What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-03-05 compared with 2024-04-01 · 425 added, 443 removed, 417 unchanged (68% of the section changed)

3 unchanged sentences

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Balance Sheets as of December 31, 2024 and 2023

Statements of Operations, Years Ended December 31, 2023 and 2022

Statements of Changes in Stockholders’ Equity, Years Ended December 31, 2023 and 2022

Statements of Cash Flows, Years Ended December 31, 2023 and 2022

Statements of Operations for the Years Ended December 31, 2024 and 2023

Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2024 and 2023

Statements of Cash Flows for the Years Ended December 31, 2024 and 2023

Notes to Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

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Opinion on the Financial Statements

We have audited the accompanying balance sheet

We have audited the accompanying balance sheets

of Auddia, Inc.

(the Company) as of December 31, 2023, and the related statements of operations, changes in stockholders’ equity

(deficit), and cash flows for the year then ended, and the related notes (collectively referred to as the financial statements).

(the Company) as of December 31, 2024 and 2023, and the related statements of operations, changes in stockholders’

equity, and cash flows for the years then ended, and the related notes (collectively referred to as the financial statements).

opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024

and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted

in the United States of America.

and 2023, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally

accepted in the United States of America.

Substantial Doubt about the Company’s

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Basis for Opinion

These financial statements are the responsibility of the Company’s

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

We are a public

accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent

with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities

and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free

of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit

of its internal control over financial reporting.

As part of our audit, we are required to obtain an understanding of internal control

over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control

over financial reporting.

These financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are

required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and

regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged

to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding

of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s

internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material

misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures

included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included

evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation

of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Retrospective Adjustment for Reverse Stock Splits

We have audited the adjustments to the 2022 financial statements to

retrospectively apply the effects of the reverse stock split, as described in Notes 1 and 9.

In our opinion, such retrospective adjustments

are appropriate and have been properly applied.

We were not engaged to audit, review, or apply any procedures to the 2022 financial statements

of the Company other than with respect to these retrospective adjustments for the reverse stock split and, accordingly, we do not express

an opinion or any other form of assurance on the 2022 financial statements taken as a whole.

Our audits included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

/s/ Haynie & Company

Haynie & Company

April 1, 2024

We have served as the Company’s auditor since 2023.

Independent Registered Public Accounting Firm

To the Board of Directors and

Boulder, Colorado

Opinion on the Financial Statements

We have audited, before

the effects of the adjustments to retrospectively apply the effects of the reverse stock split described in Note 1 – Description

of Business, Basis of Presentation and Summary of Significant Accounting Policies – Reverse Stock Split (Reverse Stock Split), the

accompanying balance sheet of Auddia Inc.

(the “Company”) at December 31, 2022, and the related statements of operations,

changes in stockholders’ equity and cash flows for the year ended December 31, 2022, and the related notes (collectively referred

to as the financial statements).

In our opinion, before the effects of the adjustments to retrospectively apply the reverse stock split

described in Note 1 – Description of Business, Basis of Presentation and Summary of Significant Accounting Policies – Reverse

Stock Split (Reverse Stock Split), the financial statements present fairly, in all material respects, the financial position of the Company

at December 31, 2022, and the results of its operations and its cash flows for the year ended December 31, 2022, in conformity with accounting

principles generally accepted in the United States of America.

We were not engaged to

audit, review, or apply any procedures to the adjustments for the retrospective effect of the Stock Split described in Note 1 –

Description of Business, Basis of Presentation and Summary of Significant Accounting Policies – Reverse Stock Split (Reverse Stock

Split), and, accordingly, we do not express an opinion or any other form of assurance about whether such adjustments and disclosures are

appropriate and have been properly applied.

Those adjustments and disclosures were audited by Haynie & Company.

(The 2022 financial

statements before the effects of the adjustments discussed in Note 1 – Reverse Stock Split and the disclosures described in Note

6 – Share-based Compensation, Note 7 – Equity Financing – Warrants, and Note 9 – Net Loss Per Share are not presented

Going Concern Uncertainty

The accompanying financial

statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the financial statements,

the Company has suffered recurring losses from operations and has a deficiency in working capital and shareholders’ equity that

raise substantial doubt about its ability to continue as a going concern.

Management's plans in regard to these matters are also described

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements

are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial

statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States)

(PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit

in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance

about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to

have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit, we are required

to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness

of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing

procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures

that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the

financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management,

as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for

Critical Audit Matters

The critical audit matters

communicated below are matters arising from the audit of the December 31, 2022 financial statements that were communicated or required

to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements

and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter

in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below,

providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Intangible Assets Impairment Assessment

As described in Notes

1 and 2 to the financial statements, the Company has software development costs of approximately $4.1 million at December 31, 2022.

directly observable market inputs are available to measure the fair value to determine if the asset is recoverable.

Therefore, an estimate

is derived indirectly and is based on a mix of cash flow and market models.

The estimate that management used in calculating the fair

values depend on assumptions specific to the nature of the markets in which its product operates with regard to the amount and timing

of projected future revenues, operating cash flows, long-term subscriber demand forecasts, actions of competitors (competing content),

capital expenditures, and future tax rates.

The principal considerations

for our determination that performing procedures relating to the intangible assets impairment assessment is a critical audit matter are

the significant judgment by management when developing the fair value of the intangible assets.

This led to a high degree of auditor judgment,

subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to the amount and

timing of projected future cash flows.

Addressing the matter

involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements.

These procedures included testing management’s process for developing the fair value estimate;

evaluating the appropriateness of

the valuation techniques;

testing the completeness and accuracy of underlying data used in the model;

and evaluating the significant assumptions

used by management, including the amount and timing of projected future cash flows.

Evaluating management’s assumptions related

to the amount and timing of projected future cash flows and evaluating whether the assumptions used by management were reasonable considering

the current and past performance of the intangible assets, the consistency with external market and industry data, and whether these assumptions

were consistent with evidence obtained in other areas of the audit.

/s/ Daszkal Bolton LLP

Daszkal Bolton LLP

Boca Raton, Florida

Salt Lake City, Utah

March 5, 2025

We served as the Company’s

auditor from 2020 to March 2023.

