Core Insights - Vocodia Holdings Corp. has launched a Motor Vehicle Accident (MVA) Lead and Call Generation Campaign in partnership with Tort-X and Scale Agile Solutions (SAS), marking a strategic expansion into the legal sector [1][2] - The campaign aims to generate high-quality signed retainers for personal injury cases, utilizing SAS's advanced AI technology to enhance lead qualification and conversion rates [2][3] Company Overview - Vocodia is recognized as a pioneer in AI-driven customer engagement, providing innovative technology solutions through its Digital Intelligence Sales Agent (DISA) platform [12] - The company is headquartered in Boca Raton, Florida, and focuses on delivering scalable solutions that improve customer interaction and operational efficiency [12] Partnership Details - The collaboration involves Tort-X acting as the buyer and SAS as the seller, with a focus on delivering leads that meet strict qualification criteria for law firms [2] - SAS will provide the AI technology and handle lead generation, while Tort-X will supply necessary operational details for effective campaign execution [4] Campaign Structure - The campaign is structured around signed retainers that become billable after a 14-day quality assurance period, aligning with industry best practices [3] - The MVA lead generation initiative targets states with high MVA incidence and robust insurance frameworks, including AL, AZ, CA, CO, and others [6] Financial Aspects - The acquisition of SAS is valued at approximately $10.5 million, based on SAS's annual recurring revenue and pipeline [7] - SAS stakeholders will receive a 45% equity stake in Vocodia via Preferred Stock, with protective measures in place [7] Market Context - MVA lead generation is crucial in the personal injury legal industry, where timely and qualified leads can significantly influence case outcomes [10] - The integration of AI in lead generation addresses challenges related to lead quality and conversion efficiency, potentially leading to substantial cost savings for law firms [10]

Core Insights - Vocodia Holdings Corp. has signed a non-binding Revised Letter of Intent to acquire Scale Agile Solutions, aiming to enhance its position in the $470 billion conversational AI market [1][2] Strategic Transaction Overview - The acquisition will involve Vocodia acquiring key assets from SAS, while Connexus Ai Inc. will remain separate and not part of the transaction [2] - Post-acquisition, SAS will function as an independent division within Vocodia for at least one fiscal year to facilitate integration [2] Financial Details - The transaction values SAS's assets at approximately $10.5 million, based on its annual recurring revenue of $697,000 and a $1.5 million pipeline [3] - SAS has a strong client base, including contracts with iPower, FermaGlo, and Branch Insurance Group [3] - SAS stakeholders will receive a 45% equity stake in Vocodia through Preferred Stock, which includes conversion rights and anti-dilution protection [3] Synergies and Growth Potential - The combined entities expect to deliver 40-50% efficiency gains in sectors like healthcare and legal by leveraging Vocodia's platform and SAS's AI capabilities [4] - Vocodia plans to secure an equity line of credit (ELOC) facility of at least $25 million to support growth [4] Leadership Statements - The CEO of Vocodia emphasized that the acquisition is a crucial step in redefining conversational AI and unlocking significant value [5] - The CEO of SAS highlighted that the partnership will allow for responsible and strategic expansion of AI capabilities [5] Next Steps - The transaction is subject to customary conditions, including due diligence and regulatory approvals, with a 30-day exclusivity period agreed upon [6]

Core Insights - Vocodia Holdings Corp. has secured a strategic financing agreement with ClearThink Capital Partners, providing immediate access to $100,000 and an equity line of credit of up to $25 million over the next 24 months, aimed at accelerating growth in the AI sector [1][3] Financing Details - The financing structure includes two secured convertible promissory notes of $120,000 each, with a 10% annual interest rate, maturing in 12 months, and convertible into common stock [2] - The STRATA Equity Line of Credit allows Vocodia to request draws starting at a minimum of $25,000, priced at a premium to market, facilitating cost-effective capital access without traditional debt burdens [3] Company Performance - Vocodia continues to show strong momentum with its AI software platform catering to enterprise clients in telecommunications and automation, focusing on profitability and shareholder value creation [4]

Core Insights - Vocodia Holdings Corp has announced strategic measures to strengthen its financial structure and governance while enhancing growth and protecting stakeholder interests [1] - The company has temporarily paused conversions of VHAI Series B and C warrants to evaluate their mechanics and align future conversions with growth objectives [2] - A comprehensive review of authorized shares is underway to eliminate excess and ensure agility for future expansions [3] - Paul Taylor has acquired approximately 28.8% of the company and has been appointed as Chairman and Interim COO, indicating a significant shift in leadership [5][6] Strategic Measures - The pause on warrant conversions is a planned step to prevent premature dilution and ensure alignment with the company's growth trajectory [2] - The review of authorized shares aims to assess current authorizations against projected needs and best practices, focusing on maintaining a flexible equity framework [3] Leadership Changes - Paul Taylor's acquisition of 1,151,240,000 shares represents a strong insider investment, reinforcing investor confidence and aligning leadership incentives [5][6] - Taylor's role is focused on driving operational change and negotiating acquisitions to enhance the company's market position [6]

