What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2024-04-02 compared with 2023-03-31 · 544 added, 360 removed, 558 unchanged (62% of the section changed)

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and marketing, and AE.360.DDM services – are therefore based on our effective use of Discord as well as other social media including

TikTok, Twitter, Instagram, and YouTube.

TikTok, X, Instagram, and YouTube.

Arshia Sarkhani, our Chief Executive Officer and President, and Mr.

Kyle Fairbanks, our Executive Vice-Chairman, had been actively

investing and developing social influencer followings on their own when they had a vision:

Bring Wall Street trading education and entertainment

to the Generation Z masses through social media through the community-based platform known as Discord.

Kyle Fairbanks, our Executive Vice-Chairman and Chief Marketing

Officer, had been actively investing and developing social influencer followings on their own when they had a vision:

Bring Wall Street

trading education and entertainment to the Generation Z masses through social media through the community-based platform known as Discord.

Sarkhani and Mr.

sensed that social media could empower retail investors, as later demonstrated in the extreme by recent developments such as the GameStop

meme stock phenomenon.

Fairbanks sensed that social media could empower retail investors, as later demonstrated in the extreme by recent

developments such as the GameStop meme stock phenomenon.

Based on their vision and personal investing experience, Mr.

Sarkhani and Mr.

Fairbanks founded our company with

fellow investors and social influencers Jackson Fairbanks, our Chief Marketing Officer, and Arman Sarkhani, our Chief Operating Officer.

Our company initially focused on providing social media and marketing campaigns and consulting services for clients.

Fairbanks founded our company with fellow investors and social influencers Jackson Fairbanks, our Director of Socials, and Arman Sarkhani,

our Chief Operating Officer.

Our company initially focused on providing social media and marketing campaigns and consulting services

October 2020, we had determined that the social media platform Discord, which focuses on users’ shared interests and features premium

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We believe that each of our servers is one of the first of its kind on Discord.

of March 2023, our Discord servers had approximately 260,000 members combined, consisting of approximately 160,000, 53,000, 43,000, and

5,100 members on our STOCKS, REALTY, CRYPTOS, and NFTS servers, respectively.

We plan to launch servers with other popular investment

themes in the future.

Through the consistent release of relevant content, cross-marketing, and strategic subscription pricing, we anticipate

that our various Discord communities will continue to grow rapidly.

record of growth on Discord has also depended and will continue to depend on a massive social media following.

Since deciding to

form our Discord communities, our social influencers’ effective use of TikTok and other social media has fueled their rapid

Since August 2020, as a result of social media campaigns helping to promote our Discord servers in the financial education

and entertainment space, our social media presence has grown organically from fewer than 50,000 members and followers, to 2 million

by March 2023.

Our social media reach across all platforms has accumulated over 1 billion interactions.

We expect even faster growth

on Discord with the recent launch of our real estate-themed server and other services in 2022 due to our continued skilled use of

social media as well as our investment education and entertainment content.

As of March 2024, our Discord servers had approximately

210,000 members combined, consisting of approximately 150,000, 48,000, and 11,500 members on our STOCKS, REALTY, and CRYPTOS servers,

respectively.

We plan to launch servers with other popular investment themes in the future.

Through the consistent release of relevant

content, cross-marketing, and strategic subscription pricing, we anticipate that our various Discord communities will continue to grow.

Our record of growth on Discord has also depended

and will continue to depend on a massive social media following.

Since deciding to form our Discord communities, our social influencers’

effective use of TikTok and other social media has fueled their rapid growth.

Since August 2020, as a result of social media campaigns

helping to promote our Discord servers in the financial education and entertainment space, our social media presence has grown organically

from fewer than 50,000 members and followers, to 2 million by March 2024.

Our social media reach across all platforms has accumulated

well over 1 billion interactions.

Current Business

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expand our clients’ Discord server bases and drive traffic to their businesses, as well as increase membership in our own servers.

In forming thriving community groups on Discord, we designed and developed

four Asset Entities server communities and manage a combined server user membership of approximately 260,000 as of March 2023.

we have developed a high level of expertise in designing, developing, and managing Discord servers.

Having developed multiple Discord

servers in a variety of fields, we have positioned ourselves as experts in the Discord space.

Further capitalizing on this experience,

since January 2022, we have formally offered our “AE.360.DDM, Design Develop Manage” service, or “AE.360.DDM”.

AE.360.DDM is a suite of services to individuals and companies seeking to create a server on Discord.

We believe we are the first company

to provide “Design, Develop and Manage,” or DDM, services for any individual, company, or organization that wishes to join

Discord and create their own community.

We liken this service to that provided by companies like Register.com and Godaddy.com during the

dot.com era in the 1990s for companies looking to register their domain names, develop webpages and websites, and manage and host those

With our AE.360.DDM rollout, we believe we are uniquely positioned to offer DDM services in the growing market for Discord servers.

forming thriving community groups on Discord, we designed and developed four Asset Entities server communities and manage a combined

server user membership of approximately 260,000 as of March 2023.

As a result, we have developed a high level of expertise in designing,

developing, and managing Discord servers.

Having developed multiple Discord servers in a variety of fields, we have positioned ourselves

as experts in the Discord space.

Further capitalizing on this experience, since January 2022, we have formally offered our “AE.360.DDM,

Design Develop Manage” service, or “AE.360.DDM”.

AE.360.DDM is a suite of services to individuals and companies seeking

to create a server on Discord.

We believe we are the first company to provide “Design, Develop and Manage,” or DDM, services

for any individual, company, or organization that wishes to join Discord and create their own community.

We liken this service to that

provided by companies like Register.com and Godaddy.com during the dot.com era in the 1990s for companies looking to register their domain

names, develop webpages and websites, and manage and host those websites.

With our AE.360.DDM rollout, we believe we are uniquely positioned

to offer DDM services in the growing market for Discord servers.

Year 2023 Highlights

2023, we took the following initiatives to expand our business:

November 2023, we acquired certain assets of Ternary Inc., a Florida corporation (“Ternary

FL”), Ternary Developments Inc., a Delaware corporation (“Ternary DE” and

together with Ternary FL, “Ternary”), and their Chief Executive Officer, Jason

Lee, relating a cloud-based subscription management solution for Discord communities and

Stripe-verified payment processor, and OptionsSwing Inc.

a Florida corporation (“OptionsSwing”),

the provider of an investment research and analysis education service.

The acquisitions are

intended to add new Discord and social media customers to Asset Entities, expand the Company’s

platform, and provide a Stripe-verified payment processing platform to Asset Entities’

AE.360.DDM suite of services for Discord communities and beyond.

In February 2024, we launched

Ternary V2, the next generation of the Ternary platform, which includes additional customer

relations management (CRM) tools, allowing community owners the ability to scale, manage,

and transact payments all in a single platform.

Ternary generates revenue by charging community

owners a monthly subscription plus a processing fee to use its platform.

launched a new AE.360.DDM website;

engaged music producer Jeff Blue as Head of Entertainment

to lead the development of the AE.360.DDM Music and Entertainment Artist and Repertoire (A&R)

hired a Senior Project Manager for all Discord servers under the AE.360.DDM suite

introduced a ChatGPT AI bot as an AE.360.DDM Discord server customer service

engaged professional golfers Bryson DeChambeau and Scott Verplank to promote the

AE.360.DDM service;

and engaged Michael Irvin, American sports commentator and former professional

football player, to provide marketing services for the AE.360.DDM service.

signed AE.360.DDM contracts with apparel brand Kappa USA, rock band Matchbox Twenty, and

former professional football player Michael Irvin.

Historical Performance

The Company had an accumulated deficit of $627,118

at December 31, 2022 and a net loss of $645,255 during the year ended December 31, 2022.

However, in February 2023, the Company

completed an equity offering which generated net proceeds of $6.6 million.

Consequently, the Company’s existing cash resources

and the cash received from the equity offering are expected to provide sufficient funds to carry out the Company’s planned operations

through the next 12 months.

The Company had an accumulated deficit of $5,558,315 at December 31,

2023, $2,924,323 in cash at December 31, 2023, and a net loss of $4,931,197 during the year ended December 31, 2023.

The Company initiated

a sale of 621,590 shares of common stock under its Amended and Restated Closing Agreement (as amended and as defined in Item 5.