We have served as the Company’s auditor

Balance Sheets

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Current assets:

Cash and cash equivalents

Accounts receivable, net

Prepaid insurance

Prepaid assets

Other current assets

Total current assets

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Property and equipment, net of accumulated depreciation

Intangible assets, net of accumulated amortization

Software development costs, net of accumulated amortization

Operating lease right of use asset

Deferred offering costs

Prepaids and other non-current assets

Total non-current assets

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Notes payable to related party, net of debt issuance costs

Current portion of operating lease liability

Stock awards liability

Total current liabilities

Non-current operating lease liability

Total liabilities

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Shareholders’ equity:

Preferred stock - $ 0.001 par value, 10,000,000 authorized and 0 shares issued and outstanding

Series B Preferred stock - $ 0.001 par value, 2,314 and 0 shares issued and outstanding as of December 31, 2024 and 2023, respectively

Common stock - $ 0.001

par value, 100,000,000 authorized and 854,162

and 506,198 shares issued and outstanding December

31, 2023 and December 31, 2022, respectively (1)

par value, 100,000,000

authorized and 6,761,427

shares issued and outstanding as of December 31, 2024 and 2023, respectively (1)

Additional paid-in capital

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Total liabilities and shareholders’ equity

(1) The Company’s common stock outstanding as of December 31, 2023 and 2022 has been retroactively restated for the effect of the

25-for-1 reverse stock split.

Company’s common stock outstanding as of December 31, 2023 has been retroactively restated for the effect of the 25-for-1

reverse stock split effective February 26, 2024.

See Accompanying Notes to Financial Statements.

Statements of Operations

For the Year Ended

Operating expenses:

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( 7,476,368 )

Other (expense) income:

Other expense:

Interest expense

( 1,331,128 )

Interest income

Change in fair value of warrants

Total other expense

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Basic and diluted

(1) The Company’s weighted average common shares outstanding for the years ended December 31, 2023 and 2022 have been retroactively

restated for the effect of the 25-for-1 reverse stock split.

Company’s weighted average common shares outstanding for the year ended December 31, 2023 have been retroactively restated for

the effect of the 25-for-1 reverse stock split effective February 26, 2024.

See Accompanying Notes to Financial Statements.

Statements of Changes in Stockholders' Equity

Statements of Changes in Stockholders’

For the Years Ended December 31, 2024 and 2023

Year Ended December 31, 2023

Series B Preferred Stock

Paid-In Capital

Balance, December 31, 2023

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Issuance of common shares, net of costs

Adjustments related to reverse stock split

Exercise of Restricted Stock Units

Issuance of warrants

Offering costs

Share-based compensation

Revaluation of share-based compensation liability

Cancelled shares

Issuance of Series B preferred stock and warrants

Conversion of debt to equity

Issuance of restricted stock units

Capitalized dividends

( 8,722,039 )

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$ ( 89,428,436 )

Year Ended December 31, 2022

Series B Preferred Stock

Paid-In Capital

Balance, December 31, 2022 (1)

$ ( 71,735,834 )

Issuance of common shares

Issuance of common shares, net of costs

Adjustments related to reverse stock split

Exercise of restricted stock units

Issuance of warrants

Exercise of restricted stock units and warrants

Reclassification of share-based compensation award to liability

Share-based compensation

Revaluation of share-based compensation liability

Cancelled shares

( 8,807,496 )

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$ ( 80,543,330 )

(1) The Company’s changes in stockholders’ equity for the years ended December 31, 2023 and 2022 has been retroactively restated

for the effect of the 25-for-1 reverse stock split.

The Company’s

changes in stockholders’ equity for the year ended December 31, 2023 has been retroactively restated for the effect of the

25-for-1 reverse stock split effective February 26, 2024.

See Accompanying Notes to Financial Statements.

Statements of Cash Flows

Year Ended December 31,

For the Year Ended December 31,

Cash flows from operating activities:

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$ ( 8,807,496 )

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Adjustments to reconcile net loss to net cash provided by (used in) operating

Finance charge associated with debt issuance cost

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Share-based compensation expense

Change in fair value of warrants

Amortization of ROU asset

Change in assets and liabilities:

Accounts receivable

Prepaid insurance

Prepaids and other non-current assets

Prepaid assets

Other current assets

Accounts payable and accrued liabilities

Lease liabilities

Net cash used in operating activities

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Cash flows from investing activities:

Purchase of property and equipment

Software capitalization

( 1,029,157 )

( 1,927,298 )

Purchase of property and equipment

Net cash used in investing activities

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Cash flows from financing activities:

Proceeds from issuance of promissory notes payable, net of OID

Offering costs in connection with the issuance of preferred shares

Net settlement of share-based compensation liability

Proceeds from related party debt

Proceeds from issuance of common shares

Proceeds from related party debt, net of original issue discount

Repayments of related party debt

( 2,750,000 )

Proceeds from issuance of preferred shares, net of issuance costs

Net settlement related to restricted stock units

Proceeds from issuance of common shares, net of issuance costs

Net cash provided by financing activities

Net decrease in cash

( 4,683,857 )

Cash, beginning of year

Cash and restricted cash, end of year

Cash and restricted cash, end of period

Supplemental disclosures of cash flow information:

Cash paid for interest

Cash paid for taxes

Supplemental disclosures of non-cash activity:

Reclassification of deferred offering cost

Reclassification of deferred offering costs

Capitalized dividends

Original issue discount and issuance of warrants on related party debt

Issuance of warrants in connection with related party notes

Right of use asset and assumption of operating lease liability

See Accompanying Notes to Financial Statements.

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For the Years Ended December 31, 2024 and 2023

Note 1 – Description of Business, Basis of Presentation

and Summary of Significant Accounting Policies

Note 1 – Description of Business, Basis of Presentation and Summary of Significant Accounting Policies

Description of Business

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reverse stock split will be rounded up to the nearest whole share.

Therefore, stockholders with less than 25 shares will receive one

share of stock.

Therefore, stockholders with less than 25 shares will receive one share

The reverse stock split will apply to the Company’s

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There can be no guarantee that the Company will be successful in addressing these or other such

Cash and Cash Equivalents

The Company had cash on hand of $ 2,703,391 and

$ 801,448 as of December 31, 2024 and 2023, respectively.

The Company considers all highly liquid instruments

purchased with an original maturity of three months or less to be cash equivalents.

The Company had no cash equivalents at December 31,

2023 or 2022.

The Company had cash equivalents of $ 2,927 and $ 3,108

as of December 31, 2024 and 2023, respectively.

