Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2024

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

For the transition period from ________to ________.

Commission File Number 000-56565

ONEMETA INC.

(Exact name of registrant as specified in its charter)

Nevada		20-5150818
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

450 South 400 Esat, Suite 200, Bountiful, UT 84010

(Address of principal executive offices, including zip code)

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

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

Title of each class		Trading Symbol		Name of exchange on which registered
None.

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

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

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

Large Accelerated Filer ☐

Accelerated Filer ☐

Non-Accelerated Filer ☐

Smaller Reporting Company ☒

Emerging Growth Company ☐

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

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

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

Title or class		Shares outstanding as of May 9, 2024
Common Stock, $0.001 par value		33,082,960

Series A Preferred, $0.001 par value		2,068

Series B-1 Preferred, $0.001 par value		8,619,420

TABLE OF CONTENTS

PART I.	FINANCIAL INFORMATION	3

Item 1.	Financial Statements (Unaudited)	3

	Balance Sheets	3

	Statements of Operations	4

	Statements of Changes in Stockholders’ Equity (Deficit)	5

	Statements of Cash Flows	6

	Notes to Financial Statements (Unaudited)	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12

Item 4.	Controls and Procedures	16

PART II.	OTHER INFORMATION	17

Item 1.	Legal Proceedings	17

Item 1A.	Risk Factors	17

Item 6.	Exhibits	18

SIGNATURES		19

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ONEMETA INC.

BALANCE SHEETS

(Unaudited)

	March 31, 2024			December 31, 2023

ASSETS
Current assets:
Cash	$	200,092		$	1,129,935
Accounts receivable		6,160			6,935
Prepaid and other current assets		14,295			6,820
Total current assets		220,511			1,143,690

Total assets	$	220,511		$	1,143,690

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	417,681		$	522,917
Accrued expenses, related party		258,390			281,012
Deferred revenue		16,000			-
Note payable, related party		221,990			221,990
Total current liabilities		914,061			1,025,919
Total liabilities		914,061			1,025,919

STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred stock, $0.001 par value, 50,000,000 shares authorized,
Series A preferred stock, $0.001 par value, 2,068 shares authorized, 2,068 issued and outstanding		2			2
Series B-1 convertible preferred stock, $0.001 par value, 8,619,420 shares authorized, 8,619,420 shares issued and outstanding		862			862
Preferred stock, value		862			862
Common stock, $0.001 par value, 500,000,000 shares authorized, 33,082,960 and 32,995,460 shares issued and outstanding, respectively		33,083			32,996
Additional paid in capital		34,118,396			33,992,707
Accumulated deficit		(34,845,893	)		(33,908,796	)
Total stockholders’ equity (deficit)		(693,550	)		117,771
Total liabilities and stockholders’ equity (deficit)	$	220,511		$	1,143,690

See accompanying notes to the unaudited financial statements.

ONEMETA INC.

STATEMENTS OF OPERATIONS

(Unaudited)

	Three months ended			Three months ended
	March 31, 2024			March 31, 2023

Revenue	$	5,387		$	3,160
Total revenue		5,387			3,160

Operating expenses:
Research and development		232,889			145,032
General and administrative		464,039			305,459
Advertising and marketing		33,026			60,607
Legal and professional		205,651			24,584

Total operating expenses		935,605			535,682

Loss from operations		(930,218	)		(532,522	)

Other expense:

Interest expense		(6,879	)		(9,891	)

Total other expense		(6,879	)		(9,891	)

Net loss	$	(937,097	)	$	(542,413	)

Net loss per common share:
Basic	$	(0.03	)	$	(0.02	)
Diluted	$	(0.03	)	$	(0.02	)

Weighted average common shares outstanding:
Basic		33,046,016			24,983,593
Diluted		33,046,016			24,983,593

See accompanying notes to the unaudited financial statements.

ONEMETA INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

For the three months ended March 31, 2024 and 2023

(Unaudited)


	Series B-1 Convertible Preferred Stock				Series A Preferred Stock				Series B-1 Convertible Preferred Stock				Common Stock				Additional paid-in		Accumulated
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		capital		Deficit			Total

Balance, December 31, 2023		-	$	-		2,068	$	2		8,619,420	$	862		32,995,460	$	32,996	$	33,992,707	$	(33,908,796	)	$	117,771
Common shares issued for cash		-		-		-		-		-		-		87,500		87		34,913		-			35,000
Stock based compensation		-		-		-		-		-		-		-		-		84,663		-			84,663
Contributed capital		-		-		-		-		-		-		-		-		4,448		-			4,448
Imputed interest		-		-		-		-		-		-		-		-		1,665		-			1,665
Net loss		-		-		-		-		-		-		-		-		-		(937,097	)		(937,097	)
Balance, March 31, 2024		-	$	-		2,068	$	2		8,619,420	$	862		33,082,960	$	33,083	$	34,118,396	$	(34,845,893	)	$	(693,550	)

Balance, December 31, 2022		5,673,346	$	4,016,616		2,068	$	2		-	$	-		24,983,593	$	24,984	$	24,156,001	$	(27,761,733	)		(3,580,746	)
Balance		5,673,346	$	4,016,616		2,068	$	2		-	$	-		24,983,593	$	24,984	$	24,156,001	$	(27,761,733	)		(3,580,746	)
Common shares issued for cash		-		-		-		-		-		-		437,500		437		174,563		-			175,000
Stock based compensation		-		-		-		-		-		-		30,000		30		11,970		-			12,000
Imputed interest		-		-		-		-		-		-		-		-		1,665		-			1,665
Net loss		-		-		-		-		-		-		-		-		-		(542,413	)		(542,413	)
Balance, March 31, 2023		5,673,346	$	4,016,616		2,068	$	2		-	$	-		25,451,093	$	25,451	$	24,344,199	$	(28,304,146	)	$	(3,934,494	)
Balance		5,673,346	$	4,016,616		2,068	$	2		-	$	-		25,451,093	$	25,451	$	24,344,199	$	(28,304,146	)	$	(3,934,494	)

See accompanying notes to the unaudited financial statements.

ONEMETA INC.

STATEMENTS OF CASH FLOWS

(Unaudited)

	Three Months ended March 31, 2024			Three Months ended March 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(937,097	)	$	(542,413	)
Adjustment to reconcile net loss to cash used in operating activities:
Imputed interest		1,665			1,665
Stock based compensation		84,663			12,000
Amortization		-			97,953
Net change in:
Accounts receivable		775			-
Prepaid and other current assets		(7,439	)		-
Accounts payable		(15,796	)		46,024
Accrued expenses, related party		(107,614	)		11,211
Deferred revenue		16,000			-

CASH FLOWS USED IN OPERATING ACTIVITIES		(964,843	)		(373,560	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common shares		35,000			175,000

CASH FLOWS PROVIDED BY FINANCING ACTIVITIES		35,000			175,000

NET CHANGE IN CASH		(929,843	)		(198,560	)
Cash, beginning of period		1,129,935			400,703
Cash, end of period	$	200,092		$	202,143

SUPPLEMENTAL CASH FLOW INFORMATION

Cash paid on interest expense	$	-		$	-
Cash paid for income taxes	$	-		$	-

NON-CASH TRANSACTIONS
Expenses paid on the Company’s behalf	$	89,440		$	78,049
Contributed capital	$	4,448		$	-

See accompanying notes to the unaudited financial statements.

OneMeta Inc.

(Formerly OneMeta AI)

Notes to the Financial Statements

(Unaudited)

Note 1. Basis of Presentation

The accompanying unaudited interim financial statements of OneMeta Inc. (“we”, “our”, “OneMeta” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with the financial statements and notes thereto contained in the Company’s fiscal 2023 financial statements. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for our interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements that would substantially duplicate the disclosure contained in the financial statements for fiscal 2023, have been omitted.

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

Note 2. Summary of Significant Accounting Policies

Use of Estimates

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

Cash and Cash Equivalents

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

Accounts Receivable

Accounts receivable are comprised of unsecured amounts due from customers. The Company carries its accounts receivable at their face amounts less an allowance for credit losses. The allowance for credit losses is recognized based on management’s estimate of likely losses per year, based on past experience and review of customer profiles and the aging of receivable balances. As of March 31, 2024 and December 31, 2023, there was no allowance for credit losses.

Property and Equipment

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

Schedule of Property and Equipment

Estimated

Category

Useful

Lives

Building and improvements

3 years

Related Parties

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

Fair Value of Financial Instruments

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

Revenue Recognition

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

●	Identification of the contract with a customer
●	Identification of the performance obligations in the contract
●	Determination of the transaction price
●	Allocation of the transaction price to the performance obligations in the contract
●	Recognition of revenue when, or as, the Company satisfies a performance obligation

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

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

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

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

Disaggregation of revenues

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

Schedule of Disaggregation of Revenue

	Three Months Ended March 31, 2024		Three Months Ended March 31, 2023
Subscription and license revenue	$	5,387	$	85
Training and education		-		3,075
Total revenue	$	5,387	$	3,160

Deferred Revenue

Deferred revenue includes service and support contracts and represents the undelivered performance obligation of agreements that are typically for one year or less. As of March 31, 2024 and December 31, 2023, deferred revenue was $16,000 and $0, respectively.

Basic and Diluted Loss Per Share

Basic loss per common share is computed by dividing the net loss available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted loss per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. Accordingly, the number of weighted average shares outstanding, as well as the amount of net loss per share are presented for basic and diluted per share calculations for the three months ended March 31, 2024 and 2023, reflected in the accompanying statement of operations.

Recent Accounting Pronouncements

The Company does not believe that any recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying financial statements.

Note 3. Going Concern

These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. As of March 31, 2024, the Company had not yet achieved profitable operations and expects to incur further losses in the development of its business, all of which raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has no formal plan in place to address this concern but considers that the Company will be able to obtain additional funds by equity financing and/or related party advances, however, there is no assurance of additional funding being available.

Note 4. Related Party Transactions

Expense paid on the Company’s behalf

During the three months ended March 31, 2024 and 2023, Mr. Day paid $89,440 and $78,049 of expenses on the Company’s behalf and was repaid $65,328 and $48,015, respectively. As of March 31, 2024 and December 31, 2023, the balance owed to Mr. Day was $28,448 and $4,337, respectively.

Founder note

Rowland Day, the Company’s prior CEO agreed to provide the necessary working capital for the Company’s business. At the end of each calendar quarter the convertible promissory note is adjusted based upon the funds provided. The convertible promissory note bears interest at 5% and is convertible into Series B-1 preferred stock at the rate of $0.10 per share. During the three months ended March 31, 2024 and 2023, this Company recorded imputed interest expense of $1,665. On October 1, 2023, with no consideration given, Mr. Day agreed to waive the convertible feature on the note payable, related party. As of March 31, 2024 and December 31, 2023, the note payable, related party principal balance was $221,990, with accrued interest of $36,073 and $33,299, respectively.

Accrued salary and interest

On October 1, 2023, the Company and Mr. Day entered into a settlement and general release agreement. Per the agreement, Mr. Day agreed to settle all accrued salary and interest for service provided prior to September 1, 2022. As a result, the Company recorded a settlement of $351,459 as a contribution to capital during the year ended December 31, 2023. During the three months ended March 31, 2024, the Company recorded an additional $4,448 as a contribution to capital related to the settlement.

Note 5. Equity

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

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

Common Stock

On February 6, 2024, the Company issued 87,500 shares of common stock at $0.40 per share and collected $35,000.

