of $10,149,083, which was reduced
by non-cash expenses of $4,198,781 for depreciation, amortization of debt issuance costs, stock-based compensation, depreciation, convertible
notes default penalties, and loss on settlement of debt offset by a write-off of accounts payable and change in fair value of derivative
liabilities, and net change in working capital of $530,741.

 For
the year ended December 31, 2023 net cash flows used in operating activities was $2,696,328. During the period ended December 31, 2023,
we had a net loss of $8,711,203, which was reduced by non-cash expenses of $4,299,730 for stock-based compensation, depreciation and
amortization, convertible notes default penalties, and change in fair value of derivative liabilities, and net change in working capital
of $1,715,145.

 Cash
Flows from Investing Activities

the years ended December 31, 2024 and 2023, we purchased property and equipment in the amount of $2,131 and $0, respectively.

 Cash
Flows from Financing Activities

the year ended December 31, 2024, net cash provided by financing activities of $5,421,973 included proceeds of $5,372,787 from the sale
of common stock units, $82,120 in proceeds from the exercise of warrants, $605,000 from the sale of Series B Preferred stock, proceeds
of $184,000 from the issuance of convertible notes and advances from related parties of $83,209 and proceeds from notes payable of $70,000
and was offset by deferred offering costs of $24,375, and repayment of related party payable of $92,784,the repayment of notes payable
of $55,000 and the repayment of convertible notes payable of $802,984. During the year ended December 31, 2023, net cash provided by
financing activities of $1,998,072 included proceeds from the sale of Series B Preferred stock of $1,305,000, related party advances
of $7,678 and proceeds from notes payable of 800,000 offset by deferred offering costs of $58,976, payments of debt issuance costs of
$50,000 and repayments to related parties of $5,000.

 Off-Balance
Sheet Arrangements

 At
December 31, 2024, we did not have any off balance sheet arrangements that we believe have or are reasonably likely to have a current
or future effect on our financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital
expenditures or capital resources that are material to investors.

 Going
Concern

 Management
has concluded that there is a substantial doubt about the Company's ability to continue as a going concern. Our independent auditors
concurred with our management's assessment that raises substantial doubt as to our ability to continue as a going concern. If the
Company is unable to generate sufficient profits or raise additional debt or equity capital in amounts needed to fund its operations,
it could have a negative impact on the Company's business plans and ability to conduct its operations.

 Internal
Control Over Financial Reporting

 We
are not currently required to comply with the SEC's rules implementing Section 404 of the Sarbanes-Oxley Act, and are therefore
not required to make a formal assessment of the effectiveness of our internal control over financial reporting for that purpose. Upon
becoming a public company, we will be required to comply with the SEC's rules implementing Section 302 of the Sarbanes-Oxley Act,
which will require our management to certify financial and other information in our quarterly and annual reports and provide an annual
management report on the effectiveness of our internal control over financial reporting. We will be required to make our first assessment
of our internal control over financial reporting and to comply with the management certification requirements of Section 404 in our annual
report on Form 10-K for the year following our first annual report that is filed with the SEC (subject to any change in applicable SEC
rules).

 Further,
our independent registered public accounting firm is not yet required to formally attest to the effectiveness of our internal controls
over financial reporting and will not be required to do so for as long as we are an "emerging growth company" pursuant to
the provisions of the JOBS Act. See " Summary-Implications of Being an Emerging Growth Company and Smaller Reporting Company."

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

 Summary
of Accounting Policies

 Critical
Accounting Policies

 Our
consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States ("U.S.
GAAP"), which require management to make estimates, judgments and assumptions that affect the amounts reported in our consolidated
financial statements and accompanying notes. We believe our most critical accounting policies and estimates relate to the following:

 Share-based
 compensation

 Fair
 Value of Derivative Financial Instruments

 Initial
 Measurement of Warrant

 While
our estimates and assumptions are based on our knowledge of current events and on actions we may undertake in the future, actual results
may ultimately differ from these estimates and assumptions. For a discussion of the Company's significant accounting policies,
refer to Note 2 of Notes to Consolidated Financial Statements.

 Share-Based
Compensation

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

 The
Company valued common stock compensation expense to employees based on a weighted average price of shares issued to unrelated parties
for proceeds. The Company previously issued common stock units in exchange for cash. A common stock unit comprised of one share
of common stock and one common stock warrant. The Company estimated the fair value of common stock for common stock units based
on a Level 3 fair value measurement using unobservable input and used the Black-Scholes valuation model to back solve for the fair value
allocated to the common stock and the common stock warrant.

 Fair
Value of Financial Instruments

 Derivative
Financial Instruments

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

 The
Black-Scholes model, which requires six basic data inputs: the exercise or strike price, time to expiration, the risk-free interest rate,
the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could
produce a significantly higher or lower fair value measurement. The current stock price is based on historical issuances. Expected volatility
is based on the historical stock price volatility of comparable companies' common stock, as our stock does not have sufficient
historical trading activity. Risk free interest rates were obtained from U.S. Treasury rates for the applicable periods.

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

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

 The
following are the Company's significant accounting policies:

 Principles
of Consolidation

 The
consolidated financial statements include the accounts of Vocodia and CFM which are consolidated as they are under common management
with certain stockholders of Vocodia. All intercompany balances and transactions have been eliminated in consolidation.

acquired 100% ownership in CFM effective on August 1, 2022. Vocodia paid $10.00 in exchange for all of the outstanding capital stock
of CFM.

 While
Mr. Sposato owned 100% of CFM, Vocodia's founder and Chief Executive Officer has been a co-manager of CFM from 2019 to 2022, where
he was responsible for sales, marketing and strategy. The transaction between CFM and Vocodia was accounted for according to ASC 810-10-20,
which allows financial statements of a consolidated group to be presented as those of a single entity if they are commonly controlled
or commonly managed. As such, the financial statements are presented as consolidated because both entities were commonly managed.

 Use
of Estimates

 The
preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates
and judgments will also affect the reported amounts for certain expenses during the reporting period. Actual results could differ from
these good faith estimates and judgments Significant estimates are contained in the accompanying financial statements for the valuation
of derivatives, the valuation allowance on deferred tax assets, share-based compensation, useful lives for depreciation and amortization
of long-lived assets, and the incremental borrowing rate used on right-of-use asset.

 Cash
and Cash Equivalents

 Cash
and cash equivalents include cash in bank accounts and money market funds with maturities of less than three months from inception, which
are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss
in value. At December 31, 2024 and December 31, 2023, the Company did not have any cash equivalents.

 Periodically,
the Company may carry cash balances at financial institutions in excess of the federally insured limit of $250,000 per institution. The
amount in excess of the FDIC insurance as of December 31, 2024 and 2023 December 31, 2024 and 2024 was approximately $0 and $0, respectively.
The Company has not experienced losses on these accounts and management believes, based upon the quality of the financial institutions,
that the credit risk with regard to these deposits is not significant.

 Property
and Equipment

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

 Furniture and fixtures

 years

 Computer equipment

 years

 Revenue
Recognition

 In
May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (ASU) 2014-09, Revenue from
Contracts with Customers (Topic 606) ("ASC 606"), which requires the Company to recognize revenue in an amount that reflects
the consideration to which it expects to be entitled in exchange for the transfer of promised goods or services to customers. ASC 606,
as amended, defines a five-step process to achieve this core principle: (1) identify the contract with the customer; (2) identify the
performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations
in the contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation.

 The
Company's revenues are derived from three sources: (1) implementation fees, (2) offering its software as a service on a recurring
monthly basis, and (3) generation and verification of leads. Implementation fees are charged for setting up or calibrating its software
so that the AI can be used by the customer for its particular use case, and are usually a one-time cost. The Company's contracts
with customers are structured with stated prices per service performed, which are not subject to uncertainty or probability of significant
reversal; thus do not represent variable consideration. The recurring monthly fees are charged for the ongoing use of the AI to continue
to call/prospect for the Company's customers, and are charged on a monthly recurring basis. The Company award discounts to its
customers on a discretionary basis. Contract liabilities, amounting to $15,950 and $15,950 for the years ended December 31, 2024 and
2023, respectively, pertain to customer deposits for future services, which are expected to be performed and earned during the years
ended.

and Development and Software Development Costs

and development costs are expensed as incurred. In accordance with Financial Accounting Standards Board ("FASB") ASC 350-40,
Internal Use Software, the Company capitalizes certain internal use software development costs associated with creating and enhancing
internally developed software related to its platforms. Software development activities generally consist of three stages (i) the research
and planning stage, (ii) the application and development stage, and (iii) the post-implementation stage. Costs incurred in the planning
and postimplementation stages of software development, or other maintenance and development expenses that do not meet the qualification
for capitalization are expensed as incurred. Costs incurred in the application and infrastructure development stage, including significant
enhancements and upgrades, are capitalized. These costs include personnel expenses for employees or consultants who are directly associated
with and who devote time to software projects, and external direct costs of materials obtained in developing the software. These software
developments and acquired technology costs will be amortized on a straight-line basis over the estimated useful life upon the "go-live"
date. The Company did not capitalize any of its costs associated with the development of its software as technological feasibility was
established within a short time frame from the software's general availability.

 Fair
Value of Financial Instruments

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

 Level
 1: Observable inputs such as unadjusted quoted prices in active markets for identical instruments.

 Level
 2: Quoted prices for similar instruments that are directly or indirectly observable in the marketplace.

 Level
 3: Significant unobservable inputs which are supported by little or no market activity and that are financial instruments whose values
 are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which
 the determination of fair value requires a significant judgment or estimation.

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

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

 Set
out below are the Company's financial instruments that are required to be remeasured at fair value on a recurring basis and their
fair value hierarchy as of December 31, 2024 and 2023:

 Level 1

 Level 2

 Level 3

 Carrying
 Value

 Liabilities

 Derivative Liability - Warrants

 $
 -

 $
 -

 $
 -

 $
 -

 Derivative Liability – Conversion feature

 -

 -

 -

 Total Liabilities

 $
 -

 $
 -

 $

 $
 -

 December 31, 2023

 Level 1

 Level 2

 Level 3

 Carrying
 Value

 Liabilities

 Derivative Liability - Warrants

 $
 -

 $
 -

 $
 1,698,135

 $
 1,698,135

 Derivative Liability – Conversion feature

 -

 -

 224,744

 224,744

 Total Liabilities

 $
 -

 $
 -

 $

 $

 Long-Lived
Assets

 The
Company reviews its long-lived assets for possible impairment at least annually, and more frequently if circumstances warrant. Impairment
is determined to exist when estimated amounts recoverable through future cash flows from operations on an undiscounted basis, are less
than long-lived assets carrying value. If a long-lived asset is determined to be impaired, it is written down to its estimated fair value
to the extent that the carrying amount exceeds the fair value of the long-lived asset. The Company did not recognize any impairment losses
on long-lived assets during the years ended December 31, 2024 and 2023.

 Deferred
Offering Costs

 Pursuant
to ASC 340-10-S99-1, costs directly attributable to an offering of equity securities are deferred and would be charged against the gross
proceeds of the offering as a reduction of additional paid-in capital. Deferred offering costs consist of underwriting, legal, accounting,
and other expenses incurred through the balance sheet date that are directly related to the proposed public offering. Should the proposed
public offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be expensed.

 As
at December 31, 2024 and 2023, deferred offering costs consisted of the following:

 2024

 2023

 General and administrative expenses

 $
 -

 $
 153,976

 Share-based equity compensation

 -

 3,931,750

 $
 -

 $
 4,085,726

 Advertising

 The Company expenses advertising costs as they are incurred. Advertising
expenses for the years ended December 31, 2024 and 2023 were $398,753 and $78,097, respectively.

 Share-Based
Compensation

 The
Company accounts for employee and non-employee stock awards under ASC 718, Compensation - Stock Compensation, whereby equity instruments
issued to employees for services are recorded based on the fair value of the instrument issued and those issued to nonemployees are recorded
based on the fair value of the consideration received or the fair value of the equity instrument, whichever is more reliably measurable.
Equity grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an
award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination
of service. Further information regarding share-based compensation can be found in Notes 7 and 8.

 Income
Taxes

 The
Company accounts for income tax under the provisions of ASC 740, Income Taxes. The Company records a liability for uncertain tax positions
when it is probable that a loss has been incurred and the amount can be reasonably estimated. At December 31, 2024 and 2023, the Company
had no liabilities for uncertain tax positions. The Company continually evaluates expiring statutes of limitations, audits, proposed
settlements, changes in tax law and new authoritative rulings. The Company's tax years subject to examination by tax authorities
generally remain open for three (3) years from the date of filing.

 Income
taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective
tax basis and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect
on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

 Deferred
tax assets are required to be reduced by a valuation allowance to the extent that, based on the weight of available evidence, it is more
likely than not that the deferred tax assets will not be realized.