Core Insights - Vocodia Holdings Corp has appointed Paul Taylor as Chairman of the Board and interim Chief Operating Officer, marking a significant leadership change aimed at transforming the company’s strategic direction [1][2][6] - The company is pivoting its Digital Intelligence Sales Agent (DISA) platform to focus on collaborative business, aligning with market trends that predict the AI-driven customer service market will grow to $47 billion by 2030 [1][4][10] Leadership and Strategic Direction - Paul Taylor brings over 30 years of experience in public company turnarounds and operational efficiencies, which will guide Vocodia's transition from a standalone SaaS provider to a high-margin enabler [2][7] - Taylor's leadership will focus on operational restructuring and strategic partnerships to enhance Vocodia's market positioning and drive sustainable revenue growth [9][10] Product and Market Positioning - The DISA platform will be redefined as the foundational "AI plumbing" for collaborative networks, handling both menial and critical customer engagement functions [3][4] - Vocodia aims to capture significant market share in sectors evolving towards AI-powered agent assistance and dynamic call routing, with industry analysts projecting 3-5x valuation multiples from these network-driven models [4][10] Financial Strategy and Operational Restructuring - The company has implemented immediate austerity measures to streamline operations and prioritize AI developments and partnership integrations, demonstrating a commitment to financial stability [5][9] - Vocodia's disciplined approach aims to enhance operational efficiency while pursuing high-growth opportunities within the AI ecosystem [5][9]

```markdown PART I. FINANCIAL INFORMATION [Item 1. Condensed Consolidated Financial Statements (Unaudited)](index=4&type=section&id=Item%201.%20Condensed%20Consolidated%20Financial%20Statements%20(Unaudited)) This section presents the company's unaudited financial statements, including balance sheets, statements of operations, changes in stockholders' equity, and cash flows, along with their accompanying notes [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The company's total assets increased slightly from $147,982 at December 31, 2024, to $159,642 at June 30, 2025, driven by a significant increase in non-current digital assets, while current assets decreased substantially and total liabilities more than doubled, leading to a larger shareholders' deficit | Metric | June 30, 2025 | December 31, 2024 | Change | % Change | | :-------------------------- | :------------ | :---------------- | :----- | :------- | | Total Assets | $159,642 | $147,982 | $11,660 | 7.88% | | Current Assets | $5,130 | $128,357 | $(123,227) | -96.00% | | Non-Current Assets | $154,512 | $19,625 | $134,887 | 687.33% | | Total Liabilities | $5,910,110 | $2,363,345 | $3,546,765 | 150.00% | | Shareholders' Deficit | $(5,750,468) | $(2,215,363) | $(3,535,105) | 159.57% | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) For the six months ended June 30, 2025, the company reported a net loss of **$4.04 million**, a significant improvement from the **$8.50 million** net loss in the prior year period, with revenue seeing a substantial increase, but gross loss widened due to higher cost of sales, while operating expenses decreased significantly and other expenses remained substantial, primarily due to derivative and warrant liabilities | Metric (Six Months Ended June 30) | 2025 | 2024 | Change | % Change | | :-------------------------------- | :------------ | :------------ | :------------ | :------- | | Sales, net | $15,136 | $75 | $15,061 | 20081% | | Cost of sales | $85,939 | $56,259 | $29,680 | 53% | | Gross loss | $(70,803) | $(56,184) | $(14,619) | 26% | | Total Operating Expenses | $812,282 | $4,399,453 | $(3,587,171) | -82% | | Total other expense | $(3,159,700) | $(4,048,725) | $889,025 | -22% | | Net Loss | $(4,042,785) | $(8,504,362) | $4,461,577 | -52% | | Basic and diluted loss per common share | $(0.01) | $(0.07) | $0.06 | -85.71% | [Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit)](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders'%20Equity%20(Deficit)) The company's total stockholders' deficit increased from **$2.22 million** at December 31, 2024, to **$5.75 million** at June 30, 2025, primarily due to the net loss incurred during the period, partially offset by increases in common stock and additional paid-in capital from warrant exercises and debt settlements/conversions - Total stockholders' deficit increased by **$3.54 million** from **$(2.22 million)** at December 31, 2024, to **$(5.75 million)** at June 30, 2025[14](index=14&type=chunk) - Common stock issued and outstanding increased from 300,213,026 shares to 1,256,214,474 shares during the six months ended June 30, 2025[14](index=14&type=chunk) - Issuance of common stock for settlement of debt contributed **$167,798** to equity, and conversion of convertible notes to common stock contributed **$162,492** to equity[14](index=14&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the six months ended June 30, 2025, cash used in operating activities significantly decreased to **$357,158** from **$4.56 million** in the prior year, while investing activities used **$154,177**, primarily for digital asset purchases, and financing activities provided **$511,337**, mainly from convertible notes, a substantial decrease from **$5.19 million** in the prior year which included IPO proceeds | Cash Flow Activity (Six Months Ended June 30) | 2025 | 2024 | Change | | :-------------------------------------------- | :------------ | :------------ | :------------ | | Net cash used in operating activities | $(357,158) | $(4,557,406) | $4,200,248 | | Net cash used in investing activities | $(154,177) | $(2,131) | $(152,046) | | Net cash provided by financing activities | $511,337 | $5,187,384 | $(4,676,047) | | Net decrease in cash | $2 | $627,847 | $(627,845) | | Cash, end of year | $283 | $627,847 | $(627,564) | - Non-cash investing and financing activities for 2025 included **$36,078** for common stock issued for exercise of warrants[18](index=18&type=chunk) - Non-cash investing and financing activities for 2024 included **$1.50 million** for Series C warrants issued and **$7.66 million** for common stock issued for conversion of debt[18](index=18&type=chunk) [Notes to Unaudited Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed explanations and disclosures for the figures presented in the condensed consolidated financial statements [NOTE 1 – ORGANIZATION AND GOING CONCERN](index=10&type=section&id=NOTE%201%20%E2%80%93%20ORGANIZATION%20AND%20GOING%20CONCERN) Vocodia