For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities – Recent Sales of Unregistered

Securities ”) on March 27, 2024, and the Company intends to file a “shelf” registration statement and arrange for

one or more financings to commence pursuant to such shelf registration statement shortly after it becomes effective.

Based on the Company’s

existing cash resources and the cash expected to be received from these financings, it is expected that the Company will have sufficient

funds to carry out the Company’s planned operations through December 31, 2024.

For further discussion, see Item 7.

“ Management’s

Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources ”.

social influencer and online media presence on various platforms are expanding and evolving.

More than any previous generation, Generation

Z is immersed in social media platforms like TikTok, Twitter, and Meta Platforms’ Facebook and Instagram.

This trend has generated

opportunities for young adults to become social influencers and to gain financial success.

Many kids now want to be “tiktokers”,

“instagrammers”, and social media influencers.

In addition to these platforms, the Reddit-based campaigns behind the GameStop,

AMC and Koss meme stock phenomena of 2021 demonstrated the power of social media to generate and destroy financial wealth relatively

We believe that these developments are together giving way to a new type of social media community.

Social media was once occupied

by influencers who were showing off their latest snacks, clothes, makeup brands, and other products and services, but now, a new breed

of influencers focus on other subjects that are gaining mass interest, especially with Generation Z, including personal finance and investing.

Z is immersed in social media platforms like TikTok, X, and Meta Platforms’ Facebook and Instagram.

This trend has generated opportunities

for young adults to become social influencers and to gain financial success.

Many kids now want to be “tiktokers”, “instagrammers”,

and social media influencers.

In addition to these platforms, the Reddit-based campaigns behind the GameStop, AMC and Koss meme stock

phenomena of 2021 demonstrated the power of social media to generate and destroy financial wealth relatively quickly.

We believe that

these developments are together giving way to a new type of social media community.

Social media was once occupied by influencers who

were showing off their latest snacks, clothes, makeup brands, and other products and services, but now, a new breed of influencers focus

on other subjects that are gaining mass interest, especially with Generation Z, including personal finance and investing.

Bloomberg has reported (“Influencers Are Luring Investors Flummoxed by Meme Stonks and Options,” June 18, 2021), in the U.S.,

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for access to their server, up to $100 a month, of which Discord takes 10%.

Based on the above, social influencers can generate

revenues from Discord user subscriptions by drawing users in with their investment education and entertainment content.

Expert influencers

on Discord and other social media can simultaneously use their social media expertise and brands to generate social media marketing campaigns

for business clients looking to attract more Generation Z consumers.

Services, such as “AE.360.DDM, Design Develop Manage”,

covering all aspects of the design and implementation of the Discord servers themselves can attract subscribers and, therefore, create

a new source of revenue.

We believe that we are a leading provider of all of these services, and that demand for all of our services

will continue to grow.

on the above, social influencers can generate revenues from Discord user subscriptions by drawing users in with their investment education

and entertainment content.

Expert influencers on Discord and other social media can simultaneously use their social media expertise and

brands to generate social media marketing campaigns for business clients looking to attract more Generation Z consumers.

Services, such

as “AE.360.DDM, Design Develop Manage”, covering all aspects of the design and implementation of the Discord servers themselves

can attract subscribers and, therefore, create a new source of revenue.

We believe that we are a leading provider of all of these services,

and that demand for all of our services will continue to grow.

offer three types of services that utilize Discord and other social media to younger generations and other social media users.

Communities .

Our investment education and entertainment service aims to serve as an education and entertainment platform

for investments in a way that is accessible to Generation Z and other social media users.

As one of the largest community-based education

and entertainment platforms on Discord, with four separate servers with a combined user membership of approximately 260,000 as of March

2023, we provide financial literacy education and entertainment on trading and investment.

Our largest Discord server focuses on stock

investing education and entertainment, and we have smaller but growing real estate, cryptocurrency and NFT education and entertainment

Discord servers.

One of the unique aspects of Discord is that the base access to certain materials is free to all users.

server subscription fees currently range from $4.99 to $59.99, with a planned $99.99 tier forthcoming.

Discord Communities .

investment education and entertainment service aims to serve as an education and entertainment platform for investments in a way that

is accessible to Generation Z and other social media users.

As one of the largest community-based education and entertainment platforms

on Discord, with four separate servers with a combined user membership of approximately 210,000 as of March 2024, we provide financial

literacy education and entertainment on trading and investment.

Our largest Discord server focuses on stock investing education and entertainment,

and we have smaller but growing real estate and cryptocurrency education and entertainment Discord servers.

One of the unique aspects

of Discord is that the base access to certain materials is free to all users.

Our Discord server subscription fees currently range from

$4.99 to $59.99, with a top tier that includes access to the OptionsSwing software platform of $120.00.

monthly fees, paying subscribers to our Discord servers can get access to live trading diaries, premium prerecorded investing and trading

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the Discord server through moderation and maintenance through a proprietary process.

AI bot as an AE.360.DDM Discord server customer service feature.

February 2024, we also offer Ternary V2, the next generation of Ternary’s Stripe-verified payment processing platform for Discord

Ternary V2 provides additional CRM tools, allowing community owners the ability to scale, manage, and transact payments

all in a single platform.

March 11, 2020, the World Health Organization declared the novel coronavirus COVID-19 a global pandemic and recommended containment and

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investing, could also impact our business and demand for our services.

For more information on the impacts of COVID-19

on our business and related risks, please refer to the sections entitled “Item 1A.

Risk Factors – Risks Related to Our

Business and Industry – The COVID-19 pandemic may cause a material adverse effect on our business.” and Item 7.

“ Management’s

Discussion and Analysis of Financial Condition and Results of Operations – Impact of COVID-19 Pandemic ”.

We cannot predict

the extent to which the ongoing COVID-19 pandemic or related regulatory or legislative activity may impact us.

Market Opportunity and Customers

market our services primarily to “Generation Z” users and businesses seeking to market their services to these users.

the first generation to have grown up with access to the Internet and portable digital technology from a young age, members of Generation

Z have been dubbed “digital natives”.

Around the world, it has been reported that members of Generation Z are spending more

time on electronic devices and less time reading books than before, with implications for their attention span and vocabulary, as well

as their future in the modern economy.

As discussed above, Gen Z users are often bereft of the financial literacy needed to invest, in

spite of growing demand for financial services especially in an era of meme stocks and stock trading apps like Webull, Robinhood, and

With our emphasis on video, chat, and other social media education, entertainment and marketing, and deep knowledge of Discord

server design and trending investment topics, we have positioned ourselves to attract younger investors and businesses seeking to market

are also now targeting millennials, Generation X, and older generations.

Our most prominent example of this effort is our real estate

Discord server, registered under the Discord domain name “REALTY”, which we launched in May 2022.

We expect to attract more

diverse subscribers interested in learning about real estate alternatives to traditional finance.

Marketing and Customer Acquisition

will continue to seek customers by producing content for our Discord servers and other social media accounts and using our Social Influencer

Network to increase our Discord members.

To that end, we frequently engage in social media campaigns for our Discord servers by posting

free videos, tweets, and other social media content on Discord, TikTok, Twitter, Instagram, and YouTube.

more information on the impacts of COVID-19 on our business and related risks, please refer to the sections entitled “Item 1A.

Risk Factors – Risks Related to Our Business and Industry – The COVID-19 pandemic may cause a material adverse effect

on our business.” and Item 7.

“ Management’s Discussion and Analysis of Financial Condition and Results of Operations

– Impact of COVID-19 Pandemic ”.

We cannot predict the extent to which the ongoing COVID-19 pandemic or related regulatory

or legislative activity may impact us.

Our Market Opportunity and Customers

We market our services primarily to “Generation

Z” users and businesses seeking to market their services to these users.

As the first generation to have grown up with access to

the Internet and portable digital technology from a young age, members of Generation Z have been dubbed “digital natives”.

Around the world, it has been reported that members of Generation Z are spending more time on electronic devices and less time reading

books than before, with implications for their attention span and vocabulary, as well as their future in the modern economy.

above, Gen Z users are often bereft of the financial literacy needed to invest, in spite of growing demand for financial services especially

in an era of meme stocks and stock trading apps like Webull, Robinhood, and E*Trade.