 Leases

 We
determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use ("ROU")
assets, operating lease liabilities - current, and operating lease liabilities - noncurrent on the balance sheets. Finance leases are
included in property and equipment, other current liabilities, and other long-term liabilities in our balance sheets. The Company did
not utilize any financing that required recognition of finance leases during the years ended December 31, 2024 and 2023.

 ROU
assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease
payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present
value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we generally use our incremental
borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement
date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include
options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments
is recognized on a straight-line basis over the lease term.

 Leases
with a lease term of 12 months or less at inception are not recorded on our balance sheet and are expensed on a straight-line basis over
the lease term in our statement of operations. We have elected not to separate lease and non-lease components for any class of underlying
asset.

 The
Company determines the present value of minimum future lease payments for operating leases by estimating a rate of interest that it would
have to pay to borrow on a collateralized basis over a similar term, an amount equal to the lease payments and a similar economic environment
(the "incremental borrowing rate" or "IBR").

 The
Company determines the appropriate IBR by identifying a reference rate and making adjustments that take into consideration financing
options and certain lease-specific circumstances. For the reference rate, the Company used the seven-year mortgage interest rate.

Notes

 The
Company bifurcates conversion options from their host instruments and accounts for them as free standing derivative financial instruments
if certain criteria are met. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative
instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument
that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable
generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument
with the same terms as the embedded derivative instrument would be considered a derivative instrument.

 Derivative
Financial Instruments

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

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

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

 Net
Income (Loss) Per Share of Common Stock

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

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

 For
the years ended December 31, 2024 and 2023, the following common stock equivalents were excluded from the computation of diluted net
loss per share as the result of the computation was anti-dilutive.

 2024

 2023

 622,053

 461,500

 Convertible notes payable

 22,644,788

 1,507,531

 Total common stock equivalents

 24,266,841

 1,969,031

 Segments

 The
Company operates as a single operating segment, being a provider of conversational artificial intelligence technology. The
Company's chief operating decision maker, its Chief Executive Officer, reviews financial information on an aggregate basis for
the purposes of allocating resources and evaluating financial performance. The Company's primary operations are in the United States
and it has derived substantially all of its revenue from sales to customers in this jurisdiction.

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

 Recently
Adopted Accounting Pronouncements

 In
June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial
Instruments ("ASC 326"). The guidance replaces the incurred loss methodology with an expected loss methodology that is referred
to as the current expected credit loss ("CECL") methodology. The measurement of expected credit losses under the CECL methodology
is applicable to financial assets measured at amortized cost, including loan receivables and held-to-maturity debt securities. It also
applies to off-balance sheet credit exposures not accounted for as insurance (loan commitments, standby letters of credits, financial
guarantees, and other similar instruments) and net investments in leases recognized by a lessor in accordance with Topic 842 on leases.
ASC 326 requires enhanced disclosures related to the significant estimates and judgments used in estimating credit losses as well as
the credit quality and underwriting standards of a company's portfolio. In addition, ASC 326 made changes to the accounting for
available-for-sale debt securities. One such change is to require credit losses to be presented as an allowance rather than as a write-down
on available-for-sale debt securities the Company does not intend to sell or believes that it is more likely than not they will be required
to sell. The ASU can be adopted no later than January 1, 2020 for SEC filers and January 1, 2023 for private companies and smaller reporting
companies. The Company has not yet adopted this ASU as it qualifies as a smaller reporting company. The adoption of this ASU, on January
1, 2023, did not have a material impact on its consolidated financial statements.

 In
November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2023-07, Segment
Reporting Topic 280, "Segment Reporting-Improvements to Reportable Segment Disclosures" which allows disclosure of one or
more measures of segment profit or loss used by the chief operating decision maker to allocate resources and assess performance. Additionally,
the standard requires enhanced disclosures of significant segment expenses and other segment items, as well as incremental qualitative
disclosures on both an annual and interim basis. This guidance is effective for annual reporting periods beginning after December 15,
2023, and interim reporting periods after December 15, 2024. Early adoption is permitted, and retrospective application is required for
all periods presented. The Company is currently evaluating the impact of adopting this guidance on its Consolidated Financial Statements
and disclosures included within Notes to Condensed Consolidated Financial Statements. The adoption of this ASU, on January
1, 2023, did not have a material impact on its consolidated financial statements.

 There
have been no other recent accounting pronouncements, changes in accounting pronouncements or recently adopted accounting guidance during
the year ended December 31, 2024 that are of significance or potential significance to the Company.

 Commitments
and Contingencies

 Commercial
Matters

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

 Issuance
of Convertible Notes

the years ended December 31, 2023 and 2022, the Company issued $3,368,236 in original issue discount senior secured convertible
notes (together, the "Convertible Notes"). The Convertible Notes bear interest at an annualized rate of 15%, with no
interest for the first nine months. The Convertible Notes mature nine (9) months after the original issue date of the Convertible Notes,
whereupon all outstanding principal and accrued interest is due to the holders of the Convertible Notes.

 The
Convertible Notes include a conversion feature, whereupon a successful Initial Public Offering ("IPO") (the "Liquidity
Event"), the Convertible Notes may be payable to the holders by the Company delivering to the holders shares of common stock equal
to the payment amount due at the date of the Liquidity Event divided by the conversion price. As defined in the agreement, the conversion
price is the product of the offering price per share of common stock paid in a Liquidity Event and a 35% discount.

 In
connection with the issuance of the Convertible Notes, the Company issued common stock purchase warrants to the holders of the Convertible
Notes (the "Warrants"). The Warrants give the holders the right, but not the obligation, to purchase shares of the Company
obtained by dividing 50% of the original principal amount of the Convertible Notes by the offering price per share of common stock
paid in a Liquidity Event. The exercise price of the Warrants is equal to the product of the conversion price of the Convertible Notes
and 120%. The Warrants expire five (5) years from the consummation of the first Liquidity Event.

 The
conversion feature and Warrants have been accounted for as a derivative liability, in accordance with ASC 815 (see Note 7).

January 2024, the Company modified outstanding 2022 Original Issue Discount Convertible Notes with original principal and accrued interest,
by agreeing to certain penalties, to extend the maturity dates until February 28, 2024. The Company determined the modifications
to be debt extinguishment. As a result of the debt extinguishment, the Company recognized a loss on settlement of debt of $1,387,314.

February 2024, the Company modified certain 2023 Original Issue Discount Convertible Notes with original principal and accrued interest,
to extend the maturity dates until February 28, 2024. The Company determined these to be a modification.

 In
February 2024, on completion of the IPO, all outstanding 2023 and 2022 Original Issue Discount Convertible Notes with original principal
and accrued interest have been settled. In connection with settlements, the Company paid $894,072 and issued 1,801,880 shares
of common stock, value at $7,657,990, to holders of such notes, as a result the Company recognized a loss on settlement of debt of $2,662,842.
In addition, the Company issued 495,076 warrants, which immediately upon issuance at IPO were modified to Series C warrants
and were classified as equity. The Company recognized a gain on settlement of derivative liability of $225,220, recognized as a settlement
of debt.

 Prior
to the modifications and settlements in January and February 2024, the Company recognized a gain on change in fair value of derivative
liability for the convertible debt of $145,895 and a loss on change of derivative liability for the warrants of $30,599.

 On September 18, 2024, the Company entered
into a Convertible Note with a principal amount of $105,300 including $15,300 debt discount at a 22% interest rate per
annum. Additionally, the Company incurred legal fee reimbursement and due diligence fee amounting to $2,500 and $3,500 recognized
as financing cost, respectively.

 On November 13,2024, the Company entered into
a Convertible Note with principal amount of $57,500 including $7,500 debt discount at a 15% interest per annum and issuance 28,750 warrants,

 On December 20, 2024, the Company entered into a Convertible Note
with a principal amount of $60,000 including $10,000 debt discount at a 20% interest rate compounded monthly.

notes payable, net consisted of the following:

 Maturities

 Stated

 (calendar

 Interest

 Interest

 year)

 Rate

 Rate

 2024

 2023

 August 2022 issuances

 2023

 %

 %

 $
 -

 $
 614,118

 September 2022 issuances

 2023

 %

 %

 -

 1,598,824

 November 2022 issuances

 2023

 %

 %

 -

 423,529

 December 2022 issuances

 2023

 %

 %

 -

 276,000

 April 2023 issuances

 2024

 %

 %

 -

 588,235

 May 2023 issuances

 2024

 %

 %

 -

 58,824

 June 2023 issuances

 2024

 %

 %

 -

 294,118

 September 2024 issuances

 2025

 %

 %

 105,300

 -

 November 2024 issuances

 2025

 %

 %

 57,500

 -

 December 2024 issuance

 2025

 %

 %

 60,000

 -

 Total face value

 222,800

 3,853,648

 Unamortized debt discount and issuance
 costs

 (64,929
)

 (165,082
)

 Total convertible notes

 3,688,566

 Current portion of convertible notes

 (157,871
)

 (3,688,566
)

 Long-term convertible notes

 $
 -

 $
 -

 During the years ended December 31, 2024 and 2023, the Company recorded
interest expense of $449,307 and $2,761,631, respectively, which included amortization of debt discount of $188,952 and $1,941,999,
respectively, default penalty of $146,054 and $485,412, respectively. As of December 31, 2024 and 2023, accrued interest was $11,283 and
$339,221, respectively.

 The
Series B Preferred Stock

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

the year ended December 31, 2023, the Company issued 1,305 shares of Series B Preferred Stock for $1,305,000.

the year ended December 31, 2024, the Company issued an aggregate of 605 shares of our Series B Preferred Stock to several
individuals for $605,000 and 1,910 shares of Series B Preferred Stock were converted into 691,404 shares of common stock
upon the closing of the IPO.

 As
of December 31, 2024 and 2023, 0 and 1,305 shares of Series B Preferred Stock were issued and outstanding, respectively.

 Date
of Management's Review

 Management
has evaluated events and transactions occurring subsequent to the date of the consolidated financial statements for matters requiring
recognition or disclosure in the consolidated financial statements. The accompanying consolidated financial statements consider events
through the dates the consolidated financial statements were available to be issued.

 PART
IV

 ITEM
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 (a)
Financial Statements and Financial Statement Schedules are set forth under Part II, Item 8 of this report.

 (b)
Exhibits

 See
the Exhibit Index immediately preceding the signature page of this Annual Report.

 ITEM
16. FORM 10-K SUMMARY

 None.

 EXHIBIT

 Exhibit
 No.

 Description

 Previously
 Filed and Incorporated by Reference Herein

 3.1

 Articles
 of Incorporation

 Filed as Exhibit 3.1 to

 3.1.1

 Amendment
 to the Articles of Incorporation, dated October 21, 2022

 Filed as Exhibit 3.1.1
 to Form S-1/A filed on February 13, 2024

 3.2

 Certificate
 of Amendment to the Articles of Incorporation, dated January 27, 2023

 Filed as Exhibit 3.2 to

 3.3

 Bylaws

 Filed as Exhibit 3.3 to

 3.4

 Articles
 of Amendment to Certificate of Incorporation, dated August 29, 2022

 Filed as Exhibit 3.4 to

 3.5

 Articles
 of Amendment to Certificate of Incorporation, dated August 6, 2021

 Filed as Exhibit 3.5 to

 4.1

 Q3
 2021 Vocodia Subscription Purchase Agreement, $5,000,000

 Filed as Exhibit 4.2 to

 4.2

 Q2
 2021 Vocodia Subscription Purchase Agreement, $1,150,000

 Filed as Exhibit 4.3 to

 4.3

 CFM
 Contribution Agreement

 Filed as Exhibit 4.4 to

 4.4

 Q4
 2022 Emmis Securities Purchase Agreement

 Filed as Exhibit 4.5 to

 4.5

 Q4
 2022 Emmis 15% Original Issue Discount Senior Secured Convertible Note

 Filed as Exhibit 4.6 to

 4.6

 Q4
 2022 Emmis Registration Rights Agreement

 Filed as Exhibit 4.7 to

 4.7

 Form
 of Restricted Stock Units Agreement

 Filed as Exhibit 4.8 to

 4.8

 B Preferred Stock Purchase Agreement

 Filed as Exhibit 4.9 to

 4.8

 Warrant
 issued to Exchange Listing, LLC

 Filed as Exhibit 4.10 to

 4.9

 Q1
 2023 Cavalry Investment Fund LP Securities Purchase Agreement

 Filed as Exhibit 4.11 to

 4.10

 Q1
 2023 Cavalry Investment Fund LP Original Issue Discount Senior Secured Convertible Note

 Filed as Exhibit 4.12 to

 4.11

 Q1
 2023 Cavalry Investment Fund LP Registration Rights Agreement

 Filed as Exhibit 4.13 to

 4.12

 Q1
 2023 Cavalry Investment Fund LP Form of Warrant

 Filed as Exhibit 4.14 to

 4.13

 Q1
 2023 Evergreen Securities Purchase Agreement

 Filed as Exhibit 4.15 to

 4.14

 Q1
 2023 Evergreen Original Issue Discount Senior Secured Convertible Note

 Filed as Exhibit 4.16 to

 4.15

 Q1
 2023 Evergreen Securities Registration Rights Agreement

 Filed as Exhibit 4.17 to

 4.16

 Q1
 2023 Evergreen Securities Form of Warrant

 Filed as Exhibit 4.18 to

 10.1

 Bill
 of Sale and Assignment

 Filed as Exhibit 10.1 to

 10.2

 Commercial
 Lease

 Filed as Exhibit 10.2 to

 10.3

 Executive
 Employment Agreement for Mark Terrill, COO of Vocodia Holdings Corp

 Filed as Exhibit 10.3 to
 Form S-1 filed on January 31, 2023

 10.4

 Form
 of Independent Director Compensation Agreement for Lourdes Felix

 Filed as Exhibit 10.4 to

 Exhibit
 No.

