Core Viewpoint - Vocodia Holdings Corp. is expanding its business plan to include the acquisition of crypto assets as part of its strategic growth initiatives [1][2] Group 1: Business Strategy - The company is leveraging its proprietary Predictive AI technology to identify and act on optimal digital asset opportunities [2] - Vocodia is currently in advanced negotiations with investment banks for an initial investment to support the first phase of this new initiative [2] Group 2: Leadership Perspective - The CEO of Vocodia, Brian Podolak, emphasized that integrating crypto into the business model aligns with the company's long-term vision for value creation and innovation [3]

Core Insights - Vocodia Holdings Corp. is updating its business plan to include the acquisition of crypto assets as part of its strategic growth initiatives [1] - The company's proprietary Predictive AI technology will be utilized to identify and act on optimal digital asset opportunities [2] - CEO Brian Podolak emphasized that integrating crypto aligns with the company's long-term vision for value creation and innovation [3] Business Strategy - The acquisition of crypto assets is a new strategic initiative aimed at enhancing growth [1] - Vocodia is in advanced negotiations with investment banks for initial investment to support the first phase of this initiative [2] - Further details regarding the investment and execution strategy will be announced once finalized [3] Technology and Innovation - Vocodia's Predictive AI technology provides a competitive edge in the digital asset space [2][3] - The company focuses on building and deploying human-like voice automation agents across various industries [3]

Business Model and Technology - Vocodia Holdings Corp aims to provide scalable enterprise AI sales and customer service solutions, reducing human labor costs and increasing operational efficiency [19]. - The company has developed its first software product, DISA, which can handle each stage of the sales process for both B2B and B2C interactions [29]. - Vocodia's DISAs can manage up to 20,000 simultaneous unique telephone conversations, significantly enhancing customer service capabilities [38]. - The AI sales agents are designed to cost less than one-third of human sales agents, providing a more efficient alternative without the typical human resource issues [46]. - Vocodia's AI technology can be trained in just 3 days, allowing for rapid deployment and continuous learning from interactions [46]. - The company targets corporate clients with call centers of at least 50 seats across various industries, including health, insurance, and hospitality [30]. - Vocodia's proprietary software integrates easily with existing CRM systems, facilitating seamless adoption by enterprises [42]. - The company emphasizes the importance of high-quality voice output in its AI solutions to improve customer rapport and service quality [41]. - The company operates on a scalable AI platform with a recurring revenue model through Software-as-a-Service (SaaS), aiming for high operating margins [50]. - The company charges a monthly fee of $1,495 per DISA, with a contract term of 12 months, contributing to its recurring revenue stream [51]. - The company differentiates itself in the AI sector by providing quicker delivery of services compared to competitors, utilizing proprietary augmented and AI software [56]. Financial Performance - Revenues decreased by 80% to $50,078 for the year ended December 31, 2024, compared to $256,385 in 2023, primarily due to the suspension of DISA product sales [127]. - Cost of revenue decreased to $105,954 in 2024 from $220,777 in 2023, reflecting the reduction in service revenue [128]. - Gross loss increased to $(55,876) in 2024 from a gross profit of $35,608 in 2023, attributed to the suspension of services and ongoing server costs [130]. - Total operating expenses increased by 1% to $5,844,505 in 2024, driven by an 80% rise in general and administrative expenses to $3,344,858 [131][132]. - Net loss for the year ended December 31, 2024, was $10,027,091, compared to a net loss of $8,711,203 in 2023, marking a 16% increase in losses [126]. - Current assets rose by 514% to $78,357 as of December 31, 2024, from $12,770 in 2023, mainly due to an increase in prepaid expenses [136]. - Current liabilities decreased by 72% to $2,241,525 in 2024 from $7,894,129 in 2023, primarily due to the conversion of $3,546,028 in convertible notes [137]. - Cash used in operating activities was $5,369,561 in 2024, compared to $2,696,328 in 2023, indicating increased cash outflow [139]. - The company reported a net loss of $10,027,091, with cash flows used in operating activities amounting to $5,371,973 from financing activities [141]. - The net cash flows used in operating activities for the year ended December 31, 2023 was $2,696,328, with a net loss of $8,711,203 [142]. Legal and Regulatory Matters - ProofPositive LLC initiated arbitration against the Company, claiming breach of the Arizona Securities