With our emphasis on video, chat, and other social

media education, entertainment and marketing, and deep knowledge of Discord server design and trending investment topics, we have positioned

ourselves to attract younger investors and businesses seeking to market to them.

We are also now targeting millennials, Generation X,

and older generations.

Sales, Marketing and Customer Acquisition

We will continue to seek customers by producing

content for our Discord servers and other social media accounts and using our Social Influencer Network to increase our Discord members

and to provide marketing services.

To that end, we frequently engage in social media campaigns for our Discord servers by posting free

videos, tweets, and other social media content on Discord, TikTok, X, Instagram, and YouTube.

We will use search engine optimization,

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other services.

We expect that we will increase sales and revenues from increased Discord members and customers of our paid services

from the recent launch and expansion of our AE.360.DDM service, the recent launch of our REALTY Discord server, and expansion of our

STOCKS, CRYPTOS, and NFTS Discord servers.

of the ways we can increase our Discord users and customer base is to utilize our “SiN” or “Social Influencer Network,”

our social influencer independent contractors.

Each of our SiN social influencer independent contractors can perform social media outreach

to expand our Discord server bases and increase membership in our Discord servers.

When we use our social influencers to increase our

user base, we have the right to preapprove and remove the influencer’s posts at our discretion.

They are generally paid on a commission-only

Typical payment terms are a dollar amount for a certain number of new member signups, or, with respect to our REALTY Discord server,

a percentage, subject to a dollar cap, on the server’s subscription net revenue.

We may also commission them to provide premium

video education series with revenue-sharing provisions for any related subscription fees.

We generally own all content produced by our

SiN influencers.

We expect that we will increase sales and revenues from increased Discord members and customers of our paid services from

the expansion of our AE.360.DDM service and expansion of our STOCKS, CRYPTOS and REALTY Discord servers.

One of the ways we can increase our Discord users

and customer base is to utilize our “SiN” or “Social Influencer Network,” our social influencer independent contractors.

Each of our SiN social influencer independent contractors can perform social media outreach to expand our Discord server bases and increase

membership in our Discord servers.

When we use our social influencers to increase our user base, we have the right to preapprove and remove

the influencer’s posts at our discretion.

They are generally paid on a commission-only basis.

Typical payment terms are a dollar

amount for a certain number of new member signups or subscription net revenue.

We may also commission them to provide premium video education

series with revenue-sharing provisions for any related subscription fees.

We generally own all content produced by our SiN influencers.

Depending on each contract, we may require weekly meetings with the influencer.

Our SiN contracts are terminable on

30 days’ notice our SiN and have customary confidentiality, nondisclosure, and noncompete provisions.

Our SiN contracts are terminable on 30 days’ notice

our SiN and have customary confidentiality, nondisclosure, and noncompete provisions.

discussed above, we likewise offer the services of our SiN independent contractors to current and potential social media and marketing

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own growing Discord communities.

In February 2023, we initiated an online marketing campaign and expanded use of SEO, Facebook Ads, Google

Ads and Google Analytics to accelerate customer acquisition for our AE.360.DDM service.

2023 and through March 2024, we initiated an online marketing campaign and expanded use of SEO, Facebook Ads, Google Ads and Google Analytics

to accelerate customer acquisition for our AE.360.DDM service;

launched a new AE.360.DDM website;

engaged music producer Jeff Blue as

Head of Entertainment to lead the development of the AE.360.DDM Music and Entertainment A&R service;

hired a Senior Project Manager

for all Discord servers under the AE.360.DDM suite of services;

introduced a ChatGPT AI bot as an AE.360.DDM Discord server customer

service feature;

engaged professional golfers Bryson DeChambeau and Scott Verplank to promote the AE.360.DDM service;

and engaged Michael

Irvin, American sports commentator and former professional football player, to provide marketing services for the AE.360.DDM service;

launched an official YouTube channel, “The Lounge,” which will feature podcast interviews with celebrities, sports figures,

business professionals, and more, and where interviews will focus on each guest’s journey through life;

expanded the AE.360.DDM service

with Ternary V2, the next generation of the Ternary Stripe-verified payment processing platform for Discord communities;

and introduced

a ChatGPT AI bot as an AE.360.DDM Discord server customer service feature.

we do not have any competitors that compete with us across our business in its entirety, we face competition in certain aspects of our

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had approximately 116,000 members as of March 2024.

● WallStreetBets

Discord Server and Subreddit – These are generally free services where anyone can

offer advice on high-risk investing in stocks, options, and futures trading.

Their Discord

server has approximately 563,000 members and their subreddit had approximately 13.8 million

registered users as of March 2023.

WallStreetBets Discord Server and Subreddit – These are generally free services where anyone can offer advice on high-risk investing in stocks, options, and futures trading.

Their Discord server has approximately 527,000 members and their subreddit had approximately 15 million registered users as of March 2024.

Investors – An online investment education service provided by investment advisory

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Its plans range from $25 per week to $800

● @DannyDevan

– Another social influencer who has more than 800,000 TikTok followers.

has a free community of approximately 87,000 members on Discord on his Finture Discord server.

● @moneylinemark

– Owns the “StockVIP” Discord server with approximately 280,000 members.

– A social influencer who owns the “StockVIP” Discord server with approximately

262,000 members.

Their revenue model relies 100% on Discord memberships.

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Moreover, our executive team includes

professionals with two or more decades of accounting, legal and management experience including

our Executive Chairman, who has practiced law for over 25 years, our Chief Financial Officer,

a Certified Public Accountant, or CPA, with over ten years of experience in finance and accounting,

and our Chief Experience Officer, who has been in the technology and marketing management

field for over two decades.

We believe that we have a unique combination of knowledge, global

experience and business acumen to sustain long-term growth.

professionals with two or more decades of accounting, legal, technology, sales, and management

experience including our Executive Chairman, who has practiced law for over 25 years;

Chief Financial Officer, a Certified Public Accountant, or CPA, with over ten years of experience

in finance and accounting;

our Chief Experience Officer, who has been in the technology and

marketing management field for over two decades;

and our Chief Technology Officer, a former

Salesforce Inc.

Senior Solution Engineer, who joined us in connection with our Ternary and

OptionsSwing assets acquisitions.

We believe that we have a unique combination of knowledge,

global experience and business acumen to sustain long-term growth.

● First-Mover

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our social media reach and cross-market to our other services.

the AE.360.DDM Service .

During 2023 and through March 2024, we initiated an online

marketing campaign and expanded use of SEO, Facebook Ads, Google Ads and Google Analytics

to accelerate customer acquisition for our AE.360.DDM service;

launched a new AE.360.DDM

engaged music producer Jeff Blue as Head of Entertainment to lead the development

of the AE.360.DDM Music and Entertainment A&R service;

hired a Senior Project Manager

for all Discord servers under the AE.360.DDM suite of services;

introduced a ChatGPT AI bot

as an AE.360.DDM Discord server customer service feature;

engaged professional golfers Bryson

DeChambeau and Scott Verplank to promote the AE.360.DDM service;

and engaged Michael Irvin,

American sports commentator and former professional football player, to provide marketing

services for the AE.360.DDM service;

launched an official YouTube channel, “The Lounge,”

which will feature podcast interviews with celebrities, sports figures, business professionals,

and more, and where interviews will focus on each guest’s journey through life;

the AE.360.DDM service with Ternary V2, the next generation of the Ternary Stripe-verified

payment processing platform for Discord communities;

and introduced a ChatGPT AI bot as an

AE.360.DDM Discord server customer service feature.

and Leverage Synergies from the AE.360.DDM Service .

In February 2023, we initiated

an online marketing campaign and expanded use of SEO, Facebook Ads, Google Ads and Google

Analytics to accelerate customer acquisition for our AE.360.DDM service.

We will further

use this service to create synergies and income-producing revenue streams that complement

our other business categories.

We will further use and expand

this service to create synergies and income-producing revenue streams that complement our

other business categories.

Intellectual Property

January 12, 2021, we submitted an application to the United States Patent and Trademark Office, or USPTO, for a trademark for our logo

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assetentities.com Internet domain name.

of March 31, 2023, we had seven full-time employees and 28 independent contractors.

Our independent contractors include approximately 27

Discord server moderators, analysts, and server developers.

