What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-03-11 compared with 2024-03-25 · 342 added, 425 removed, 473 unchanged (62% of the section changed)

4 unchanged sentences

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

Statements of Stockholders’ Equity (Deficit) for the Years Ended December 31, 2023 and 2022

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

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

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(the Company) as of December 31, 2024 and 2023, and the related statements

of operations, stockholders’ equity (deficit), and cash flows for each of the years in the two-year period ended December 31, 2023

and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements

referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and

the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2023, in conformity

with accounting principles generally accepted in the United States of America.

of operations, stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2024 and the

related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements referred to

above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results

of its operations and its cash flows for each of the years in the two-year period ended December 31, 2024, in conformity with accounting

principles generally accepted in the United States of America.

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

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a reasonable basis for our opinion.

Audit Matters

critical audit matter communicated below is a matter arising from the current period audits of the financial statements that were communicated,

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have served as the Company’s auditor since 2023

Woodlands, TX

Current assets:

Cash and cash equivalents

Accounts receivable, net

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Total current assets

Deferred offering costs

Property and equipment, net

Right-of-use asset

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable

Accounts payable, related parties

Accounts payable

Accrued expenses

Deferred revenue

Current portion of operating lease liability, related party

Notes payable

Revolving line of credit

Total current liabilities

Operating lease liability, related party

Non-current portion of operating lease liability, related party

Total liabilities

Commitments and contingencies

Stockholders’ equity (deficit):

Stockholders’ equity:

Preferred stock, $ 0.001 par value, 10,000,000 shares authorized, no shares designated, issued and outstanding

Class A common stock, $ 0.001 par value, 100,000,000 shares authorized, 5,588,298 and 3,568,758 shares issued and outstanding at December 31, 2023 and 2022, respectively

Class A common stock, $ 0.001 par value, 100,000,000 shares authorized, 8,979,204 and 5,588,298 shares issued and outstanding at December 31, 2024 and December 31, 2023, respectively

Convertible class B common stock, $ 0.001 par value, 5,000,000 shares authorized, 833,334 shares issued and outstanding

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( 5,064,955 )

Total stockholders’ equity (deficit)

Total liabilities and stockholders’ equity (deficit)

accompanying notes are an integral part of these financial statements.

Total stockholders’ equity

Total liabilities and stockholders’ equity

accompanying notes to audited financial statements.

OF OPERATIONS

For the Years Ended

For the Year Ended

Cost of services

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Net loss per common share - basic and diluted

accompanying notes are an integral part of these financial statements.

OF STOCKHOLDERS’ EQUITY (DEFICIT)

Stockholders’

accompanying notes to audited financial statements.

OF CHANGES IN STOCKHOLDERS’ EQUITY

the Years Ended December 31, 2024 and 2023

Preferred Stock

Total Stockholders’

Balance, December 31, 2023

Class A common stock sold for cash

$ ( 5,064,955 )

Class A common stock issued for services

Warrants exercised for cash

Class A common stock issued for cash

Class A common stock options issued for services

Options issued for Director fees

( 3,759,238 )

2 unchanged sentences

$ ( 8,824,193 )

Preferred Stock

Total Stockholders’

Balance, December 31, 2022

$ ( 2,126,612 )

Cancellation of Class A common stock

1 unchanged sentence

Stock-based compensation

Class A common stock sold for cash

Class A common stock options issued for cash

( 2,938,343 )

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$ ( 5,064,955 )

accompanying notes are an integral part of these financial statements.

accompanying notes to audited financial statements .

OF CASH FLOWS

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Adjustments to reconcile net loss to net cash used in operating activities:

Non-cash lease expense

Amortization of debt discounts

Common stock issued for services

Non-cash lease expense

Stock-based compensation

Decrease (increase) in assets:

Changes in operating assets and liabilities:

Accounts receivable

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Right-of-use asset

Increase (decrease) in liabilities:

Accounts payable

Accounts payable, related parties

Deferred revenue

Accrued expenses

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CASH FLOWS FROM FINANCING ACTIVITIES

Payments on deferred offering costs

Repayment of notes payable

Proceeds received on sale of Class A common stock

Proceeds from sale of common stock and exercise of warrants

Proceeds received from line of credit

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( 1,050,551 )

( 2,082,800 )