Holdings Corp, incorporated in Wyoming in 2021, is an AI technology provider, and its financial statements indicate substantial doubt about its ability to continue as a going concern due to a **$4.0 million** net loss and **$0.4 million** cash used in operations for the six months ended June 30, 2025, an accumulated deficit of **$104.7 million**, and negative working capital of **$5.9 million**, with management planning to raise additional funds and/or refinance indebtedness - Vocodia Holdings Corp is a conversational AI technology provider, incorporated April 27, 2021, and acquired IT services provider Click Fish Media, Inc. in 2022[20](index=20&type=chunk)[21](index=21&type=chunk)[22](index=22&type=chunk) - Net loss of approximately **$4.0 million** and cash used in operations of approximately **$0.4 million** for the six months ended June 30, 2025[23](index=23&type=chunk) - Accumulated deficit of **$104.7 million** and negative working capital of **$5.9 million** as of June 30, 2025, raising substantial doubt about going concern[23](index=23&type=chunk) [NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=10&type=section&id=NOTE%202%20%E2%80%93%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This section outlines the accounting principles used, including GAAP, basis of consolidation, use of estimates, cash management, property and equipment depreciation, accounts receivable, revenue recognition, fair value measurements, advertising expense policy, share-based compensation, derivative financial instruments, warrants, and the accounting for the May 2025 Convertible Note, with the company operating as an Emerging Growth Company and electing the extended transition period for new accounting standards - Revenues are derived from implementation fees, recurring monthly software-as-a-service (SaaS), and generation/verification of leads[33](index=33&type=chunk) - Fair value measurements for financial instruments are classified using a three-level hierarchy (Level 1: unadjusted quoted prices; Level 2: quoted prices for similar instruments; Level 3: significant unobservable inputs)[34](index=34&type=chunk)[37](index=37&type=chunk) - Derivative financial instruments are initially recorded at fair value and re-valued each reporting date, with changes reported in the statements of operations[40](index=40&type=chunk) - Warrants are classified as liability-classified instruments if they do not meet equity classification criteria, recorded at fair value, with changes recognized

Core Insights - Vocodia Holdings Corp. has demonstrated superior performance in sales through its AI-driven voice solutions, helping Maxoderm achieve higher revenue per call compared to traditional human call centers [1][2]. Company Performance - Maxoderm selected Vocodia after evaluating multiple AI platforms, finding that Vocodia's digital voice agents outperformed both competing AI systems and live agents in revenue-per-call metrics [2]. - The revenue-per-call with Vocodia is reported to be slightly higher than that of Maxoderm's human call center, indicating a significant improvement in sales efficiency [3]. Technology and Features - Vocodia's platform is designed for scalability, compliance, and natural conversation flow, making it suitable for high-volume sales and service industries [3]. - The AI technology supports over 55 languages and operates 24/7, integrating seamlessly with most CRM and order systems, which enhances efficiency and conversion rates [3]. Industry Impact - Vocodia's AI solutions enable companies to scale operations in ways that human teams cannot match, applicable across various functions such as sales, customer service, and tech support [4]. - The focus of Vocodia is not on replacing human workers but on increasing efficiency and scaling operations effectively [4]. Company Background - Maxoderm is a recognized brand in men's wellness, providing topical solutions aimed at enhancing performance and confidence, with a commitment to innovation in health and personal care [4]. - Vocodia is positioned as a leader in AI-driven voice technology, replacing traditional call center roles with efficient, natural-sounding AI that delivers results at scale [5].

Core Insights - Vocodia Holdings Corp. has announced a Regulation A offering to raise up to $3 million, which has been qualified by the SEC, with subscriptions expected to begin this week [1] - The company aims to use the proceeds to accelerate revenue, strengthen its technology base, and enhance long-term shareholder value [1] - CEO Brian Podolak emphasized the company's focus on executing its business plan and creating value for shareholders despite investor concerns regarding the IPO process [1] Company Overview - Vocodia Holdings Corp. develops AI-driven SaaS solutions that automate customer interactions through its proprietary Digital Intelligence Sales Agent (DISA) technology [2] - DISA is designed to handle voice and chat communications for sales, customer service, and lead qualification across multiple industries, enabling scalable and cost-effective engagement [2] Strategic Goals - The company plans to increase its digital asset holdings as part of its growth and diversification strategy [4] - It aims to add new technology to its portfolio to expand market capabilities [4] - Vocodia intends to activate new client contracts and scale operations to begin generating recurring revenue [4]