The Company maintains cash deposits at several

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may at times exceed these limits.

At December 31, 2023 and December 31, 2022, the Company had $ 554,556 and $ 1,411,434 , respectively, in

excess of federally insured limits.

As of December 31, 2024 and 2023, the Company had approximately $ 2.2 million and $ 0.6 million, respectively,

in excess of federally insured limits.

The Company continually monitors its positions with, and the credit quality of, the financial institutions

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Software development costs of $ 992,147 and $ 1,029,157 were capitalized for the years ended December 31, 2024 and 2023, respectively.

Amortization of capitalized software development costs were $ 1,815,447 and $ 956,144 for the years ended December 31, 2023 and 2022, respectively

and are included in depreciation and amortization expense.

Deferred Offering Costs

In November 2022, the Company entered into a Common Stock Purchase Agreement.

Pursuant to such, the Company has the right, but not the obligation, to require the investor to purchase up to $10,000,000 in aggregate

gross purchase price of newly issued shares of the Company common stock, subject to eligibility under the Company’s Form S-3.

Company’s right to sell shares under this agreement extends to December 2023.

In consideration for the commitments by the investor

under the agreement, the Company issued 5,607 shares of common stock to the investor.

The Company recognized $ 222,896 of deferred offering

costs relating to the issuance of these shares.

Amortization of capitalized software development costs were $ 2,031,852 and $ 1,815,447 for the years ended December 31, 2024 and 2023,

respectively, and are included in depreciation and amortization expense.

Long-Lived Assets

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for income taxes would have been recorded as the Company has sustained losses since inception.

Right of Use Assets and Lease Liabilities

In February 2016, the FASB issued Accounting Standards

Update (“ASU”) No.

2016-02, Leases (Topic 842).

The standard requires lessees to recognize almost all leases on the balance

sheet as a Right-of-use (“ROU”) asset and a lease liability and requires leases to be classified as either an operating or

a finance type lease.

The standard became effective for the Company beginning January 1, 2019.

The Company adopted ASC 842 using the modified

retrospective approach, by applying the new standard to all leases existing at the date of initial application.

Results and disclosure

requirements for reporting periods beginning after January 1, 2019 are presented under ASC 842.

Under ASC 842, the Company determines if an arrangement

is a lease at inception.

ROU assets and liabilities are recognized at commencement date based on the present value of remaining lease

payments over the lease term.

For this purpose, the Company considers only payments that are fixed and determinable at the time of commencement.

As the Company’s lease does not provide an implicit rate, the Company estimated the incremental borrowing rate in determining the

present value of lease payments.

Operating leases are included in operating lease

right of use asset and operating lease liabilities, current and non-current, on the Company’s accompanying balance sheets.

Revenue Recognition

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Standards Codification (“ASC”) 606, Revenue – Revenue from Contracts with Customers, and will be recognized based on

consideration specified in a contract with a customer and will exclude any sales incentives and amounts collected on behalf of third parties.

We will recognize revenue when we satisfy a performance obligation by transferring control over a service or product to a customer.

will report revenues net of any tax assessed by a governmental authority that is both imposed on, and concurrent with, a specific revenue-producing

transaction between a seller and a customer in our statements of operations.

Collected taxes, if applicable, will be recorded within other

current liabilities until remitted to the relevant taxing authority.

consideration specified in a contract with a customer and will exclude any sales incentives and amounts collected on behalf of third

The Company will recognize revenue when it satisfies a performance obligation by transferring control over a service or product

to a customer.

To achieve this core principle, the Company applies the following five steps:

( 1) Identify the contract with a client;

(2) Identify the performance obligations in the contract;

(3) Determine the transaction price;

(4) Allocate the transaction price to

performance obligations in the contract;

and (5) Recognize revenues when or as the company satisfies a performance obligation.

Company will report revenues net of any tax assessed by a governmental authority that is both imposed on, and concurrent with, a specific

revenue-producing transaction between a seller and a customer in the accompanying statements of operations.

Collected taxes, if applicable,

will be recorded within other current liabilities until remitted to the relevant taxing authority.

Subscriber revenue will consist primarily of subscription

fees and other ancillary subscription-based revenues.

Revenue is recognized on a straight-line basis when the performance obligations

to provide each service for the period are satisfied, which is over time as our subscription services are continuously available and can

be consumed by customers at any time.

Revenue will be recognized on a straight-line basis when the performance obligations

to provide each service for the period have been satisfied, which is over time as our subscription services are continuously available

and can be consumed by customers at any time.

There is no revenue recognized for unpaid trial subscriptions.

Customers may pay for the services in advance

of the performance obligation and therefore these prepayments are recorded as deferred revenue.

The deferred revenue is recognized as

revenue in our statement of operations as the services are provided.

of the performance obligation and therefore these prepayments will be recorded as deferred revenue.

The deferred revenue will be recognized

as revenue in the accompanying statements of operations as the services are provided.

Advertising Costs

The Company expenses advertising costs as incurred.

Advertising expense for the year ended December 31, 2023, and December 31, 2022 was $ 585,876 and $ 760,940 , respectively.

Advertising expense for the years ended December 31, 2024 and 2023 was $ 355,303 and $ 585,876 , respectively.

Share-Based Compensation

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Liquidity, Capital Resources and Going Concern

Our existing cash of $ 804,556 at December 31,

2023 will only be sufficient to fund our current operating plans into February 2024.

The Company secured approximately $3.6 million of

additional financing in February and March 2024, but will need to obtain additional financing to pay off debt and to extend current operations

into the second quarter of 2024 (see Note 10).

The Company has based these estimates, however, on assumptions that may prove to be wrong.

We will need additional funding to complete the development of our full product line and scale products with a demonstrated market fit.

Management has plans to secure such additional funding.

If we are unable to raise capital when needed or on acceptable terms, we would

be forced to delay, reduce, or eliminate our technology development and commercialization efforts.

The Company had cash and cash equivalents of $ 2,706,319

as of December 31, 2024.

The Company will need additional funding to complete the development of the full product line and scale products

with a demonstrated market fit.

The Company raised an additional $ 10.9 million during 2024 and paid down $ 2.75 million in Secured Bridge

Notes and will only be sufficient to fund our current operating plans into the second quarter of 2025.

Management has plans to secure such

additional funding.