Advances received from related party

Repayments on advances from related party

Proceeds received from advances, related party

Repayments on advances, related party

( 1,095,000 )

Repayments on notes payable

Proceeds received from convertible notes payable

Net cash provided by financing activities

NET CHANGE IN CASH

CASH AT BEGINNING OF PERIOD

CASH AT END OF PERIOD

NET CHANGE IN CASH AND CASH EQUIVALENTS

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

CASH AND CASH EQUIVALENTS AT END OF PERIOD

SUPPLEMENTAL INFORMATION:

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Initial recognition of right-of-use asset and lease liability

Class A common stock issued for debt and interest conversion

Cancellation of Class A common stock

Non-cash application of invoices to STLogics loan

Prepaid asset financed with notes payable

accompanying notes are an integral part of these financial statements.

Class a common stock issued for debt and interest conversion

Options issued for accrued director fees

Prepaid asset financed with note payable

accompanying notes to audited financial statements.

TO FINANCIAL STATEMENTS

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The Company’s corporate office is located in Carmel, Indiana.

October 3, 2023 (the “Closing Date”), the Company completed its initial public offering (the “IPO”) of an aggregate

of 1,615,000 units (“Units”) at a public offering price of $ 4.125 per Unit, with each Unit consisting of (a) one share of

the Company’s Class A common stock and (b) one warrant (each, a “Warrant” and collectively, the “Warrants”)

to purchase one share of Class A common stock at an exercise price equal to $ 6.50 per share, exercisable until the fifth anniversary

of the issuance date, pursuant to that certain underwriting agreement dated as of September 28, 2023 (the “Underwriting Agreement”)

by and between the Company and Kingswood, a division of Kingswood Capital Partners, LLC, as representative of the several underwriters

named in the Underwriting Agreement (the “Representative”).

The Company received gross proceeds of approximately $ 6,661,876

from the sale of the Units before deducting underwriting discounts, commissions and offering expenses of $ 1,928,133 In addition, pursuant

to the Underwriting Agreement, the Company granted the Representative a 45-day option to purchase up to 242,250 Units at the initial

public offering price, less the underwriting discount, to cover over-allotments, if any (the “Over-Allotment Option”).

the Closing Date, the Company issued an additional 242,500 Warrants to the underwriters pursuant to the partial exercise by the underwriters

of the Over-Allotment Option, generating gross proceeds of $ 2,422 .

of Presentation

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of America (“GAAP”).

preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that may affect the

reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements

preparation of financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that may affect

the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements

and the reported amounts of revenues and expenses during the reporting period.

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by the Federal Deposit Insurance Corporation (“FDIC”) up to $ 250,000 under current regulations.

The Company did not have

any cash in excess of FDIC insured limits at December 31, 2023, and 2022, and has not experienced any losses in such accounts.

The Company had $ 1,032,827

cash in excess of FDIC insured limits at December 31, 2024.

The Company has not experienced any losses in such accounts.

Value of Financial Instruments

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3 inputs to valuation methodology are unobservable and significant to the fair measurement.

carrying value of the Company’s financial assets and liabilities, such as cash, accounts receivable, accounts payable and accrued

expenses are estimated by management to approximate fair value primarily due to the short-term nature of the instruments.

The Company’s

advances from related party approximates the fair value of such instruments based upon management’s best estimate of interest rates

that would be available to the Company for similar financial arrangements at December 31, 2023, and 2022.

carrying value of the Company’s financial assets and liabilities, such as cash, accounts receivable and accounts payable are estimated

by management to approximate fair value primarily due to the short-term nature of the instruments.

The Company’s advances from

related party approximates the fair value of such instruments based upon management’s best estimate of interest rates that would

be available to the Company for similar financial arrangements at December 31, 2024 and December 31, 2023.

and Cash Equivalents

equivalents include money market accounts which have maturities of three months or less.

For the purpose of the statements of cash flows,

all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents.

Cash equivalents

are stated at cost plus accrued interest, which approximates market value.

There were no cash equivalents on hand at December 31, 2023,

receivable are carried at their estimated collectible amounts.

Accounts receivable are periodically evaluated for collectability based

equivalents include money market accounts which have maturities of three months or less when acquired.

For the purpose of the statements

of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents.

Cash equivalents are stated at cost plus accrued interest, which approximates market value.