Preferred Stock

Series A Convertible Preferred Stock

In April 2008, our board of directors designated 5,000,000 shares of our preferred stock as Series A Convertible Preferred Stock (“Series A”) with a par value of $0.001. On May 1, 2023, the Company amended their Series A to decrease the authorized shares to 2,068 shares. Series A has liquidation and dividend preferences. Each share of Series A has voting rights equal to the amount of shares of common stock the Series A is convertible to and is convertible on a 1 to 1.25 common share basis. As of March 31, 2024 and December 31, 2023, there are 2,068 shares of Series A-1 issued and outstanding.

Series B-1 Convertible Preferred Stock

In October 2015, our board of directors designated 3,107,438 shares of our preferred stock as Series B-1 Convertible Preferred Stock (“Series B-1”) with the redemption value of $0.70798 per share. Series B-1 has liquidation and dividend preferences. Each share of Series B-1 has voting rights 3.2x (times) that of the number of votes that is equal to the number of common stock the series of preferred shares are convertible into. Each share is convertible on a 1 to 11 common share basis. Series B-1 preferred shares also include covenants requiring 51% of the outstanding votes of the series of stock to amend or repeal any incorporation documents that would alter the rights or preferences of Series B-1, alter the authorized number of shares of the series, create or issue any classes of preferred stock senior to the Series B-1, amend the company’s bylaws, or enter into a transaction that would result in a change in control. Series B-1 is included in mezzanine equity on the balance sheet, because it is convertible at the redemption value into a variable number of shares. On May 2, 2023, the Board approved an addendum to the Share Exchange Agreement previously entered into on August 1, 2022, between the Company, Metalanguage, and Saul Leal. The Addendum provided for the additional issuance of 2,946,074 shares of Series B-1 Convertible preferred stock to the sole shareholder of Metalanguage who is also the CEO of the Company, Saul Leal. On September 30, 2023, the Company amended their Articles of Incorporation to remove the redemption right on the Series B-1, which was reclassified from mezzanine equity to permanent equity on the balance sheet. As of March 31, 2024 and December 31, 2023, there are 8,619,420 shares of Series B-1 issued and outstanding.

Series B-2 Convertible Preferred Stock

In October 2015, our board of directors designated 3,107,438 shares of our preferred stock as Series B-2 Convertible Preferred Stock (“Series B-2”) with a par value of $0.001. On May 1, 2023, the Company amended their Series B-2 to decrease the authorized shares to 0 shares. Series B-2 have no liquidation or dividend preferences. Each share of Series B-2 has voting rights equal to the amount of shares of common stock the Series A is convertible to and is convertible on a 1 to 1 common share basis and shall automatically be converted into common shares up the Public Offering Closing. As of March 31, 2024 and December 31, 2023, there are no shares of Series B-2 issued and outstanding.

Stock Warrants

The following table summarizes the stock warrant activity for the three months ended March 31, 2024:

Schedule of Warrant Outstanding

	Warrants		Weighted-Average Exercise Price Per Share
Outstanding, December 31, 2023		350,000	$	1.29
Granted		–		–
Exercised		–		–
Forfeited		–		–
Expired		–		–
Outstanding, March 31, 2024		350,000	$	1.29

As of March 31, 2024 the outstanding and exercisable warrants have a weighted average remaining term of 4.06 with no intrinsic value, respectively.

Stock Options

On January 24, 2024, the board of directors approved the issuance of 750,000 options to a director. The options have a ten-year term at an exercise price of $0.51 and vest in 4 equal annual installments beginning one year from the issuance date. The total fair value of these option grants at issuance was $368,386.

The Company valued the stock options using the Black-Scholes model with the following key assumptions: Stock price $0.51, Exercise price $0.51, Term 10 years, Volatility 162.68% and Discount rate 4.14%.

During the three months ended March 31, 2024, the Company recognized $84,663 of expense related to outstanding stock options.

The following table summarizes the stock option activity for the three months ended March 31, 2024:

Schedule of Stock Options

	Options		Weighted-Average Exercise Price Per Share
Outstanding, December 31, 2023		3,645,000	$	0.43
Granted		750,000		0.51
Exercised		–		–
Forfeited		–		–
Expired		–		–
Outstanding, March 31, 2024		4,395,000	$	0.43
Exercisable, March 31, 2024		490,000	$	0.47

As of March 31, 2024, the outstanding and exercisable options have a weighted average remaining term of 5.46 with an intrinsic value of $137,125.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion of our financial condition and results of operations in conjunction with the condensed financial statements and the notes thereto included elsewhere in this Quarterly Report on Form 10-Q and with our audited financial statements included in our registration statement filed pursuant to Section 12(g) of The Securities Exchange Act of 1934, as amended, with the Securities and Exchange Commission on June 30, 2023, as amended by Amendment No. 1, filed with the Securities and Exchange Commission on August 25, 2023, and Amendment No 2, filed with the Securities and Exchange Commission on September 19, 2023. (“Registration Statement”). In addition to historical condensed financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements.

Overview

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

Business Summary

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

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

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

Our Products

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

	●	Verbum. Verbum supports near-real time web-based conversations, discussions, meetings, and online chats in 112 languages and 40 dialects, enabling fluent and effective communication among individuals that do not speak the same language. This product is distributed through the Company’s online platform, direct sales to businesses and organizations, and the Company is attempting to develop partnerships with existing video conferencing providers. The competitive position is against other video conferencing providers that also offer live interpretation services, such as Microsoft Teams, Zoom and Google Meet. The Company believes its main competitors are organizations that supply human interpreters which can be 10X times more expensive than the Company’s Verbum product. The primary market for the Company’s Verbum product is for organizations or individuals that require real-time interpretation services.

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

Components of Our Results of Operations

Net Revenue

We currently derive our revenue primarily from the sale of our products. We expect our net revenue to increase in the foreseeable future as we add new customers and offer additional products, though net revenue may fluctuate from quarter to quarter due to a variety of factors, including the pace of research and development and completion of additional products.

Operating Expenses

Operating expenses consist primarily of research and development, salaries and benefits, infrastructure and equipment, professional services and distribution and delivery.

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

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

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

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

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

Total Other Expense

Other expenses consist primarily of interest expense. It also includes any gains and loss attributable to the changes in fair market value from the derivative liabilities associated with the issuance of convertible notes.

Results of Operations for the Three Months Ended March 31, 2024 and 2023

The following table summarizes selected items from the statement of operations for the three months ended March 31, 2024 and 2023, respectively.

	Three months ended			Three months ended			Increase/
	March 31, 2024			March 31, 2023			(Decrease)

Revenue	$	5,387		$	3,160		$	2,227
Total revenue		5,387			3,160			2,227

Operating expenses:
Research and development		232,889			145,032			87,857
General and administrative		464,039			305,459			158,580
Advertising and marketing		33,026			60,607			(27,581	)
Legal and professional		205,651			24,584			181,067

Total operating expenses		935,605			535,682			399,923

Loss from operations		(930,218	)		(532,522	)		397,696

Other expense:

Interest expense		(6,879	)		(9,891	)		(3,012	)

Total other expense		(6,879	)		(9,891	)		(3,012	)

Net loss	$	(937,097	)	$	(542,413	)	$	394,684

Net Revenue

Our net revenue for the three months ended March 31, 2024 was $5,387, compared to $3,160 for the three months ended March 31, 2024, an increase of $2,227. We had little revenue for both periods as our products have been in the development stage and we have not secured any large scale customer contracts.

Operating Expenses

Our total operating expenses for the three months ended March 31, 2024, were $935,605, compared to $535,682 for the three months ended March 31, 2023, an increase of $399,923. The increase in our operating expenses was primarily a result of an increase in (i) research and development expenses, from $145,032 for the three months ended March 31, 2023 to $232,889 for the three months ended March 31, 2024, (ii) general and administrative expenses, from $305,459 for the three months ended March 31, 2023 to $464,039 for the three months ended March 31, 2024, and (iii) legal and professional expenses, from $24,584 for the three months ended March 31, 2023 to $205,651 for the three months ended March 31, 2024, each of which were connected to the development and marketing of translation and transcription products following the Acquisition, and increased consulting fees related to the registration of the Company with the SEC.

Other Expense

For the three months ended March 31, 2024, other expense was $6,879. For the three months ended March 31, 2023, other expense was $9,891. Other expense decreased by $3,012 primarily due to decreased interest expense in 2024.

Net Loss

Net loss for the three months ended March 31, 2024, was $937,097, compared to $542,413 for the three months ended March 31, 2023, an increased net loss of $394,684. The increased net loss was primarily due to $399,923 of increased operating expenses.

Liquidity and Capital Resources

The following table summarizes our total current assets, liabilities and working capital as of March 31, 2024 and December 31, 2023.

	March 31, 2024			December 31, 2023
Current Assets	$	220,511		$	1,143,690

Current Liabilities	$	914,061		$	1,025,919

Working Capital (Deficit)	$	(693,550	)	$	117,771

As of March 31, 2024, we had working deficit of $693,550. We have incurred net losses since our inception and we anticipate net losses and negative operating cash flows for the near future and we may not be profitable or realize growth in the value of our assets. To date, our primary sources of capital have been cash generated from common stock sales and debt financing. As of March 31, 2024, we had cash of $200,092, total liabilities of $914,061, and an accumulated deficit of $34,845,893. As of December 31, 2023, we had cash of $1,129,935, total liabilities of $1,025,919, and an accumulated deficit of $33,908,796.

Cash Flow

Comparison of the Three Months Ended March 31, 2024 and the Three Months Ended March 31, 2023

The following table sets forth the primary sources and uses of cash for the periods presented below:

	Three Months Ended
	March 31,
	2024			2023
Net cash used in operating activities	$	(964,843	)	$	(373,560	)
Net cash provided by financing activities		35,000			175,000

Net change in cash	$	(929,843	)	$	(198,560	)

Net Cash Used in Operating Activities

Net cash used in operating activities was $964,843 for the three months ended March 31, 2024, compared to $373,560 for the three months ended March 31, 2023, an increase of $591,283. The increase was primarily due to our net loss.

Net Cash Provided by Financing Activities

Net cash provided by financing activities was $35,000 for the three months ended March 31, 2024, compared to $175,000 for the nine months ended March 31, 2023, a decrease of $140,000. Our decreased cash provided by financing activities was primarily attributable to our decrease in sales of our common stock.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our financial results are affected by the selection and application of accounting policies and methods. In the three-month period ended March 31, 2024, there were no changes to the application of critical accounting policies previously disclosed in the Registration Statement.

CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

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

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

NOTICE REGARDING TRADEMARKS

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

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining adequate disclosure controls and procedures for our company. Consequently, our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Exchange Act as of March 31, 2024. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. Based on that evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

During the three-month period ended March 31, 2024, there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934).

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

ITEM 1A. RISK FACTORS

As a smaller reporting company, we are not required to provide information typically disclosed under this item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Common Stock

During the three months ended March 31, 2024, the Company issued 87,500 shares of common stock at $0.40 per share and collected $35,000.

Stock Options

During the three months ended March 31, 2024, the board of directors approved the issuance of 750,000 options to a director. The options have a ten-year term at an exercise price of $0.51 and vest in four equal annual installments beginning one year from the issuance date. The total fair value of these option grants at issuance was $368,386. The Company valued the stock options using the Black-Scholes model with the following key assumptions: Stock price $0.51, Exercise price $0.51, Term 10 years, Volatility 162.68% and Discount rate 4.14%.