If the Company is unable to raise capital when needed or on acceptable terms, the Company will be forced to delay,

reduce, or eliminate technology development and commercialization efforts.

As a result of the Company’s recurring losses

1 unchanged sentence

the Company’s ability to maintain liquidity sufficient to operate its business effectively, which raises substantial doubt as to

the Company’s ability to continue as a going concern.

the Company’s ability to continue as a going concern within one year after the date the financial statements are issued.

has plans to mitigate the conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern,

such as the White Lion equity line of credit and additional future financing agreements.

However, management cannot provide any assurances

that the Company will be successful in accomplishing any of its plans.

These financial statements do not include any adjustments related

to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the

Company be unable to continue as a going concern.

The Company’s current level of cash is not sufficient to execute the business

For the foreseeable future, the Company will incur significant operating expenses, capital expenditures and working capital funding

that will deplete cash on hand during the second quarter of 2025.

Emerging Growth Company Status

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apply to private companies.

The Company has elected to use this extended transition period for complying with certain new or revised

accounting standards that have different effective dates for public and private companies.

The Company has elected to use this extended transition period for complying with certain new or revised accounting

standards that have different effective dates for public and private companies.

Note 2 – Property & Equipment,

and Software Development Costs

and equipment and software development costs consisted of the following as of:

Schedule of property, equipment and software development costs

December 31, 2023

December 31, 2022

Intangible Assets, and Software Development Costs

Property and equipment and software development

costs consisted of the following as of:

Schedule of property and equipment and software development costs

Computers and equipment

1 unchanged sentence

Total property and equipment, net

Accumulated amortization

Total intangible assets, net

Software development costs

4 unchanged sentences

The Company recognized depreciation expense of

$ 25,391 and $ 35,495 for the years ended December 31, 2023, and 2022, respectively related to property and equipment and amortization expense

of $ 1,815,447 and $ 956,144 for the years ended December 31, 2023 and 2022, respectively related to software development costs.

$ 18,016 and $ 25,391 for the years ended December 31, 2024 and 2023, respectively, related to property and equipment, amortization expense

of $ 531 and $ 0 for the years ended December 31, 2024 and 2023, respectively, related to intangible assets, and amortization expense of

$ 2,031,852 and $ 1,815,447 for the years ended December 31, 2024 and 2023, respectively, related to software development costs.

Note 3 – Accounts Payable and Accrued

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Party, net of debt issuance costs

During November 2022, the Company entered

into a Secured Bridge Note (the “Prior Note”) financing with an accredited investor and existing shareholder of the

The Prior Note had a principal amount of $ 2,200,000 ,

including an original issue discount of $ 200,000 .

The Prior Note bore interest at an annual stated interest rate of 10% with an original maturity date of May of 2023.

During November 2022,

the Company entered into a Secured Bridge Note (the “Prior Note”) financing with an accredited investor and existing shareholder

of the Company.

The Prior Note had a principal amount of $ 2,200,000 , including an original issue discount of $ 200,000 .

The Prior Note

is secured by a lien on substantially all of the Company’s assets.

At maturity, the lender had the option to convert the

original issue discount and accrued but unpaid interest into shares of the Company’s common stock at a fixed conversion price

of $30.75 per share.

The conversion option was available to the lender at the earlier of (i) maturity, or (ii) payback of all the

The embedded conversion option was not accounted for separately, in accordance with the guidance outlined in ASC 815-40,

as it was considered indexed to the Company’s shares.

The Company had the option to extend the maturity date by six months to

November 2023.

In the event of an extension, the Company will issue additional warrants, and the interest rate on the Note will

increase to 20%.

In connection with the Prior Note financing, the

Company issued 12,000 common stock warrants with a five-year term at an exercise price of $52.50 per share.

At the time of issuance, the

common stock warrants were valued at $ 361,878 and recorded as a debt discount to the Prior Note.

The issued common stock warrants were

classified as equity as they were indexed to the Company’s shares in accordance with ASC 815-40.

During April 2023, the Company entered into an

additional Secured Bridge Note (the “New Note”) financing with the same accredited investor and significant existing shareholder.

bore interest at an annual stated interest rate of 10% with an original maturity date of May of 2023.

The Prior Note is secured by a lien

on substantially all of the Company’s assets.

At maturity, the lender had the option to convert the original issue discount and

accrued but unpaid interest into shares of the Company’s common stock at a fixed conversion price of $ 30.75 per share.

The conversion

option was available to the lender at the earlier of (i) maturity, or (ii) payback of all the principal.

The embedded conversion option

was not accounted for separately, in accordance with the guidance outlined in ASC 815-40, as it was considered indexed to the Company’s

The Company had the option to extend the maturity date by six months to November 2023.

In the event of an extension, the Company

will issue additional warrants, and the interest rate on the Note will increase to 20%.

In connection with the

Prior Note financing, the Company issued 12,000 common stock warrants with a five-year term at an exercise price of $ 52.50 per share.

At the time of issuance, the common stock warrants were valued at $ 361,878 and recorded as a debt discount to the Prior Note.

common stock warrants were classified as equity as they were indexed to the Company’s shares in accordance with ASC 815-40.

During April 2023, the

Company entered into an additional Secured Bridge Note (the “New Note”) financing with the same accredited investor and significant

existing shareholder.

The New Note had a principal amount of $ 825,000 , including an original issue discount of $ 75,000 .

The New Note bore interest at an annual

stated interest rate of 10% with an original maturity date of July 2023.

The New Note is secured by a lien on substantially all of the

Company’s assets.

At maturity, the lender had the option to convert the original issue discount and accrued but unpaid interest

into shares of the Company’s common stock at a fixed conversion price of $52.50 per share.

The conversion option was available to

the lender at the earlier of (i) maturity, or (ii) payback of all the principal.

The New Note bore

interest at an annual stated interest rate of 10% with an original maturity date of July 2023.

The New Note is secured by a lien on substantially

all of the Company’s assets.

At maturity, the lender had the option to convert the original issue discount and accrued but unpaid

interest into shares of the Company’s common stock at a fixed conversion price of $ 52.50 per share.

The conversion option was available

to the lender at the earlier of (i) maturity, or (ii) payback of all the principal.

The embedded conversion option was not accounted for

separately, in accordance with the guidance outlined in ASC 815-40, as it was considered indexed to the Company’s shares.