Act related to unpaid sums under a loan agreement and consulting agreement [72]. - The Company and Mr. Podolak filed a motion to dismiss the arbitration, arguing that ProofPositive did not meet certain conditions for arbitration and that AAA lacks jurisdiction over the dispute [73]. - Carstens, Allen & Gourley, LLP filed a lawsuit against the Company for breach of contract regarding unpaid attorney fees, with settlement negotiations ongoing [74]. - MAI Voice GCO, LLC filed a complaint seeking $32,090 for breach of contract, which the Company denies and intends to defend vigorously [75]. - The company is subject to evolving domestic and foreign regulations impacting its operations, particularly concerning privacy and data security laws [60]. Strategic Plans and Acquisitions - The company plans to pursue acquisitions selectively to enhance its service offerings and improve operational efficiencies [47]. - The company aims to expand its portfolio through strategic acquisitions post-IPO, targeting complementary technology and existing revenue sources [53]. - The company’s operational strategy includes identifying new markets and industries to expand its technology solutions and enhance market recognition [48]. - The company anticipates launching an improved DISA product in the second quarter of 2025 [127]. Stock and Financing - The Company’s common stock is traded on the OTC PINK tier, with a closing price of $0.0012 as of April 14, 2025 [93]. - The Company does not expect to declare or pay cash dividends in the foreseeable future, intending to retain earnings for business expansion [95]. - The Company issued $3,368,236 in convertible notes with a 15% annual interest rate, maturing nine months after issuance [101]. - The Company recognized a loss on settlement of debt totaling $2,662,842 related to the conversion of convertible notes into common stock upon IPO [104]. - The Company recorded interest expense of $432,824 and $2,761,631 for the years ended December 31, 2024 and 2023, respectively, including amortization of debt discount [208]. - The Company amended the certificate of designation to authorize 3,000 shares of Series B Preferred Stock, which has no voting rights and is mandatorily convertible upon IPO completion [209]. - During the year ended December 31, 2023, the Company issued 1,305 shares of Series B Preferred Stock for $1,305,000 [210]. - As of December 31, 2024, the Company had 0 shares of Series B Preferred Stock outstanding, down from 1,305 shares in 2023 [211]. Operational Challenges - The company has substantial doubt about its ability to continue as a going concern, as indicated by management and independent auditors [146]. - As of December 31, 2024, the company did not have any off-balance sheet arrangements that could materially affect its financial condition [145]. - The company did not capitalize any costs associated with software development as technological feasibility was established shortly after general availability [165]. - Contract liabilities for customer deposits for future services were $15,950 for both years ended December 31, 2024 and 2023 [164]. - The company accounts for share-based compensation under ASC 718, with equity instruments recorded based on fair value [151]. - The Company operates as a single operating segment, primarily providing conversational artificial intelligence technology, with substantial revenue derived from the United States [191]. Advertising and Marketing - Advertising expenses for the years ended December 31, 2024 and 2023 were $492,756 and $78,097, respectively, indicating a significant increase in advertising costs [172].

Core Viewpoint - Vocodia Holdings Corp. faced significant challenges in 2024, including market headwinds and operational difficulties, but remains optimistic about future growth and opportunities in the AI sector [2][3][10]. Company Progress and Strategy - The company raised approximately $6 million through its IPO in 2024, which is intended to accelerate development and expand the sales pipeline [6]. - Vocodia has made strategic decisions to reduce unnecessary spending and streamline operations, focusing on product development and customer delivery [7]. - A joint venture with Traccom Inc. was formed to apply Vocodia's Narrative AI technology, showcasing the flexibility and potential of its solutions [9]. Technology and Market Position - Vocodia's Digital Intelligent Sales Agents (DISAs) are designed to improve call center operations by providing faster, cost-effective, and high-quality service [5][13]. - The company positions itself as an AI infrastructure provider with enterprise-grade tools that address significant challenges across various industries, including telecom and retail [10][13]. Future Outlook - The company acknowledges the competitive nature of the AI market and the need for consistent communication to regain shareholder trust [11]. - Vocodia aims to enhance its capital structure and market visibility through strategic partnerships and financing options [8].