We expect to hire up to approximately 50 other independent contractors, as

needed, for our Discord-based social media and services with some of the proceeds of this offering.

On November 10, 2023, we acquired the rights to

the trademarks “Ternary D” and “OptionsSwing”, the domain names ternarydev.com and optionsswing.com, the social

media handle @optionsswing on Instagram, Facebook, TikTok, YouTube, and X, the social media handle @TernaryDevelopments on Instagram,

the social media handle @TernaryDev on Facebook, TikTok and X, and the Ternary Developments and OptionsSwing Discord servers, in connection

with the asset purchase agreement by and among Asset Entities Inc., Ternary Inc., Ternary Developments Inc., OptionsSwing Inc., and Jason

Lee, dated as of November 10, 2023.

As of March 31, 2024, we had 11 full-time employees

and 28 independent contractors.

Our independent contractors include approximately 27 Discord server moderators, analysts, server developers,

software developers, customer service, sales, and marketing outreach.

We expect to hire up to approximately 50 other independent contractors,

as needed, for our Discord-based social media and services with some of the proceeds of this offering.

None of our personnel are represented

by labor unions, and we believe that we have an excellent relationship with everyone who works with us.

We operate the Company under

remote-first principles.

We operate the Company under remote-first

do not experience significant seasonality in our sales cycle.

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that have a direct impact on our business and operations.

Credit Card Accountability Responsibility and Disclosure Act of 2009, and similar laws and regulations adopted by several states regulate

credit card and gift certificate use fairness, including expiration dates and fees.

Controlling the Assault of Non-Solicited Pornography And Marketing Act, as amended (the “CAN-SPAM

Act”), and similar laws adopted by several states, regulate unsolicited commercial

emails, create criminal penalties for emails containing fraudulent headers, and control other

abusive online marketing practices.

The law also restricts data collection and use in connection

with its opt-out process requirements for senders of commercial emails.

Similarly, the U.S.

Federal Trade Commission (“FTC”) has guidelines that impose responsibilities

on us with respect to communications with consumers and impose fines and liability for failure

to comply with rules with respect to advertising or marketing practices it may deem misleading

or deceptive.

federal Telephone Consumer Protection Act of 1991 (“TCPA”) restricts telemarketing

and the use of automated telephone equipment.

The TCPA limits the use of automatic dialing

systems, artificial or prerecorded voice messages, SMS text messages, and fax machines.

also applies to unsolicited text messages advertising the commercial availability of goods

Additionally, several states have enacted statutes that address telemarketing.

For example, some states, such as California, Illinois, and New York, have created do-not-call

Other states, such as Oregon and Washington, have enacted “no rebuttal statutes”

that require the telemarketer to end the call when the consumer indicates that such person

is not interested in the product being sold.

Restrictions on telephone marketing, including

calls and text messages, are enforced by the FTC, the Federal Communications Commission,

states, and through the availability of statutory damages and class action lawsuits for violations

Credit Card Accountability Responsibility and Disclosure Act of 2009, and similar laws and

regulations adopted by several states regulate credit card and gift certificate use fairness,

including expiration dates and fees.

Our business also requires that we comply with payment

card industry data security and other standards.

We are subject to payment card association operating rules, certification requirements,

and rules governing electronic funds transfers, which could change or be reinterpreted to make it difficult or impossible for us to comply.

If we fail to comply with these rules or requirements, or if our data security systems are breached or compromised, we may be liable

for card issuing banks’ costs, subject to fines and higher transaction fees, and lose our ability to accept credit and debit card

payments from our customers, process electronic funds transfers, or facilitate other types of online payments, and our business and results

of operations could be adversely affected.

Digital Millennium Copyright Act provides relief for claims of circumvention of copyright protected technologies and includes a safe

harbor intended to reduce the liability of online service providers for hosting, listing, or linking to third-party content that infringes

We are subject to payment card association

operating rules, certification requirements, and rules governing electronic funds transfers,

which could change or be reinterpreted to make it difficult or impossible for us to comply.

If we fail to comply with these rules or requirements, or if our data security systems are

breached or compromised, we may be liable for card issuing banks’ costs, subject to

fines and higher transaction fees, and lose our ability to accept credit and debit card payments

from our customers, process electronic funds transfers, or facilitate other types of online

payments, and our business and results of operations could be adversely affected.

Digital Millennium Copyright Act provides relief for claims of circumvention of copyright

protected technologies and includes a safe harbor intended to reduce the liability of online

service providers for hosting, listing, or linking to third-party content that infringes

copyrights of others.

Communications Decency Act provides that online service providers will not be considered the publisher or speaker of content provided

by others, such as individuals who post content on an online service provider’s website.

California Consumer Privacy Act (“CCPA”), which went into effect on January 1, 2020, provides consumers the right to know

what personal data companies collect, how it is used, and the right to access, delete, and opt out of the sale of their personal information

Communications Decency Act provides that online service providers will not be considered

the publisher or speaker of content provided by others, such as individuals who post content

on an online service provider’s website.

California Consumer Privacy Act (“CCPA”), which went into effect on January 1,

2020, provides consumers the right to know what personal data companies collect, how it is

used, and the right to access, delete, and opt out of the sale of their personal information

to third parties.

It also expands the definition of personal information and gives consumers increased privacy rights and protections

for that information.

The CCPA also includes special requirements for California consumers under the age of 16.

In addition, the European

Union and United Kingdom have adopted the General Data Protection Regulation (“GDPR”), which likewise impose significant

data protection obligations on enterprises, including limitations on data uses and constraints on certain uses of sensitive data.

January 1, 2023, we also became subject to the California Privacy Rights Act, which expands upon the consumer data use restrictions,

penalties and enforcement provisions under the California Consumer Privacy Act, and Virginia’s Consumer Data Protection Act, another

comprehensive data privacy law.

Effective July 1, 2023, we will also become subject to the Colorado Privacy Act and Connecticut’s

An Act Concerning Personal Data Privacy and Online Monitoring, which are also comprehensive consumer privacy laws.

Effective December

31, 2023, we will also become subject to the Utah Consumer Privacy Act, regarding business handling of consumers’ personal data.

It also expands the definition of personal information and gives consumers

increased privacy rights and protections for that information.

The CCPA also includes special

requirements for California consumers under the age of 16.

In addition, the European Union

and United Kingdom have adopted the General Data Protection Regulation (“GDPR”),

which likewise impose significant data protection obligations on enterprises, including limitations

on data uses and constraints on certain uses of sensitive data.

Effective January 1, 2023,

we also became subject to the California Privacy Rights Act (“CPRA”), which expands

upon the consumer data use restrictions, penalties and enforcement provisions under the CCPA.

Consumer Data Protection Act (“VCDPA”) establishes rights for Virginia consumers

to control how companies use individuals’ personal data.

The VCDPA dictates how companies

must protect personal data in their possession and respond to consumers exercising their

rights, as prescribed by the law, regarding such personal data.

The VCDPA went into effect

on January 1, 2023.

The Colorado Privacy Act and Connecticut’s An Act Concerning Personal

Data Privacy and Online Monitoring (“CDPA”), effective as of July 1, 2023, are

similar comprehensive consumer privacy laws in Colorado and Connecticut, respectively.

as of December 31, 2023 and January 1, 2025, the Utah Consumer Privacy Act (“UCPA”),

and the Iowa Consumer Privacy Act (“ICPA”), will also regulate business handling

of consumers’ personal data in Utah and Iowa, respectively.

European Union (the “EU”) General Data Protection Regulation (“GDPR”)

imposes stringent requirements for controllers and processors of personal data of persons

in the EU, including, for example, more robust disclosures to individuals and a strengthened

individual data rights regime, shortened timelines for data breach notifications, limitations

on retention of information, increased requirements pertaining to special categories of data,

and additional obligations when we contract with third-party processors in connection with

the processing of the personal data.

The GDPR also imposes strict rules on the transfer of

personal data out of the EU to the United States and other third countries.

the GDPR provides that EU member states may make their own further laws and regulations limiting

the processing of personal data.

GDPR applies extraterritorially, and we may be subject to the GDPR because of our data processing activities that involve the personal

data of individuals located in the EU, such as in connection with our EU-based students.