In connection with the New Note financing, the

Company issued 26,000 common stock warrants with a five-year term at an exercise price of $52.50 per share, from which 13,000 common

stock warrants were exercisable immediately and were exercisable in the event that the loan term is extended.

At the time of issuance,

the common stock warrants were valued at $ 252,940 , which was recorded as an additional debt discount to the New Note.

The issued common

stock warrants were classified as equity as they were indexed to the Company’s shares in accordance with ASC 815-40.

During April 2023, the Company also modified the

terms of the Prior Note and cancelled the original 12,000 common stock warrants issued with the Prior Note.

The Company recognized the

modification in accordance with ASC 815-40-35, which resulted in the recognition of debt discount in the amount of $ 35,981 .

the cancelled common stock warrants, the Company issued 24,000 new common stock warrants with a five-year term at an exercise price of

$ 52.50 per share.

From the newly issued 24,000 new common stock warrants, 12,000 common stock warrants were fully vested and immediately

exercisable, while the remaining 12,000 common stock warrants remained unvested.

The issued common stock warrants were classified as

equity as they were indexed to the Company’s shares in accordance with ASC 815-40.

In May of 2023, the Company renegotiated with

the lender an extension of the maturity date of the Prior Note for six months to November 2023 with an increased annual interest rate

of 20% and issued an additional 12,000 common stock warrants to the lender.

The additional common stock warrants were valued at $ 94,083

and recorded as an additional debt discount.

The issued common stock warrants were classified in equity as they were considered indexed

to the Company’s shares in accordance with ASC 815-40.

In connection with this extension, the 12,000 outstanding unvested warrants

became vested and exercisable.

On July 31, 2023, the Company extended the maturity

date of the New Note to November 30, 2023.

In connection with such extension, 13,000 outstanding unvested common stock warrants became

vested and exercisable.

In connection with the

New Note financing, the Company issued 26,000 common stock warrants with a five-year term at an exercise price of $ 52.50 per share, from

which 13,000 common stock warrants were exercisable immediately and were exercisable in the event that the loan term is extended.

time of issuance, the common stock warrants were valued at $ 252,940 , which was recorded as an additional debt discount to the New Note.

The issued common stock warrants were classified as equity as they were indexed to the Company’s shares in accordance with ASC 815-40.

During April 2023, the

Company also modified the terms of the Prior Note and cancelled the original 12,000 common stock warrants issued with the Prior Note.

The Company recognized the modification in accordance with ASC 815-40-35, which resulted in the recognition of debt discount in the amount

of $ 35,981 .

In lieu of the cancelled common stock warrants, the Company issued 24,000 new common stock warrants with a five-year term

at an exercise price of $ 52.50 per share.

From the newly issued 24,000 new common stock warrants, 12,000 common stock warrants were fully

vested and immediately exercisable, while the remaining 12,000 common stock warrants remained unvested.

The issued common stock warrants

were classified as equity as they were indexed to the Company’s shares in accordance with ASC 815-40.

In May of 2023, the Company

renegotiated with the lender an extension of the maturity date of the Prior Note for six months to November 2023 with an increased annual

interest rate of 20% and issued an additional 12,000 common stock warrants to the lender.

The additional common stock warrants were valued

at $ 94,083 and recorded as an additional debt discount.

The issued common stock warrants were classified in equity as they were considered

indexed to the Company’s shares in accordance with ASC 815-40.

In connection with this extension, the 12,000 outstanding unvested

warrants became vested and exercisable.

On July 31, 2023, the

Company extended the maturity date of the New Note to November 30, 2023.

In connection with such extension, 13,000 outstanding unvested

common stock warrants became vested and exercisable.

There was no change in the application of the accounting under ASC 815-40.

As of December 31, 2023, and December 31, 2022,

the balance of the Prior Note, net of debt issuance costs, was $ 2,200,000

and $ 1,775,956 ,

respectively.

Interest expense related to the Prior Note, including interest incurred, amortization of the debt discount, and the warrant

amortization for the year ended December 31, 2023, was $ 868,084 .

As of December 31, 2023, the balance of the New Note issued in April 2023, net of debt issuance costs, was $ 825,000 .

Interest expense related to the New Note, including interest incurred, amortization of the debt discount, and the warrant amortization

for the year ended December 31, 2023 was $ 457,044 .

The Company is currently

in discussions with the accredited investor regarding an agreement where (i) the Company would agree to repay the $2.75 million principal

of the bridge financing out of the proceeds of a next round financing, and (ii) the accrued interest and original issue discount on the

bridge financing would be converted into equity securities.

As of December 31, 2024 and 2023, the balance

of the Prior Note, net of debt issuance costs, was $ 0 and $ 2,200,000 , respectively.

Interest expense related to the Prior Note, including

interest incurred, amortization of the debt discount, and the warrant amortization for the years ended December 31, 2024 and 2023 was

$ 121,000 and $ 868,084 , respectively.

As of December 31, 2024 and 2023, the balance of the New Note issued in April 2023, net of debt issuance

costs, was $ 0 and $ 825,000 respectively.

Interest expense related to the New Note, including interest incurred, amortization of the debt

discount, and the warrant amortization for the years ended December 31, 2024 and 2023 was $ 45,205 and $ 401,441 .

On April 9, 2024, the

Company and the investor entered into an Amendment and Waiver Agreement relating to the Bridge Notes.

The Company agreed to

pay $2.75 million in cash to the Investor in repayment of the principal of the Bridge Notes (exclusive of the $275,000 of original issue

discount on the Bridge Notes) shortly after the closing by the Company of one or more equity financings with total gross proceeds to the

Company of not less than $6,000,000.

On April 26, 2024, the

Company repaid $ 2.75 million of principal on its Secured Bridge Notes.

Effective April 9, 2024,

the Investor converted $ 911,384 (the “Rollover Amount”) which is equal to the (i) unpaid accrued interest on the Bridge Notes

plus (ii) the original issue discount (“OID”) on the Bridge Notes, into equity securities of the Company (the “Rollover

Securities”).

Securities consist of (i) 463,337

prefunded common stock warrants with a per share exercise price of $ 0.001 per share (the “Prefunded Warrants”) and (ii)

463,337 non-prefunded warrants (the “Non-Prefunded Warrants”) with an initial per share exercise price equal to $ 1.967 .

The per share price has been adjusted to $ 0.4930 .

The number of Prefunded

Warrants was determined by dividing the Rollover Amount by $1.967.