During the three months ended March 31, 2024, the Company recognized $84,663 of expense related to outstanding stock options.

As of March 31, 2024, the outstanding and exercisable options had a weighted average remaining term of 5.46 with an intrinsic value of $137,125.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None

ITEM 4. MINE SAFETY DISCLOSURES

The disclosure required by this item is not applicable.

ITEM 5. OTHER INFORMATION

During the three-month period ended March 31, 2024, no director or officer adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408.

ITEM 6. EXHIBITS.

Exhibit		Description
3.1*		Amended and Restated Articles of Incorporation.
21.1**		Subsidiaries of OneMeta Inc.
31.1*		Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a)
31.2*		Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a)
32.1*		Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*		Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

*	Filed herewith
**	Previously filed
†	Indicates management contract or compensatory plan or arrangement

SIGNATURES

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

Signature	Title	Date

/s/ Saul Leal	Chief Executive Officer	May 10, 2024
Saul Leal	(Principal Executive Officer)

/s/ Rowland Day	President, Chief Financial Officer	May 10, 2024
Rowland Day	(Principal Accounting and Financial Officer)

Exhibit 3.1

AMENDED AND RESTATED ARTICLES OF INCORPORATION

ONEMETA INC.

ARTICLE I: NAME

The name of this corporation is OneMeta Inc. (the “Company”)

ARTICLE II: RESIDENT AGENT

The resident agent of the Company is:

EDGAR First, Inc.,

5440 West Sahara Avenue, Suite 202

Las Vegas, Nevada 89146

ARTICLE III: PURPOSES

The nature of the business or purposes to be conducted or promoted by the Company is to engage in any lawful act or activity for which corporations may be incorporated under Nevada Revised Statutes

ARTICLE IV: NUMBER OF DIRECTORS

The number of directors of the Company may be increased or decreased by a duly adopted amendment to the Bylaws of the Company.

ARTICLE V: CAPITAL STOCK

The aggregate number of shares which the Company shall have authority to issue shall consist of 500,000,000 shares of Common Stock, par value $0.001, and 50,000,000 shares of Preferred Stock, par value $0.001, out of which the Company is authorized to issue 2,068 shares of Series A Preferred Stock, and 8,619,420 of Series B Preferred Stock. The Common Stock and Preferred Stock of the Company may be issued from time to time without prior approval by the stockholders. The Common Stock and/or Preferred Stock may be issued for such consideration as may be fixed from time to time by the Board of Directors. The Board of Directors may issue such share of Common Stock and/or Preferred Stock in one or more series, with such voting powers, designations, preferences and rights or qualifications, limitations or restrictions thereof as shall be stated in the resolution or resolutions.

The following is a statement of the designations and powers, privileges and rights, and the qualifications, limitations or restrictions thereof in respect of each class of capital stock of the Company:

Common Stock

1.1 General. The voting, dividend and liquidation rights of the holders of the Common Stock are subject to and qualified by the rights, powers and preferences of the holders of the Preferred Stock set forth herein.

1.2 Voting. The holders of the Common Stock are entitled to one (1) vote for each share of Common Stock held at all meetings of stockholders (and written actions in lieu of meetings);

Preferred Stock

The Preferred Stock of the Company is hereby designated as “Series A Preferred Stock” and “Series B Preferred Stock”, which in turn is initially comprised of Series B-1 Preferred Stock, with the following rights, preferences, powers, privileges and restrictions, qualifications and limitations:

2.	Series A Preferred Stock

The Series A Preferred Stock shall have the following rights, powers, privileges and restrictions, qualifications and limitations:

2.1 Liquidation Rights. In the event of any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, the funds and assets of the Company that may be legally distributed to the Company’s shareholders (the “Available Funds and Assets”) shall be distributed to shareholders in the following manner:

A. Liquidation Preferences. The holders of each share of Series A Preferred Stock then issued and outstanding shall be entitled to be paid, out of the Available Funds and Assets, prior and in preference to any payment or distribution (or any setting apart of any payment or distribution) of any Available Funds and Assets on any shares of Common Stock, an amount per share equal to the Original Issue Price of the Series A Preferred Stock. If upon any liquidation, dissolution or winding up of the Company, the Available Funds and Assets shall be insufficient to permit the payment to holders of the Series A Preferred Stock of their full preferential amounts described in this Section 2.2(A), then the Available Funds and Assets shall be distributed ratably among the holders of Series A Preferred Stock in proportion to the amount of such stock owned by each such holder.

B. Participation Rights. If there are any Available Funds and Assets remaining after the payment or distribution (or the setting aside for payment or distribution) to the holders of the Series A Preferred Stock of their full preferential amounts described above in this Section 2.1(A), then all such remaining Available Funds and Assets shall be distributed among the holders of the then outstanding Common Stock and Series A Preferred Stock pro rata according to the number of shares of Common Stock held by such holders, where, for this purpose, each holder of shares of Series A Preferred Stock is deemed to hold the greatest whole number of shares of Common Stock then issuable upon conversion of all shares of Series A Preferred Stock held by such holder pursuant to Section 2.4.

C. Merger or Sale of Assets. A (i) consolidation or merger of the Company with or into any other corporation or corporations in which the holders of record of the Company’s outstanding shares immediately before such consolidation or merger do not, immediately after such consolidation or merger, hold (by virtue of securities issued as consideration in such transaction or otherwise) a majority of the voting power of the surviving corporation of such consolidation or merger; or (ii) sale of all or substantially all of the assets of the Company, shall each be deemed to be a liquidation, dissolution or winding up of the Company as those terms are used in this Section 2.1.

(i) Non-Cash Consideration. If any assets of the Company distributed to shareholders in connection with any liquidation, dissolution, or winding up of the Company are other than cash, then the value of such assets shall be their fair market value as determined by the Board, except that any securities to be distributed to shareholders in a liquidation, dissolution, or winding up of the Company shall be valued as follows:

(a) The method of valuation of securities not subject to investment letter or other similar restrictions on free marketability shall be as follows:

	I.	if the securities are then traded on a national securities exchange or the NASDAQ Capital Market (or a similar national quotation system), then the value shall be deemed to be the average of the closing prices of the securities on such exchange or system over the 30-day period ending three (3) days prior to the distribution;

	II.	if actively traded over-the-counter, then the value shall be deemed to be the average of the closing bid prices over the 30-day period ending three (3) days prior to the closing of such merger, consolidation or sale;

	III.	if there is no active public market, then the value shall be the fair market value thereof, as determined in good faith by the Board; and

(b) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in subparagraphs (a)(I),(II) or (III) of this Section to reflect the approximate fair market value thereof, as determined in good faith by the Board.

2.2 Dividend Rights.

A. Dividend Preference. The holders of the then issued and outstanding Series A Preferred Stock shall receive out of any funds and assets of the Company legally available and approved by the Board, cumulative dividends equal to their original investment for such Series A Preferred Stock, prior and in preference to the payment of any dividend or other Distribution on the Common Stock. All dividends may be paid in cash or kind at the election of the Company.

B. Participation Rights. If, after dividends in full preferential amount specified in this Section 2.2 for the Series A Preferred Stock have been paid or declared and set apart in any fiscal year of the Company, the Board shall declare additional dividends out of funds legally available therefor in that fiscal year, then such additional dividends shall be declared ratably among the holders of Common Stock and Series A Preferred Stock in proportion to the amount of such stock owned by each such holder, where, for this purpose, each holder of shares of Series A Preferred Stock is deemed to hold the greatest whole number of shares of Common Stock then issuable upon conversion of all shares of Series A Preferred Stock held by such holder pursuant to Section 2.4.

C. Non-Cash Dividends. Whenever a dividend or Distribution provided for in this Section 2.2 shall be payable in property other than cash (including without limitation Common Stock), the value of such dividend or Distribution shall be deemed to be the fair market value of such property as determined in good faith by the Board.

2.3 Voting Rights. Each holder of Series A Preferred Stock shall be entitled to the number of votes equal to the number of whole shares of Common Stock into which such shares of Series A Preferred Stock could be converted pursuant to the provisions of Section 2.4 below at the record date for the determination of the shareholders entitled to vote on such matters or, if no such record date is established, the date such vote is taken or any written consent of shareholders is solicited.

2.4 Conversion Rights. The issued and outstanding shares of Series A Preferred Stock shall be convertible into Common Stock as follows:

A. Conversion.

(i) At the option of the holder thereof, each share of Series A Preferred Stock shall be convertible, at any time into fully paid and nonassessable shares of Common Stock as provided herein.

(ii) Each holder of Series A Preferred Stock who elects to convert the same into shares of Common Stock shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Company or any transfer agent for the Series A Preferred Stock or Common Stock, and shall give written notice to the Company at such office that such holder elects to convert the same and shall state therein the number of shares of Series A Preferred Stock being converted. Thereupon the Company shall promptly issue and deliver at such office to such holder a certificate or certificates for the number of shares of Common Stock to which such holder is entitled upon such conversion together with all accrued dividends thereon. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the certificate or certificates representing the shares of Series A Preferred Stock to be converted, and the person entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder of such shares of Common Stock on such date.

B. Conversion Ratio. Subject to the terms and conditions set forth herein, each share of Series A Preferred Stock shall be convertible into one and one quarter share of Common Stock. The initial Conversion Price for the Series A Preferred Stock shall be the Original Issue Price. The Conversion Ratio of the Series A Preferred Stock shall be subject to adjustment from time to time as provided below.

C. Adjustment Upon Common Stock Event. Upon the happening of a Common Stock Event (as hereinafter defined), the Conversion Price of the Series A Preferred Stock shall, simultaneously with the happening of such Common Stock Event, be adjusted so that the number of shares of Common Stock issuable on conversion of any shares of the Series A Preferred Stock shall be increased or decreased, as the case may be, in proportion to the increase or decrease in outstanding shares immediately following the Common Stock Event. The Conversion Price for the Series A Preferred Stock shall be readjusted in the same manner upon the happening of each subsequent Common Stock Event. As used herein, the term “Common Stock Event” shall mean (x) the issue by the Company of additional shares of Common Stock as a dividend or other distribution on outstanding Common Stock, (y) a subdivision of the outstanding shares of Common Stock into a greater number of shares of Common Stock, or (z) a combination of the outstanding shares of Common Stock into a smaller number of shares of Common Stock.

D. Adjustments for Other Dividends and Distributions. If at any time or from time to time after the Original Issue Date the Company pays a dividend or makes another distribution to the holders of the Common Stock payable in securities of the Company other than shares of Common Stock, then in each such event provision shall be made so that the holders of the Series A Preferred Stock shall receive upon conversion thereof, in addition to the number of shares of Common Stock receivable upon conversion thereof, the number of securities of the Company which they would have received had their Series A Preferred Stock been converted into Common Stock on the date of such event (or such record date, as applicable) and had they thereafter, during the period from the date of such event (or such record date, as applicable) to and including the conversion date, retained such securities receivable by them as aforesaid during such period, subject to all other adjustments called for during such period under this Section 2.4 with respect to the rights of the holders of the Series A Preferred Stock or with respect to such other securities by their terms.