PART I. FINANCIAL INFORMATION [Item 1. Condensed Consolidated Financial Statements (Unaudited)](index=4&type=section&id=Item%201.%20Condensed%20Consolidated%20Financial%20Statements%20(Unaudited)) This section presents the unaudited condensed consolidated financial statements, including the balance sheets, statements of operations, changes in stockholders' deficit, and cash flows, along with comprehensive notes detailing the company's financial position, performance, and significant accounting policies [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The company's balance sheet shows a significant decrease in total assets and an increase in total liabilities from December 31, 2024, to March 31, 2025, resulting in a larger shareholders' deficit Total Assets, Liabilities, and Shareholders' Deficit | Metric | March 31, 2025 | December 31, 2024 | | :-------------------------- | :------------- | :---------------- | | Total Assets | $61,317 | $147,982 | | Total Current Liabilities | $3,281,696 | $2,363,345 | | Total Shareholders' Deficit | $(3,220,379) | $(2,215,363) | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) For the three months ended March 31, 2025, the company reported no sales, a gross loss, and a net loss of $1.17 million, a significant improvement from the $6.95 million net loss in the same period of 2024, primarily due to reduced operating expenses and other expenses Net Loss Comparison | Period | Net Loss | | :--------------------------------- | :------------- | | Three Months Ended March 31, 2025 | $(1,172,814) | | Three Months Ended March 31, 2024 | $(6,945,370) | | **Change** | **$5,772,556 (83% decrease in loss)** | Basic and Diluted Loss Per Common Share | Period | Loss Per Share | | :--------------------------------- | :------------- | | Three Months Ended March 31, 2025 | $(0.00) | | Three Months Ended March 31, 2024 | $(0.37) | Operating Loss Comparison | Period | Operating Loss | | :--------------------------------- | :------------- | | Three Months Ended March 31, 2025 | $(310,923) | | Three Months Ended March 31, 2024 | $(2,822,460) | [Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit)](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders'%20Equity%20(Deficit)) The company's total shareholders' deficit increased from $(2,215,363) at December 31, 2024, to $(3,220,379) at March 31, 2025, primarily due to the net loss incurred during the period, partially offset by common stock issuances for debt settlement Total Shareholders' Deficit | Date | Amount | | :---------------- | :------------- | | December 31, 2024 | $(2,215,363) | | March 31, 2025 | $(3,220,379) | - For the three months ended March 31, 2025, the company issued **101,855,000 shares** of common stock for settlement of debt, valued at **$167,798**[12](index=12&type=chunk) - The net loss for the three months ended March 31, 2025, was **$(1,172,814)**[12](index=12&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the three months ended March 31, 2025, the company used $188,550 in operating activities, a significant reduction from $2,428,570 used in the prior year period. Financing activities provided $189,608, leading to a net increase in cash of $1,058, bringing the ending cash balance to $1,339 Cash Flow from Operating Activities | Period | Cash Flow | | :--------------------------------- | :------------- | | Three Months Ended March 31, 2025 | $(188,550) | | Three Months Ended March 31, 2024 | $(2,428,570) | | **Change** | **$2,240,020 (reduced cash usage)** | Cash Flow from Financing Activities | Period | Cash Flow | | :--------------------------------- | :------------- | | Three Months Ended March 31, 2025 | $189,608 | | Three Months Ended March 31, 2024 | $5,125,428 | | **Change** | **$(4,935,820) (decreased cash provided)** | Ending Cash Balance | Date | Cash | | :---------------- | :----- | | March 31, 2025 | $1,339 | | March 31, 2024 | $2,696,858 | [Notes to Unaudited Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) These notes provide detailed information on the company's organization, significant accounting policies, financial instruments, equity structure, related party transactions, legal proceedings, and subsequent events, highlighting the company's going concern risk due to recurring losses and negative working capital [NOTE 1 – ORGANIZATION AND GOING CONCERN](index=9&type=section&id=NOTE%201%20%E2%80%93%20ORGANIZATION%20AND%20GOING%20CONCERN) Vocodia Holdings Corp, incorporated in Wyoming in 2021, is an AI technology provider. The company's ability to continue as a going concern is in substantial doubt due to a net loss of $1.2 million, an accumulated deficit of $101.8 million, and negative working capital of $3.2 million for the three months ended March 31, 2025. Management plans to raise additional funds and/or refinance indebtedness - Vocodia Holdings Corp is a conversational artificial intelligence (AI) technology provider[18](index=18&type=chunk)[124](index=124&type=chunk) - Net Loss (3 months ended March 31, 2025): Approximately **$1.2 million**[21](index=21&type=chunk) - Accumulated Deficit (3 months ended March 31, 2025): **$101.8 million**[21](index=21&type=chunk) - Cash Used in Operations (3 months ended March 31, 2025): Approximately **$0.2 million**[21](index=21&type=chunk) - Negative Working Capital (3 months ended March 31, 2025): **$3.2 million**[21](index=21&type=chunk) - In May 2025, the company closed on a private offering for a Senior Secured Convertible Note in the original principal amount of **$3.3 million**[21](index=21&type=chunk)[115](index=115&type=chunk) [NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=9&type=section&id=NOTE%202%20%E2%80%93%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This section outlines the company's accounting policies, including basis of presentation, consolidation, use of estimates, cash and cash equivalents, property and equipment, accounts receivable, revenue recognition, fair value measurements, advertising, share-based compensation, convertible notes, derivative financial instruments, warrants, net income (loss) per share, leases, and recent accounting pronouncements - The unaudited consolidated financial statements are prepared in accordance with GAAP for interim financial information[23](index=23&type=chunk) - Significant estimates include valuation of derivatives, valuation allowance on deferred tax assets, share-based compensation, useful lives for long-lived assets, and incremental borrowing rate for right-of-use assets[26](index=26&type=chunk) - Revenue is derived from implementation fees, recurring monthly software-as-a-service, and lead generation/verification, following a five-step recognition process[32](index=32&type=chunk) - Derivative liabilities are classified as **Level 3 fair value measurements**, determined using pricing models, discounted cash flow methodologies, or similar techniques requiring significant judgment[35](index=35&type=chunk)[36](index=36&type=chunk) [NOTE 3 – PROPERTY AND EQUIPMENT](index=14&type=section&id=NOTE%203%20%E2%80%93%20PROPERTY%20AND%20EQUIPMENT) Net property and equipment decreased from $18,912 at December 31, 2024, to $17,326 at March 31, 2025, primarily due to accumulated depreciation Property and Equipment, Net | Date | Amount | | :---------------- | :----- | | March 31, 2025 | $17,326 | | December 31, 2024 | $18,912 | Depreciation and Amortization Expenses | Period | Amount | | :--------------------------------- | :----- | | Three Months Ended March 31, 2025 | $1,586 | | Three Months Ended March 31, 2024 | $1,480 | [NOTE 4 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES](index=14&type=section&id=NOTE%204%20%E2%80%93%20ACCOUNTS%20PAYABLE%20AND%20ACCRUED%20EXPENSES) Accounts payable and accrued expenses increased from $1,945,207 at December 31, 2024, to $2,090,276 at March 31, 2025, driven mainly by an increase in accounts payable and accrued interest Accounts Payable and Accrued Expenses | Date | Amount | | :---------------- | :------------- | | March 31, 2025 | $2,090,276 | | December 31, 2024 | $1,945,207 | - Accrued interest increased from **$11,612** at December 31, 2024, to **$60,696** at March 31, 2025[56](index=56&type=chunk) [NOTE 5 – OPERATING LEASES](index=15&type=section&id=NOTE%205%20%E2%80%93%20OPERATING%20LEASES) The company's lease liabilities were nil as of March 31, 2025, and December 31, 2024, as it moved out of its corporate office premises in December 2024 - Lease liabilities were **$0** as of March 31, 2025, and December 31, 2024[57](index=57&type=chunk) - Total lease cost for the three months ended March 31, 2024, was **$46,545**[58](index=58&type=chunk) [NOTE 6 – NOTE PAYABLE AND CONVERTIBLE NOTES PAYABLE](index=15&type=section&id=NOTE%206%20%E2%80%93%20NOTE%20PAYABLE%20AND%20CONVERTIBLE%20NOTES%20PAYABLE) The company had a $40,000 note payable at March 31, 2025, with accrued interest. Convertible notes payable significantly increased from $157,871 at December 31, 2024, to $364,455 at March 31, 2025, due to new issuances in January and March 2025, and a modification of a December 2024 note - Note payable balance was **$40,000** as of March 31, 2025, and December 31, 2024[61](index=61&type=chunk) Convertible Notes Payable, Net | Date | Amount | | :---------------- | :------------- | | March 31, 2025 | $364,455 | | December 31, 2024 | $157,871 | - New convertible notes issued in January and March 2025 had a total face value of **$461,714**[61](index=61&type=chunk)[65](index=65&type=chunk)[69](index=69&type=chunk) - Interest expense for convertible notes was **$68,900** for Q1 2025, down from **$89,133** for Q1 2024[61](index=61&type=chunk)[65](index=65&type=chunk)[69](index=69&type=chunk) [NOTE 7 – DERIVATIVE LIABILITITES](index=18&type=section&id=NOTE%207%20%E2%80%93%20DERIVATIVE%20LIABILITITES) Derivative liabilities related to convertible notes were valued at $106,521 as of March 31, 2025, using a Level 3 fair value measurement (Black-Scholes model). The company recognized a day-one loss of $91,456 on new derivatives and a gain of $140,272 from changes in fair value during Q1 2025 Derivative Liability Balance | Date | Amount | | :---------------- | :------------- | | March 31, 2025 | $106,521 | | December 31, 2024 | $105,337 | - Derivative liabilities are classified as **Level 3 fair value measurements** and valued using the Black-Scholes pricing model[71](index=71&type=chunk)[72](index=72&type=chunk) - The aggregate loss on derivatives for the three months ended March 31, 2025, was **$(48,816)**, including a day-one loss of **$91,456** and a gain on change in fair value of **$(140,272)**[75](index=75&type=chunk) [NOTE 8 – STOCKHOLDERS' EQUITY](index=19&type=section&id=NOTE%208%20%E2%80%93%20STOCKHOLDERS'%20EQUITY) The company increased its authorized common shares to 15 billion and amended Series A Preferred Stock to restore voting rights. As of March 31, 2025, 584,065,699 common shares and 4,000,000 Series A Preferred shares were outstanding, while Series B, C, and D Preferred Stock had no outstanding shares - Authorized common shares increased to **15,000,000,000**, and Series A Preferred Stock had voting rights restored, effective **February 28, 2025**[76](index=76&type=chunk)[78](index=78&type=chunk) Common Stock Outstanding | Date | Shares Outstanding | | :---------------- | :----------------- | | March 31, 2025 | 584,065,699 | | December 31, 2024 | 300,213,026 | - As of March 31, 2025, **4,000,000 shares** of Series A Preferred Stock were outstanding, while Series B, C, and D Preferred Stock had no shares issued and outstanding[80](index=80&type=chunk)[83](index=83&type=chunk)[87](index=87&type=chunk)[90](index=90&type=chunk) [NOTE 9 – STOCK-BASED COMPENSATION](index=24&type=section&id=NOTE%209%20%E2%80%93%20STOCK-BASED%20COMPENSATION) Stock-based compensation was $0 for the three months ended March 31, 2025, a decrease from $153,000 in the prior year period. The number of outstanding warrants decreased slightly to 1,810,052 as of March 31, 2025, with an average exercise price of $5.42 Stock-Based Compensation Expense | Period | Amount | | :--------------------------------- | :----- | | Three Months Ended March 31, 2025 | $0 | | Three Months Ended March 31, 2024 | $153,000 | Warrants Outstanding | Date | Number of Warrants | Weighted Average Exercise Price | | :---------------- | :----------------- | :------------------------------ | | December 31, 2024 | 1,846,352 | $5.48 | | March 31, 2025 | 1,810,052 | $5.42 | [NOTE 10 – RELATED PARTY TRANSACTIONS](index=25&type=section&id=NOTE%2010%20%E2%80%93%20RELATED%20PARTY%20TRANSACTIONS) Related party transactions for Q1 2025 included $33,277 in management fees billed by an entity owned by the CEO, and a repayment of $21,729 to related parties. The related party note payable balance remained at $77,251 - Related party payable balance was **$77,251** as of March 31, 2025, and December 31, 2024[98](index=98&type=chunk) - Management fees of **$33,277** were billed by SGT Teams, an entity wholly owned by the Company's CEO, during the three months ended March 31, 2025[101](index=101&type=chunk) - The company repaid **$21,729** due to related parties during the three months ended March 31, 2025[104](index=104&type=chunk) [NOTE 11 – LEGAL PROCEEDINGS](index=25&type=section&id=NOTE%2011%20%E2%80%93%20LEGAL%20PROCEEDINGS) The company is involved in several legal disputes, including a class action lawsuit under the TCPA, an arbitration claim, and lawsuits for unpaid professional fees. One lawsuit with Carstens, Allen & Gourley, LLP was settled in April 2025 for $160,000 - TCPA class