Company Overview - Vocodia Holdings Corp is an AI software company that specializes in conversational AI, providing scalable enterprise-level AI sales and customer service solutions [2] - The company's Digital Intelligent Sales Agents (DISAs) are designed to perform tasks requiring human-like conversation, which helps reduce labor costs and improve communication effectiveness [2] Investment Activity - PSV Ventures has increased its holdings in Vocodia Holdings Corp through additional open-market purchases over the past four months to lower its overall cost basis since the company's Initial Public Offering last year [1][3] - PSV Ventures has not disclosed the number of additional shares acquired and may continue to conduct further open-market operations related to this investment [3] Growth Potential - PSV Ventures believes that Vocodia has entered a pivotal growth phase following challenges faced in 2024, expressing confidence in the company's management and technology [3] - PSV Ventures anticipates substantial potential for revenue acceleration in 2025, reflecting their analysis rather than the company's [3] Corporate Governance - PSV Ventures plans to nominate an advisor for consideration by Vocodia shareholders, who may serve on the company's Board of Directors [3] - Vocodia was not informed of PSV's transactions in advance and was not involved in the investment decisions made by PSV [3]

Core Insights - Vocodia Holdings Corp. is set to launch a new AI platform for developers within 30 to 45 days, aimed at enhancing communication capabilities for businesses [1][4] - The platform will enable seamless integration of AI-powered chat and voice functionalities into websites, allowing businesses to establish a fully operational inbound phone number with a human-like AI agent [2][3] - The CEO of Vocodia emphasizes the goal of making AI practical and scalable for all businesses, addressing the need for automation without compromising customer experience [3] Company Overview - Vocodia is an AI software company focused on developing practical AI solutions that are accessible and scalable for businesses through cloud-based platforms [5] - The company specializes in conversational AI, providing enterprise-level solutions for sales and customer service, which are designed to mimic human conversation [5] - Vocodia's Digital Intelligent Sales Agents (DISAs) aim to reduce labor costs while enhancing communication effectiveness for businesses [5]

Core Insights - Vocodia Holdings Corp. has engaged Alpine Securities Corporation as its new investment banker to enhance financial strategies and support growth in the AI industry [1][2] - The partnership aims to leverage Alpine's industry knowledge and personalized investment banking approach to expand Vocodia's offerings and market reach [2] Company Overview - Vocodia is an AI software company that develops practical AI solutions, focusing on making them accessible for businesses through cloud-based platforms [3] - The company specializes in conversational AI, offering scalable enterprise-level AI sales and customer service solutions, including Digital Intelligent Sales Agents (DISAs) that mimic human conversation [3] Investment Banking Partner - Alpine Securities Corporation is a boutique investment firm known for providing tailored financial solutions to emerging companies [4] - The firm offers a range of services, including investment banking, brokerage, and advisory services, with a commitment to supporting the growth of emerging companies across various industries [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)) The unaudited condensed consolidated financial statements for Vocodia Holdings Corp as of September 30, 2024, reveal a significant net loss and a working capital deficit, raising substantial doubt about the company's ability to continue as a going concern - The company reported a net loss of approximately **$9,835,044** for the nine months ended September 30, 2024, and had an accumulated deficit of approximately **$100,300,000**, raising substantial doubt about its ability to continue as a going concern[26](index=26&type=chunk) - In February 2024, the company completed an Initial Public Offering (IPO), raising **$5,950,000** in gross proceeds, which were used in part to settle outstanding convertible notes[26](index=26&type=chunk)[68](index=68&type=chunk) [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of September 30, 2024, the company's total assets significantly decreased to $492,452 from **$4,459,346** at year-end 2023, primarily due to the reclassification of deferred offering costs, while total liabilities also saw a substantial reduction to **$2,443,947** from **$8,126,916**, mainly from the settlement of convertible notes and derivative liabilities post-IPO, and shareholders' deficit improved from **($3,667,570)** to **($1,951,495)** Condensed Consolidated Balance Sheet Highlights (as of Sep 30, 2024 vs. Dec 31, 2023) | Balance Sheet Item | September 30, 2024 | December 31, 2023 | | :--- | :--- | :--- | | **Total Assets** | **$492,452** | **$4,459,346** | | Total Current Assets | $209,583 | $12,770 | | Deferred offering costs | $0 | $4,085,726 | | **Total Liabilities** | **$2,443,947** | **$8,126,916** | | Convertible notes payable, net | $84,881 | $3,688,566 | | Derivative liability | $0 | $1,922,879 | | **Total shareholders' equity (deficit)** | **($1,951,495)** | **($3,667,570)** | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) For the nine months ended September 30, 2024, net sales plummeted to $50,231 from $252,820 in the prior year period, resulting in a gross loss of $80,090 compared to a gross profit of $52,531 in 2023, with operating expenses increasing to a higher operating loss of **$5,786,645**, and the net loss widening to **$9,835,044** from **$7,148,940** year-over-year, significantly impacted by a $3.82 million loss on debt settlement Statement of Operations Summary (Nine Months Ended Sep 30) | Metric | 2024 | 2023 | | :--- | :--- | :--- | | Sales, net | $50,231 | $252,820 | | Gross Profit (Loss) | ($80,090) | $52,531 | | Operating Loss | ($5,786,645) | ($4,623,865) | | Net Loss | ($9,835,044) | ($7,148,940) | | Basic and diluted loss per share | ($0.02) | ($1.77) | Statement of Operations Summary (Three Months Ended Sep 30) | Metric | 2024 | 2023 | | :--- | :--- | :--- | | Sales, net | $50,156 | $9,620 | | Gross Profit (Loss) | ($23,906) | ($7,300) | | Operating Loss | ($1,331,008) | ($971,301) | | Net Loss | ($1,330,682) | ($1,808,120) | [Condensed Consolidated Statements of Stockholders' Deficit](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders%27%20Equity%20(Deficit)) Shareholders' deficit improved from **($3,667,570)** at the start of 2024 to **($1,951,495)** by September 30, 2024, driven by capital raising activities, including the issuance of common stock units for **$5,370,000** in cash from the IPO and the conversion of debt and preferred stock, offset by a net loss of **$9,835,044** for the nine-month period - The company issued **1,400,000** common stock units for **$5,370,000** in cash and converted debt into **1,801,880** shares of common stock valued at **$7,660,000**[16](index=16&type=chunk) - The accumulated deficit increased from **$90,500,000** to **$100,300,000** during the first nine months of 2024 due to ongoing net losses[16](index=16&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the nine months ended September 30, 2024, cash used in operating activities was **$5,289,085**, a significant increase from **$2,271,260** in the prior year period, driven by a larger net loss, while cash provided by financing activities was **$5,292,432**, primarily from IPO proceeds, which was used to fund operations and repay debt, resulting in a minimal ending cash balance of $1,216 Cash Flow Summary (Nine Months Ended Sep 30) | Activity | 2024 | 2023 | | :--- | :--- | :--- | | Cash used in operating activities | ($5,289,085) | ($2,271,260) | | Cash used in investing activities | ($2,131) | $0 | | Cash provided by financing activities | $5,292,432 | $1,605,167 | | **Change in cash and cash equivalents** | **$1,216** | **($666,093)** | | **Cash and cash equivalents, ending balance** | **$1,216** | **$31,533** | [Notes to Unaudited Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) The notes provide critical details on accounting policies and specific financial items, including a going concern warning due to significant losses and low cash, the settlement of all convertible notes and derivative liabilities following its February 2024 IPO, recognizing a $3.8 million loss on debt settlement, and terms of preferred stock, stock-based compensation, related-party transactions, and ongoing legal contingencies - The company has substantial doubt about its ability to continue as a going concern due to a net loss of **$9,835,044** and cash used in operations of **$5,289,085** for the nine months ended September 30, 2024[26](index=26&type=chunk) - Upon completion of the IPO in February 2024, all outstanding convertible notes were settled, with the company paying **$894,072** in cash and issuing **1,801,880** shares of common stock, resulting in a recognized loss on debt settlement of **$2,660,000**[68](index=68&type=chunk) - In August 2024, the company entered into a Securities Purchase Agreement (SPA) for Series C and D Preferred Stock, but this agreement was terminated in September 2024[89](index=89&type=chunk)[90](index=90&type=chunk) - The company is involved in several legal proceedings, including a putative class action lawsuit alleging violations of the TCPA and a dispute with a former employee alleging wrongful termination[111](index=111&type=chunk)[113](index=113&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=28&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the significant decline in revenue for the first nine months of 2024, attributing it to the suspension of its DISA product sales for upgrades, with a relaunch anticipated in Q1 2025, while operating expenses rose due to costs associated with being a public company and R&D investments, highlighting critical liquidity issues with a working capital deficiency of over $2 million and minimal cash on hand, raising substantial doubt about its ability to continue as a going concern without raising additional capital, and disclosing its IPO in February 2024 and subsequent delisting from the Cboe BZX Exchange in September 2024, with trading moving to the OTC Pink Market - Revenue for the nine months ended Sep 30, 2024, decreased by **80%** year-over-year because the company suspended sales of its DISA product in January 2024 for functionality updates, with an improved version expected to launch in Q1 2025[134](index=134&type=chunk) - Operating expenses for the nine months increased by **22%** YoY, driven by a **176%** rise in G&A costs related to being a public company, despite a **49%** reduction in salaries and wages[138](index=138&type=chunk)[139](index=139&type=chunk)[140](index=140&type=chunk) - The company completed its IPO on February 26, 2024, but was delisted from