E. Adjustment for Reclassification, Exchange and Substitution. If at any time or from time to time after the Original Issue Date the Common Stock issuable upon the conversion of the Series A Preferred Stock is changed into the same or a different number of shares of any class or classes of stock, whether by recapitalization, reclassification or otherwise (other than by a Common Stock Event or a stock dividend, reorganization, merger, consolidation or sale of assets provided for elsewhere in this Section 2.4), then in any such event each holder of Series A Preferred Stock shall have the right thereafter to convert such stock into the kind and amount of stock and other securities and property receivable upon such recapitalization, reclassification or other change by holders of the number of shares of Common Stock into which such shares of Series A Preferred Stock could have been converted immediately prior to such recapitalization, reclassification or change, all subject to further adjustment as provided herein or with respect to such other securities or property by the terms thereof.

F. Certificate of Adjustment. In each case of an adjustment or readjustment of the Conversion Price for the Series A Preferred Stock, the Company, at its expense, shall cause its Chief Financial Officer to compute such adjustment or readjustment in accordance with the provisions hereof and prepare a certificate showing such adjustment or readjustment, and shall mail such certificate, by first class mail, postage prepaid, to each record holder of the Series A Preferred Stock at the holder’s address as shown in the Company’s books.

G. Fractional Shares. No fractional shares of Common Stock shall be issued upon any conversion of Series A Preferred Stock. In lieu of any fractional share to which the holder would otherwise be entitled, the Company shall, at the Company’s option: (x) pay the holder cash equal to the product of such fraction multiplied by the Common Stock’s fair market value as determined in good faith by the Board as of the date of conversion, or (y) round up to the nearest whole share of Common Stock to be issued upon any such conversion.

H. Reservation of Stock Issuable Upon Conversion. The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of the shares of the Series A Preferred Stock, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series A Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series A Preferred Stock, the Company will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose.

I. Notices. Any notice required by the provisions of this Section 2.4 to be given to the holders of shares of the Series A Preferred Stock shall be deemed given upon the earlier of actual receipt or deposit in the United States mail, by certified or registered mail, return receipt requested, postage prepaid, addressed to each holder of record at the address of such holder appearing on the books of the Company.

J. No Impairment. The Company shall not avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but shall at all times in good faith assist in carrying out all such action as may be reasonably necessary or appropriate in order to protect the conversion rights of the holders of the Series A Preferred Stock against impairment.

3.	Series B Preferred Stock

The Series B Preferred Stock shall initially be comprised of Series B-1 Preferred stock, with the following rights, powers, privileges and restrictions, qualifications, and limitations:

3.1 Dividends.

A. Dividend Preference. The holders of the then issued and outstanding Series B-1 Preferred Stock shall receive out of any funds and assets of the Company legally available and approved by the Board, cumulative dividends equal to their original investment for such Series B-1 Preferred Stock, prior and in preference to the payment of any dividend or other Distribution on the Common Stock. All dividends may be paid in cash or kind at the election of the Company.

B. Dividend Participation. Subject to the foregoing, the Series B-1 Preferred Stock shall not pay a dividend; provided that no cash dividends or distributions shall be declared or paid or set apart for payment on the Company’s Common Stock, unless such cash dividend or distribution is likewise declared, paid or set apart for payment on the Series B-1 Preferred Shares (based on the number of shares of Common Stock into which the Series B-1 Preferred Stock is then convertible).

C. Non-Cash Dividends. Whenever a dividend or Distribution shall be payable in property other than cash (including without limitation Common Stock), the value of such dividend or Distribution shall be deemed to be the fair market value of such property as determined in good faith by the Board.

3.2 Voting Rights. Holders of the Series B-1 Preferred Stock shall have 3.2 times that number of votes on all matters submitted to the shareholders that is equal to the number of shares of Common Stock (rounded to the nearest whole number) into which such holder’s shares of Series B-1 Preferred Stock are convertible, as provided in Section 3.3, at the record date for the determination of the shareholders entitled to vote on such matters, or, if no such record date is established, at the date such vote is taken or any written consent of such shareholders is effected. The Common Stock into which the Series B-1 Preferred Stock is convertible shall, when issued, have all of the same voting rights as other issued and outstanding Common Stock of the Company, and none of the rights of the Series B-1 Preferred Stock. Holders of the Series B-1 Preferred Stock shall have full voting rights and shall be entitled to vote, together with the holders of Common Stock, with respect to any questions and corporation actions upon which holders of Common stock have the right to vote. Except as otherwise required by law or as otherwise expressly provided herein, the holder of each share of Common Stock issued and outstanding shall have one vote, such votes to be counted together with all other shares of stock of the Company having general voting power and not separately as a class. Fractional votes by the holders of the Series B-1 Preferred Stock shall not, however, be permitted and any fractional voting rights shall (after aggregating all shares into which shares of Series B-1 Preferred Stock held by each holder could be converted) be rounded to the nearest whole number. Holders of Common Stock and Series B-1 Preferred Stock shall be entitled to notice of any stockholders’ meeting in accordance with the Bylaws of the Company.

3.3 Conversion. The holder of Series B-1 Preferred Stock shall have the following conversion rights (the “Conversion Rights”):

A. Right to Convert. Subject to Section 3.3(B) below, each share of Series B-1 Preferred Stock shall be convertible, at the option of the holder thereof, at any time after the date of issuance of such share at the office of the Company or any transfer agent for the Series B-1 Preferred Stock, into such number of fully paid and nonassessable shares of Common Stock at the rate of eleven (11) shares of Common Stock for each share of Series B-1 Preferred Stock (the Series B-1 Conversion Rate”). The Series B-1 Conversion Rate shall be subject to further adjustment as hereinafter provided.

B. Automatic Conversion.

(i) Each share of Series B-1 Preferred Stock shall automatically be converted into shares of Common Stock at its then effective Series B-1 Conversion Rate upon the date of the closing (the “Public Offering Closing Date”) of a firm commitment underwritten public offering (the “Public Offering”) pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale to the public of Common Stock for the account of the Company with aggregate gross proceeds to the Company of at least $150,000,000.

(ii) In addition, each share of Series B-1 Preferred Stock shall automatically be converted into shares of Common Stock at its then-effective Series B-1 Conversion Rate upon the written consent of the holders of a majority of the then-outstanding Series B-1 Preferred Stock, voting together as a single class on an as-converted basis; provided, however, in the event of an automatic conversion that is effected pursuant to Section 3.3(B)(ii) in connection with and not earlier than 60 days prior to the Company’s entering into an agreement for any combination transaction as set forth in Section 3.3(D) in which the gross proceeds (inclusive of amounts subject to escrow or other contingency arrangement to support the accuracy of representations of the Company or its stockholders, whether or not such amounts are ultimately received by the stockholders of the Company) payable with respect to the Series B-1 Preferred Stock is less than the Liquidation Preference for the Series B-1 Preferred Stock, such automatic conversion shall also require the written consent of the holders of a majority of the then-outstanding shares of the Series B-1 Preferred Stock, voting together as a separate class, on an as-converted basis.

C. Mechanics of Conversion. No fractional shares of Common Stock shall be issued upon conversion of the Series B-1 Preferred Stock. All shares of Common Stock (including fractions thereof) issuable upon conversion of more than one share of Series B-1 Preferred Stock by a holder thereof shall be aggregated for purposes of determining whether the conversion would result in the issuance of any fractional share. In lieu of any fractional shares to which the holder would otherwise be entitled, the Company shall pay cash equal to such fraction multiplied by the fair market value of one share of Common Stock (as determined by the Board) on the date of conversion. Before any holder of Series B-1 Preferred Stock shall be entitled to convert the same into full shares of Common Stock and to receive certificates therefor, such holder shall surrender the certificate or certificates thereof, duly endorsed, at the office of the Company or of any transfer agent for the Series B-1 Preferred Stock, and shall give written notice to the Company at such office that such holder elects to convert the same; provided, however, that in the event of an automatic conversion pursuant to Section 3.3(B), the outstanding shares of Series B-1 Preferred Stock shall be converted automatically without any further action by the holder of such shares and whether or not the certificate representing such shares are surrendered to the Company or its transfer agent, and provided further that the Company shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such automatic conversion unless the certificates evidencing such shares of Series B-1 Preferred Stock are either delivered to the Company or its transfer agent as provided above, or the holder notifies the Company or its transfer agent that such certificates have been lost, stolen, or destroyed and executes an agreement satisfactory to the Company to indemnify the Company form any loss incurred by it in connection with the loss and replacement of such certificates. The Company shall, as soon as practicable after such delivery, or such agreement and indemnification in the case of a lost certificate, issue and deliver at such office to such holder of Series B-1 Preferred Stock, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid and a check payable to the holder in the amount of any cash amounts payable as the result of a conversion into fractional shares of Common Stock plus any declared and unpaid dividends. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shared of the Series B-1 Preferred Stock to be converted, or in the case of automatic conversion, on the Public Offering Closing Date or the effective date of such written consent, as the case may be, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date.

D. Adjustments to Series B-1 Conversion Ration

(i) Original Issue Date. For purposes of this Section 3.3(D), “Original Issue Date” shall mean the date on which the first share of Series B-1 Preferred Stock was first issued.

(ii) Adjustments for Subdivisions or Combinations of or Stock Dividends on Common Stock. In the event the outstanding shares of Common Stock shall be subdivided (by stock split or otherwise), into a greater number of shares of Common Stock without a corresponding subdivision of Series B-1 Preferred Stock, or the Company at any time or from time to time after the Original Issue Date shall declare or pay any dividend on the Common Stock payable in Common Stock without a corresponding dividend on the Series B-1 Preferred Stock, the applicable Series B-1 Conversion Rate then in effect for each outstanding series of Series B-1 Preferred Stock shall, concurrently with effectiveness of such subdivision or stock dividend, be proportionately increased based on the ratio of (A) the number of shares of Common Stock outstanding immediately after such subdivision or stock dividend to (B) the number of shares of Common Stock outstanding immediately prior to such subdivision or stock dividend. If the Company fixes a record date to determine which holders of Common Stock are entitles to receive such dividend or subdivision, the Series B-1 Conversion Rate shall be fixed as of the close of business on such record date and the number of shares of Common Stock shall be calculated immediately prior to the close of business on such date. If such record date is fixed and such dividend is not fully paid or if such subdivision is not fully made on the date fixed therefor the Series B-1 Conversion Rate shall be recomputed accordingly as of the close of business on such record date and thereafter the Series B-1 Conversion Rate shall be adjusted pursuant to this Section 3.3D(ii) to reflect the actual payment of such dividend or completion of such subdivision. IN the event of outstanding shares of Common Stock shall be combined or consolidated, by reclassification or otherwise, into a lesser number or shares of Common Stock without a corresponding combination of Series B-1 Preferred Stock, the applicable Series B-1 Conversion Rate then in effect for each outstanding series of Series B-1 Preferred Stock shall concurrently with the effectiveness of such combination or consolidation, be proportionately decreased on the same basis.

(iii) Adjustments for Other Distributions. In the event the Company at any time or from time to time makes, or fixes a record date for the determination of holders of Common Stock entitles to receive, any distribution payable in (A) securities of the Company or other entities (other than shares of Common Stock and other than as otherwise adjusted in this Section 3), (B) evidences of indebtedness issued by the Company or other persons, or (C) assets (excluding cash dividends) or options to purchase or rights to subscribe for Common Stock, or securities by their terms convertible into or exchangeable for Common Stock, then and in each such event provision shall be made so that the holders of the Series B-1 Preferred Stock shall receive upon conversion thereof, in addition to the number of shares of Common Stock receivable thereupon, the amount of such distribution which they would have received had their Series B-1 Preferred Stock been converted into Common Stock on the date of such event and had they thereafter, during the period from the date of such event to and including the date of conversion, retained such securities receivable by them as aforesaid during such period, subject to all other applicable adjustments called for during such period under this Section 3.3 with respect to the rights of the holders of Series B-1 Preferred Stock.