Failure to comply with the requirements of the

GDPR and the applicable national data protection laws of the EU member states may result in fines of up to €20,000,000 or up to

4% of the total worldwide annual turnover of the preceding financial year, whichever is higher, and other administrative penalties.

regulations may impose additional responsibility and liability in relation to the personal data that we process, and we may be required

to put in place additional mechanisms to ensure compliance with the new data protection rules.

the withdrawal of the United Kingdom from the EU and the expiry of the transition period, from January 1, 2021, the United Kingdom Data

Protection Act 2018 (“UK GDPR”) retains in large part the GDPR in United Kingdom national law.

The UK GDPR mirrors the fines

under the GDPR, e.g., we could be fined up to the greater of €20 million/£17.5 million or 4% of global turnover under each

Children’s Online Privacy Protection Act (“COPPA”), the GDPR, and the UK GDPR impose additional restrictions

on the ability of online services to collect information from minors.

In addition, certain states, including Utah and Massachusetts,

have laws that impose criminal penalties on the production and distribution of content that is “harmful to a minor.”

Advisers Act of 1940

the Investment Advisers Act of 1940 (the “Investment Advisers Act”), and the rules adopted under that statute, a person

Investment Advisers Act of 1940 (the “Investment Advisers Act”), and the rules adopted under that statute, a person

or firm is required to register with the SEC if the person or firm is:

123 unchanged sentences

and preferences and rank equally, share ratably and are identical in all respects as to all matters.

the IPO, we offered and sold shares of Class B Common Stock to public investors (see “ — Initial Public Offering ”

AEH owns all of the 8,385,276 shares of our outstanding Class A Common Stock, which amounts to 83,852,760 votes.

The shares of

Class A Common Stock held by AEH are controlled by its officers and board of managers, all of whom are also some of our officers and

Prior to the IPO, there were 8,385,276 shares of Class A Common Stock outstanding representing voting power of 83,852,760

votes, 2,364,724 shares of Class B Common Stock outstanding representing voting power of 2,364,724 votes, and no shares of preferred

stock outstanding.

As a result, out of a total of 10,750,000 shares of outstanding common stock representing total voting power of 86,217,484

votes, AEH controlled approximately 97.3% of the voting power before the IPO.

Following the IPO and as of the date of this report, there

are 5,275,724 shares of Class B Common Stock issued and outstanding, 1,411,000 of which are held by officers and directors as a result

of grants of restricted stock under the Asset Entities Inc.

2022 Equity Incentive Plan (the “Equity Incentive Plan” or the

“Plan”) that were made upon the closing of the IPO pursuant to their employment or consulting agreements.

Stockholders that

are not officers and directors therefore currently own 3,864,724 shares of Class B Common Stock, representing approximately 4.3% of total

In our initial public offering, we offered and sold shares of Class

B Common Stock to public investors (see “ — Initial Public Offering ” below).

AEH owns all of the 7,532,029

shares of our outstanding Class A Common Stock, which amounts to 75,320,290 votes.

The shares of Class A Common Stock held by AEH are

controlled by its officers and board of managers, all of whom are also some of our officers and directors.

Following the initial public

offering and as of March 29, 2024, there are 6,892,381 shares of Class B Common Stock issued and outstanding, 1,547,565 of which are held

by officers and directors as a result of (i) grants of restricted stock under the Plan that were made pursuant to such officers and directors’

employment or consulting agreements and (ii) the conversion of shares of Class A Common Stock into shares of Class B Common Stock upon

transfer of such shares to such officers and directors as the former indirect beneficial owners of such shares.

Stockholders that are

not officers and directors therefore currently own 5,344,816 shares of Class B Common Stock, representing approximately 6.5% of total

voting power.

Combining their control of AEH’s shares of Class A Common Stock and their Class B Common Stock, our officers and

directors collectively maintain controlling voting power in the Company based on having approximately 95.7% of all voting rights.

concentrated control may limit or preclude the ability of others to influence corporate matters including significant business decisions

for the foreseeable future.

Combining their control of AEH’s shares of Class A Common Stock and their Class B Common Stock, our officers and directors

collectively maintain controlling voting power in the Company based on having approximately 93.5% of all voting rights.

This concentrated

control may limit or preclude the ability of others to influence corporate matters including significant business decisions for the foreseeable

and Conversions of Class A Common Stock

8 unchanged sentences

GKDB in turn agreed to the cancellation of 79,000 of its AEH units and transfer

of the 770,724 shares of Class B Common Stock to the Former GKDB Holders in proportion to their former ownership interests in GKDB, in

exchange for the Former GKDB Holders’ agreement to cancel and surrender all of their units of membership interests in GKDB.

770,724 shares of Class B Common Stock transferred to the Former GKDB Holders were derived from the Former GKDB Holders’ 7.9% nominal

indirect interest in AEH’s 9,756,000 shares of Class A Common Stock, which in turn was derived from the Former GKDB Holders’

39.5% ownership of GKDB and, in turn, their nominal indirect interest in 79,000 of GKDB’s 200,000 units, or 20.0% ownership of

The Former GKDB Holders’ nominal indirect interest in AEH’s 9,756,000 shares of Class A Common Stock was therefore automatically

converted into ownership of 770,724 shares of Class B Common Stock upon the conversion and transfer of this number of Class A Common

Stock that were held by AEH to the Former GKDB Holders.

As a result of these transactions, AEH held 8,985,276 shares of Class A Common

Stock and the Former GKDB Holders held a total of 770,724 shares of Class B Common Stock.

of the 770,724 shares of Class B Common Stock to the 2022 Former GKDB Holders in proportion to their former ownership interests in GKDB,

in exchange for the 2022 Former GKDB Holders’ agreement to cancel and surrender all of their units of membership interests in GKDB.

The 770,724 shares of Class B Common Stock transferred to the 2022 Former GKDB Holders were derived from the 2022 Former GKDB Holders’

approximately 7.9% nominal indirect interest in AEH’s 9,756,000 shares of Class A Common Stock, which in turn was derived from

the 2022 Former GKDB Holders’ 39.5% ownership of GKDB and, in turn, their nominal indirect interest in 79,000 of GKDB’s 200,000

units, or 20.0% ownership of AEH.

The 2022 Former GKDB Holders’ nominal indirect interest in AEH’s 9,756,000 shares of Class

A Common Stock was therefore automatically converted into ownership of 770,724 shares of Class B Common Stock upon the conversion and

transfer of this number of Class A Common Stock that were held by AEH to the 2022 Former GKDB Holders.

As a result of these transactions,

AEH held 8,985,276 shares of Class A Common Stock and the 2022 Former GKDB Holders held a total of 770,724 shares of Class B Common Stock.

October 6, 2022, under a Cancellation Agreement, each of Kyle Fairbanks, Jackson Fairbanks, Arman Sarkhani, and Arshia Sarkhani, each

8 unchanged sentences

As a result of these transfers, AEH held 8,385,276 shares of Class A Common Stock.

February 22, 2024, we entered into a Cancellation and Exchange Agreement with each of AEH, the holder of 8,385,276 shares of Class A

Common Stock, GKDB, the holder of 603,953 units of membership interests in AEH representing approximately 13.2% ownership of AEH, and

certain holders of an aggregate of 308,073 units of membership interests in GKDB (the “2024 Former GKDB Holders”) representing

approximately 51.0% ownership in GKDB.

In accordance with these agreements, we and AEH agreed to convert 561,585 shares of AEH’s

Class A Common Stock into 561,585 shares of Class B Common Stock and transfer such shares to GKDB, in exchange for GKDB’s agreement

to cancel and surrender 308,073 of GKDB’s 603,953 units of membership interests in AEH, representing the 2024 Former GKDB Holders’

approximately 51.0% share of GKDB’s total ownership interest in AEH.

GKDB in turn agreed to the cancellation of 308,073 of its

AEH units and transfer of the 561,585 shares of Class B Common Stock to the 2024 Former GKDB Holders in proportion to their former ownership

interests in GKDB, in exchange for the 2024 Former GKDB Holders’ agreement to cancel and surrender all of their units of membership

interests in GKDB.