 Description

 Previously
 Filed and Incorporated by Reference Herein

 10.5

 Form
 of Independent Director Compensation Agreement for Randall Miles

 Filed
 as Exhibit 10.5 to Form S-1/A filed on February 13, 2024

 10.6

 Form
 of Independent Director Compensation Agreement for Ned L. Siegel

 Filed
 as Exhibit 10.6 to Form S-1/A filed on February 13, 2024

 10.7

 Capital
 Market Advisory Agreement by and between Vocodia Holdings Corp and Exchange Listing, LLC dated March 21, 2022

 Filed
 as Exhibit 10.7 to Form S-1/A filed on February 13, 2024

 10.8

 Executive
 Employment Agreement for Brian Podolak, CEO of Vocodia Holdings Corp

 Filed
 as Exhibit 10.8 to Form S-1/A filed on February 13, 2024

 10.9

 Executive
 Employment Agreement for James Sposato, CTO of Vocodia Holdings Corp

 Filed
 as Exhibit 10.9 to Form S-1/A filed on February 13, 2024

 10.10

 Form
 of Extension Letter for the 2022 Convertible Notes and 2023 Convertible Notes

 Filed
 as Exhibit 10.10 to Form S-1/A filed on February 13, 2024

 10.11

 EverAsia
 Financial Advisory Services Agreement

 Filed
 as Exhibit 10.11 to Form S-1/A filed on February 13, 2024

 10.12

 Amendment
 to EverAsia Financial Advisory Services Agreement

 Filed
 as Exhibit 10.12 to Form S-1/A filed on February 13, 2024

 14.1

 Code
 of Ethics and Business Standards

 Filed
 as Exhibit 14.1 to Form S-1/A filed on February 13, 2024

 21.1

 List
 of Subsidiaries

 Filed
 as Exhibit 21.1 to Form S-1/A filed on February 13, 2024

 23.1

 Consent of independent registered public accounting firm

 31.1

 Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer

 *

 31.2

 Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer

 *

 32.1

 Section 1350 Certification of the Chief Executive Officer

 **

 32.2

 Section 1350 Certification of the Chief Financial Officer

 **

 99.1

 Audit
 Committee Charter

 Filed
 as Exhibit 99.6 to Form S-1/A filed on February 13, 2024

 99.2

 Compensation
 Committee Charter

 Filed
 as Exhibit 99.7 to Form S-1/A filed on February 13, 2024

 99.3

 Nominating
 and Corporate Governance Committee Charter

 Filed
 as Exhibit 99.8 to Form S-1/A filed on February 13, 2024

 99.4

 Clawback
 Policy

 Filed
 as Exhibit 99.9 to Form S-1/A filed on February 13, 2024

 99.5

 Whistleblower
 Policy

 Filed
 as Exhibit 99.10 to Form S-1/A filed on February 13, 2024

 Interactive
 Data Files

 ***

 101.INS

 ***

 101.SCH

 ***

 101.CAL

 ***

 101.DEF

 ***

 101.LAB

 ***

 101.PRE

 ***

 Cover

 *

 *

 Filed herewith.

 **

 Furnished herewith and
 not to be incorporated by reference into any filing of Vocodia Holdings Corp. under the Securities Act of 1933, as amended, or the
 Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K.

 ***

 Pursuant to Rule 406T of
 Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus
 for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the
 Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

 Management contract or
 compensatory plan.

 SIGNATURES

 Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized in the City of Boca Raton, State of Florida, on June 18, 2025.

 VOCODIA
 HOLDINGS CORP

 By:

 /s/
 Brian Podolak

 Name:

 Brian Podolak

 Title:

 Chief Executive Officer,

 Chief Financial Officer

 (Principal Executive Officer,

 Principal Accounting Officer)

 Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

 Signature

 Title

 Date

 /s/
 Brian Podolak

 Brian
 Podolak

 Chief
 Executive Officer and Director

 June 18, 2025

 /s/
 James Sposato

 James
 Sposato

 Chief
 Technology Officer and Director

 June 18, 2025

TO CONSOLIDATED FINANCIAL STATEMENTS

 Report
 of Independent Registered Public Accounting Firm [6841]

 Balance Sheets

 Statements of Operations

 Statements of Changes in Stockholders' Equity (Deficit)

 Statements of Cash Flows

 Notes
 to Consolidated Financial Statements

 F- 1

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 Report of Independent Registered Public
Accounting Firm

 To the Board of Directors and Stockholders of

 Vocodia Holdings Corp. (VHAI)

 Opinion on the Financial Statements

 We have audited the accompanying balance sheets
of Vocodia Holdings Corp. (VHAI) (the "Company") as of December 31, 2024, the related statements of operations, stockholders'
equity, and cash flows, for the period ended December 31, 2024, 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 at December 31, 2024, and the results of its operations
and its cash flows for the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United
States of America.

 Substantial doubt about Company's ability to continue
as a going concern

 The accompanying financial statements have been
prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company
has incurred recurring losses from operations, has a significant accumulated deficit, operates out of a shared business location, and
currently has no employees. Furthermore, the Company continues to experience negative cash flows from operations. The Company's
ability to continue as a going concern is dependent upon its capacity to raise additional capital through equity or debt financing. However,
there is no assurance that such funding will be available from external sources. These conditions raise substantial doubt about the Company's
ability to continue as a going concern for a period of twelve months from the date the financial statements are issued. Management's
plans to address these matters are also described in Note 1. 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.

 New
 York Office:

 1270, Ave of Americas,

 Rockefeller Center,
 FL7,

 New York –
 10020, USA

 +1 (646) 387 -
 2034

 Corporate Office:

 "Pipara Corporate House"

 Near Bandhan Bank
 Ltd.,

 Netaji Marg, Law
 Garden,

 Ahmedabad -
 380006

 Dubai
 Office:

 1011,
 B-Block,

 Mazaya
 Centre,

 Sheikh
 Zayed Rd -

 Al
 Wasl - Dubai - UAE

 Mumbai
 Office:

 #3, 13 th
 floor, Tradelink,

 'E'
 Wing, A - Block,

 Kamala Mills, Senapati

 Bapat Marg, Lower
 Parel,

 Mumbai -
 400013

 Delhi
 Office:

 Green Park Desq
 Work,

 Gate No. 1, 49/1
 Yusuf Sarai,

 Nr. Green Park
 Metro

 Station, Delhi
 - 110016

 Hyderabad
 Office:

 509, Sandhya Techno
 - 1,

 Opp. KIMS Hospital,

 Raidurgam, Hyderabad

 Telangana, India,
 500036

 naman@pipara.com

 T: + 91 79 40 370370

 info@pipara.com

 E: pipara@pipara.com

 chintan.jain@pipara.com

 sharyansh.ranka@pipara.com

 F- 2

 We conducted our audits in
accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement, whether due to error or fraud.

 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 matters
communicated below are matters arising from the current period audit of the financial statements that were 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 matters below,
providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

 Accounting for Proceeds
from Convertible Note and Related Financial Statement Impact

 During the audit of the Company's
financial statements for the year ended December 31, 2024, a critical audit matter was identified related to the accounting treatment
of a $50,000 deposit received on November 12, 2024. The deposit represented proceeds from a convertible note issued with an Original
Issue Discount (OID), but was erroneously recorded by the Company as a collection against an outstanding accounts receivable (A/R) invoice.

 This matter was considered
critical due to the extent of the misclassification and the resulting multiple misstatements across key financial statement accounts.
The correction involved assessing appropriate classification between liabilities and receivables, evaluating the accounting for OID,
accrued interest, and embedded derivative features. The complexity and judgment involved in correcting these areas required significant
auditor effort and coordination with management to determine the appropriate accounting treatment.

 How the Critical Audit
Matter Was Addressed in the Audit

 To address this matter, we
performed the following audit procedures, among others:

 Traced
 the $50,000 deposit to supporting bank records and verified the related convertible note
 agreement,

 Reviewed and
 re-performed management's correction journal entries to ensure proper reclassification
 of the proceeds from A/R to convertible notes payable,

 Evaluated management's
 accounting treatment of the OID, including the recognition and amortization of the debt discount
 and its impact on profit,

 Tested the
 accrual of interest expense related to the 48-day period post-issuance,

 F- 3

 Involved valuation
 specialists to assist in evaluating the embedded conversion features and the related recognition
 of a derivative liability in accordance with applicable accounting standards (ASC 815),

 Assessed the
 adequacy of financial statement disclosures related to the convertible note, interest expense,
 and derivative liabilities.

 Relevant Financial Statement
Disclosures:

 As discussed in Note 2 to
the financial statements, the Company has restated its 2024 financial statements to correct a misstatement. We previously audited the
financial statements as of and for the year ended December 31, 2024, and expressed an unqualified opinion in our report dated April 30,
2025. Our current opinion on the restated 2024 financial statements, as expressed herein, supersedes our previous report.

 Other Matters

 The financial
 statements of the Company for the year ended December 31, 2023, were not audited, reviewed,
 or compiled by us, and, accordingly, we do not express an opinion or any other form of assurance
 on the prior year's financial statements or the opening balances as of January 1, 2024.
 As a result, we were unable to obtain sufficient appropriate audit evidence regarding the
 opening balances, and our audit of the current period's financial statements does not
 extend to those balances.

 We are not
 engaged to audit the Company's internal control over financial reporting. As part of
 our audit, we considered the Company's internal control over financial reporting as
 a basis for designing our audit procedures, but not for the purpose of expressing an opinion
 on the effectiveness of the Company's internal control over financial reporting.

 We draw attention
 to the changes in the Company's governance structure during calendar year 2024. The
 following individuals resigned from their designated executive or board positions:

 o
 Scott
 J. Silverman – Chief Financial Officer

 o
 Lourdes
 Felix – Independent Director

 o
 Randall
 Miles – Independent Director

 o
 Ned
 L. Siegel – Independent Director

 As of the date of this report,
the Audit Committee is no longer constituted, and the Board of Directors is composed solely of Mr. Brian Podolak (Chief Executive Officer)
and Mr. James Sposato (Chief Technology Officer).

 Our opinion is not modified
in respect of this matter.

 For, Pipara & Co
LLP ( 6841)

 /s/ Pipara
& Co LLP

 We have served as the Company's
auditor since 2025.

 Place: Delhi, India

 Date: June 17, 2025

 F- 4

 Rosenberg
 Rich Baker Berman, P.A.

 www.rrbb.com

 265 Davidson Avenue,
Suite 210 Somerset, NJ 08873-4120 Phone 908-231-1000 Fax 908-231-6894

Dunnell Road, Suite l00 Maplewood, NJ 07040 Phone 973-763-6363 Fax 973-763-4430

 REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Board of Directors and Stockholders of

Holdings Corp.

 Opinion on the Financial
Statements

 We
have audited the accompanying balance sheets of Vocodia Holdings Corp (the Company) as of December 31, 2023 and 2022, and the related
statements of operations, 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 year in the two-year period ended December 31, 2023, in conformity with accounting principles generally
accepted in the United States of America.

 We
were not engaged to audit, review, or apply any procedure to the adjustments to retrospectively apply the change in accounting for ASU
2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures as described in Note 1 and, accordingly, we do
not express an opinion or any other form of assurance about whether such adjustments are appropriate and have been properly applied.
Those adjustments were audited by Pipara & Co LLP.

 Going Concern

 The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note
1 to the financial statements, the Company has incurred recurring losses and negative cash flows from operations and is dependent on
additional financing to fund operations. These conditions raise substantial doubt about the Company's ability to continue as a
going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include
any adjustment that might result from the outcome of this uncertainty.

 Basis for Opinion

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

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material mis statement, 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. A 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.

 "RRBB" is
the brand name under which Rosenberg Rich Baker Berman, P.A. and RRBB Advisors, LLC, and its subsidiary entities, including CFO Financial
Partners LLC, provide professional services. Rosenberg Rich Baker Berman, P.A. and RRBB Advisors, LLC (and its subsidiary entities) practice
as an alternative practice structure in accordance with the AICPA Code of Professional Conduct and applicable laws, regulations, and
professional standards. Rosenberg Rich Baker Berman, P.A. is a licensed independent CPA firm that provides attest services to its clients,
and RRBB Advisors, LLC, and its subsidiary entities provide tax and business consulting services to their clients. RRBB Advisors, LLC,
and its subsidiary entities arc not licensed CPA firms.