(iv) Adjustments for Recapitalization, Reclassification, Exchange and Substitution. If at any time or from time to time the Common Stock issuable upon conversion of the Series B-1 Preferred Stock shall be changed into the same or a different number of shares of any other class or classes of stock, whether by recapitalization, capital reorganization, reclassification or otherwise (other than a subdivision, combination of shares or merger or sale of assets transaction provided for above or in in Section 3.4(D)), the Series B-1 Conversion Rate then in effect shall, concurrently with the effectiveness of such recapitalization, reorganization, or reclassification, be proportionately adjusted such that the Series B-1 Preferred Stock shall be convertible into, in lieu of the number of shares of Common Stock which the holders thereof would otherwise have been entitles to receive, a number of shares of such other class or classes of stock equivalent to the number of shares of Common Stock that would have been subject to receipt by the holders upon conversion of such Series B-1 Preferred Stock immediately before that change. In addition, to the extent applicable in any reorganization or recapitalization, provision shall be made so that the holders of the Series B-1 Preferred Stock shall thereafter be entitled to receive upon conversion of such Series B-1 Preferred Stock the number of shares of stock or other securities or property of the Company or otherwise, to which a holder of Common Stock deliverable upon conversion would have been entitled on such reorganization or recapitalization.

E. No Impairment. The Company shall not, by amendment of its Articles of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder, but shall at all times in good faith assist in the carrying out of all the provisions of this Section 3.3 and in the taking of all such action as may be necessary or appropriate in order to protect the Conversion Rights of the holders of the Series B-1 Preferred Stock against impairment. Notwithstanding the foregoing, nothing in this Section 3.3(E) shall prohibit the Company from amending it Articles of Incorporation with the requisite consent of its stockholders and the Board.

F. Certificate as to Adjustments. Upon the occurrence of each adjustment or readjustment of the Series B-1 Conversion Rate pursuant to this Section 3.3, the company at its expense shall promptly compute such adjustment or readjustment in accordance with the terms hereof and furnish to each holder of Series B-1 Preferred Stock a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Company shall, upon the written request at any time of any holder of the Series B-1 Preferred Stock, furnish or cause to be furnished to such holder a like certificate setting forth (i) such adjustments and readjustments, (ii) the applicable Series B-1 Conversion Rate(s) at the time in effect with respect to the shares of Series B-1 Preferred Stock held by such holder, and (iii) the number of shares of Common Stock and the amount, if any, of other property that at the time would be received upon the conversion of the Series B-1 Preferred Stock held by such holder.

G. Reservation of Stock Issuable Upon Conversion. The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock solely for the purpose of effecting the conversion of the shares of the Series B-1 Preferred Stock such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion if all outstanding shares if the Series B-1 Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then-outstanding shares of the Series B-1 Preferred Stock, in addition to such other remedies as shall be available to the holder of such Series B-1 Preferred Stock, the Company will take such corporate action as may, in the opinion of counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes.

H. Issue Taxes. The Company shall pay any and all issue and other taxes, including federal, state or local income taxes, that may be payable in respect of any issue of the Series B-1 Preferred Stock or delivery of shares of Common Stock on conversion of shares of Series B-1 Preferred Stock pursuant hereto.

I. Notices. In the event that the Company shall propose at any time:

(i) to declare any dividend or distribution upon its Common Stock, whether in cash, property, stock or other securities, whether or not a regular cash dividend and whether or not out of earning or earned surplus;

(ii) to offer for subscription pro rata to the holders of any class or series of its stock any additional shares of stock of any class or series or other rights;

(iii) to effect any reclassification or recapitalization of its Common Stock outstanding involving a change in the Common Stock; or

(iv) to merge or consolidate with or into any other corporation, or sell, lease or convey all or substantially all its property or business, or to liquidate, dissolve or wind up; then, in connection with each such event, the Company shall send to the holders of the Series B-1 Preferred Stock:

(a) in the case of the matters referred to in (i) and (ii) above, at least 10 days’ prior written notice of the date on which a record shall be taken for such dividend, distribution or subscription rights (and specifying the date on which the holders of Common Stock shall be entitled thereto and the amount and character of such dividend, distribution or right); and

(b) in the case of the matters referred to in (iii) and (iv) above, at least 10 days’ prior written notice of the date when the same shall take place (and specifying the date on which the holders of Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon the occurrence of such event or the record date for the determination of such holders if such record date is earlier, and notice shall be provided prior to such record date).

All notices and other communications hereunder shall be in writing, shall be delivered personally, by electronic means (via facsimile or electronic mail) or given by first class mail, postage prepaid, addressed to the holders of the Series B-1 Preferred Stock at the address for each such holder as shown on the books of the Company, and shall be deemed given on the date delivered if delivered personally, by electronic mail or by facsimile, or three (3) business days following being mailed by certified or registered mail, postage prepaid, return-receipt requested, addressed to the holder of record at its address appearing on the books of the Company.

3.4 Liquidation Rights. In the event of any liquidation, dissolution or winding up of the Company (a “Liquidation”), whether voluntary or involuntary, the funds and assets of the Company that may be legally distributed to the Company’s shareholders (the “Available Funds and Assets”) shall be distributed to shareholders in the following manner:

A. Liquidation Preferences. The holders of each share of Series B-1 Preferred Stock then issued and outstanding shall be entitled to be paid, out of the Available Funds and Assets, prior and in preference to any payment or distribution (or any setting apart of any payment or distribution) of any Available Funds and Assets on any shares of Common Stock, an amount equal to $0.70798 (“Original Issue Price”) per share of the Series B-1 Preferred Stock then held by the holder (in each case as adjusted for any stock splits, stock dividends or distributions, recapitalizations, and similar events with respect to such series of Preferred) and, in addition, an amount equal to all declared but unpaid dividends, if any, on such Preferred, as the case may require (the “Liquidation Preference”). If upon any liquidation, dissolution or winding up of the Company, the Available Funds and Assets shall be insufficient to permit the payment to holders of the Series B-1 Preferred Stock of the Series B Original Issue Price described in this Section 3.4, and any liquidation preferences on other classes of preferred stock, in any, then the Available Funds and Assets shall be distributed ratably among the holders of Series B-1 Preferred Stock and any other classes of preferred stock entitled to liquidation preferences, if any, in proportion to all such liquidation preferences.

B. Participation Rights. If there are any Available Funds and Assets remaining after the payment or distribution (or the setting aside for payment or distribution) to the holders of the Series B-1 Preferred Stock and any other classes of preferred stock entitled to liquidation preferences of their full preferential amounts, then all such remaining Available Funds and Assets shall be distributed among the holders of the then outstanding Common Stock, Series A preferred Stock and Series B-1 Preferred Stock and any other shares of preferred stock pro rata according to the number of shares of Common Stock held by such holders, where, for this purpose, each holder of shares of Preferred Stock is deemed to hold the greatest whole number of shares of Common Stock then issuable upon conversion of all shares of Preferred Stock held by such holder.

C. Non-Cash Consideration. If any assets of the Company distributed to shareholders in connection with any liquidation, dissolution, or winding up of the Company are other than cash, then the value of such assets shall be their fair market value as determined by the Board, except that any securities to be distributed to shareholders in a liquidation, dissolution, or winding up of the Company shall be valued as follows:

(i) The method of valuation of securities not subject to investment letter or other similar restrictions on free marketability shall be as follows:

(a) if the securities are then traded on a national securities exchange or the NASDAQ Capital Market (or a similar national quotation system), then the value shall be deemed to be the average of the closing prices of the securities on such exchange or system over the 30-day period ending three (3) days prior to the distribution;

(b) if actively traded over-the-counter, then the value shall be deemed to be the average of the closing bid prices over the 30-day period ending three (3) days prior to the closing of such merger, consolidation or sale;

(c) if there is no active public market, then the value shall be the fair market value thereof, as determined in good faith by the Board; and

(ii) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in subparagraphs C,(i),(b) or (c) of this Section to reflect the approximate fair market value thereof, as determined in good faith by the Board.

D. Definition. For purposes of this Section 3.4, any of the following shall be treated as a Liquidation: (i) any consolidation or merger of the Company with or into any other corporation or other entity or person (but excluding any merger effected solely for the purpose of reincorporating into another state), or any other corporate reorganization (any of such transactions or series of such transactions, a “combination transaction”), in which the stockholders of the Company immediately prior to such combination transaction, own less than 50% of the voting power of the surviving or successor entity or its parent immediately after such combination transaction; (ii) any transaction or series of related transactions to which the Company is a party in which in excess of 50% of the Company’s voting power is transferred; or (iii) any sale, lease, or other disposition of all or substantially all of the assets of the Company. Notwithstanding the foregoing, no transaction or series of related transactions principally for bona fide equity financing purposes in which cash is received by the Company or indebtedness or the Company is cancelled or converted, or a combination thereof, nor the transfer by any shareholders of shares of the Company’s capital stock to any third party in a transaction or series of related transactions to which the Company is not a party, shall be deemed a Liquidation for purposes of this Section 3.4.

E. Consent to Certain Distributions. So long as the Company is subject to the provisions of Section 2115(b) of the California Corporations Code, and as authorized by Section 402.5(c) of the California Corporations Code, Sections 502, 503, and 506 of the California Corporations Code shall not apply with respect to payments made by the Company in connection with (i) repurchases of Common Stock issued to or held by employees, officers, directors or consultants of the Company or its subsidiaries upon termination of their employment or services pursuant to agreements providing for the right of said repurchase, (ii) repurchases of Common Stock issued to or help by employees, officers, directors or consultants of the Company or its subsidiaries pursuant to rights of first refusal contained in agreements providing for such right, (iii) Repurchase of capital stock of the company in connection with the settlement of disputes with any stockholder, (iv) any other repurchase or redemption of capital stock of the Company approved by the holders of Preferred Stock pursuant to Section 3.12; provided, however, that foregoing shall not apply unless the Company is subject to the provisions of Section 2115(b) of the California Corporations Code; provided, further, that the provisions of this Section 3.4(E). shall in no manner limit the provisions of Section 3.5 hereof.