the Cboe BZX Exchange on September 10, 2024, for failing to meet minimum bid price and other listing requirements, with the stock now trading on the OTC Pink Market[128](index=128&type=chunk)[131](index=131&type=chunk)[132](index=132&type=chunk) - Management states that the company will not have sufficient cash to support operations for the next 12 months and will need to raise additional capital, acknowledging substantial doubt about its ability to continue as a going concern[154](index=154&type=chunk)[155](index=155&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=40&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 the information for this item - The company is a "smaller reporting company" as defined by Item 10 of Regulation S-K and is not required to provide information regarding market risk[182](index=182&type=chunk) [Item 4. Controls and Procedures](index=40&type=section&id=Item%204.%20Controls%20and%20Procedures) Management acknowledges that the company does not yet have effective disclosure controls and procedures or internal controls over financial reporting, with material weaknesses and significant deficiencies identified, including an insufficient number of staff for proper segregation of duties and reliance on a third-party accounting firm for GAAP compliance, and while the company is working to develop and refine its controls, it cannot guarantee that future material weaknesses will be avoided - The company has identified material weaknesses and significant deficiencies in its internal controls, including a lack of staff for segregation of duties[185](index=185&type=chunk) - The company is not yet required to comply with Section 404 of the Sarbanes-Oxley Act for a formal assessment of internal control effectiveness[187](index=187&type=chunk) PART II. OTHER INFORMATION [Item 1. Legal Proceedings](index=41&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in legal proceedings, including a former employee's EEOC charge for discrimination and wrongful termination, which was dismissed but grants the former employee a **90**-day right to sue, and an arbitration initiated by ProofPositive LLC against the company and its CEO over alleged unpaid sums due under a loan and consulting agreement, with the company denying liability in both matters and intending to defend itself vigorously - A former employee's EEOC charge for discrimination was dismissed, but the individual has **90** days to file a lawsuit[190](index=190&type=chunk) - ProofPositive LLC has commenced arbitration against the company and its CEO regarding alleged unpaid dues from a loan and consulting agreement[191](index=191&type=chunk) [Item 1A. Risk Factors](index=41&type=section&id=Item%201A.%20Risk%20Factors) As a smaller reporting company, Vocodia is not required to provide this information and refers to the risk factors discussed in its Annual Report on Form 10-K - The company is a smaller reporting company and is not required to provide risk factor information in the 10-Q[193](index=193&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=41&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) There were no unregistered sales of equity securities during the period - None[195](index=195&type=chunk) [Item 3. Defaults Upon Senior Securities](index=41&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) There were no defaults upon senior securities during the period - None[197](index=197&type=chunk) [Item 4. Mine Safety Disclosures](index=41&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[198](index=198&type=chunk) [Item 5. Other Information](index=41&type=section&id=Item%205.%20Other%20Information) This section notes subsequent events, which are detailed in Note 13 of the financial statements, including the issuance of a **$40,000** Note Payable and a **$60,000** Convertible Note in December 2024 - Refers to subsequent events, which include the issuance of new debt in December 2024 as detailed in Note 13[116](index=116&type=chunk)[199](index=199&type=chunk) [Item 6. Exhibits](index=42&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including officer certifications (31.1, 31.2, 32.1, 32.2) and Inline XBRL data files - Lists filed exhibits, including CEO and CFO certifications pursuant to Sarbanes-Oxley Act Sections 302 and 906[201](index=201&type=chunk)

Core Insights - Vocodia has entered the medical alert industry with the launch of an emergency response pendant designed for immediate assistance [1][2] - The pendant offers 24/7 emergency support, targeting seniors and individuals with medical conditions [1] - The CEO of Vocodia emphasizes the company's commitment to enhancing lives through advanced technology [2] Company Overview - Vocodia is an AI software company that provides practical AI solutions via cloud-based platforms, focusing on cost-effective and scalable enterprise solutions [2] - The company specializes in conversational AI, offering Digital Intelligent Sales Agents (DISAs) that perform human-like tasks to improve communication and reduce labor costs [2]

BOCA RATON, Fla., Oct. 22, 2024 /PRNewswire/ -- Vocodia Holdings Corp (OTCMKTS: VHAI), a leader in AI-driven conversational platforms, has filed and published a provisional patent (US 2024/0340375 A1) for its groundbreaking AI-powered system designed to automate telephony-based interactions. The system uses artificial intelligence and natural language processing (NLP) to manage real-time conversations between machines and humans, responding in under 10 milliseconds."This provisional patent marks a major adv ...