 F- 5

 Rosenberg Rich Baker Berman,
 P.A.

 To the Board of Directors
and Stockholders of

 Vocodia Holdings Corp.

 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.

 /s/ Rosenberg Rich Baker Berman, P.A.

 We served as the Company's
auditor from 2023 to 2025.

 Somerset, New Jersey

 April 16, 2024

 F- 6

Holdings Corp

Balance Sheets

 2024

 2023

 (as restated)

 ASSETS

 Current Assets

 Cash and cash equivalents

 $

 $
 -

 Accounts receivable, net

 -

 Prepaid expenses

 77,076

 Other current assets

 1,000

 -

 Total Current Assets

 Non-Current Assets

 Property and equipment, net

 18,912

 23,267

 Right-of-use assets

 -

 316,310

 Deferred offering costs

 -

 4,085,726

 Other assets

 21,273

 Total Non-Current Assets

 19,625

 4,446,576

 TOTAL ASSETS

 $
 147,982

 $
 4,459,346

 LIABILITIES AND SHAREHOLDERS'
 DEFICIT

 Current Liabilities

 $
 1,945,207

 $
 2,058,533

 Contract liabilities

 15,950

 15,950

 Related party payable

 98,980

 76,368

 Note payable

 40,000

 25,000

 Convertible notes payable, net

 3,688,566

 Derivative liability

 Operating lease liability,
 current portion

 -

 106,833

 Total Current Liabilities

 7,894,129

 Non-current Liability

 Operating lease liability,
 less current portion

 -

 232,787

 Total
 Non-Current Liability

 -

 232,787

 TOTAL LIABILITIES

 8,126,916

 Commitments and contingencies

 -

 -

 Shareholders' Deficit

 Preferred stock, $ 0.0001 par value; 24,000,000 shares authorized;

 Series A Preferred Stock, 4,000,000 shares designated, $ 0.0001 par value; 4,000,000 shares issued and outstanding as of December 31, 2024 and 2023, respectively

 Series B Preferred Stock, 3,000 shares designated, $ 0.0001 par value; 0 and 1,305 shares issued and outstanding as of December 31, 2024, and 2023, respectively

 -

 -

 Series C Convertible Preferred Stock, 7,000 shares designated, $ 0.0001 par value; 0 shares issued and outstanding as of December 31, 2024, and 2023

 -

 -

 Series D Redeemable Preferred Stock, 20,000 shares designated, $ 0.0001 par value; 0 shares issued and outstanding as of December 31, 2024, and 2023

 -

 -

 Common stock, $ 0.0001 par value: 14,976,000,000 shares authorized; 300,213,026 and 4,234,747 shares issued and outstanding, as of December 31, 2024, and 2023, respectively

 30,021

 Additional paid-in capital

 98,361,469

 86,839,777

 Accumulated deficit

 ( 100,607,253
)

 ( 90,508,170
)

 Total
 shareholders' deficit

 ( 2,215,363
)

 ( 3,667,570
)

 TOTAL LIABILITIES
 AND SHAREHOLDERS' DEFICIT

 $
 147,982

 $
 4,459,346

 See
accompanying notes to consolidated financial statements.

 F- 7

Holdings Corp

Statements of Operations

 Years Ended

 2024

 2023

 (as restated)

 Sales, net

 $
 50,078

 $
 256,385

 Cost of
 Sales

 105,954

 220,777

 Gross Profit (Loss)

 ( 55,876
)

 35,608

 Operating Expenses

 General and administrative expenses

 3,344,858

 1,861,811

 Salaries and wages

 1,146,090

 2,546,023

 Research and development
 and other service providers

 1,353,557

 1,383,375

 Total Operating Expenses

 5,844,505

 5,791,209

 Operating Loss

 ( 5,900,381
)

 ( 5,755,601
)

 Other Income (Expense)

 Other income

 16,083

 -

 59,787

 ( 186,294
)

 Loss on settlement of debt

 ( 3,824,936
)

 -

 Interest expense

 ( 449,636
)

 ( 2,769,308
)

 Total Other Income (Expense)

 ( 4,198,702
)

 ( 2,955,602
)

 Loss Before Taxes

)

)

 Income Taxes

 -

 -

 $
)

 $
)

 Basic and
 diluted loss per common share

 $
 ( 0.02
)

 $
 ( 2.24
)

 average number of common shares outstanding - basic and diluted

 551,338,196

 3,897,075

 See
accompanying notes to consolidated financial statements.

 F- 8

Holdings Corp

Statements of Stockholders' Equity (Deficit)

 For
the Years Ended December 31, 2024 and 2023

 Series A

 Preferred Shares

 Series B

 Preferred Shares

 Common Stock

 Additional

 Accumulated

 Amount

 Amount

 Amount

 Paid-In Capital

 Deficit

 Total

 Balance, January 1,
 2023

 4,000,000

 $

 -

 $
 -

 3,094,054

 $

 $
 83,434,035

 $
 ( 81,796,967
)

 $
 1,637,777

 Issuance of common stock and warrants for non-employee
 services

 -

 -

 -

 -

 308,193

 731,475

 -

 731,506

 Employee common stock compensation

 -

 -

 -

 -

 600,000

 917,940

 -

 918,000

 Common stock cancelled

 -

 -

 -

 -

 ( 162,500
)

 ( 16
)

 -

 -

 Issuance of Series B Preferred stock

 -

 -

 1,305

 -

 -

 -

 1,305,000

 -

 1,305,000

 Issuance common stock for settlement of debt

 -

 -

 -

 -

 275,000

 420,723

 -

 420,750

 Issuance common stock for restricted stock award

 -

 -

 -

 -

 120,000

 30,588

 -

 30,600

 Net loss

 -

 -

 -

 -

 -

 -

 -

)

)

 Balance, December 31, 2023

 4,000,000

 $

 1,305

 $
 -

 4,234,747

 $

 $
 86,839,777

 $
 ( 90,508,170
)

 $
 ( 3,667,570
)

 Issuance of Series B Preferred stock

 -

 -

 -

 -

 -

 605,000

 -

 605,000

 Common stock units issued for cash

 -

 -

 -

 -

 1,400,000

 5,372,647

 -

 5,372,787

 Deferred offering costs

 -

 -

 -

 -

 -

 -

 ( 4,110,101
)

 -

 ( 4,110,101
)

 Issuance common stock for settlement of debt

 -

 -

 -

 -

 143,262

 286,793

 -

 286,808

 Common stock issued for conversion of debt

 -

 -

 -

 -

 1,801,880

 7,657,810

 -

 7,657,990

 Common stock issued for conversion of Series B Preferred
 Stock

 -

 -

 ( 1,910
)

 -

 691,404

 ( 69
)

 -

 -

 Common stock issued for exercise of warrants

 -

 -

 -

 -

 291,941,733

 29,194

 52,926

 -

 82,120

 Series C warrants issued

 -

 -

 -

 -

 -

 -

 1,503,514

 -

 1,503,514

 Warrants issued in conjunction with convertible debt

 -

 -

 -

 -

 -

 -

 -

 Stock based compensation

 -

 -

 -

 -

 -

 -

 -

 Net loss

 -

 -

 -

 -

 -

 -

 -

)

)

 Balance, December
 31, 2024 (as restated)

 4,000,000

 $

 -

 $
 -

 300,213,026

 $
 30,021

 $
 98,361,469

 $
 ( 100,607,253
)

 $
 ( 2,215,363
)

 See
accompanying notes to consolidated financial statements.

 F- 9

Holdings Corp

Statements of Cash Flows

 Years Ended

 2024

 2023

 (as restated)

 Operating activities:

 $
)

 $
)

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

 Depreciation

 6,486

 5,919

 Amortization of debt issuance costs

 188,953

 1,941,999

 Stock-based compensation

 1,680,106

 Convertible note default penalty

 485,412

 ( 59,787
)

 186,294

 Loss on settlement of debt

 3,824,936

 -

 Write-off of accounts payable

 ( 60,861
)

 -

 Changes in operating assets and liabilities:

 Accounts receivable

)

 -

 Prepaid expenses and other assets

 ( 65,306
)

 161,687

 Other assets

 20,560

 ( 2,967
)

 598,797

 1,746,490

 Contract liability

 -

 ( 187,050
)

 Net change in operating right-of-use
 lease asset and liability

 ( 23,310
)

 ( 3,015
)

 Cash used
 in operating activities

 ( 5,419,561
)

 ( 2,696,328
)

 Investing activities:

 Purchase of property and equipment

 ( 2,131
)

 -

 Cash used
 in investing activities

 ( 2,131
)

 -

 Financing activities:

 Proceeds from issuance of common stock units

 5,372,787

 -

 Deferred offering costs

 ( 24,375
)

 ( 58,976
)

 Proceeds from exercise of warrants

 82,120

 -

 Proceeds from issuance of Series B Preferred stock

 605,000

 1,305,000

 Payment of debt issuance costs

 -

)

 Repayment to related party payable

 ( 92,784
)

 ( 5,000
)

 Proceeds from related party payable

 83,209

 7,678

 Proceeds from notes payable

 70,000

 -

 Repayment of notes payable

 ( 55,000
)

 -

 Proceeds from convertible notes payable

 184,000

 800,000

 Repayment of convertible notes
 payable

 ( 802,984
)

 -

 Cash provided
 by financing activities

 5,421,973

 1,998,702

 Change in cash and cash equivalents

 ( 697,626
)

 Cash and cash equivalents,
 beginning balances

 -

 697,626

 Cash and
 cash equivalents, ending balances

 $

 $
 -

 Supplemental cash flow information:

 Cash paid for interest

 $
 109,088

 $
 -

 Cash paid for taxes

 $
 -

 $
 -

 Non-Cash Investing and Financing
 Activities:

 Initial derivative liabilities
 recognized as a debt discount

 $

 $
 505,227

 Common stock cancellation

 $
 -

 $

 Series C warrants issued

 $
 1,503,514

 $
 -

 Issuance common stock for settlement
 of debt

 $
 93,298

 $
 -

 Issuance common stock for settlement
 of debt - related party

 $
 193,510

 $
 -

 Common stock issued for conversion
 of debt

 $
 7,657,990

 $
 -

 Common stock issued for conversion
 of Series B Preferred Shares

 $

 $
 -

 Common stock issued for exercise
 of warrants

 $
 29,194

 $
 -

 Warrants issued in conjunction
 with convertible debt

 -

 Common stock issued for settlement
 of legal fees for offering costs

 $
 -

 $
 420,750

 See
accompanying notes to consolidated financial statements.

 F- 10

 VOCODIA
HOLDINGS, INC.

 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

 DECEMBER
31, 2024 AND 2023

 NOTE
1 – ORGANIZATION AND GOING CONCERN

 Organization
and Business Overview

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

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

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

 Going
Concern

 The
Company's consolidated financial statements are prepared in accordance with Generally Accepted Accounting Principles ("GAAP")
of the United States including the assumption of a going concern basis, which contemplates the realization of assets and liquidation
of liabilities in the normal course of business. However, as shown in the accompanying consolidated financial statements, the Company
had a net loss of approximately $ 10.1 million, an accumulated deficit of $ 100.6 million, and used cash in operations of approximately
$ 5.4 million for the year ended December 31, 2024 and negative working capital of $ 2.3 million. In February 2024, the Company
completed an Initial Public Offering of its securities in which it raised $ 5.95 million in gross proceeds, before underwriting fees
and expenses. The Company expects to continue to incur significant expenditures to develop its technology. As such, there is substantial
doubt about the company's ability to continue as a going concern.

 Management
recognizes that the Company must obtain additional resources to successfully develop its technology and implement its business plans.
Through December 31, 2024, the Company has received funding in the form of indebtedness and from the sale stock subscriptions. Management
plans to continue to raise funds and/or refinance our indebtedness to support our operations in 2024 and beyond. However, no assurances
can be given that we will be successful. If management is not able to timely and successfully raise additional capital and/or refinance
indebtedness, the implementation of the Company's business plan, financial condition and results of operations will be materially
affected These consolidated financial statements do not include any adjustments relating to the recoverability and classification of
recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going
concern.

 F- 11

 NOTE
2 – RESTATEMENT OF PREVIOULY ISSUED FINANCIAL STATEMENTS

 Description
of Errors Corrected

 Accounting
for accounts receivable:

 The
Company recorded $ 50,000 cash proceeds from issuance convertible note as settlement of accounts receivable. The impact of this error
on accounts receivable in the Consolidated Balance sheet as of December 31, 2024 and Consolidated Statements of Cash Flows for the year
ended December 31, 2024 was $ 50,000.