The number of Non-Prefunded Warrants is equal to the number of Prefunded

Warrants (i.e.

100% warrant coverage).

The Non-Prefunded Warrants have a price adjustment provision which will adjust the exercise price

downward in the event that the Company issues equity securities in the future at an effective per share price below the then current exercise

In order to assure compliance with applicable Nasdaq rules, the Non-Prefunded Warrants shall not be exercisable for six months

following the date of issue.

The Company issued

to the Investor 50,000

new common stock warrants with a five-year term as a loan extension fee (“Fee Warrants”).

The exercise price of these

additional Fee Warrants was initially $ 1.967 .

The Fee Warrants have a price adjustment provision which will adjust the exercise price downward in the event that the Company

issues equity securities in the future at an effective per share price below the then current exercise price.

The per share exercise

price has been adjusted to $ 0.4930 .

In order to assure compliance with applicable Nasdaq rules, the Fee Warrants shall not be

exercisable for six months following the date of issue.

The Non-Prefunded Warrants

and Fee Warrants had a total valuation of $ 811,402 and the Prefunded Warrants had a valuation of $ 732,370 .

As a result, the Company recorded

$ 911,384 as a non-cash charge in connection with the issuance of warrants related to the Secured Bridge Notes and a change in the fair

value of warrants of $ 632,388 , which is included in other expense in the accompanying statements of operations.

All Warrants were classified

as equity as they were indexed to the Company’s shares in accordance with ASC 815-40.

The Company agreed to

adjust the exercise price of the Investor’s Existing Warrants from $ 15.25 (after adjustment for the recent reverse stock) to $ 1.967

per share, and further to $ 0.4930 .

The Investor will not

be able to receive shares upon exercise of any of the foregoing securities, unless prior stockholder approval is obtained, if (i) the

number of shares to be issued would exceed 20% of the Company’s outstanding number of shares at a discount to the applicable Nasdaq

Minimum Price or (ii) the number of shares to be issued would result in in a Change of Control within the meaning of Nasdaq Rule 5635(b).

Note 5 – Commitments and Contingencies

Operating Lease

2021, the Company entered into a lease agreement for office space in Boulder, Colorado comprising 8,639 square feet.

The lease commenced

on May 15, 2021, and terminated after 12 months.

The Company subsequently extended the lease through November 2022.

In November 2022,

the Company amended the lease, reducing the square footage rented to 2,160 with a base rent of $4,018 per month, which expired on December

Rent expense, as part of general and administrative expenses as included in the Condensed Statement of Operations, was $ 61,724 and

$ 104,223 for the years ended December 31, 2023, and 2022, respectively.

On March 25, 2024, the Company entered into a

new 37-month operating lease commencing on April 1, 2024 with two separate two year renewal options.

The monthly base rent for months

two through 14 is $2,456, increasing to $3,070 for months 15 through 26, and ending at $3,684 for months 27 through 37.

Rent expense,

as part of general and administrative expenses in the statements of operations, was $ 85,842 and $ 61,724 for the years ended December 31,

2024 and 2023, respectively, which consisted of the new operating lease and a temporary month-to-month lease the Company entered into

until a long-term space was identified.

In the normal course of business, the Company

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financial statements were issued.

6 - Share-based Compensation

Note 6 - Share-based Compensation

Stock Options

The fair value of each option award is estimated

on the date of grant using a Black Scholes option valuation model that uses the assumptions noted in the following table.

Because Black

Scholes option valuation models incorporate ranges of assumptions for inputs, these ranges are disclosed.

Expected volatilities and based

on implied volatilities from traded options on the Company’s stock, historical volatility of the Company’s stock, and other

The expected term of options granted is derived from the output of the valuation model and represents the period of time that

options granted are expected to be outstanding.

The risk-free rate for periods within the contractual life of the option is based on

Treasury yield curve in effect at the time of grant.

Schedule of assumptions

December 31, 2024

December 31, 2023

Per share fair value at grant date

$ 0.42 - $ 88.85

$ 5.68 - $ 88.85

Risk-free interest rate

0.9 % - 272 %

Expected volatility

77.04 % – 10,900 %

77.04 % - 10,900 %

Dividend yield

Expected life in years

The following table presents the activity for

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Price and Life reflect the weighted average exercise price and weighted average remaining contractual life, respectively.

The Company’s options summarized above have been retroactively restated

for the effect of the 25-for-1 reverse stock split.

During the year ended December 31, 2023, the Company

granted 26,708 stock options to certain executives and key employees.

Under the terms of the option agreements, the options are subject

to certain vesting requirements.

The assumptions used in the Black-Scholes valuation

method for these options which were issued in 2023 is as follows:

Schedule of assumptions

Risk free interest rate

3.76 % - 4.24 %

Expected term (years)

Expected volatility

Expected dividends

These assumptions listed above for 2023 were derived

using i) the risk free interest rate published by the federal reserve on the date of grant, ii) the expected term used is the average

of the contractual term plus the weighted average vesting term, iii) the volatility was derived using rates from third-party valuation

reports of other financial instruments for the applicable quarter and iv) the expected dividends rate used is taken from the applicable

option award agreement.

The Company’s options summarized above have been retroactively restated for the effect of the 25-for-1 reverse stock split.

Restricted Stock Units

8 unchanged sentences

Outstanding - December 31, 2024

During the year ended December 31, 2023, the Company

granted 1,500 restricted stock units.

Under terms of the restricted stock agreements, the restricted stock units are subject to certain

vesting requirements.

The Company recognized share-based compensation

expense related to stock options and restricted stock units of $ 1,025,420 and $ 1,001,889 for the years ended December 31, 2023 and 2022,

respectively.

The remaining unvested share-based compensation expense of $ 717,274 is expected to be recognized over the next 48 months.

expense related to stock options and restricted stock units of $ 736,797 and $ 1,025,420

for the years ended December 31, 2024 and 2023, respectively.

The remaining unvested share-based compensation expense of $ 181,805

is expected to be recognized over the next 36 months.

Note 7 – Equity Financings

10 unchanged sentences

Company receives under the White Lion Purchase Agreement are expected to be used for working capital and general corporate purposes.