action lawsuit alleging prerecorded calls to Do-Not-Call Registry numbers; mediation scheduled for **October 15, 2024**[106](index=106&type=chunk)[107](index=107&type=chunk)[108](index=108&type=chunk)[109](index=109&type=chunk)[184](index=184&type=chunk)[185](index=185&type=chunk)[186](index=186&type=chunk)[187](index=187&type=chunk)[188](index=188&type=chunk) - Arbitration claim by ProofPositive LLC under the Arizona Securities Act[106](index=106&type=chunk)[107](index=107&type=chunk)[108](index=108&type=chunk)[109](index=109&type=chunk)[184](index=184&type=chunk)[185](index=185&type=chunk)[186](index=186&type=chunk)[187](index=187&type=chunk)[188](index=188&type=chunk) - Lawsuits for unpaid professional fees from Carstens, Allen & Gourley, LLP (settled for **$160,000** in April 2025), MAI Voice GCO, LLC (**$32,090**), and Berkowitz Pollack & Brant Advisors (**$48,057**)[106](index=106&type=chunk)[107](index=107&type=chunk)[108](index=108&type=chunk)[109](index=109&type=chunk)[184](index=184&type=chunk)[185](index=185&type=chunk)[186](index=186&type=chunk)[187](index=187&type=chunk)[188](index=188&type=chunk) [NOTE 12 – COMMITMENTS AND CONTINGENCIES](index=26&type=section&id=NOTE%2012%20%E2%80%93%20COMMITMENTS%20AND%20CONTINGENCIES) The company recognized liquidated damages payable of $587,243 as of March 31, 2025, stemming from settlement agreements with investors for default in issuing common stock related to warrants - Liquidated damages payable amounted to **$587,243** as of March 31, 2025[113](index=113&type=chunk) - Settlement of **$500,000** liquidated damages with an investor, partially settled by **78,855,000 common shares** valued at **$133,297**[111](index=111&type=chunk) - Settlement of **$210,375** liquidated damages with an investor, partially settled by **23,000,000 common shares** valued at **$34,500**[112](index=112&type=chunk) [NOTE 13 – PREPAID EXPENSE](index=26&type=section&id=NOTE%2013%20%E2%80%93%20PREPAID%20EXPENSE) Prepaid expenses decreased from $77,076 at December 31, 2024, to $41,652 at March 31, 2025, primarily due to a reduction in prepaid insurance Prepaid Expenses | Date | Amount | | :---------------- | :----- | | March 31, 2025 | $41,652 | | December 31, 2024 | $77,076 | [NOTE 14 – SUBSEQUENT EVENTS](index=27&type=section&id=NOTE%2014%20%E2%80%93%20SUBSEQUENT%20EVENTS) Subsequent to March 31, 2025, the company entered into a Senior Secured Convertible Note for $3.3 million, issued common stock for liquidated damages settlements and warrant exercises, and settled a lawsuit for $160,000 - On May 13, 2025, the company entered into a Senior Secured Convertible Note for **$3,333,333** (including OID) with a **10% interest rate** and issued warrants for **611,111,111 shares**[115](index=115&type=chunk) - Issued **116,400,000 common shares** in April/May 2025 for partial settlement of **$500,000** liquidated damages[116](index=116&type=chunk) - Issued **92,000,000 common shares** in June 2025 for partial settlement of **$210,375** liquidated damages[117](index=117&type=chunk) - Issued **178,775,882 common shares** in April/May 2025 for cashless exercise of Series B warrants[116](index=116&type=chunk)[117](index=117&type=chunk) - Issued **215,872,894 common shares** in May 2025 for conversion of **$91,365** note payable principal and accrued interest[116](index=116&type=chunk)[117](index=117&type=chunk) - In April 2025, the company settled a lawsuit with Carstens Allen and Gourley for **$160,000**[118](index=118&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=28&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial performance and condition, highlighting a significant reduction in net loss and operating expenses for Q1 2025 compared to Q1 2024, but also emphasizing ongoing liquidity challenges and substantial doubt about its ability to continue as a going concern [CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS](index=28&type=section&id=CAUTIONARY%20STATEMENT%20CONCERNING%20FORWARD-LOOKING%20STATEMENTS) This section advises readers that the report contains forward-looking statements subject to known and unknown risks and uncertainties, and that actual results may differ materially from projections. The company assumes no obligation to update these statements unless required by law - Forward-looking statements are identified by words such as 'may,' 'will,' 'should,' 'expect,' 'anticipate,' 'continue,' 'estimate,' 'believe,' 'intend,' or 'project'[120](index=120&type=chunk) - Actual results may differ materially from forward-looking statements due to various known and unknown risks and uncertainties[121](index=121&type=chunk)[122](index=122&type=chunk) - The company assumes no obligation to update forward-looking statements unless required by applicable law or regulation[122](index=122&type=chunk) [Overview and Business Summary](index=28&type=section&id=Overview%20and%20Business%20Summary) Vocodia Holdings Corp is a conversational AI technology provider focused on scalable cloud-based solutions to increase sales and customer service efficiency for businesses. Its wholly-owned subsidiary, Click Fish Media, Inc., provides IT services. The company completed its IPO in February 2024 but was delisted from Cboe in September 2024 and now trades on the OTC Pink Market - Vocodia Holdings Corp is a conversational AI technology provider aiming to offer scalable enterprise AI sales and customer service solutions[124](index=124&type=chunk)[125](index=125&type=chunk)[129](index=129&type=chunk) - The company's wholly-owned subsidiary, Click Fish Media, Inc. (CFM), provides IT services[126](index=126&type=chunk) - Completed IPO on **February 26, 2024**, on the BZX Exchange[131](index=131&type=chunk) - Delisted from Cboe on **September 10, 2024**, due to non-compliance with minimum bid price and stockholders' equity requirements[133](index=133&type=chunk)[134](index=134&type=chunk) - Common stock began trading on the OTC Pink Market on **September 11, 2024**[135](index=135&type=chunk) [Results of Operations](index=32&type=section&id=Results%20of%20Operations) For the three months ended March 31, 2025, the company reported no revenue, a gross loss of $47,130, and a net loss of $1,172,814. This represents an 83% reduction in net loss compared to the prior year, primarily driven by a 91% decrease in total operating expenses due