The 561,585 shares of Class B Common Stock transferred to the 2024 Former GKDB Holders were derived from the 2024

Former GKDB Holders’ approximately 6.7% nominal indirect interest in AEH’s 8,385,276 shares of Class A Common Stock, which

in turn was derived from the 2024 Former GKDB Holders’ approximately 51.0% ownership of GKDB and, in turn, their nominal indirect

interest in 308,073 of GKDB’s 603,953 units, or approximately 13.2% ownership of AEH.

The 2024 Former GKDB Holders’ nominal

indirect interest in AEH’s 8,385,276 shares of Class A Common Stock was therefore automatically converted into ownership of 561,585

shares of Class B Common Stock upon the conversion and transfer of this number of Class A Common Stock that were held by AEH to the 2024

Former GKDB Holders.

Additionally, on February 22, 2024, we entered into a Cancellation and Exchange Agreement with AEH and a holder

of 160,000 units of membership interests in AEH (the “2024 Former AEH Holder”), representing approximately 3.4% ownership

In accordance with this agreement, we and AEH agreed to convert 291,662 shares of AEH’s Class A Common Stock into 291,662

shares of Class B Common Stock and transfer such shares to the 2024 Former AEH Holder in exchange for the 2024 Former AEH Holder’s

agreement to cancel and surrender the 2024 Former AEH Holder’s 160,000 units of membership interests in AEH.

The 2024 Former AEH

Holder’s nominal direct interest in AEH’s 8,385,276 shares of Class A Common Stock was therefore automatically converted

into ownership of 291,662 shares of Class B Common Stock upon the conversion and transfer of this number of Class A Common Stock that

were held by AEH to the 2024 Former AEH Holder.

These share transfers were recorded with the transfer agent as of February 26, 2024.

As a result of these transactions, AEH held 7,532,029 shares of Class A Common Stock, the 2024 Former GKDB Holders held a total of 561,585

shares of Class B Common Stock, and the 2024 Former AEH Holder held 291,662 shares of Class B Common Stock.

Placements of Class B Common Stock

5 unchanged sentences

of trading of our Class B Common Stock, subject to certain exceptions.

However, these lockup provisions have been fully waived.

Company’s common stock had not been listed on a national securities exchange on or before the first anniversary of the final closing

of the private placement, then all of the private placement investors would have been entitled to receive one additional share for each

share originally purchased.

Boustead Securities, LLC (“Boustead”), which was also the representative of the underwriters

in the IPO (see “— Initial Public Offering ” below), acted as placement agent in each private placement.

However, these lockup provisions were fully waived.

If the Company’s

common stock had not been listed on a national securities exchange on or before the first anniversary of the final closing of the private

placement, then all of the private placement investors would have been entitled to receive one additional share for each share originally

Boustead Securities, LLC (“Boustead”), which was also the representative of the underwriters in our initial public

offering (see “— Initial Public Offering ” below), acted as placement agent in each private placement.

to our engagement letter agreement with Boustead, dated November 29, 2021 (the “Boustead Engagement Letter”), in addition

16 unchanged sentences

dated June 9, 2022, October 7, 2022 and October 21, 2022, and of the Form of Private Placement Subscription Agreement, is attached hereto

as Exhibit 4.2, Exhibit 4.3, Exhibit 4.4, and Exhibit 10.23 to this Annual Report on Form 10-K (“Annual Report”), respectively,

and the description above is qualified in its entirety by reference to each such exhibit.

See “ —Initial Public Offering ”

below for a description of related terms of the Boustead Engagement Letter.

Public Offering

as Exhibit 4.2, Exhibit 4.3, Exhibit 4.4, and Exhibit 10.23 to this Annual Report, respectively, and the description above is qualified

in its entirety by reference to each such exhibit.

See “ —Initial Public Offering ” below for a description of

related terms of the Boustead Engagement Letter.

Public Offering and Underwriting Agreement

February 2, 2023, we entered into an underwriting agreement (the “Underwriting Agreement”) with Boustead, as representative

of the underwriters named on Schedule 1 thereto, relating to the IPO, in which we offered to the public 1,500,000 shares (the “IPO

Shares”) of the Company’s Class B Common Stock, $0.0001 par value per share (“Class B Common Stock”).

to the Underwriting Agreement, in exchange for Boustead’s firm commitment to purchase the IPO Shares, the Company agreed to sell

the IPO Shares to Boustead at a purchase price (the “IPO Price”) of $4.65 (93% of the public offering price per share of

$5.00, after deducting underwriting discounts and commissions and before deducting a 0.75% non-accountable expense allowance).

also granted Boustead a 45-day over-allotment option to purchase up to an additional 225,000 shares of Class B Common Stock at the IPO

Price, less the non-accountable expense allowance, from the Company, representing 15% of the IPO Shares.

Pursuant to the Underwriting

Agreement, on February 7, 2023, the Company issued Boustead one or more warrants to purchase a number of shares of Class B Common Stock

which is equal to 7% of the aggregate number of shares of Class B Common Stock sold in the IPO (the “Representative’s Warrant”).

The Representative’s Warrant will have an exercise price of $6.25 per share, which is equal to 125% of the public offering price,

subject to adjustment, a cashless exercise provision, and may be exercised at any time for five years following the date of issuance.

closing of the IPO took place on February 7, 2023.

At the closing, the Company sold the IPO Shares for total gross proceeds of $7,500,000.

After deducting underwriting discounts and commissions, the non-accountable expense allowance, and other expenses from the IPO, the Company

received net proceeds of approximately $6.6 million.

The Company also issued the Representative’s Warrant to Boustead for the purchase

of 105,000 shares of Class B Common Stock.

of the underwriters named on Schedule 1 thereto, relating to our initial public offering, in which we offered to the public 1,500,000

shares (the “IPO Shares”) of Class B Common Stock.

Pursuant to the Underwriting Agreement, in exchange for Boustead’s

firm commitment to purchase the IPO Shares, the Company agreed to sell the IPO Shares to Boustead at a purchase price (the “IPO

Price”) of $4.65 (93% of the public offering price per share of $5.00, after deducting underwriting discounts and commissions and

before deducting a 0.75% non-accountable expense allowance).

Pursuant to the Underwriting Agreement, on February 7, 2023, the Company

also agreed to issue Boustead a warrant to purchase the number of shares of Class B Common Stock equal to 7% of the aggregate number

of shares of Class B Common Stock sold in the initial public offering (the “Representative’s Warrant”).

February 3, 2023, the IPO Shares and 1,500,000 outstanding shares of Class B Common Stock that were registered for resale as described

below were listed and commenced trading on the Nasdaq Capital Market tier of Nasdaq.

closing of the initial public offering took place on February 7, 2023.

At the closing, the Company sold the IPO Shares for total gross

proceeds of $7,500,000.

After deducting the underwriting discounts and commissions, non-accountable expense allowance, and other expenses

from the initial public offering, the Company received net proceeds of approximately $6.6 million.

The Company also issued the Representative’s

Warrant to Boustead for the purchase of 105,000 shares of Class B Common Stock at an exercise price of $6.25 per share, subject to adjustment.

The Representative’s Warrant may be exercised by payment of cash or by a cashless exercise provision, and may be exercised at any

time for five years following the date of issuance.

IPO Shares were offered and sold, and the Representative’s Warrant was issued, pursuant to the Company’s Registration Statement

on Form S-1 (File No.

333-267258), as amended (the “Registration Statement”), initially filed with the Securities and Exchange

Commission (the “SEC”) on September 2, 2022, and declared effective by the SEC on February 2, 2023, and the final prospectus,

dated February 2, 2023, filed with the SEC on February 6, 2023 pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended (the

“Securities Act”).

The Company intends to use the net proceeds from the IPO for investment in corporate infrastructure, marketing

and promotion of Discord communities, social campaigns, and the Company’s “AE.360.DDM” Discord design, development

and management service, expansion of “SiN”, the Company’s social influencer network, increasing staff and company personnel,

and general working capital, operating, and other corporate expenses.

the Boustead Engagement Letter, during the 12-month period following the termination or expiration of the Boustead Engagement letter,

which will occur no earlier than February 7, 2024 (see below), we must also compensate Boustead for any transaction with a party, including

any investor in a private placement in which Boustead served as placement agent or in the IPO, or any party who became aware of the Company

or who became known to the Company prior to the termination or expiration of the Boustead Engagement Letter.

Such party will include,

but not be limited to, Company officers, directors, employees, consultants, advisors, shareholders, members, and partners.