 Accounting
for convertible note and related disclosure:

 The
Company missed to record convertible note and warrant and recorded as a collection of accounts receivable. The impact of this error on
accounts receivable, convertible note, net, accrued interest and additional paid in capital in the Consolidated Balance sheet as of December
31, 2024 was $ 50,000, $ 15,333, $ 11,500 and $ 172; and the impact on changes in interest expense in the Consolidated Statement of Operations
for the year ended December 31, 2024 was $ 1,150.

 Accounting
for derivative liability and related disclosure

 The
Company did not account for conversion feature and warrants properly. The impact of these errors on convertible notes payable, net and
derivative liability in the Consolidated Balance Sheet as of December 31, 2024 was $ 105,337; and the impact on change in fair value of
derivative liability, and amortization debt discount in the Consolidated Statements of Operations for the year ended December 31, 2024
were of $$ 19,323 and $ 15,333, respectively.

 The
effects of the correction of errors on the relevant financial statement line items are as follows:

Balance sheets

 ASSETS

 Current Assets

 Accounts receivable,
 net

 $
 -

 $

 $

 Other current assets

 78,357

 Total Current
 Assets

 $
 78,357

 $

 $

 LIABILITIES AND SHAREHOLDERS'
 DEFICIT

 Current Liabilities

 $
 1,944,057

 $
 1,150

 $
 1,945,207

 Convertible notes payable, net

 142,538

 15,333

 Derivative liability

 -

 Total Current Liabilities

 2,241,525

 121,820

 Shareholders' Equity (Deficit)

 Additional paid-in capital

 98,361,297

 98,361,469

 Accumulated deficit

 ( 100,535,261
)

)

 ( 100,607,253
)

 Total shareholders'
 deficit

 $
 ( 2,143,543
)

 $
 ( 71,820
)

 $
 ( 2,215,363
)

 F- 12

Statements of Operations

 Year ended

 Other Income (Expense)

 $
 115,296

 $
 ( 55,509
)

 $
 59,787

 Interest expense

 ( 433,153
)

 ( 16,483
)

 ( 449,636
)

 Total Other Income (Expense)

 ( 4,126,710
)

)

 ( 4,198,702
)

 Loss Before
 Taxes

 ( 10,027,091
)

)

)

 $
 ( 10,027,091
)

 $
)

 $
)

 Basic and
 diluted loss per common share

 $
 ( 0.02
)

 $
 ( 0.00
)

 $
 ( 0.02
)

 average number of common shares outstanding - basic and diluted

 634,640,861

 ( 83,302,665
)

 551,338,196

Statements of Cash Flows

 Year ended

 Operating activities:

 $
 ( 10,027,091
)

 $
)

 $
)

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

 Amortization of debt issuance costs

 173,620

 15,333

 188,953

 Convertible note default penalty

 -

 ( 115,296
)

 55,509

 ( 59,787
)

 Changes in operating assets and liabilities:

 Accounts receivable

 -

)

)

 Accounts payable and accrued
 expenses

 597,647

 1,150

 598,797

 Cash used
 in operating activities

 ( 5,369,561
)

)

 ( 5,419,561
)

 Financing activities:

 Proceeds from convertible
 notes payable

 134,000

 184,000

 Cash provided
 by financing activities

 5,371,973

 5,421,973

 Non-Cash Financing Activities:

 Initial derivative liabilities
 recognized as a debt discount

 $
 -

 $

 $

 Warrants issued in conjunction
 with convertible debt

 $
 -

 $

 $

 F- 13

 NOTE
3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Basis
of Presentation

 The
financial statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange
Commission ("SEC"). The financial statements have been prepared using the accrual basis of accounting in accordance with
GAAP.

 Basis
of Consolidation

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

 Reclassification

 Certain
accounts from prior periods have been reclassified to conform to the current period presentation.

 Use
of Estimates

 The
preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates
and judgments will also affect the reported amounts for certain expenses during the reporting period. Actual results could differ from
these good faith estimates and judgments Significant estimates are contained in the accompanying financial statements for the valuation
of derivatives, the valuation allowance on deferred tax assets, share-based compensation, useful lives for depreciation and amortization
of long-lived assets, and the incremental borrowing rate used on right-of-use asset.

 Cash
and Cash Equivalents

 Cash
and cash equivalents include cash in bank accounts and money market funds with maturities of less than three months from inception, which
are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss
in value. At December 31, 2024 and 2023, the Company did not have any cash equivalents.

 Periodically,
the Company may carry cash balances at financial institutions in excess of the federally insured limit of $ 250,000 per institution.
The amount in excess of the FDIC insurance as of December 31, 2024 and 2023 was approximately $ 0 and $ 0 respectively. The Company
has not experienced losses on these accounts and management believes, based upon the quality of the financial institutions, that the
credit risk with regard to these deposits is not significant.

 F- 14

 Property
and Equipment

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

 Furniture and fixtures

 7 years

 Computer equipment

 5 years

 Revenue
Recognition

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

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

and Development and Software Development Costs

and development costs are expensed as incurred. In accordance with Financial Accounting Standards Board ("FASB") ASC
350-40, Internal Use Software, the Company capitalizes certain internal use software development costs associated with creating and enhancing
internally developed software related to its platforms. Software development activities generally consist of three stages (i) the research
and planning stage, (ii) the application and development stage, and (iii) the post-implementation stage. Costs incurred in the planning
and postimplementation stages of software development, or other maintenance and development expenses that do not meet the qualification
for capitalization are expensed as incurred. Costs incurred in the application and infrastructure development stage, including significant
enhancements and upgrades, are capitalized. These costs include personnel expenses for employees or consultants who are directly associated
with and who devote time to software projects, and external direct costs of materials obtained in developing the software. These software
developments and acquired technology costs will be amortized on a straight-line basis over the estimated useful life upon the "go-live"
date. The Company did not capitalize any of its costs associated with the development of its software as technological feasibility
was established within a short time frame from the software's general availability.

 F- 15

 Fair
Value of Financial Instruments

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

 Level 1: Observable
 inputs such as unadjusted quoted prices in active markets for identical instruments.

 Level 2: Quoted prices
 for similar instruments that are directly or indirectly observable in the marketplace.

 Level 3: Significant unobservable
 inputs which are supported by little or no market activity and that are financial instruments whose values are determined using pricing
 models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value
 requires a significant judgment or estimation.

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

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

 Set
out below are the Company's financial instruments that are required to be remeasured at fair value on a recurring basis and their
fair value hierarchy as of December 31, 2023 (non for December 31,2024) see Note 7:

 December
 31, 2024

 Level 1

 Level 2

 Level 3

 Carrying Value

 Liabilities:

 Derivative Liability
 – Conversion feature

 -

 -

 $
 -

 $
 -

 $

 $

 December 31, 2023

 Level 1

 Level 2

 Level 3

 Carrying
 Value

 Liabilities:

 Derivative Liability – Warrants

 $
 -

 $
 -

 $
 1,698,135

 $
 1,698,135

 Derivative Liability – Conversion feature

 -

 -

 224,744

 224,744

 Total Liabilities

 $
 -

 $
 -

 $

 $

 Long-Lived
Assets

 The
Company reviews its long-lived assets for possible impairment at least annually, and more frequently if circumstances warrant. Impairment
is determined to exist when estimated amounts recoverable through future cash flows from operations on an undiscounted basis, are less
than long-lived assets carrying value. If a long-lived asset is determined to be impaired, it is written down to its estimated fair value
to the extent that the carrying amount exceeds the fair value of the long-lived asset. The Company did not recognize any impairment losses
on long-lived assets during the years ended December 31, 2024 and 2023.

 F- 16

 Deferred
Offering Costs

 Pursuant
to ASC 340-10-S99-1, costs directly attributable to an offering of equity securities are deferred and would be charged against the gross
proceeds of the offering as a reduction of additional paid-in capital. Deferred offering costs consist of underwriting, legal, accounting,
and other expenses incurred through the balance sheet date that are directly related to the proposed public offering. Should the proposed
public offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be expensed.

 As
of December 31, 2024 and 2023, deferred offering costs consisted of the following:

 2024

 2023

 General and administrative expenses

 $
 -

 $
 153,976

 Share-based equity compensation

 -

 3,931,750

 $
 -

 $
 4,085,726

 Advertising

 The
Company expenses advertising costs as they are incurred. Advertising expenses for the years ended December 31, 2024, and 2023 were $ 398,753 and
$ 78,097, respectively.

 Share-Based
Compensation

 The
Company accounts for employee and non-employee stock awards under ASC 718, Compensation – Stock Compensation, whereby equity instruments
issued to employees for services are recorded based on the fair value of the instrument issued and those issued to nonemployees are recorded
based on the fair value of the consideration received or the fair value of the equity instrument, whichever is more reliably measurable.
Equity grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an
award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination
of service. Further information regarding share-based compensation can be found in Note 9.

 Income
Taxes

 The
Company accounts for income tax under the provisions of ASC 740, Income Taxes. The Company records a liability for uncertain tax positions
when it is probable that a loss has been incurred and the amount can be reasonably estimated. At December 31, 2024 and 2023, the Company
had no liabilities for uncertain tax positions. The Company continually evaluates expiring statutes of limitations, audits, proposed
settlements, changes in tax law and new authoritative rulings. The Company's tax years subject to examination by tax authorities
generally remain open for three (3) years from the date of filing.

 Income
taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective
tax basis and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect
on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

 Deferred
tax assets are required to be reduced by a valuation allowance to the extent that, based on the weight of available evidence, it is more
likely than not that the deferred tax assets will not be realized.

 F- 17

 Leases

 We
determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use ("ROU")
assets, operating lease liabilities - current, and operating lease liabilities - noncurrent on the balance sheets. Finance leases are
included in property and equipment, other current liabilities, and other long-term liabilities in our balance sheets. The Company did
not utilize any financing that required recognition of finance leases during the years ended December 31, 2024 and 2023.

 ROU
assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease
payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present
value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we generally use our incremental
borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement
date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include
options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments
is recognized on a straight-line basis over the lease term.

 Leases
with a lease term of 12 months or less at inception are not recorded on our balance sheet and are expensed on a straight-line
basis over the lease term in our statement of operations We have elected not to separate lease and non-lease components for any
class of underlying asset.

 The
Company determines the present value of minimum future lease payments for operating leases by estimating a rate of interest that it would
have to pay to borrow on a collateralized basis over a similar term, an amount equal to the lease payments and a similar economic environment
(the "incremental borrowing rate" or "IBR").

 The
Company determines the appropriate IBR by identifying a reference rate and making adjustments that take into consideration financing
options and certain lease-specific circumstances. For the reference rate, the Company used the seven-year mortgage interest rate.

Notes

 The
Company bifurcates conversion options from their host instruments and accounts for them as free-standing derivative financial instruments
if certain criteria are met. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative
instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument
that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable
generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument
with the same terms as the embedded derivative instrument would be considered a derivative instrument.

 Derivative
Financial Instruments

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

 F- 18

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

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

 Net
Income (Loss) Per Share of Common Stock

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

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

 For
the years ended December 31, 2024 and 2023, the following common stock equivalents were excluded from the computation of diluted net
loss per share as the result of the computation was anti-dilutive.

 2024

 2023

 1,622,053

 461,500

 Convertible notes payable

 22,644,788

 1,507,531

 Total common stock equivalents

 24,266,841

 1,969,031

 F- 19

 Segment

 The
Company operates as a single operating segment, being a provider of conversational artificial intelligence technology. The
Company's chief operating decision maker, its Chief Executive Officer, reviews financial information on an aggregate basis for
the purposes of allocating resources and evaluating financial performance. The Company's primary operations are in the United States
and it has derived substantially all of its revenue from sales to customers in this jurisdiction.

 Recent
Accounting Pronouncements

 In
November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2023-07, Segment
Reporting Topic 280, "Segment Reporting-Improvements to Reportable Segment Disclosures" which allows disclosure of one or
more measures of segment profit or loss used by the chief operating decision maker to allocate resources and assess performance. Additionally,
the standard requires enhanced disclosures of significant segment expenses and other segment items, as well as incremental qualitative
disclosures on both an annual and interim basis. This guidance is effective for annual reporting periods beginning after December 15,
2023, and interim reporting periods after December 15, 2024. Early adoption is permitted, and retrospective application is required for
all periods presented. The Company is currently evaluating the impact of adopting this guidance on its Consolidated Financial Statements
and disclosures included within Notes to Condensed Consolidated Financial Statements.