3.5 Covenants.

A. In addition to any other rights provided by law, so long as any shares of the Series B-1 Preferred Stock shall be outstanding, the Company shall not (directly or indirectly, by merger, reclassification or otherwise), without first obtaining the affirmative vote or written consent of the holders of not less than 51% of the then-outstanding shares of Series B-1 Preferred Stock (such Series B-1 Preferred Stock voting or acting by written consent as a single class on an as-converted basis):

(i) amend or repeal any provision of, or add any provision to, the Company’s Articles of Incorporation if such action would;

(ii) alter or change the preferences, rights, privileges, or powers of, or the restrictions provided for the benefit of, any series of Series B-1 Preferred Stock ; or (ii) increase or decrease the authorized numbers of shares of any series of Series B-1 Preferred Stock or Common Stock;

(iii) Create or issue any security having any preferences, rights, powers, or restrictions provided for its benefit that are senior to, or on parity with, the preferences, rights, or powers of, or restrictions provided for the benefit of, Series B-1 Preferred Stock;

(iv) amend or repeal any provision of, or add any provision to, the Company’s Bylaws;

(v) pay or declare any dividend on any shares of Common Stock or apply any of its assets to the redemption, retirement, purchase or acquisition directly or indirectly, through subsidiaries or otherwise, of any shares of capital stock or other securities, except for repurchases of Common Stock from employees, directors, or consultants of the Company upon termination of employment or association pursuant to the terms of agreements providing for the repurchase of such shares at cost entered into with such employees, directors, or consultants, provided that such agreements have been approved by the Board;

(vi) enter into any transaction involving the offer of the right to acquire securities of the Company to all, but not less than all, of the security holders of the Company or grant preemptive rights to any party to acquire the Company’s securities;

(vii) enter into any transaction involving the transfer of Company assets to its stockholders based on their status as stockholders;

(viii) liquidate or dissolve;

(ix) enter into any transaction or series of related transactions (i) deemed to be a Liquidation, as defined in Section 3.4 or (ii) that otherwise results in a change in voting control of the Company; or

(x) increase or decrease the number of authorized directors of the Company;

(xi) consolidation or mergers of the Company into any other corporation or other entity (excluding reincorporation); or

(xii) any transaction in which fifty percent (50%) or more of the Company’s voting power is transferred.

B. In addition to any other rights provided by law, so long as any shares of Series B-1 Preferred Stock shall be outstanding, the Company shall not, without first obtaining the affirmative vote or written consent of the holders of a majority of the shares of the adversely affected Series B-1 Preferred Stock:

(i) effect any amendment to the Company’s Articles of Incorporation that would change the rights, preferences and privileges of the shares of the Series B-1 Preferred Stock so as to adversely affect them; provided, that any change to the dividend preference, voting rights, Liquidation Preference or Conversion Rate shall be deemed to “so affect the entire class” and shall only require a vote or written consent of the holders of a majority of the shares of the Series B-1 Preferred , voting as one class, and any such change that is not pro rata as to the Series B-1 Preferred Stock shall be deemed to not “so affect the entire class” and shall require the affirmative vote or written consent of the holders of a majority of the shares of each such adversely affected series separately (by way of non-exclusive example only, a reduction of 10% of the per share Liquidation Preference for each series of B-1 Preferred Stock shall be deemed to “so affect the entire class” and shall only require a vote of the holders of a majority of the shares of all Series B-1 Preferred Stock, voting together as a class; and a $0.25 reduction of the Liquidation Preference of each series of Preferred Stock, because it is not a pro rata reduction, shall be deemed to not “so affect the entire class” and shall require the affirmative vote or written consent of the holders of a majority of the shares of each such series separately);

(ii) effect any amendment to the Company’s Articles of Incorporation that would effect any change to the rights, preferences and privileges of any other class or series of the Company’s capital stock that is adverse to the unchanged series of Series B-1 Preferred Stock (by way of non-exclusive example only, a pro rata increase in the Liquidation Preference of the Series A Preferred Stock without a corresponding pro rata increase in the Liquidation Preference of the Series B-1 Preferred Stock shall be deemed “adverse” with respect to the Series B-1 Preferred Stock);

(iii) redeem, repurchase or otherwise acquire one or more shares of any series of Preferred Stock in a manner that is not pro rata with all of the Series B-1 Preferred Stock (based on the respective Liquidation Preferences for each outstanding series).

3.6 No Reissuance of Series B-1 Preferred Stock. No share or shares of Series B-1 Preferred Stock acquired by the Company by reason of redemption, repurchase, conversion or otherwise shall be reissued, and all such shares shall be cancelled, retired and eliminated from the shares that the Company shall be authorized to issue.

3.7 No Preemptive Rights. No holder of the Series B-1 Preferred Stock shall be entitled to rights to subscribe for, purchase or receive any part of any new or additional shares of any class, whether now or hereinafter authorized, or of bonds or debentures, or other evidences of indebtedness convertible into or exchangeable for shares of any class, but all such new or additional shares of any class, or any bond, debentures or other evidences of indebtedness convertible into or exchangeable for shares, may be issued and disposed of by the Board of Directors on such terms and for such consideration (to the extent permitted by law), and to such person or persons as the Board of Directors in their absolute discretion may deem advisable.

3.8 Vote to Change the Terms of or Issue Preferred Stock. The affirmative vote at a meeting duly called for such purpose or the written consent without a meeting of the Series B-1 Preferred shareholders (in addition to any other corporate approvals then required to effect such action), shall be required for any change to these Articles of Incorporation which would amend, alter, change or repeal any of the powers, designations, preferences and rights of the Series B-1 Preferred Stock.

3.9 Lost or Stolen Certificates. Upon receipt by the Company of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of any Preferred Stock Certificates representing the shares of Series B-1 Preferred Stock, and, in the case of loss, theft or destruction, of any indemnification undertaking by the holder to the Company and, in the case of mutilation, upon surrender and cancellation of the Preferred Stock Certificate(s), the Company shall execute and deliver new preferred stock certificate(s) of like tenor and date; provided, however, that the Company shall not be obligated to re-issue Preferred Stock Certificates if the holder contemporaneously requests the Company to convert such shares of Series B-1 Preferred Stock into Common Stock.

3.10 Remedies, Characterizations, Other Obligations, Breaches and Injunctive Relief. The remedies provided in these Articles of Incorporation shall be cumulative and in addition to all other remedies available under these Articles of Incorporation, at law or in equity (including a decree of specific performance and/or other injunctive relief), no remedy contained herein shall be deemed a waiver of compliance with the provisions giving rise to such remedy and nothing herein shall limit a holder’s right to pursue actual damages for any failure by the Company to comply with the terms of these Articles of Incorporation. Amounts set forth or provided for herein with respect to payments, conversion and the like (and the computation thereof) shall be the amounts to be received by the holder thereof and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance thereof). The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the holders of the Series B-1 Preferred Stock and that the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the holders of the Series B-1 Preferred Stock shall be entitled, in addition to all other available remedies, to an injunction restraining any breach, without the necessity of showing economic loss and without any bond or other security being required.

3.11 Failure or Indulgence Not Waiver. No failure or delay on the part of a holder of Series B-1 Preferred Stock in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege.

4.	Board of Directors.

4.1 Series B Representative. For so long as at least 100 shares (subject to adjustment for stock splits, stock dividends or distributions, recapitalizations, and similar events with respect to the Series B Preferred) of Series B Preferred remain outstanding, the holders of the Series B Preferred shall be entitled, voting as a separate class, to elect two (2) directors at each meeting for the election of directors or by written consent without a meeting for this purpose.

A. Quorum. At any meeting held for the purpose of electing directors, the presence in person or by proxy (A) of the holders of a majority of the shares of the Series B Preferred then outstanding shall constitute a quorum for the election of the director to be elected solely by the holders of the Series B Preferred; and (B) of the holders of a majority of the voting power of all the then-outstanding shares of Preferred and of the holders of a majority of the then-outstanding shares of Common Stock shall constitute a quorum for the election of the directors to be elected jointly by the holders of the Series C Preferred Stock and the Common Stock.

B. Required Vote. With respect to the election of any director or directors by the holders of the outstanding shares of a specified series, class or classes of stock given the right to elect such director or directors pursuant to Section 4.1 above (the “Specified Stock”), that candidate or those candidates (as applicable) shall be elected who either: (i) in the case of any such vote conducted at a meeting of the holders of such Specified Stock, receive the highest number of affirmative votes (on an as-converted basis) of the outstanding shares of such Specified Stock, up to the number of directors to be elected by such Specified Stock; or (ii) in the case of any such vote taken by written consent without a meeting, are elected by the written consent of the holders of a majority of outstanding shares of such Specified Stock.

C. Vacancy. If there shall be any vacancy in the office of a director elected or to be elected by the holders of any Specified Stock, then a director to hold office for the unexpired term of such directorship shall be elected by the required vote of the holders of the shares of such Specified Stock specified in Section 4.1 above that are entitled to elect such director.

D. Removal. Subject to NRS 78.335 of the Nevada General Corporation Law, any director who shall have been elected to the Board by the holders of any Specified Stock, may be removed during his or her term of office, without cause, by, and only by, the affirmative vote of shares representing a majority of the voting power, on an as-converted basis, of all the outstanding shares of such Specified Stock entitled to vote, given either at a meeting of such stockholders duly called for that purpose or pursuant to a written consent of stockholders without a meeting, and any vacancy created by such removal may be filled only in the manner provided in this Section.

E. Procedures. Any meeting of the holders of any Specified Stock, and any action taken by the holders of any Specified Stock by written consent without a meeting, in order to elect or remove a director under this Section, shall be held in accordance with the procedures and provisions of the Company’s Bylaws, the Nevada General Corporation Law and applicable law regarding stockholder meetings and stockholder actions by written consent, as such are then in effect (including but not limited to procedures and provisions for determining the record date for shares entitled to vote).

ARTICLE VI: PREEMPTIVE RIGHTS AND ASSESSMENT OF SHARES.

Holders of Common Stock or Preferred Stock of the Company shall not have any preference, preemptive right or right of subscription to acquire shares of the Company authorized, issued, or sold, or to be authorized, issued or sold, or to any obligations or shares authorized or issued or to be authorized or issued, and convertible into shares of the Company, nor to any right of subscription thereto, other than to the extent, if any, the Board of Directors in its sole discretion, may determine from time to time.

The Common Stock of the Company, after the amount of the subscription price has been fully paid in, in money, property or services, as the directors shall determine, shall not be subject to assessment to pay the debts of the Company, nor for any other purpose, and no Common Stock issues as fully paid shall ever be assessable or assessed and the Articles of Incorporation shall not be amended to provide for such assessment.

ARTICLE VII: DIRECTORS’ AND OFFICERS’ LIABILITY.

A director or officer of the Company shall not be personally liable to the Company or its stockholders for damage for breach of fiduciary duty as a director or officer, but this Article shall not eliminate or limit the liability of a director or officer for (i) acts or omissions which involve intentional misconduct, fraud or a knowing violation of the law or (ii) the unlawful payment of dividends. Any repeal or modification to this Article by the stockholders of the Company shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director or officer of the Company for acts or omissions prior to such repeal or modification.

ARTICLE VIII: INDEMNITY

Every person who was or is a party to, or is threatened to be made a party to, or is involved in any such action, suit or proceeding, whether civil, criminal, administrative or investigative, by the reason of the fact that he or she, or a person with whom he or she is a legal representative, is or was a director of the Company, or who is serving at the request of the Company as a director or officer of another corporation, or is a representative in a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless to the fullest extent legally permissible under the laws of the State of Nevada from time to time against all expenses, liability and loss (including attorneys’ fees, judgments, fines, and amounts paid or to be paid in a settlement) reasonably incurred or suffered by him or her in connection therewith. Such right of indemnification shall be a contract right which may be enforced in any manner desired by such person. The expenses of officers and directors incurred in defending a civil suit or proceeding must be paid by the Company as incurred and in advance of the final disposition of the action, suit or proceeding, under receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he or she is not entitled to be indemnified by the Company. Such right of indemnification shall not be exclusive of any other right of such directors, officers or representatives may have or hereafter acquire, and, without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any bylaw, agreement, vote of stockholders, provision of law, or otherwise, as well as their rights under this article.

Without limiting the application of the foregoing, the Board of Directors may adopt Bylaws from time to time without respect to indemnification, to provide at all times the fullest indemnification permitted by the laws of the State of Nevada, and may cause the Company to purchase or maintain insurance on behalf of any person who is or was a director or officer.