Engagement Letter will expire upon the later to occur of February 7, 2024 (12 months from the completion date of the IPO) or mutual written

agreement of the Company and Boustead.

also agreed to provide Boustead a right of first refusal (“Right of First Refusal”) for two years following the expiration

of the Boustead Engagement Letter to act as financial advisor, lead managing underwriter, book runner, placement agent, or to act as

joint advisor, managing underwriter, book runner, or placement agent on at least equal economic terms, on any public or private financing

(debt or equity), merger, business combination, recapitalization or sale of some or all of the equity or assets of the Company.

In the event that we engage Boustead to provide such services, Boustead will be compensated consistent with the Boustead Engagement Letter,

as described below, unless we mutually agree otherwise.

the Boustead Engagement Letter, in connection with a transaction as to which Boustead duly exercises the Right of First Refusal or is

entitled to the Tail Rights, Boustead shall receive compensation as follows:

than normal course of business activities, as to any sale, merger, acquisition, joint venture,

strategic alliance, license, research and development, or other similar agreements, Boustead

will accrue compensation under a percentage fee of the Aggregate Consideration (as defined

in the Boustead Engagement Letter) calculated as follows:

for Aggregate Consideration of less than USD$10,000,000;

for Aggregate Consideration between $10,000,000 - $25,000,000;

for Aggregate Consideration between $25,000,001 - $50,000,000;

for Aggregate Consideration between $50,000,001 - $75,000,000;

for Aggregate Consideration between $75,000,001 - $100,000,000;

for Aggregate Consideration above $100,000,000;

any investment transaction including any common stock, preferred stock, ordinary shares,

convertible stock, LLC or LP memberships, debt, convertible debentures, convertible debt,

debt with warrants, stock warrants, stock options (excluding issuances to Company employees),

stock purchase rights, or any other securities convertible into common stock, any form of

debt instrument involving any form of equity participation, and including the conversion

or exercise of any securities sold in any transaction, Boustead shall receive upon each investment

transaction closing a success fee, payable in (i) cash, equal to 7% of the gross amount to

be disbursed to the Company from each such investment transaction closing, plus (ii) a non-accountable

expense allowance equal to 1% of the gross amount to be disbursed to the Company from each

such investment transaction closing, plus (iii) warrants equal to 7% of the gross amount

to be disbursed to the Company from each such investment transaction closing, including shares

issuable upon conversion or exercise of the securities sold in any transaction, and in the

event that warrants or other rights are issued in the investment transaction, 7% of the shares

issuable upon exercise of the warrants or other rights, and in the event of a debt or convertible

debt financing, warrants to purchase an amount of Company stock equal to the 7% of the gross

amount or facility received by the Company in a debt financing divided by the warrant exercise

The warrant exercise price will be the lower of:

1.) the fair market value price per

share of the Company’s common stock as of each such financing closing date;

price per share paid by investors in each respective financing;

3.) in the event that convertible

securities are sold in the financing, the conversion price of such securities;

the event that warrants or other rights are issued in the financing, the exercise price of

such warrants or other rights;

such warrants will be transferable in accordance with FINRA rules and SEC regulations, exercisable

from the date of issuance and for a term of five years, contain cashless exercise provisions,

be non-callable and non-cancelable with immediate piggy-back registration rights, have customary

anti-dilution provisions and any future stock issuances, etc., at a price(s) below the exercise

price per share, at terms no less favorable than the terms of any warrants issued to participants

in the related transaction, and provide for automatic exercise immediately prior to expiration;

out-of-pocket expenses in connection with the performance of its services, regardless of

whether a transaction occurs.

to the Underwriting Agreement, as of February 3, 2023, we are subject to a lock-up agreement that prevents, subject to certain exceptions,

selling or transferring any of our shares of capital stock of the Company for up to 12 months.

In addition, our officers, directors and

beneficial owners of approximately 78.0% of our common stock agreed to be locked up for a period of 12 months.

333-267258) (as amended, the “IPO Registration Statement”), initially filed with the Securities and

Exchange Commission (the “SEC”) on September 2, 2022, and declared effective by the SEC on February 2, 2023, and the final

prospectus (the “IPO Public Offering Prospectus”), dated February 2, 2023, filed with the SEC on February 6, 2023 pursuant

to Rule 424(b)(4) of the Securities Act of 1933, as amended (the “Securities Act”).

In addition, a total of 1,500,000 shares

of Class B Common Stock were registered for resale by the selling stockholders named in the IPO Registration Statement, and a final prospectus

relating to these shares, dated February 2, 2023 (the “IPO Resale Prospectus”), was filed with the SEC on February 6, 2023

pursuant to Rule 424(b)(3) of the Securities Act.

As stated in the IPO Resale Prospectus, any resales of these shares occurred at a fixed

price of $5.00 per share until the Class B Common Stock was listed on Nasdaq.

Thereafter, these sales will occur at fixed prices, at

market prices prevailing at the time of sale, at prices related to prevailing market prices, or at negotiated prices.

The Company will

not receive any proceeds from the resale of Class B Common Stock by the selling stockholders.

IPO Registration Statement also registered for sale shares of Class B Common Stock with a maximum aggregate offering price of $1,125,000

for an additional 225,000 shares of Class B Common Stock at the assumed public offering price of $5.00 per share upon full exercise of

the underwriters’ over-allotment option;

and up to an additional 15,750 shares of Class B Common Stock underlying the Representative’s

Warrant with a maximum aggregate offering price of $98,437.50 at the assumed exercise price of $6.25 per share assuming full exercise

of the over-allotment option.

The underwriters’ over-allotment option expired unexercised, and as of the date of this Annual Report,

the Representative’s Warrant has not been exercised.

April 4, 2023, Post-Effective Amendment No.

1 to the IPO Registration Statement (the “IPO Post-Effective Amendment”) was

filed with the SEC and became effective on April 14, 2023.

The IPO Post-Effective Amendment was required to be filed to update the IPO

Registration Statement’s prospectuses to include, among other things, the information contained in our Annual Report on Form 10-K

for the fiscal year ended December 31, 2022, which was filed with the SEC on June 30, 2023, and information in certain subsequent reports

and filings under the Exchange Act.

The IPO Post-Effective Amendment maintained the effectiveness of the IPO Registration Statement with

respect to the sale of shares of common stock issuable upon exercise of the Representative’s Warrant and the resale of the

shares of common stock held by the selling stockholders.

Updates to the IPO Public Offering Prospectus and the IPO Resale Prospectus

were included with the IPO Post-Effective Amendment.

to the Underwriting Agreement, as of February 3, 2023, we were subject to a lock-up agreement that prevented us, subject to certain exceptions,

from selling or transferring any of our shares of capital stock of the Company for up to 12 months.

In addition, our officers, directors

and beneficial owners of approximately 78.0% of our common stock agreed to be locked up for a period of 12 months.

Holders of approximately

7.2% of our outstanding common stock agreed to be locked up for a period of nine months, and a holder of approximately 2.3% of our outstanding

Class B Common Stock prior to this offering has agreed to be locked up for a period of six months with respect to approximately 0.9%

Class B Common Stock prior to the initial public offering agreed to be locked up for a period of six months with respect to approximately

0.9% of the outstanding common stock held by such holder, subject to certain exceptions.

The remaining shares are not subject to lock-up provisions

or such lock-up provisions have been waived.

Underwriting Agreement and Boustead Engagement Letter contain other customary representations, warranties and covenants by the Company,

customary conditions to closing, indemnification obligations of the Company and Boustead, including for liabilities under the Securities

Act, other obligations of the parties, and termination provisions.

The representations, warranties and covenants contained in the Underwriting

Agreement and Boustead Engagement Letter were made only for purposes of such agreement and as of specific dates, were solely for the

benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.

addition, the Registration Statement registered for resale a total of 1,500,000 shares of Class B Common Stock by the selling

stockholders named in the Registration Statement.

Any sales of these shares occurred at a fixed price of $5.00 per share until the

Class B Common Stock was listed on The Nasdaq Stock Market LLC (“Nasdaq”) on February 3, 2023.

Thereafter, these sales

will occur at fixed prices, at market prices prevailing at the time of sale, at prices related to prevailing market prices, or at

negotiated prices.