to reduced IPO-related costs, staff, and software development - No revenue was earned for the three months ended March 31, 2025 or 2024; sales of the DISA product were suspended for functionality updates, with relaunch anticipated in **Q3 2025**[136](index=136&type=chunk) Key Financial Results (Three Months Ended March 31) | Metric | 2025 | 2024 | Change | % Change | | :-------------------------- | :----------- | :----------- | :----------- | :--------- | | Revenues | $0 | $0 | $0 | 0% | | Cost of Revenue | $47,130 | $0 | $47,130 | 100% | | Gross Profit (Loss) | $(47,130) | $0 | $(47,130) | 100% | | Total Operating Expenses | $263,793 | $2,822,460 | $(2,558,667) | -91% | | Other Income (Expenses) | $(861,891) | $(4,122,910) | $3,261,019 | -79% | | Net Loss | $(1,172,814) | $(6,945,370) | $5,772,556 | -83% | - General and administrative expenses decreased by **88% ($1,444,012)** due to reduced IPO-related costs[140](index=140&type=chunk) - Salaries and wages decreased by **91% ($349,106)** due to staff reduction and lower stock-based compensation[141](index=141&type=chunk) - Research and development expenses decreased by **97% ($765,549)** due to reduced DISA product development costs[142](index=142&type=chunk) [Liquidity and Capital Resources](index=33&type=section&id=Liquidity%20and%20Capital%20Resources) The company faces significant liquidity challenges, with a working capital deficiency of $3,237,705 and only $1,339 in cash as of March 31, 2025. Current assets decreased by 66% while current liabilities increased by 39% since December 31, 2024, raising substantial doubt about its ability to continue as a going concern. Management plans to rely on cash from operations, equity, and debt offerings, and may implement cost controls or explore strategic options if capital is not available Liquidity and Capital Resources Summary | Metric | March 31, 2025 | December 31, 2024 | Change | % Change | | :---------------------- | :------------- | :---------------- | :----------- | :--------- | | Current Assets | $43,991 | $128,357 | $(84,366) | -66% | | Current Liabilities | $3,281,696 | $2,363,345 | $918,351 | 39% | | Working Capital (Deficiency) | $(3,237,705) | $(2,234,988) | $(1,002,717) | 45% | - As of March 31, 2025, the company had total cash of **$1,339** and a working capital deficiency of **$3,237,705**, raising substantial doubt about its ability to continue as a going concern[147](index=147&type=chunk) - The company intends to rely on cash from operations, equity, and debt offerings, and may implement cost control measures or explore strategic options if additional capital is not available[148](index=148&type=chunk) [Cash Flow](index=35&type=section&id=Cash%20Flow) For Q1 2025, cash used in operating activities significantly decreased to $188,550 from $2,428,570 in Q1 2024. Cash provided by financing activities was $189,608, a substantial decrease from $5,125,428 in Q1 2024, primarily due to lower proceeds from stock and preferred stock issuances Cash Flow Summary (Three Months Ended March 31) | Activity | 2025 | 2024 | Change | | :--------------------------------- | :----------- | :----------- | :----------- | | Cash provided by / (used in) operating activities | $(188,550) | $(2,428,570) | $2,240,020 | | Cash provided by / (used in) financing activities | $189,608 | $5,125,428 | $(4,935,820) | | Cash on hand (ending balance) | $1,339 | $2,696,858 | $(2,695,519) | - Cash provided by financing activities in Q1 2025 included **$260,000** from convertible notes payable, offset by repayments to related parties and convertible notes[154](index=154&type=chunk) [Off-Balance Sheet Arrangements](index=35&type=section&id=Off-Balance%20Sheet%20Arrangements) The company does not have any off-balance sheet arrangements or relationships with unconsolidated entities or financial partnerships - The company has no off-balance sheet arrangements or relationships with unconsolidated entities or financial partnerships[155](index=155&type=chunk) [Going Concern](index=35&type=section&id=Going%20Concern) The company's financial statements are prepared under the going concern assumption, but management has identified conditions (net loss, accumulated deficit, negative working capital) that raise substantial doubt about its ability to continue as a going concern within one year - Management evaluates conditions that raise substantial doubt about the company's ability to continue as a going concern within one year[157](index=157&type=chunk) [Critical Accounting Policies](index=35&type=section&id=Critical%20Accounting%20Policies) The company's critical accounting policies involve significant judgments and estimates, particularly for fair value measurements of financial instruments (Level 3 for derivative liabilities), derivative liabilities, beneficial conversion features, debt discount, research and development, and stock-based compensation - Critical accounting policies include Fair Value of Financial Instruments, Derivative Liabilities, Beneficial Conversion Features, Debt Discount, Research and Development, and Stock-based Compensation[160](index=160&type=chunk)[161](index=161&type=chunk)[162](index=162&type=chunk)[163](index=163&type=chunk)[164](index=164&type=chunk)[165](index=165&type=chunk) - Fair value measurements use a three-tier hierarchy, with **Level 3 valuations** involving significant judgment and complexity due to unobservable inputs[167](index=167&type=chunk)[168](index=168&type=chunk) - Derivative liabilities are adjusted to fair value at each reporting period using a binomial pricing model, with changes recorded in the statements of operations[163](index=163&type=chunk) [Recent Accounting Standards](index=37&type=section&id=Recent%20Accounting%20Standards) The company evaluated recent accounting pronouncements, including ASU 2020-06 (Convertible Instruments), and does not expect it to have a material effect on its financial statements - The company does not expect ASU 2020-06, 'Accounting for Convertible Instruments and Contracts in an Entity; Own Equity,' to have a material effect on its financial statements[171](index=171&type=chunk)[172](index=172&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=38&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, Vocodia Holdings Corp is not required to provide quantitative and qualitative disclosures about market risk - The company is exempt from providing quantitative and qualitative disclosures about market risk as a 'smaller reporting company'[174](index=174&type=chunk) [Item 4. Controls and Procedures](index=38&type=section&id=Item%204.