ARTICLE IX: AMENDMENT

Subject at all times to the express provisions of [Section 5] on the Assessment of Shares, the Company reserves the right to amend, alter, change, or repeal any provision contained in these Articles of Incorporation or its Bylaws, in the manner now or hereafter prescribed by status or the Articles of Incorporation or said Bylaws, and all rights conferred upon shareholders are granted subject to this reservation.

ARTICLE X: POWERS OF DIRECTORS

In furtherance, and not in limitation of those powers, conferred by statute, the Board of Directors is expressly authorized:

1.	Subject to the Bylaws, if any, adopted by the shareholders, to make, alter or repeal the Bylaws of the Company;

2.	To authorize and caused to be executed mortgage and liens, with or without limitations as to amount, upon the real and personal property of the Company;

3.	To authorize the guaranty by the Company of the securities, evidence of indebtedness and obligations of other persons, corporations or business entities;

4.	To set apart out of any funds of the Company available for dividends a reserve or reserves for any proper purpose and to abolish any such reserve;

5.	By resolution adopted by the majority of the whole Board of Directors, to designate one or more committees to consist of one or more directors of the Company, which, to the extent provided on the resolution or in the Bylaws of the Company, shall have and may exercise the powers of the Board of Directors in the management of the affairs of the Company, and may authorize the seal of the Company to be affixed to all papers which may require it. Such committee or committees shall have the name and names as may be stated in the Bylaws of the Company or as may be determined form time to time by resolution adopted by the Board of Directors.

	All the corporate powers of the Company shall be exercised by the Board of Directors except as otherwise limited herein or in the Bylaws or by law.

[Signature page follows]

IN WITNESS WHEREOF, these Amended and Restated Articles of Incorporation have been executed by the company as of September 1, 2023

OneMeta, Inc.:

By:	/s/ Rowland W. Day II
Name:	Rowland W. Day II
Title:	President

EXHIBIT 31.1

CERTIFICATIONS PURSUANT TO

RULE 13A-14(A) OR RULE 15D-14(A),

AS ADOPTED PURSUANT TO

RULE 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Rowland Day, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of OneMeta Inc.;

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

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

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

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

	b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

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

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

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

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

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

	/s/ Rowland Day
	Rowland Day
	President, Chief Financial Officer

Dated: May 10, 2024

EXHIBIT 31.2

CERTIFICATIONS PURSUANT TO

RULE 13A-14(A) OR RULE 15D-14(A),

AS ADOPTED PURSUANT TO

RULE 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Saul Leal, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of OneMeta Inc.;

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

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

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

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

	b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

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

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

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

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

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

	/s/ Saul Leal
	Saul Leal
	Chief Executive Officer

Dated: May 10, 2024

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of OneMeta Inc. (the “Company”) on Form 10-Q for the period ending March 31, 2024 (the “Report”) I, Rowland Day, President and Chief Financial Officer of the Company, certify, pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:

	1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

	2.	Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 10, 2024

	/s/ Rowland Day
Name:	Rowland Day
Title:	President, Chief Financial Officer

This certification accompanies the foregoing Report pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. A signed original of this certification has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of OneMeta Inc. (the “Company”) on Form 10-Q for the period ending March 31, 2024 (the “Report”) I, Saul Leal, Chief Executive Officer of the Company, certify, pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:

	1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

	2.	Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 10, 2024

	/s/ Saul Leal
Name:	Saul Leal
Title:	Chief Executive Officer

Cover - shares	3 Months Ended
Cover - shares	Mar. 31, 2024	May 09, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2024
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	000-56565
Entity Registrant Name	ONEMETA INC.
Entity Central Index Key	0001388295
Entity Tax Identification Number	20-5150818
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	450 South 400 Esat
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	Bountiful
Entity Address, State or Province	UT
Entity Address, Postal Zip Code	84010
City Area Code	(775)
Local Phone Number	464-1980
Title of 12(b) Security	None.
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		33,082,960

Balance Sheets (Unaudited) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Current assets:
Cash	$ 200,092	$ 1,129,935
Accounts receivable	6,160	6,935
Prepaid and other current assets	14,295	6,820
Total current assets	220,511	1,143,690
Total assets	220,511	1,143,690
Current liabilities:
Accounts payable	417,681	522,917
Deferred revenue	16,000
Total current liabilities	914,061	1,025,919
Total liabilities	914,061	1,025,919
STOCKHOLDERS’ EQUITY (DEFICIT)
Common stock, $0.001 par value, 500,000,000 shares authorized, 33,082,960 and 32,995,460 shares issued and outstanding, respectively	33,083	32,996
Additional paid in capital	34,118,396	33,992,707
Accumulated deficit	(34,845,893)	(33,908,796)
Total stockholders’ equity (deficit)	(693,550)	117,771
Total liabilities and stockholders’ equity (deficit)	220,511	1,143,690
Series A Preferred Stock [Member]
STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred stock, value	2	2
Series B-1 Convertible Preferred Stock [Member]
STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred stock, value	862	862
Related Party [Member]
Current liabilities:
Accrued expenses, related party	258,390	281,012
Note payable, related party	$ 221,990	$ 221,990

Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	50,000,000	50,000,000
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, share issued	33,082,960	32,995,460
Common stock, shares outstanding	33,082,960	32,995,460
Series A Preferred Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	2,068	2,068
Preferred stock, shares issued	2,068	2,068
Preferred stock, shares outstanding	2,068	2,068
Series B-1 Convertible Preferred Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	8,619,420	8,619,420
Preferred stock, shares issued	8,619,420	8,619,420
Preferred stock, shares outstanding	8,619,420	8,619,420

Statements of Operations (Unaudited) - USD ($)	3 Months Ended
Statements of Operations (Unaudited) - USD ($)	Mar. 31, 2024	Mar. 31, 2023
Income Statement [Abstract]
Revenue	$ 5,387	$ 3,160
Total revenue	5,387	3,160
Operating expenses:
Research and development	232,889	145,032
General and administrative	464,039	305,459
Advertising and marketing	33,026	60,607
Legal and professional	205,651	24,584
Total operating expenses	935,605	535,682
Loss from operations	(930,218)	(532,522)
Other expense:
Interest expense	(6,879)	(9,891)
Total other expense	(6,879)	(9,891)
Net loss	$ (937,097)	$ (542,413)
Net loss per common share:
Basic	$ (0.03)	$ (0.02)
Diluted	$ (0.03)	$ (0.02)
Weighted average common shares outstanding:
Basic	33,046,016	24,983,593
Diluted	33,046,016	24,983,593

Statements of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($)	Preferred Stock [Member] Series A Preferred Stock [Member]	Preferred Stock [Member] Series B-1 Convertible Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance at Dec. 31, 2022	$ 2		$ 24,984	$ 24,156,001	$ (27,761,733)	$ (3,580,746)
Temporary equity balance, shares at Dec. 31, 2022		5,673,346
Temporary equity balance, value at Dec. 31, 2022		$ 4,016,616
Balance, shares at Dec. 31, 2022	2,068		24,983,593
Common shares issued for cash			$ 437	174,563		175,000
Common shares issued for cash, shares			437,500
Stock based compensation			$ 30	11,970		12,000
Stock based compensation, shares			30,000
Imputed interest				1,665		1,665
Net loss					(542,413)	(542,413)
Balance at Mar. 31, 2023	$ 2		$ 25,451	24,344,199	(28,304,146)	(3,934,494)
Temporary equity balance, shares at Mar. 31, 2023		5,673,346
Temporary equity balance, value at Mar. 31, 2023		$ 4,016,616
Balance, shares at Mar. 31, 2023	2,068		25,451,093
Balance at Dec. 31, 2023	$ 2	$ 862	$ 32,996	33,992,707	(33,908,796)	117,771
Temporary equity balance, shares at Dec. 31, 2023
Temporary equity balance, value at Dec. 31, 2023
Balance, shares at Dec. 31, 2023	2,068	8,619,420	32,995,460
Common shares issued for cash			$ 87	34,913		35,000
Common shares issued for cash, shares			87,500
Stock based compensation				84,663		84,663
Stock based compensation, shares
Contributed capital				4,448		4,448
Imputed interest				1,665		1,665
Net loss					(937,097)	(937,097)
Balance at Mar. 31, 2024	$ 2	$ 862	$ 33,083	$ 34,118,396	$ (34,845,893)	$ (693,550)
Temporary equity balance, shares at Mar. 31, 2024
Temporary equity balance, value at Mar. 31, 2024
Balance, shares at Mar. 31, 2024	2,068	8,619,420	33,082,960

Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended		12 Months Ended
Statements of Cash Flows (Unaudited) - USD ($)	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (937,097)	$ (542,413)
Adjustment to reconcile net loss to cash used in operating activities:
Imputed interest	1,665	1,665
Stock based compensation	84,663	12,000
Amortization		97,953
Net change in:
Accounts receivable	775
Prepaid and other current assets	(7,439)
Accounts payable	(15,796)	46,024
Accrued expenses, related party	(107,614)	11,211
Deferred revenue	16,000
CASH FLOWS USED IN OPERATING ACTIVITIES	(964,843)	(373,560)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common shares	35,000	175,000
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES	35,000	175,000
NET CHANGE IN CASH	(929,843)	(198,560)
Cash, beginning of period	1,129,935	400,703	$ 400,703
Cash, end of period	200,092	202,143	$ 1,129,935
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid on interest expense
Cash paid for income taxes
NON-CASH TRANSACTIONS
Expenses paid on the Company’s behalf	89,440	78,049
Contributed capital	$ 4,448

Pay vs Performance Disclosure - USD ($)	3 Months Ended
Pay vs Performance Disclosure - USD ($)	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure [Table]
Net Income (Loss)	$ (937,097)	$ (542,413)

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Mar. 31, 2024
Insider Trading Arrangements [Line Items]
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Basis of Presentation

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Basis of Presentation

Note 1. Basis of Presentation

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 2. Summary of Significant Accounting Policies

Use of Estimates

Cash and Cash Equivalents

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

Accounts Receivable

Property and Equipment

Schedule of Property and Equipment

Estimated

Category

Useful

Lives

Building and improvements

3 years

Related Parties

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

Fair Value of Financial Instruments

Revenue Recognition

●	Identification of the contract with a customer
●	Identification of the performance obligations in the contract
●	Determination of the transaction price
●	Allocation of the transaction price to the performance obligations in the contract
●	Recognition of revenue when, or as, the Company satisfies a performance obligation

Disaggregation of revenues

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

Schedule of Disaggregation of Revenue

	Three Months Ended March 31, 2024		Three Months Ended March 31, 2023
Subscription and license revenue	$	5,387	$	85
Training and education		-		3,075
Total revenue	$	5,387	$	3,160

Deferred Revenue

Basic and Diluted Loss Per Share

Recent Accounting Pronouncements

Going Concern

3 Months Ended

Mar. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Going Concern

Note 3. Going Concern

Related Party Transactions

3 Months Ended

Mar. 31, 2024

Related Party Transactions

Note 4. Related Party Transactions

Expense paid on the Company’s behalf

Founder note

Accrued salary and interest

Equity

3 Months Ended

Mar. 31, 2024

Equity [Abstract]

Equity

Note 5. Equity

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

Common Stock

On February 6, 2024, the Company issued 87,500 shares of common stock at $0.40 per share and collected $35,000.