The Company will not receive any proceeds from the sale of Class B Common Stock by the selling stockholders.

Company has no knowledge of whether any of the shares of Class B Common Stock that may be sold by the selling stockholders have been

total, the Registration Statement registered for sale shares of Class B Common Stock with a maximum aggregate offering price of $8,625,000,

representing the right to sell up to 1,725,000 shares of Class B Common Stock at the IPO Price upon full exercise of the over-allotment

the Representative’s Warrant;

shares of Class B Common Stock underlying the Representative’s Warrant with a maximum

aggregate offering price of $754,687.50, representing rights to purchase up to 120,750 shares of Class B Common Stock at the exercise

price of $6.25 per share, upon full exercise of the over-allotment option;

and 1,500,000 shares of Class B Common Stock on

behalf of certain selling stockholders.

As of the date of this report, the IPO Shares were sold for aggregate gross proceeds of

$7,500,000 and the Representative’s Warrant was issued with the right to purchase up to 105,000 shares of Class B Common Stock

at $6.25 per share for gross proceeds of up to $656,250.

As of the date of this report, the underwriter’s over-allotment option

has not been exercised and the securities issuable upon exercise of the Representative’s Warrant have not been sold.

Company’s officers, directors, and certain stockholders who, prior to the IPO, held shares of Class B Common Stock or the Class

A Common Stock, have agreed, subject to certain exceptions, not to offer, issue, sell, contract to sell, encumber, grant any option for

the sale of or otherwise dispose of any shares of Class A Common Stock or Class B Common Stock or other securities convertible into or

exercisable or exchangeable for shares of Class A Common Stock or Class B Common Stock for a period of 6 months, 9 months or 12 months,

as applicable, without the prior written consent of Boustead.

The remaining shares were not subject to lock-up

provisions or such lock-up provisions were waived.

This lock-up period expired on February 2, 2024.

to the Underwriting Agreement, the Company’s officers, directors, and certain stockholders who, prior to the initial public offering,

held shares of Class B Common Stock or the Class A Common Stock, agreed, subject to certain exceptions, not to offer, issue, sell, contract

to sell, encumber, grant any option for the sale of or otherwise dispose of any shares of Class A Common Stock or Class B Common Stock

or other securities convertible into or exercisable or exchangeable for shares of Class A Common Stock or Class B Common Stock for a

period of 6 months, 9 months or 12 months, as applicable, without the prior written consent of Boustead.

Underwriting Agreement contains other customary representations, warranties and covenants by the Company, customary conditions to closing,

indemnification obligations of the Company and Boustead, including for liabilities under the Securities Act, other obligations of the

parties, and termination provisions.

The representations, warranties and covenants contained in the Underwriting Agreement were made

only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be

subject to limitations agreed upon by the contracting parties.

copy of each of the Underwriting Agreement and the Representative’s Warrant is filed as Exhibit 10.24 and Exhibit 4.5 to this Annual

Report, respectively, and the description above is qualified in its entirety by reference to each such exhibit.

stated in the IPO Public Offering Prospectus, the Company intended to use the net proceeds from the initial public offering for investment

in corporate infrastructure, marketing and promotion of Discord communities, social campaigns, and the Company’s “AE.360.DDM”

Discord design, development and management service, expansion of “SiN”, the Company’s social influencer network, increasing

staff and company personnel, and general working capital, operating, and other corporate expenses.

Purchase Agreement

November 10, 2023, the Company entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Ternary FL,

Ternary DE, OptionsSwing (each of Ternary FL, Ternary DE and OptionsSwing, a “Seller,” and collectively, the “Sellers”),

and Jason Lee, the principal shareholder of each Seller.

Under the Asset Purchase Agreement, the Company agreed to purchase all of the

Sellers’ right, title, and interest in and to substantially all of the assets and properties owned by the Sellers and used in connection

with their business of Discord development, social media, online community management, marketing, and business-to-business software-as-a-service

that offers sales, service, marketing, and analytics for the payment of $100,000 in cash (the “Cash Consideration”), the

issuance of 300,000 shares of Class B Common Stock (the “Stock Consideration”), and other good and valuable consideration

as described herein.

to the Asset Purchase Agreement, on November 10, 2023, the Company paid the Sellers the Cash Consideration, issued 177,000 shares of

the Stock Consideration to Mr.

Lee, and 123,000 shares of the Stock Consideration in the aggregate to three other designated individuals,

and the Sellers and Mr.

Lee delivered title to all of the assets of the Sellers.

The Stock Consideration is subject to vesting conditions

for the two-year period following the grant date, subject to immediate vesting upon a change of control of the Company or certain other

to the Asset Purchase Agreement, the Company agreed to assume certain liabilities including accrued liabilities (other than taxes), customer

deposits and accounts payable, the obligations, duties and liabilities with respect to the contracts used in conducting or relating to

the business of the Sellers and other specified assets, in each case only to the extent arising from and after November 10, 2023.

assumed liabilities also exclude any obligations arising from the Sellers’ breach or default before November 10, 2023.

required under the Asset Purchase Agreement, on November 10, 2023, the Company entered into employment agreements with Mr.

Lee and certain

employees of the Sellers and an independent contractor agreement with one individual.

Under the employment agreement with Mr.

“CTO Employment Agreement”), Mr.

Lee will be the Chief Technology Officer of the Company commencing November 15, 2023, for

a two-year term unless terminated earlier by Mr.

Lee or by the Company for cause or by mutual agreement.

Lee will be paid a salary

of $100,000 per year and be eligible for standard employee benefits.

In connection with the CTO Employment Agreement, Mr.

into an Employee Confidential Information and Inventions Assignment Agreement, which prohibits unauthorized use or disclosure of the

Company’s proprietary information, contains a general assignment of rights to inventions and intellectual property rights, and

contains non-competition provisions that apply during the term of employment, employee/contractor non-solicitation provisions that apply

during the term of employment and for one year after the term of employment, and non-disparagement provisions that apply during and after

the term of employment.

The Asset Purchase Agreement provides that during the time of employment of Mr.

Lee and two years after, Mr.

Lee and the Sellers will be subject to non-competition and non-solicitation provisions.

The Company will also provide standard indemnification

and directors’ and officers’ insurance.

Asset Purchase Agreement also contains mutual indemnification provisions with respect to breaches of representations and warranties as

well as to certain third-party claims, and indemnification by the Company of the Sellers and Mr.

Lee with respect to certain damages

with respect to the assumed liabilities and certain other liabilities asserted by a third party arising after November 10, 2023.

case of indemnification provided with respect to breaches of certain non-fundamental representations and warranties, the indemnifying

party will only become liable for indemnified losses to the extent that the amount exceeds an aggregate threshold of $25,000.

this threshold limitation does not apply to claims by the Company for breaches by the Seller or Mr.

Lee of certain fundamental representations

and warranties.

In addition, the Company’s aggregate remedy with respect to any and all indemnifiable losses may in no event exceed

the purchase price, consisting of the Cash Consideration and the Stock Consideration.

Organizational

following diagram depicts our organizational structure as of the date of this report.

This diagram includes our controlling stockholder

of Class A Common Stock, stockholders of Class B Common Stock subject to restrictions on transfer, as a group, and our public stockholders

of Class B Common Stock, as a group.

The Class A Common Stock and Class B Common Stock holdings of these stockholders is also depicted.

of the date of this report, we have no subsidiaries.

The following diagram depicts our organizational structure as of March

This diagram includes our controlling stockholder of Class A Common Stock, stockholders of Class B Common Stock subject to restrictions

on transfer, as a group, and our public stockholders of Class B Common Stock, as a group.

The Class A Common Stock and Class B Common

Stock holdings of these stockholders is also depicted.

date of this Annual Report, we have no subsidiaries.

principal executive offices are located at 100 Crescent Ct, 7th Floor, Dallas, TX 75201 and our telephone number is (214) 459-3117.

1 unchanged sentence

Information available on our website is not incorporated by reference in and is

not deemed a part of this report.

not deemed a part of this Annual Report.

Our fiscal year ends December 31.

Neither we nor any of our predecessors have been in bankruptcy,

receivership or any similar proceeding.

Neither we nor any of our predecessors have been in

bankruptcy, receivership or any similar proceeding.

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 1. Business