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

 Recently
Adopted Accounting Pronouncements

 In
June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial
Instruments ("ASC 326"). The guidance replaces the incurred loss methodology with an expected loss methodology that is referred
to as the current expected credit loss ("CECL") methodology. The measurement of expected credit losses under the CECL methodology
is applicable to financial assets measured at amortized cost, including loan receivables and held-to-maturity debt securities. It also
applies to off-balance sheet credit exposures not accounted for as insurance (loan commitments, standby letters of credits, financial
guarantees, and other similar instruments) and net investments in leases recognized by a lessor in accordance with Topic 842 on leases.
ASC 326 requires enhanced disclosures related to the significant estimates and judgments used in estimating credit losses as well as
the credit quality and underwriting standards of a company's portfolio. In addition, ASC 326 made changes to the accounting for
available-for-sale debt securities. One such change is to require credit losses to be presented as an allowance rather than as a write-down
on available-for-sale debt securities the Company does not intend to sell or believes that it is more likely than not they will be required
to sell. The ASU can be adopted no later than January 1, 2020 for SEC filers and January 1, 2023 for private companies and smaller reporting
companies. The Company has not yet adopted this ASU as it qualifies as a smaller reporting company. The adoption of this ASU, on January
1, 2023, did not have a material impact on its consolidated financial statements.

 There
have been no other recent accounting pronouncements, changes in accounting pronouncements or recently adopted accounting guidance during
the year ended December 31, 2024 that are of significance or potential significance to the Company.

 F- 20

 NOTE
4 – PROPERTY AND EQUIPMENT

 As
of December 31, 2024 and 2023, property and equipment consisted of the following:

 2024

 2023

 Furniture and Fixtures

 $
 27,877

 $
 27,877

 Computer Equipment

 11,815

 9,684

 Total Property and Equipment

 39,692

 37,561

 Less: accumulated depreciation and amortization

 ( 20,780
)

 ( 14,294
)

 Property and Equipment, net

 $
 18,912

 $
 23,267

the years ended December 31, 2024 and 2023, depreciation and amortization expense relating to property and equipment was $ 6,486 and
$ 5,919, respectively.

 NOTE
5 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

 Accounts
payable and accrued expenses consisted of the following at December 31, 2024 and 2023:

 2024

 2023

 Accounts payable

 $
 1,546,845

 $
 1,154,685

 Accrued expenses

 386,750

 556,582

 Accrued interest

 11,612

 339,221

 Bank overdraft

 -

 8,046

 $
 1,945,207

 $
 2,058,533

 NOTE
6 – OPERATING LEASES

 We
had operating leases for our corporate offices and one short term lease for executive offices. Our corporate office lease has a remaining
lease term of thirty-five (35) months with no options to extend. The Company moved out from the premises in December 15, 2024.

 Years Ended

 2024

 2023

 The components of lease expense were as follows:

 Short-term lease

 $

 $
 22,047

 Long-term lease

 110,252

 120,275

 Operating lease cost

 $
 110,630

 $
 142,322

 Supplemental cash flow information related to leases was as follows:

 Cash paid for operating cash flows from operating leases

 $
 115,177

 $
 123,278

 Right -of-use assets obtained upon acquisition

 $
 -

 $
 -

 Weighted-average remaining lease term - operating leases (year)

 -

 2.92

 Weighted-average discount rate — operating leases

 -

 %

 6.50
 %

 The
Company moved out from the premises on December 31,2024, our lease liabilities was nil as of December 31, 2024.

 F- 21

 NOTE
7 – NOTE PAYABLE AND CONVERTIBLE NOTES PAYABLE

 Note
payable

the year ended December 31, 2023, the Company issued note payable of $ 25,000 to pay professional fees and recorded it as deferred
offering cost. The Note is unsecured, due on the earlier of the completion of an IPO or February 12, 2024, and bears interest at $ 5,000 if
paid before December 31, 2023 or $ 25,000 if paid after December 31, 2023. During the years ended December 31, 2024 and 2023, the
Company recorded interest expense of $0 and $ 5,000, respectively. As of December 31, 2024 and 2023, accrued interest was $0 and
$ 5,000, respectively.

 In
February 2024, the Company borrowed $ 30,000 and repaid the note payable and accrued interest totaling $ 43,000.

 On
December 16,2024, the Company issued note payable of $ 40,000 to pay professional fees. The note is unsecured, due on 180 days
from the date of agreement with 20 % interest rate per annum. During the year ended December 31,2024, the Company recognized and
accrued interest of $ 329.

notes payable

the years ended December 31, 2023 and 2022, the Company issued $ 3,368,236 in original issue discount senior secured convertible
notes (together, the "Convertible Notes"). The Convertible Notes bear interest at an annualized rate of 15 %, with no
interest for the first nine months. The Convertible Notes mature nine (9) months after the original issue date of the Convertible Notes,
whereupon all outstanding principal and accrued interest is due to the holders of the Convertible Notes.

 The
Convertible Notes include a conversion feature, whereupon a successful Initial Public Offering ("IPO") (the "Liquidity
Event"), the Convertible Notes may be payable to the holders by the Company delivering to the holders shares of common stock equal
to the payment amount due at the date of the Liquidity Event divided by the conversion price. As defined in the agreement, the conversion
price is the product of the offering price per share of common stock paid in a Liquidity Event and a 35 % discount.

 In
connection with the issuance of the Convertible Notes, the Company issued common stock purchase warrants to the holders of the Convertible
Notes (the "Warrants"). The Warrants give the holders the right, but not the obligation, to purchase shares of the Company
obtained by dividing 50 % of the original principal amount of the Convertible Notes by the offering price per share of common stock
paid in a Liquidity Event. The exercise price of the Warrants is equal to the product of the conversion price of the Convertible Notes
and 120 %. The Warrants expire five ( 5) years from the consummation of the first Liquidity Event.

 The
conversion feature and Warrants have been accounted for as a derivative liability, in accordance with ASC 815 (see Note 7).

January 2024, the Company modified outstanding 2022 Original Issue Discount Convertible Notes with original principal and accrued interest,
by agreeing to certain penalties, to extend the maturity dates until February 28, 2024. The Company determined the modifications
to be debt extinguishment. As a result of the debt extinguishment, the Company recognized a loss on settlement of debt of $ 1,387,314.

February 2024, the Company modified certain 2023 Original Issue Discount Convertible Notes with original principal and accrued interest,
to extend the maturity dates until February 28, 2024. The Company determined these to be a modification.

 In
February 2024, on completion of the IPO, all outstanding 2023 and 2022 Original Issue Discount Convertible Notes with original principal
and accrued interest have been settled. In connection with settlements, the Company paid $ 894,072 and issued 1,801,880 shares
of common stock, value at $ 7,657,990, to holders of such notes, as a result the Company recognized a loss on settlement of debt of $ 2,662,842.
In addition, the Company issued 495,076 warrants, which immediately upon issuance at IPO were modified to Series C warrants
and were classified as equity. The Company recognized a gain on settlement of derivative liability of $ 225,220, recognized
as a settlement of debt.

 F- 22

 Prior
to the modifications and settlements in January and February 2024, the Company recognized a gain on change in fair value of derivative
liability for the convertible debt of $ 145,895 and a loss on change of derivative liability for the warrants of $ 30,599.

 On
September 18, 2024, the Company entered into a Convertible Note with a principal amount of $ 105,300 including $ 15,300 debt
discount at a 22 % interest rate per annum. Additionally, the Company incurred legal fee reimbursement and due diligence fee amounting
to $ 2,500 and $ 3,500 recognized as financing cost, respectively.

 On
November 13,2024, the Company entered into a Convertible Note with principal amount of $ 57,500 including $ 7,500 debt discount at a 15 %
interest per annum and issuance 28,750 warrants,

 On
December 20, 2024, the Company entered into a Convertible Note with a principal amount of $ 60,000 including $ 10,000 debt discount
at a 20 % interest rate compounded monthly.

notes payable, net consisted of the following:

 Maturities

 Stated

 (calendar

 Interest

 Interest

 year)

 Rate

 Rate

 2024

 2023

 August 2022 issuances

 2023

 %

 %

 $
 -

 $
 614,118

 September 2022 issuances

 2023

 %

 %

 -

 1,598,824

 November 2022 issuances

 2023

 %

 %

 -

 423,529

 December 2022 issuances

 2023

 %

 %

 -

 276,000

 April 2023 issuances

 2024

 %

 %

 -

 588,235

 May 2023 issuances

 2024

 %

 %

 -

 58,824

 June 2023 issuances

 2024

 %

 %

 -

 294,118

 September 2024 issuances

 2025

 %

 %

 105,300

 -

 November 2024 issuance

 2025

 %

 %

 57,500

 -

 December 2024 issuance

 2025

 %

 %

 60,000

 -

 Total face value

 222,800

 3,853,648

 Unamortized debt discount and issuance costs

 ( 64,929
)

 ( 165,082
)

 Total convertible notes

 3,688,566

 Current portion of convertible notes

 ( 157,871
)

 ( 3,688,566
)

 Long-term convertible notes

 $
 -

 $
 -

the years ended December 31, 2024 and 2023, the Company recorded interest expense of $ 449,307 and $ 2,761,631, respectively, which
included amortization of debt discount of $ 188,952 and $ 1,941,999, respectively, default penalty of $ 146,054 and $ 485,412,
respectively. Pursuant to Convertible Note of $ 57,500 dated November 13, 2024, the Company recognized the convertible note at a discount
equal to its face value of $ 57,500 as the fair value of equity-linked instruments issued in connection with the note exceeded the total
proceeds received. For the 48-day period ended December 31, 2024, the Company amortized the discount on a straight-line basis totaling
$ 15,333. This approach approximates the effective interest rate method for the short interim period. For the remaining life of the note,
the Company will apply the effective interest rate method.

 As
of December 31, 2024 and 2023, accrued interest was $ 11,283 and $ 339,221, respectively.

 NOTE
8 – DERIVATIVE LIABILITITES

 Fair
Value Assumptions Used in Accounting for Derivative Liabilities

 ASC
815 requires us to assess the fair market value of derivative liabilities at the end of each reporting period and recognize any change
in the fair market value as other income or expense. The Company determined our derivative liabilities to be a Level 3 fair value measurement
and used the Black-Scholes pricing model to calculate the fair value as of issuance date, at the IPO settlement date of February 26,
2024 and as of December 31,2024.

 The
Black-Scholes model, which requires six basic data inputs: the exercise or strike price, time to expiration, the risk-free interest rate,
the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could
produce a significantly higher or lower fair value measurement. The current stock price is based on historical issuances. Expected volatility
is based on the historical stock price volatility of comparable companies' common stock, as our stock does not have sufficient
historical trading activity. Risk free interest rates were obtained from U.S. Treasury rates for the applicable periods.

 F- 23

 The
following table summarizes the changes in the derivative liabilities during the year ended December 31, 2024 and 2023:

 2024

 2023

 Expected exercise price

 $
 0.01

 $
 3.32 - $ 4.88

 Expected conversion price

 $
 0.0025 – 0.0026

 $
 -

 Stock price

 $
 0.0072 – 0.0077.

 $
 2.76 – $ 4.06

 Expected term

 0.36 – 5.00 years

 0.33 – 5.00 years

 Expected average volatility

 67 % - 146 %

 108 % - 131 %

 Expected dividend yield

 -

 -

 Risk-free interest rate

 3.73 % - 4.40 %

 3.84 % - 5.60 %

 Expected IPO Price (*)

 -

 $ 4.25 - $ 6.25

 *
 In 2024, the Company used actual IPO price.

 For
the year ended December 31, 2024 and 2023, the estimated fair values of the liabilities measured on a recurring basis are as follows:

 Fair
 Value Measurements Using Significant Unobservable Inputs (Level 3)

 Balance - December 31, 2022

 $
 1,231,358

 Addition of new derivatives recognized as debt discount - warrants

 463,410

 Addition of new derivatives recognized as debt discount - conversion feature

 41,817

 Change in fair value of the derivative

 186,294

 Balance - December 31, 2023

 $

 Addition of new derivatives recognized as debt discount

 Addition of new derivatives recognized as debt discount - warrants

 Settlement of derivative liability from conversion of debt

 ( 78,849
)

 Settlement of derivative liability of warrants to Series C warrants

 ( 1,728,734
)

 Addition of new derivatives recognized as loss on derivatives

 74,832

 Change in fair value of the derivative

 ( 134,619
)

 Balance - December 31, 2024

 $

 NOTE
9 – STOCKHOLDERS' EQUITY

 Authorized
Capital Stock

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

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

 F- 24

A Preferred Stock

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

 The
Company has designated 4,000,000 preferred shares, par value $ 0.0001, as Series A Preferred Stock. On April 17, 2023, our Board
passed a resolution, in accordance with the laws of the State of Wyoming which, when the SEC declares our registration statement effective,
shall require the Company to amend the rights of all authorized, issued, outstanding, and forthcoming Series A Preferred Stock, so that
the holders of the Series A Preferred Stock have no right to vote on any matters brought before the stockholders of the Company. The
removal of the voting rights became effective when the SEC declared our Registration Statement on Form S-1 effective on February 14,
2024

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

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

 As
of December 31, 2024 and 2023, 4,000,000 shares of Series A Preferred Stock were issued and outstanding, respectively.