Preferred Stock

Series A Convertible Preferred Stock

Series B-1 Convertible Preferred Stock

Series B-2 Convertible Preferred Stock

Stock Warrants

The following table summarizes the stock warrant activity for the three months ended March 31, 2024:

Schedule of Warrant Outstanding

	Warrants		Weighted-Average Exercise Price Per Share
Outstanding, December 31, 2023		350,000	$	1.29
Granted		–		–
Exercised		–		–
Forfeited		–		–
Expired		–		–
Outstanding, March 31, 2024		350,000	$	1.29

As of March 31, 2024 the outstanding and exercisable warrants have a weighted average remaining term of 4.06 with no intrinsic value, respectively.

Stock Options

During the three months ended March 31, 2024, the Company recognized $84,663 of expense related to outstanding stock options.

The following table summarizes the stock option activity for the three months ended March 31, 2024:

Schedule of Stock Options

	Options		Weighted-Average Exercise Price Per Share
Outstanding, December 31, 2023		3,645,000	$	0.43
Granted		750,000		0.51
Exercised		–		–
Forfeited		–		–
Expired		–		–
Outstanding, March 31, 2024		4,395,000	$	0.43
Exercisable, March 31, 2024		490,000	$	0.47

As of March 31, 2024, the outstanding and exercisable options have a weighted average remaining term of 5.46 with an intrinsic value of $137,125.

Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Use of Estimates

Use of Estimates

Cash and Cash Equivalents

Cash and Cash Equivalents

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

Accounts Receivable

Accounts Receivable

Property and Equipment

Property and Equipment

Schedule of Property and Equipment

Estimated

Category

Useful

Lives

Building and improvements

3 years

Related Parties

Related Parties

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

Fair Value of Financial Instruments

Fair Value of Financial Instruments

Revenue Recognition

Revenue Recognition

●	Identification of the contract with a customer
●	Identification of the performance obligations in the contract
●	Determination of the transaction price
●	Allocation of the transaction price to the performance obligations in the contract
●	Recognition of revenue when, or as, the Company satisfies a performance obligation

Disaggregation of revenues

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

Schedule of Disaggregation of Revenue

	Three Months Ended March 31, 2024		Three Months Ended March 31, 2023
Subscription and license revenue	$	5,387	$	85
Training and education		-		3,075
Total revenue	$	5,387	$	3,160

Deferred Revenue

Basic and Diluted Loss Per Share

Basic and Diluted Loss Per Share

Recent Accounting Pronouncements

Recent Accounting Pronouncements

Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Schedule of Property and Equipment

Estimated

Category

Useful

Lives

Building and improvements

3 years

Schedule of Disaggregation of Revenue

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

Schedule of Disaggregation of Revenue

	Three Months Ended March 31, 2024		Three Months Ended March 31, 2023
Subscription and license revenue	$	5,387	$	85
Training and education		-		3,075
Total revenue	$	5,387	$	3,160

Equity (Tables)

3 Months Ended

Mar. 31, 2024

Equity [Abstract]

Schedule of Warrant Outstanding

The following table summarizes the stock warrant activity for the three months ended March 31, 2024:

Schedule of Warrant Outstanding

	Warrants		Weighted-Average Exercise Price Per Share
Outstanding, December 31, 2023		350,000	$	1.29
Granted		–		–
Exercised		–		–
Forfeited		–		–
Expired		–		–
Outstanding, March 31, 2024		350,000	$	1.29

Schedule of Stock Options

The following table summarizes the stock option activity for the three months ended March 31, 2024:

Schedule of Stock Options

	Options		Weighted-Average Exercise Price Per Share
Outstanding, December 31, 2023		3,645,000	$	0.43
Granted		750,000		0.51
Exercised		–		–
Forfeited		–		–
Expired		–		–
Outstanding, March 31, 2024		4,395,000	$	0.43
Exercisable, March 31, 2024		490,000	$	0.47

Schedule of Property and Equipment (Details)	Mar. 31, 2024
Building Improvements [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives	3 years

Schedule of Disaggregation of Revenue (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Product Information [Line Items]
Total revenue	$ 5,387	$ 3,160
Subscription and License [Member]
Product Information [Line Items]
Total revenue	5,387	85
Training and Education [Member]
Product Information [Line Items]
Total revenue		$ 3,075

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Accounting Policies [Abstract]
Allowance for credit loss	$ 0	$ 0
Deferred revenue	$ 16,000	$ 0

Related Party Transactions (Details Narrative) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Related Party Transaction [Line Items]
Imputed interest	$ 1,665	$ 1,665
Contributed capital	4,448
Rowland Day [Member]
Related Party Transaction [Line Items]
Expenses paid on company's behalf	89,440	78,049
Repayments of expenses to related party	65,328	48,015
Balance owed	28,448		$ 4,337
Imputed interest	1,665	$ 1,665
Notes payable principal balance	221,990		221,990
Accrued interest	36,073		33,299
Contributed capital	$ 4,448		$ 351,459
Rowland Day [Member] \| Series B-1 Convertible Preferred Stock [Member]
Related Party Transaction [Line Items]
Conversion price	$ 0.10
Rowland Day [Member] \| Convertible Debt [Member]
Related Party Transaction [Line Items]
Related party interest rate	5.00%

Schedule of Warrant Outstanding (Details) - Warrant [Member]	3 Months Ended
	Mar. 31, 2024 $ / shares shares
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants outstanding, beginning balance \| shares	350,000
Weighted average exercise price per share, beginning balance \| $ / shares	$ 1.29
Warrants, granted \| shares
Weighted average exercise price per share, granted \| $ / shares
Warrants, exercised \| shares
Weighted average exercise price per share, exercised \| $ / shares
Warrants, forfeited \| shares
Weighted average exercise price per share, forfeited \| $ / shares
Warrants, expired \| shares
Weighted average exercise price per share, expired \| $ / shares
Warrants outstanding, ending balance \| shares	350,000
Weighted average exercise price per share, ending balance \| $ / shares	$ 1.29

Schedule of Stock Options (Details) - Share-Based Payment Arrangement, Option [Member]	3 Months Ended
	Mar. 31, 2024 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Options outstanding, beginning balance \| shares	3,645,000
Weighted average exercise price, beginning balance \| $ / shares	$ 0.43
Options, granted \| shares	750,000
Weighted average exercise price, granted \| $ / shares	$ 0.51
Options, exercised \| shares
Weighted average exercise price, exercised \| $ / shares
Options, forfeited \| shares
Weighted average exercise price, forfeited \| $ / shares
Options, expired \| shares
Weighted average exercise price, expired \| $ / shares
Options outstanding, ending balance \| shares	4,395,000
Weighted average exercise price, ending balance \| $ / shares	$ 0.43
Options, exercisable \| shares	490,000
Weighted average exercise price, exercisable \| $ / shares	$ 0.47

Equity (Details Narrative) - USD ($)			1 Months Ended		3 Months Ended
Equity (Details Narrative) - USD ($)	Feb. 06, 2024	Jan. 24, 2024	Oct. 31, 2015	Apr. 30, 2008	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	May 02, 2023	May 01, 2023
Class of Stock [Line Items]
Common stock, shares authorized					500,000,000		500,000,000
Common stock, par value					$ 0.001		$ 0.001
Preferred stock, shares authorized					50,000,000		50,000,000
Preferred stock, par value					$ 0.001		$ 0.001
Common stock issued, shares	87,500
Share issued price per share	$ 0.40
Common stock issued, value	$ 35,000				$ 35,000	$ 175,000
Share-Based Payment Arrangement, Option [Member]
Class of Stock [Line Items]
Term					10 years
Stock price					$ 0.51
Exercise price					$ 0.51
Volatility					162.68%
Discount rate					4.14%
Stock options expense					$ 84,663
Options outstanding, weighted average remaining term					5 years 5 months 15 days
Options exercisable, weighted average remaining term					5 years 5 months 15 days
Options outstanding, intrinsic value					$ 137,125
Options exercisable, intrinsic value					$ 137,125
Director [Member]
Class of Stock [Line Items]
Stock options, issuance		750,000
Term		10 years
Exercise price		$ 0.51
Option grants issuance		$ 368,386
Warrant [Member]
Class of Stock [Line Items]
Warrants outstanding, weighted average remaining term					4 years 21 days
Warrants exercisable, weighted average remaining term					4 years 21 days
Warrants outstanding, intrinsic value					$ 0
Warrants exercisable, intrinsic value					$ 0
Series B-1 Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized									8,619,420
Series A Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized				5,000,000	2,068		2,068		2,068
Preferred stock, par value				$ 0.001	$ 0.001		$ 0.001
Preferred stock, voting rights			Each share of Series A has voting rights equal to the amount of shares of common stock
Preferred stock, convertible, terms				1 to 1.25
Preferred stock, shares issued					2,068		2,068
Preferred stock, shares outstanding					2,068		2,068
Series A-1 Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares issued					2,068		2,068
Preferred stock, shares outstanding					2,068		2,068
Series B-1 Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized			3,107,438		8,619,420		8,619,420
Preferred stock, par value					$ 0.001		$ 0.001
Preferred stock, voting rights			Each share of Series B-1 has voting rights 3.2x (times) that of the number of votes that is equal to the number of common stock
Preferred stock, convertible, terms			1 to 11
Preferred stock, shares issued					8,619,420		8,619,420
Preferred stock, shares outstanding					8,619,420		8,619,420
Preferred stock, redemption price per share			$ 0.70798
Outstanding votes percent			51.00%
Additional shares issued								2,946,074
Series B-2 Covertible Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized			3,107,438						0
Preferred stock, par value			$ 0.001
Preferred stock, voting rights			Each share of Series B-2 has voting rights equal to the amount of shares of common stock
Preferred stock, convertible, terms			1 to 1
Liquidation preference, value			$ 0
Series B-2 Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares issued					0		0
Preferred stock, shares outstanding					0		0

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Schedule of Warrant Outstanding (Details) - Warrant [Member]	3 Months Ended
	Mar. 31, 2024 $ / shares shares
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants outstanding, beginning balance \| shares	350,000
Weighted average exercise price per share, beginning balance \| $ / shares	$ 1.29
Warrants, granted \| shares
Weighted average exercise price per share, granted \| $ / shares
Warrants, exercised \| shares
Weighted average exercise price per share, exercised \| $ / shares
Warrants, forfeited \| shares
Weighted average exercise price per share, forfeited \| $ / shares
Warrants, expired \| shares
Weighted average exercise price per share, expired \| $ / shares
Warrants outstanding, ending balance \| shares	350,000
Weighted average exercise price per share, ending balance \| $ / shares	$ 1.29

Schedule of Stock Options (Details) - Share-Based Payment Arrangement, Option [Member]	3 Months Ended
	Mar. 31, 2024 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Options outstanding, beginning balance \| shares	3,645,000
Weighted average exercise price, beginning balance \| $ / shares	$ 0.43
Options, granted \| shares	750,000
Weighted average exercise price, granted \| $ / shares	$ 0.51
Options, exercised \| shares
Weighted average exercise price, exercised \| $ / shares
Options, forfeited \| shares
Weighted average exercise price, forfeited \| $ / shares
Options, expired \| shares
Weighted average exercise price, expired \| $ / shares
Options outstanding, ending balance \| shares	4,395,000
Weighted average exercise price, ending balance \| $ / shares	$ 0.43
Options, exercisable \| shares	490,000
Weighted average exercise price, exercisable \| $ / shares	$ 0.47

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