The aggregate number of shares of common stock

that the Company can sell to White Lion under the White Lion Purchase Agreement (including the Commitment Shares) may in no case exceed

100,068 shares of the common stock (which is equal to approximately 19.99% of the shares of the common stock outstanding immediately

prior to the execution of the White Lion Purchase Agreement) (the “Exchange Cap”), unless shareholder approval is obtained

to issue purchase shares above the Exchange Cap, in which case the Exchange Cap will no longer apply.

The White Lion Common Stock Purchase

Agreement prohibits the Company from issuing and selling any shares of common stock to White Lion to the extent such shares, when

aggregated with all other shares of our common stock then beneficially owned by White Lion, would cause White Lion’s

beneficial ownership of common stock to exceed 9.99% (the “Beneficial Ownership Cap”).

The Company recognized all offering costs related

to the equity line of credit as deferred offering costs in accordance with the guidance in ASC 835-30-S45.

Sale of Common Shares

(S-3 offering)

In June 2023, the Company sold 189,400 shares

of common stock in a registered public offering with net proceeds of $ 2.7 million .

Replacement Equity

Line with White Lion

On November 6, 2023, the Company entered into

a new Common Stock Purchase Agreement and a related registration rights agreement with White Lion.

Pursuant to the new Common Stock Purchase

Agreement, the Company has the right, but not the obligation to require White Lion to purchase, from time to time until December 31, 2024,

up to $10,000,000 in aggregate gross purchase price of newly issued shares of the Company’s common stock, subject to certain limitations

and conditions set forth in the Common Stock Purchase Agreement.

In connection with the new Common Stock Purchase Agreement, the parties

agreed to terminate the previous Common Stock Purchase Agreement with White Lion.

See Note 10 for subsequent activity related to the equity

line with White Lion.

6, 2023, the Company entered into a new Common Stock Purchase Agreement and a related registration rights agreement with White Lion.

Pursuant to the new Common Stock Purchase Agreeme nt, the Company has the right, but not the obligation to require White Lion to

purchase, from time to time until December 31, 2024, up to $10,000,000 in aggregate gross purchase price of newly issued shares of the

Company’s common stock, subject to certain limitations and conditions set forth in the Common Stock Purchase Agreement.

In connection

with the new Common Stock Purchase Agreement, the parties agreed to terminate the previous Common Stock Purchase Agreement with White

During the year ended

December 31, 2024, the Company closed on several sales of Common Stock under the White Lion Purchase Agreement.

As a result, the Company

issued an aggregate of 4,815,263

common shares and received aggregate proceeds of approximately $ 8.2

Common Stock Purchase

On November 25, 2024,

the Company entered into a common stock purchase agreement (the “Common Stock Purchase Agreement”) and a related registration

rights agreement (the “White Lion RRA”) with White Lion.

Pursuant to the Common Stock Purchase Agreement, the Company has

the right, but not the obligation to require White Lion to purchase, from time to time, up to $10,000,000 in aggregate gross purchase

price of newly issued shares of the Company’s common stock, subject to certain limitations and conditions set forth in the Common

Stock Purchase Agreement.

At-the-Market

Sales Agreement

During the year ended December 31, 2024, the

Company issued 1,317,464

shares for aggregate proceeds of approximately $ 0.7

million pursuant to an At-the-Market Issuance Sales Agreement (the “Sales Agreement”) with Ascendiant Capital Markets,

LLC, as sales agent (the “Agent”).

Under the Sales Agreement, the Company may sell

shares of its common stock having an aggregate offering price of up to $10,000,000 from time to time, through an “at the market

offering” (the “ATM Offering”).

The aggregate market value of shares that the Company can sell under the Sales Agreement

will be subject to the limitations of General Instruction I.B.6 of Form S-3, to the extent required under such instruction.

$2.3 Million Convertible

Preferred Stock and Warrants Financing

On April 23, 2024, the

Company entered into a securities purchase agreement with accredited investors for a convertible preferred stock and warrants financing.

The Company received $ 2,314,000 of gross proceeds in connection with the closing of this financing.

At the closing, the

Company issued 2,314

shares of Series B convertible preferred stock (“Series B Preferred Stock”) at a purchase price of $1,000 per share of

Series B Preferred Stock.

The Series B Preferred Stock is convertible into Common Stock at an initial conversion price

(“Conversion Price”) of $1.851 per share of Common Stock.

The Company also issued warrants (“Warrants”)

exercisable for 1,250,137

shares of Common Stock with a five-year term and an initial exercise price of $ 1.851

The current conversion and exercise price has been adjusted to $ 0.4930 .

The proceeds of this financing, together with

other available cash resources, were used to repay outstanding debt and for general corporate purposes.

Holders of the Series

B Preferred Stock will be entitled to dividends in the amount of 10% per annum, payable quarterly.

The Company has the option to pay dividends

on the Series B Preferred Stock in additional shares of Common Stock.

The Company also has the option to cumulate or “capitalize”

the dividends, in which case the accrued dividend amount shall be added to the stated value of each share of Series B Preferred Stock.

As of December 31, 2024, the Company has elected to capitalize all dividends declared.

The following table presents the activity for

warrants outstanding:

warrants outstanding

Schedule of activity for warrants outstanding

Weighted Average Exercise Price

2 unchanged sentences

Outstanding - December 31, 2023

Forfeited/cancelled/restored

Forfeited/cancelled

Outstanding - December 31, 2024

During the year

ended December 31, 2022, in connection with the issuance of the Prior Note, the Company issued 12,000 warrants to

purchase shares of common stock at the exercise price of $52.50 per share.

During the year ended

December 31, 2022, 6 warrants were exercised using the cashless option into 4 shares of common stock.

December 31, 2024, in connection with the payoff of the New Note and Prior Note, the Company issued 2,226,811 warrants to purchase shares

of common stock at the exercise price of $1.967.

The per share exercise price has been adjusted to $0.4930.

During the year ended

2 unchanged sentences

During the year ended

December 31, 2023, in connection with the modification of the Prior Note, the Company cancelled the original 12,000

common stock warrants and issued 24,000

new common stock warrants at an exercise price of $15.25 per share.

8 – Income Taxes

For the year ended December 31, 2023 and 2022,

December 31, 2023, in connection with the modification of the Prior Note, the Company cancelled the original 12,000 common stock warrants

and issued 24,000 new common stock warrants at an exercise price of $15.25 per share.

Note 8 – Income Taxes

For the years ended December 31, 2024 and 2023,

the Company recorded no income tax benefit for the net operating losses incurred during the year, due to the uncertainty of realizing

10 unchanged sentences

deferred tax assets as of December 31, 2024 and 2023 are summarized below.