B Preferred Stock

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

the year ended December 31, 2023, the Company issued 1,305 shares of Series B Preferred Stock for $ 1,305,000.

the year ended December 31, 2024, the Company issued an aggregate of 605 shares of our Series B Preferred Stock to several
individuals for $ 605,000 and 1,910 shares of Series B Preferred Stock were converted into 691,404 shares of
common stock upon the closing of the IPO.

 As
of December 31, 2024 and 2023, 0 and 1,305 shares of Series B Preferred Stock were issued and outstanding, respectively.

 F- 25

C Convertible Preferred Stock

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

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

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

 Voting
 Rights. The Series C COD provides that holders of Series C Preferred Shares shall have the right to vote on all matters
 presented to the stockholders for approval together with the shares of Common Stock, voting together as a single class, on an "as
 converted" basis, other than in regards to the Exchange Limitation.

 Liquidation. In addition, upon any liquidation, dissolution or winding-up of the Company, prior and in preference to the Common Stock, holders of Series C Preferred Stock shall be entitled to receive out of the assets available for distribution to stockholders before any amount shall be paid to the holders of any of shares of Junior Stock, but pari passu with any Parity Stock then outstanding, an amount per Preferred Share equal to the greater of (A) 120 % of the Stated Value of such Preferred Share and (B) the amount per share such Holder would receive if such Holder converted such Preferred Share into Common Stock immediately prior to the date of such payment

 Conversion. The
 number of shares of Common Stock issuable upon conversion of any share of Series C Preferred Stock shall be determined by dividing
 (x) the Conversion Amount of such Preferred Share by (y) the Conversion Price (the "Conversion Rate"):

 (i)
 "Conversion Amount" means, with respect to each Share, as of the applicable date of determination, the sum of (1) 120 % of the Stated Value plus (2) the Additional Amount thereon and any accrued and unpaid late charges with respect to such Stated Value and Additional Amount as of such date of determination.

 (ii)
 "Conversion Price" means, with respect to each Share, as of any Conversion Date or other date of determination, an initial price of $ 0.15, subject to further adjustment as provided herein. On each Reset Date, the Conversion Price shall be adjusted to equal the lower of (a) the Conversion Price then in effect (after taking into account and adjusting pursuant to Section 8(b)) and (b) 100 % of the applicable Reset Price, determined as of the applicable date of determination; provided that, the Conversion Price shall not be lower than the Floor Price (as defined below). In the event that the number of Conversion Shares (as defined below) subject to a conversion would exceed the Exchange Limitation (as defined below) prior to the Exchange Limitation Date (as defined below), in aggregate with any prior conversions of the Preferred Shares or other issuances of shares of Common Stock that would be subject to the Exchange Limitation, then the Conversion Price shall not be less than the "Minimum Price" as such term is defined in Rule 14.10(i)(4) of the Rules of the BZX Exchange operated by Cboe Global Markets, Inc. (the "Minimum Price"); provided that, the Company shall, promptly following the Second Closing Date, take all corporate action necessary to call a meeting of its stockholders (the "Stockholders' Meeting"), which shall occur not later than sixty (60) days from the Second Closing Date, for the purpose of seeking approval of the Company's stockholders with respect to, inter alia, the issuance of all of the Preferred Shares and Conversion Shares, all as may be required by the applicable rules and regulations of the Principal Market (or any successor entity) (the "Stockholder Approval"). In connection therewith, the Company shall as soon as reasonably practicable after the Second Closing Date file with the SEC proxy materials (including a proxy statement and form of proxy) for use at the Stockholders' Meeting and, after receiving and promptly responding to any comments of the SEC thereon, shall as soon as reasonably practicable mail such proxy materials to the stockholders of the Company. The Company will comply with Section 14(a) of the 1934 Act and the rules promulgated thereunder in relation to any proxy statement (as amended or supplemented, the "Proxy Statement") and any form of proxy to be sent to the stockholders of the Company in connection with the Stockholders' Meeting. The Company's board of directors shall recommend to the Company's stockholders that the stockholders vote in favor of the proposals for Stockholder Approval at the Stockholders' Meeting and take all commercially reasonable action (including, without limitation, the hiring of a proxy solicitation firm of nationally recognized standing) to solicit stockholder votes in respect of the Stockholder Approval. If the Company does not obtain Stockholder Approval at the Stockholders' Meeting, the Company shall call a meeting every ninety (90) days thereafter to seek Stockholder Approval until the date that Stockholder Approval is obtained (the "Exchange Limitation Date"). In the event that the Conversion Price on a Conversion Date would have been less than the applicable Minimum Price or Floor Price if not for the Company obtaining Stockholder Approval, then on any such Conversion Date the Stated Value shall automatically be increased by an amount equal to the product obtained by multiplying (A) the higher of (I) the highest price that the Common Stock trades at on the Trading Day immediately preceding such Conversion Date and (II) the applicable Conversion Price and (B) the difference obtained by subtracting (I) the number of shares of Common Stock delivered (or to be delivered) to the Holder on the applicable Conversion Date with respect to such conversion of Preferred Shares from (II) the quotient obtained by dividing (x) the applicable Conversion Amount that the Holder has elected to be the subject of the applicable conversion of Preferred Shares, by (y) the applicable Conversion Price. Notwithstanding anything to the contrary herein, the Conversion Price shall not be less than the Floor Price, which shall not be subject to any adjustment

 F- 26

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

 As
of December 31, 2024 and 2023, 0 shares of Series C Convertible Preferred Stock were issued and outstanding.

D Redeemable Preferred Stock

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

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

 Dividends. Under
 the terms of the Series D Preferred Stock, the Company shall not pay any dividends on the Series D Preferred Stock.

 Voting Rights. Each share of Series D Preferred Stock shall entitle the holder thereof (a) to vote exclusively with respect to the Reverse Stock Split proposal at the Company's next stockholder meeting following the Original Issue Date (and the Series D Preferred Stock shall not be entitled to vote on any other matter except to the extent required under Title 17 of the Wyoming Statutes or provided herein) and (b) to 10,000 votes per each share of Series D Preferred Stock and shall, except as required by law, vote together with the Common Stock and any other issued and outstanding shares of preferred stock of the Company that are entitled to vote thereon, as a single class. Notwithstanding the foregoing, in addition, as long as any shares of Series D Preferred Stock are outstanding, the Company shall not, without the affirmative vote of the Holders of a majority of the then outstanding shares of the Series D Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Series D Preferred Stock or alter or amend this Certificate of Designation, (b) amend the Articles of Incorporation or other charter documents of the Company in a manner adverse to the Holders, (c) increase the number of authorized shares of Series D Preferred Stock, or (d) enter into any agreement with respect to any of the foregoing.

 Liquidation. In addition, upon any liquidation, dissolution or winding-up of the Company, prior and in preference to the Common Stock, the Holders shall be entitled to receive out of the assets available for distribution to stockholders an amount in cash equal to 120 % of the aggregate Stated Value of all shares of Series D Preferred Stock held by such Holder

 Redemption. On
 the earlier of the date on which (i) the Company obtains Stockholder Approval and (ii) the SPA is terminated prior to the Second
 Closing, the Company shall immediately redeem, out of funds legally available therefor, each of the Series D Preferred Stock then
 outstanding at a redemption price equal to the Redemption Price, without the requirement for any notice or demand or other action
 by any Holder or any other person or entity, provided that a Holder may, in its sole discretion, waive such right to receive payment
 on the date of Stockholder Approval or such termination, in whole or in part, and any such waiver shall not affect any other rights
 of such Holder or any other Holder hereunder. Upon receipt of full payment in cash for a complete redemption, each Holder will promptly
 submit to the Company such Holder's Series D Preferred Stock certificates, if any, and such redeemed shares shall no longer
 be deemed to be outstanding.

 F- 27

 As
of December 31, 2024 and 2023, 0 shares of Series D Redeemable Preferred Stock were issued and outstanding.

 Security
purchase agreement

 On
August 2, 2024, the Company entered into a Securities Purchase Agreement (the "SPA") with certain accredited investors (the
"Purchasers") for the sale of (i) 2,800 shares of Series C Convertible Preferred Stock, par value $ 0.0001 per
share (the "Series C Preferred Stock", and the closing of such sale the "Second Closing") at a purchase price
of $ 1,000 per share for a total of $ 2,800,000 and (ii) 20,000 shares of Series D Redeemable Preferred Stock, par
value $ 0.0001 per share (the "Series D Preferred Stock" and the closing of such sale, the "First Closing")
at a purchase price of $ 0.0001 per share for a total of $ 2.00 (the "Offering"). Further to this initial investment,
the SPA contemplates additional investments for an additional $ 200,000.

 On
September 17, 2024, pursuant to section 8 of the SPA, the Purchasers and the Company have terminated the SPA and any and all obligations
therein for both the Company and the Purchasers under the SPA and any related transaction documents.

 Additionally,
given that the Series D Preferred Stock had already been issued to the Purchasers pursuant to section 1(b)(i) of the SPA, the Company
has exercised its right pursuant to section 9 of the Certificate of Designation of the Series D Preferred Stock and the Board of Directors
of the Company has approved the redemption of all of the 20,000 outstanding shares of Series D Preferred Stock for their stated
value of $ 0.0001 per share.

 Common
Stock

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

the year ended December 31, 2023, the Company had the following common stock transactions:

 308,192 shares and warrants issued to non-employees for services valued at $ 731,500.

 600,000 shares issued for employee compensation valued at $ 918,000.

 162,500 shares cancelled.

 275,000 shares issued for settlement of legal fees recognized in deferring offering costs, valued at $ 420,750

 120,000 shares issued for restricted stock awards to a company owned by our Chief Financial Officer.

the year ended December 31, 2024, the Company had the following common stock transactions:

 1,400,000 units, consisting of 1 common share, 1 Series A Warrant and 1 Series B Warrant, at a price of $ 4.25 per unit for gross proceeds of $ 5,950,000, from the IPO. After underwriting fees and discounts the net proceeds to the Company amounted to $ 5,324,000.

 143,262 shares issued for settlement to related and unrelated parties for accounts payable, valued at $ 286,808. Amounts settled to related parties were $ 77,095 ( 38,404 shares) to our CEO, $ 95,165 ( 47,584 shares) to our Chief Product Officer, and $ 21,250 ( 10,625 shares) to a company owned by our CFO.

 1,801,880 shares issued, with a fair value of $ 7,657,990, for settlement of convertible notes and accrued interest.

 291,941,733 shares issued for the cash and cashless exercise of 2,210,119 warrants for $ 82,121.

 691,404 shares issued for conversion of 1,910 shares of Series B Preferred Stock upon the closing of the IPO.

 As
of December 31, 2024 and 2023, 300,213,026 and 4,234,747 shares of common stock were issued and outstanding, respectively.

 F- 28

 NOTE
10 – STOCK-BASED COMPENSATION

the years ended December 31, 2024 and 2023, stock-based compensation was recognized as follows:

 2024

 2023

 Salaries and wages

 $
 -

 $
 918,000

 Research and development and other service providers

 -

 731,506

 General and administrative expenses - related party

 -

 30,600

 Professional fess -related party

 -

 Total

 $

 $
 1,680,106

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

the year ended December 31, 2023, the Company valued 100,000 common stock warrants granted for services with exercise price
of $ 1.00 and the term of 3 years, as a Level 3 fair value measurement using unobservable measurements and used a Black-Scholes
option pricing model. The Company determined a value of $ 349,000

the year ended December 31, 2024, the Company issued warrants as follows;

 1,609,900 series A warrants with exercise price of $ 5.53 and the term of 5 years

 1,610,000 series B warrants with exercise price of $ 8.50 and the term of 5 years

 495,076 Series
C warrants with exercise price of $ 8.50 and the term of 5 years

 28,750 Warrants issued in conjunction with convertible debt with exercise price for $ 0.01 and the term of 5 years

 A
summary of activity of the warrants during the year ended December 31, 2024 and 2023, are as follows:

 Warrants Outstanding

 Average

 Number of

 Average
 Exercise
 Price

 Remaining
 life
 (years)

 Outstanding, January 1, 2023

 361,500

 $
 5.62

 3.41

 Granted

 100,000

 1.00

 3.00

 Expired / cancelled

 -

 -

 -

 Exercised

 -

 -

 -

 Outstanding, December 31, 2023

 461,500

 $
 5.58

 2.58

 Granted

 3,743,726

 7.16

 5.00

 Expired / cancelled

 ( 104,000
)

 7.16

 -

 Exercised

 ( 2,254,874
)

 8.01

 -

 Outstanding, December 31, 2024

 1,846,352

 $
 5.48

 3.73

 The
intrinsic value of the warrants as of December 31, 2024 is $ 0. All of the outstanding warrants are exercisable as of December 31, 2024.