%20Controls%20and%20Procedures) The company acknowledges that it does not yet have effective disclosure controls and procedures or internal controls over all aspects of financial reporting. Material weaknesses include insufficient staff for segregation of duties and reliance on a third-party accounting firm for GAAP compliance. The company is working to improve controls but cannot assure future effectiveness - The company does not yet have effective disclosure controls and procedures or internal controls over all aspects of its financial reporting[177](index=177&type=chunk) - Material weaknesses include insufficient staff for optimal segregation of duties and reliance on a third-party accounting firm for GAAP compliance[175](index=175&type=chunk)[177](index=177&type=chunk) - The company expects increased legal, accounting, and financial compliance costs due to public company requirements[175](index=175&type=chunk)[177](index=177&type=chunk) - The company will be required to provide an annual management report on the effectiveness of its internal control over financial reporting commencing with its second annual report on Form 10-K[179](index=179&type=chunk) PART II. OTHER INFORMATION [Item 1. Legal Proceedings](index=39&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in various legal disputes, including a customer claim for unprocessed leads, a former employee's sexual harassment and wrongful termination allegations (dismissed by EEOC), a TCPA class action lawsuit, an arbitration claim, and several lawsuits for unpaid professional fees. One lawsuit was settled in April 2025 - Customer claim regarding unprocessed leads, with **$15,950** accrued as unearned revenue[182](index=182&type=chunk) - Former employee's allegations of sexual harassment and wrongful termination, dismissed by the EEOC in **December 2024**[183](index=183&type=chunk) - Putative class action lawsuit under the Telephone Consumer Protection Act (TCPA) for prerecorded calls, with mediation scheduled for **October 15, 2024**[184](index=184&type=chunk) - Arbitration by ProofPositive LLC asserting claims under the Arizona Securities Act[185](index=185&type=chunk) - Lawsuits for unpaid professional fees from Carstens, Allen & Gourley, LLP (settled for **$160,000** in April 2025), MAI Voice GCO, LLC (**$32,090**), and Berkowitz Pollack & Brant Advisors (**$48,057**)[186](index=186&type=chunk)[187](index=187&type=chunk)[188](index=188&type=chunk) [Item 1A. Risk Factors](index=40&type=section&id=Item%201A.%20Risk%20Factors) As a smaller reporting company, the company is not required to provide detailed risk factors in this quarterly report but refers readers to its Annual Report on Form 10-K for a comprehensive discussion of risks that could materially affect its business - The company is a 'smaller reporting company' and is not required to provide detailed risk factor information in this quarterly report[189](index=189&type=chunk) - Readers are directed to the Annual Report on Form 10-K for a comprehensive discussion of risk factors[190](index=190&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=40&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) There were no unregistered sales of equity securities or use of proceeds to report for this period - No unregistered sales of equity securities or use of proceeds were reported[191](index=191&type=chunk) [Item 3. Defaults Upon Senior Securities](index=40&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) There were no defaults upon senior securities to report for this period - No defaults upon senior securities were reported[192](index=192&type=chunk) [Item 4. Mine Safety Disclosures](index=40&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Mine Safety Disclosures are not applicable to the company[192](index=192&type=chunk) [Item 5. Other Information](index=40&type=section&id=Item%205.%20Other%20Information) This section refers to subsequent events, which are detailed in the notes to the financial statements - This section refers to subsequent events, which are detailed in the notes to the financial statements[193](index=193&type=chunk) [Item 6. Exhibits](index=41&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including certifications of principal executive and financial officers, and Inline XBRL documents - Exhibit 31.1: Certification of Principal Executive Officer[195](index=195&type=chunk) - Exhibit 31.2: Certification of Principal Financial Officer[195](index=195&type=chunk) - Exhibit 32.1: Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350[195](index=195&type=chunk) - Exhibit 32.2: Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350[195](index=195&type=chunk) - Exhibits 101.INS, 101.SCH, 101.CAL, 101.DEF, 101.LAB, 101.PRE: Inline XBRL Taxonomy Extension Documents[195](index=195&type=chunk) - Exhibit 104: Cover Page Interactive Data File[195](index=195&type=chunk) [Signatures](index=42&type=section&id=Signatures) The report is signed by Brian Podolak, Chief Executive Officer (Principal Executive Officer, Principal Financial and Accounting Officer) on July 8, 2025 - The report was signed by Brian Podolak, Chief Executive Officer (Principal Executive Officer, Principal Financial and Accounting Officer) on **July 8, 2025**[200](index=200&type=chunk)

Core Insights - Vocodia Holdings Corp. has secured up to $3 million in funding to enter the digital asset space [1][2] - The funding will be utilized to acquire select digital assets, aligning with the company's long-term technology and investment strategy [2] - Vocodia's proprietary Predictive AI tools will guide asset selection and risk management to build a diversified portfolio [2][3] Company Overview - Vocodia is an AI software company that develops practical AI solutions accessible for businesses through cloud-based platforms [3] - The company specializes in conversational AI, providing scalable enterprise-level AI sales and customer service solutions [3] - Vocodia's Digital Intelligent Sales Agents (DISAs) are designed to perform human-like tasks, reducing labor costs and enhancing communication effectiveness [3]