Schedule of deferred tax assets

Deferred tax assets:

13 unchanged sentences

For the year ended December 31, 2024, the Company

has federal and state net operating loss carryforwards of $ 19,692,052

and $ 19,692,052 ,

has federal and state net operating loss carryforwards of $ 22,457,710 and $ 955,911 ,

respectively.

The federal net operating loss carryforwards

do not have an expiration, however, are limited to 80% of the excess of taxable income over the total net operating loss deduction.

state net operating loss carryforwards will conform to the federal provisions.

The federal net operating loss carryforwards do

not have an expiration, however, are limited to 80% of the excess of taxable income over the total net operating loss deduction.

net operating loss carryforwards will conform to the federal provisions.

After weighing all available positive and negative

evidence for the periods ended December 31, 2023 and 2022, the Company has recorded a valuation allowance of $ 4,845,921 and $ 2,787,033 ,

respectively.

evidence for the years ended December 31, 2024 and 2023, the Company has recorded a valuation allowance of $ 6,908,036

and $ 4,851,904 , respectively.

The Company continuously monitors its current

2 unchanged sentences

judgement and is based on the best information available.

For the periods ended December 31, 2023 and 2022, the Company is not aware

of any positions which require an uncertain tax position liability.

For the years ended December 31, 2024 and 2023, the Company is not aware of

any positions which require an uncertain tax position liability.

The Company is subject to taxation in the United

2 unchanged sentences

in 2026 for state jurisdictions.

9 – Net Loss Per Share

Note 9 – Net Loss Per Share

Basic net loss per share is computed by dividing

4 unchanged sentences

2024 Reverse Stock Split

On February 26, 2024, the Company effected

a 1-for-25 reverse stock split of its common stock.

On February 26, 2024, the Company effected a 1-for-25

reverse stock split of its common stock.

The reverse stock split applied to the Company’s outstanding warrants, stock options and

restricted stock units.

The number of shares of common stock into which these outstanding securities are convertible or exercisable

were adjusted proportionately as a result of the reverse stock split.

The exercise prices of any outstanding warrants or stock

options were also proportionately adjusted in accordance with the terms of those securities and the Company’s equity incentive

All weighted average share amounts have been retroactively adjusted for the reverse stock split.

The number of shares of common stock into which these outstanding securities are convertible or exercisable were

adjusted proportionately as a result of the reverse stock split.

The exercise prices of any outstanding warrants or stock options were

also proportionately adjusted in accordance with the terms of those securities and the Company’s equity incentive plans.

average share amounts have been retroactively adjusted for the reverse stock split.

As of December 31, 2024 and 2023, 3,018,188

and 252,750 ,

respectively of potentially dilutive weighted average shares were excluded from the calculation of diluted net loss per share because

their effect would have been anti-dilutive for the periods presented.

and 313,269 , respectively of potentially dilutive weighted average shares were excluded from the calculation of diluted net loss per share

because their effect would have been anti-dilutive for the periods presented.

Note 10 – Subsequent Events

3 unchanged sentences

or disclosure in the financial statements.

RFM Acquisition

On January 26, 2024, we entered into a Purchase

Agreement (the “RFM Purchase Agreement”), pursuant to which we agreed to acquire RadioFM (the “RFM Acquisition”),

which is currently a component of both AppSmartz and RadioFM (partnerships under common control).

The aggregate consideration for the

RFM Acquisition is $13,000,000 (plus $2,000,000 in contingent consideration if certain post-close milestones are reached), in addition

to the assumption of certain liabilities, as may be adjusted pursuant to the terms of the RFM Purchase Agreement.

In March 2024, the parties mutually agreed to

terminate the RFM Purchase Agreement.

The Company filed an amendment to its Certificate

of Incorporation with the Secretary of State in Delaware which became effective as of 5:00 P.M.

Eastern Time on February 26, 2024.

a result, every twenty-five (25) issued shares of common stock were automatically combined into one share of common stock.

Shares of the Company’s common stock were

assigned a new CUSIP number (05072K 206) and began trading on a split-adjusted basis on February 27, 2024.

The reverse stock split did not change the authorized

number of shares of the Company’s common stock.

No fractional shares were issued and any fractional shares resulting from the reverse

stock split were rounded up to the nearest whole share.

Therefore, stockholders with less than 25 shares received one share of stock.

The reverse stock split applied to the Company’s

outstanding warrants, stock options and restricted stock units.

The number of shares of common stock into which these outstanding securities

are convertible or exercisable were adjusted proportionately as a result of the reverse stock split.

The exercise prices of any outstanding

warrants or stock options were also proportionately adjusted in accordance with the terms of those securities and the Company’s

equity incentive plans.

From February 15, 2024 through March 19, 2024,

the Company has sold 1,340,000 shares to White Lion for total proceeds of $3,606,508.

The Company currently has an effective registration

statement that registers for resale by White Lion up to 765,263 shares of common stock that may be issued to White Lion under the Equity

Line Purchase Agreement.

After White Lion has acquired shares under the Equity Line Purchase Agreement, it may sell all, some or none

of those shares.

Sales to White Lion by us pursuant to the Equity Line Purchase Agreement may result in substantial dilution to the interests

of other holders of the Company’s common stock.

Nasdaq Compliance

On March 20, 2024, the Company received a letter

from Nasdaq stating it had regained compliance with the minimum bid requirement.

The Panel reminded the Company that although it regained

compliance with the minimum bid requirement, it is also required to regain compliance with the equity requirement.

Therefore, this matter

will remain open until the Company demonstrates compliance with all requirements.

Operating Lease

On March 25, 2024, the Company entered into a

new 37-month operating lease commencing on April 1, 2024 with two separate two year renewal options.

The monthly base rent for months

two through 14 is $2,456, increasing to $3,070 for months 15 through 26, and ending at $3,684 for months 27 through 37.

On February 19, 2025, the Company issued 1,033,706

shares for aggregate proceeds of approximately $0.5 million under the ATM financing arrangement.

On February 19, 2025, 140 shares of Series B Preferred stock were converted

to 283,116 shares of Common stock.

Additionally, on February 19, 2025, the Series B Preferred stockholders converted their capitalized

dividends into 283,116 shares of Common stock.

Changes and Disagreements with Accountants on Accounting and Financial Disclosure

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data