 F- 29

 2022
Equity Compensation Plan

 On
November 9, 2023, the Company's stockholders approved the 2022 Equity Compensation Plan, or the 2022 Plan. The 2022 Plan provides
that grants may be in any of the following forms: incentive stock options, nonqualified stock options, stock units, stock awards, dividend
equivalents and other stock-based awards. The 2022 Plan is administered and interpreted by the Compensation Committee of the Board of
Directors, or the Committee. The Committee has the authority to determine the individuals to whom grants will be made under the 2022
Plan, determine the type, size and terms of the grants, determine the time when grants will be made and the duration of any applicable
exercise or restriction period (subject to the limitations of the 2022 Plan) and deal with any other matters arising under the 2022 Plan.
The Committee presently consists of three directors, each of whom is a non-employee director of the Company. All the employees of the
Company and its subsidiaries are eligible for grants under the 2022 Plan. Non-employee directors of the Company are also eligible to
receive grants under the 2022 Plan.

 Restricted
Stock Awards

 On
November 2, 2023, the Company issued 120,000 restricted stock awards ("RSAs") representing 120,000 shares
of common stock to Thornhill Advisory Group, Inc, (f/k/a EverAsia Financial Group. Inc), a company owned by our Chief Financial Officer.
RSAs issued in connection with the 2022 Plan shall be subject to a twelve-month vesting period, whereas 10,000 shares shall
vest upon the first of every month. However, should the Company successfully complete an initial public offering of its common shares
on any stock exchange in the United States of America, 100 % of the then unvested RSAs shall immediately vest upon the completion
of the IPO.

the years ended December 31, 2024 and 2023, the Company recorded stock-based compensation of $ 153,000 and $ 30,600, respectively, related
to the issuance of RSAs. As of December 31, 2024 and 2023, there was $0 and $ 153,000 of total unrecognized expense related
to non-vested awards of RSAs. The cost was fully recognized, due to the Company's IPO being effective on February 23, 2024.

 The
total intrinsic value of awards released during 2023 was $0, as our common stock is not publicly traded.

 The
following summary reflects changes in the shares of Common Stock Restricted Stock Awards (RSA):

 Average

 Granted Date

 Amortization

 Fair Value

 Cost

 Unvested Outstanding at December 31, 2023

 100,000

 $
 1.53

 $

 Granted

 -

 -

 Vested /Released

 ( 100,000
)

 1.53

 ( 153,000
)

 Cancelled

 -

 Unvested Outstanding at December 31, 2024

 -

 $
 -

 $
 -

 NOTE
11 – RELATED PARTY TRANSACTIONS

 Operating
expense related party

the years ended December 31, 2024 and 2023, the Company incurred approximately $ 40,000 and $ 4,318, respectively, in investor marketing
and relations services from a company owned by the former chief strategy officer.

 Related
party payable

 On
August 1, 2022, the Company entered into a lending arrangement with a related party, the prior owner of Click Fish Media. The loan is
for a two ( 2) year term and accrued simple annual interest at a rate of 5 % per annum. As of December 31, 2024 and 2023, the remaining
note payable balance was $ 77,251 and $ 76,368, respectively, which includes all outstanding principle and accrued interest.

 F- 30

 Related
party management fees

the years ended December 31, 2024 and 2023, 47 Capital Management LLC, an entity wholly owned by the former CFO, billed the Company $ 0 and
$ 121,596 and the Company paid $ 20,000 and $ 88,399, respectively. 47 Capital Management LLC provide outsourced CFO services.

the year ended December 31, 2024 and 2023, Thornhill Advisory Group, Inc., an entity majority owned by the former CFO, billed the Company $ 297,457 and
$ 86,200, respectively and the Company paid $ 278,696 and $ 50,020 respectively. Thornhill Advisory Group provided financial
consulting services from May 2023 through October 2023. From November 2023 through December 2024, Thornhill Advisory Group, Inc. provided
outsourced CFO services.

 Related
party debt conversion to common stock

 In
January 2024, 38,404 shares, valued at $ 2.00 per share, for a total value of $ 76,807 were issued to our CEO for settlement
to related parties for accounts payable.

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

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

 NOTE
12 – LEGAL PROCEEDINGS

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

 The
Company received correspondence in February, 2023 from an attorney representing a former customer of the Company. The correspondence
contains allegations that the customer provided certain leads to the Company that were not processed by the Company according to the
agreement between the Company and the customer. Further, the customer alleges that it paid for the processing of those leads and that
it was entitled to a refund of a portion of its payment. The Company has requested details of which leads were not processed, however
the customer has not provided those details. The Company denies liability and intends to continue to vigorously defend any action, although
the probability of a favorable or unfavorable outcome is difficult to estimate as of this date. The result or impact of such allegations
are uncertain, including whether or not they could result in damages and/or awards of attorneys' fees or expenses. While the outcome
is uncertain, the Company has accrued $ 15,950 and accounted for it as Unearned Revenue until the matter is resolved.

 The
Company received a letter dated August 28, 2023, from an attorney hired on behalf of a former employee of the Company. This former employee
offered her resignation, which was accepted on July 12, 2023. This letter contains allegations that the former employee was sexually
harassed and terminated wrongfully by the Company. The Company is of the opinion that allegations in this letter lack merit. The Company
has reported this matter to its insurance carrier and outside counsel has been engaged. The Company denies liability and intends to continue
to vigorously defend any action, although the probability of a favorable or unfavorable outcome is difficult to estimate as of this date.
The result or impact of such allegations are uncertain, including whether or not they could result in damages and/or awards of attorneys'
fees or expenses. In December 2023 the former employee's attorney requested that the parties attend mediation, however a date for
said mediation has not been determined. In December 2024, the EEOC dismissed the case.

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

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

 Carstens,
Allen & Gourley, LLP ("Carstens") commenced an action before the Texas Civil Court against the Company on or about August
12, 2024 ("Lawsuit"). In the Lawsuit, Carstens alleges that the Company was in breach of contract by failure and refusal
to pay attorneys' fees that it owes to Carstens. The Company has entered into settlement negotiations with Carstens. In December,
2024, Carstens filed for a default judgement for the unpaid fees. The Company is negotiating with Carstens for a mutually acceptable
settlement.

 On
December 16, 2024, MAI Voice GCO, LLC filed a verified complaint alleging breach of contract and seeking $ 32,090. The Company denies
liability and intends vigorously defend the action that was brought, although the probability of a favorable or unfavorable outcome is
difficult to estimate as of this date. The result or impact of such allegations are uncertain, including whether or not they could result
in damages and/or awards of attorneys' fees or expenses.

 F- 31

 NOTE
13 – INCOME TAXES

 Components
of income tax expense (benefit) are as follows for the years ended December 31, 2024, and 2023:

 2024

 2023

 Current tax expense:

 Current Income Tax Expense - federal

 $
 -

 $
 -

 Current Income Tax Expense - state

 -

 -

 Total

 $
 -

 $
 -

 The
tax effects of temporary differences which give rise to the significant portions of deferred tax assets or liabilities are as follows
at December 31, 2024 and 2023:

 2024

 2023

 Deferred tax assets

 Net Operating loss Carryforward

 $
 4,795,042

 $
 3,308,651

 Capital Loss Carryover

 295,299

 295,299

 Net Lease Liability

 -

 5,908

 Stock Compensation

 18,632,030

 18,593,252

 Software Development Costs

 315,521

 337,968

 Total Deferred tax assets

 $
 24,037,892

 $
 22,541,078

 Deferred Tax liabilities:

 Depreciation

 $
 ( 4,793
)

 $
 ( 5,897
)

 Total Deferred tax liabilities

 $
 ( 4,793
)

 $
 ( 5,897
)

 Less: valuation allowance

 $
 ( 24,033,099
)

 $
 ( 22,535,181
)

 Net deferred tax assets

 $
 -

 $
 -

 The Company will have approximately $ 18.9 and
$ 13.1 million of gross net operating loss carry-forwards at December 31, 2024 and 2023, respectively. Federal NOLs do not expire,
but are subject to 80% income limitation on use; state and local laws may vary by jurisdiction. Net deferred tax assets are mainly
comprised of temporary differences between financial statement carrying amount and tax basis of assets and liabilities.

 ASC
740 requires a valuation allowance to reduce the deferred tax assets reported if, based on the weight of the evidence, it is more likely
than not that some portion or all of the deferred tax assets will not be realized. At December 31, 2024 and 2023, respectively, a full
valuation allowance was recognized.

 In
addition, the Company performed a comprehensive review of its uncertain tax positions and determined that no adjustments were necessary
relating to unrecognized tax benefits at December 31, 2024 and 2023. The Company's federal and state income tax returns are subject
to examination by taxing authorities for three years after the returns are filed, and as such the Company's federal and state income
tax returns remain open to examination.

 The
reconciliation of the income tax benefit is computed at the U.S. federal statutory rate as follows:

 2024

 2023

 Federal statutory income tax at 21%

 21.00
 %

 21.00
 %

 State income taxes, net of federal benefits

 4.35
 %

 3.55
 %

 Permanent Differences

 ( 9.74
)%

 ( 5.13
)%

 Impact of tax rate change

 0.00
 %

 2.34
 %

 Prior period adjustment

 0.00
 %

 1.96
 %

 Application of a full valuation allowance

 ( 15.61
)%

 ( 23.72
)%

 Provision for income taxes

 -

 -

 NOTE
14 – COMMITMENTS AND CONTINGENCIES

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

 F- 32

 NOTE
15 – PREPAID EXPENSE

 As
of December 31, 2024 and 2023, prepaid expenses consisted of the following:

 2024

 2023

 Prepaid operating expense

 $
 53,627

 $
 -

 Prepaid insurance

 23,449

 -

 Prepaid rent

 -

 Prepaid expense

 $
 77,076

 $

 NOTE
16 – SEGMENT REPORT

 Our
Chief Executive Officer ("CEO") is the chief operating decision maker who reviews financial information for purposes of allocating
resources and evaluating financial performance. Accordingly, we determined we operate in a single reporting segment – being a provider
of conversational artificial intelligence technology.

 Our
CEO assesses performance and decides how to allocate resources primarily based on net income, which is reported on our Statements of
Operations. Total assets on the Balance Sheets represent our segment assets.

 NOTE
17 – SUBSEQUENT EVENTS

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

Notes

 On
January 16,2025, the Company amended the convertible note agreement dated December 20,2024 (Note 6) by increasing the principal amount
from $ 60,000 to $ 96,000 and debt discount of $ 10,000 to $ 16,000 at a 20 % interest rate compounded monthly with
maturity date of June 20,2025. The Company obtained the additional amened principal of $ 36,000 (including $ 6,000 debt
discount) in amount of $ 30,000 on January 1,2015.

 In
March, 2025, the Company entered into a Convertible Note with a principal amount of $ 56,000 at a 12 % interest rate and a maturity
date in 180 days from the date of issue.

 In
March, 2025, entered into a Convertible Note with a principal amount of $ 30,000 including $ 5,000 debt discount at a 15 %
interest rate and a maturity date 9 months from the date of issue.

 In
March, 2025, entered into a Convertible Note with a principal amount of $ 285,714.29 including $ 85,714.29 debt discount at a 10 %
interest rate and a maturity date 9 months from the date of issue.

 In
March, 2025, entered into a Convertible Note with a principal amount of $ 30,000 including $ 5,000 debt discount at a 15 %
interest rate and a maturity date 9 months from the date of issue.

 On
March 6, 2025, The Company entered into a settlement liquidate damages penalty of $ 500,000 to be paid in common stock of the Company
with an investor in conjunction with default of issuance common stock on time related to warrants. During March -May 2025, the Company
issued 204,555,000 shares of common stock for partial settlement penalty of $ 500,000.

 On
March 20, 2025, The Company entered into a settlement liquidate damages penalty of $ 210,375 to be paid by issuance 140,000, 000 shares
of common stock with an investor in conjunction with default of issuance common stock on time related to 3,400 Service C of warrants.
In March 2025, the Company issued 23,000,000 shares of common stock for partial settlement penalty of $ 210,375.

 In
May 2025, the Company issued 83,142,858 shares of common stock for conversion of $ 29.100 partial principal and interest related to convertible
note of $ 57,500 issued on November 13, 2024.

 On
May 13, 2025, the Company entered into a Senior Secured Convertible Note with a principal amount of $ 3,333,333 including $ 333,333 debt
discount at a 10 % interest rate per annum with maturity date of twelve (12) months after the original issue date of the Convertible
Note. The principal amount to be paid in one or more tranches. In addition, the Company entered into a share purchase warrant agreement
with the noteholder for warrant shares of 611,111,111 with an exercise price of $ 0.001 per share for a period of 5 years.

 Legal
Matters

 In
March, 2025, Berkowitz Pollack & Brant Advisors filed a lawsuit against the Company for unpaid professional fees in the amount of
$ 48,057.

 In
April 2025, the Company settled a lawsuit previously filed against the Company by Carstens Allen and Gourley. The Company agreed to pay
Carstens the total sum of $ 160,000 in 13 payments. Upon signing the settlement, Carstens filed with the courts to dismiss the lawsuit.

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