There were $ 1,749,977 cash equivalents on

hand at December 31, 2024, consistent of certificates of deposit with maturities of three months or less.

There were no cash equivalents

at December 31, 2023.

receivable is carried at their estimated collectible amounts.

Accounts receivable is periodically evaluated for collectability based

on past credit history with customers and their current financial condition.

The Company had an allowance for doubtful accounts of $ 5,520

at December 31, 2023, and $ 4,533 at December 31, 2022.

Offering Costs

offering costs related to the Company’s initial public offering (“IPO”) consisted principally of professional fees,

legal and accounting, and other costs such as printing, and registration costs incurred in connection with the planned IPO of the Company

and the sale of its Class A common stock.

During the year ended December 31, 2022, the Company incurred $ 596,118 of costs, directly attributable

to its proposed IPO, which were offset against the proceeds from the IPO that closed in 2023.

In total, the Company incurred $ 1,928,133

of offering costs related to the IPO.

The Company had an allowance of $ 5,520 at December 31, 2024

and December 31, 2023.

and Equipment

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The Company determines if an arrangement is a lease at inception.

Operating leases are included in operating lease right-of-use (“ROU”) assets, current portion of obligations under operating

leases, and obligations under operating leases, non-current on the Company’s balance sheets.

leases are included in operating lease right-of-use (“ROU”) assets, current portion of obligations under operating leases,

and obligations under operating leases, non-current on the Company’s balance sheets.

lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over

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information is regularly evaluated by the chief operating decision maker in deciding how to allocate resources.

The Company operates

as a single segment and will evaluate additional segment disclosure requirements as it expands its operations.

In November 2023, the

FASB issued ASU No.

2023-07, “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosure.” The ASU updates

reportable segment disclosure requirements, primarily through requiring enhanced disclosures about significant segment expenses and information

used to assess segment performance.

The amendments do not change how segments are determined, aggregated, or how thresholds are applied

to determine reportable segments.

The Company adopted ASU No.

2023-07 during the year ended December 31, 2024.

information is prepared on the same basis that our CEO, who is our Chief Operating Decision Maker (“CODM”), manages our segments,

evaluates financial results, and makes key operating decisions.

We have one reportable operating segment, Healthcare services.

The reportable

segment derives its revenue from a variety of services primarily to state and federal health authorities.

Our CODM uses net income to

evaluate and make key operating decisions.

The Company operates as a single segment and will evaluate additional segment disclosure requirements

as it expands its operations.

Company recognizes revenue in accordance with ASC 606, the core principle of which is that an entity should recognize revenue to depict

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the customer simultaneously receives and consumes the benefits of our medical staffing on an hourly or daily basis.

Population Health and Digital Health contracts generally consist of multiple performance obligations that are distinct, such as to

provide data analytics and reporting, training, or develop technology for implementation and maintenance with the customer.

allocates the transaction price across the performance obligations based on the estimated fair value of the distinct performance obligations.

Depending on the performance obligation, revenue is recognized at a point in time when the customer obtains the benefit of the services

are provide, or over time in the case of digital health revenue where the customer simultaneously receives and consumes benefits of the

contract, such as ongoing performance of our technology product.

Population Health

and Digital Health contracts generally consist of multiple performance obligations that are distinct, such as to provide data analytics

and reporting, training, or develop technology for implementation and maintenance with the customer.

The Company allocates the transaction

price across the performance obligations based on the estimated fair value of the distinct performance obligations.

Depending on the

performance obligation, revenue is recognized at a point in time when the customer obtains the benefit of the services are provide, or

over time in the case of digital health revenue where the customer simultaneously receives and consumes benefits of the contract, such

as ongoing performance of our technology product.

contracts generally stipulate bi-weekly or monthly billing, and the Company has elected the “as invoiced” practical expedient

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standards and non-performance measures within these state contracts.

The Company recognize revenue net of penalties.

The Company recognizes revenue net of penalties.

Disaggregated

Company’s revenue consists of the following revenue services within its industry:

of Disaggregation of Revenue

Schedule of Disaggregation of Revenue

December 31, 2024

December 31, 2023

Net revenues:

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Health education

cost of services includes the wages and the related payroll taxes, employee benefits and certain other employee-related costs of the

Company’s contract service employees, while they work on contract assignments.

cost of services includes wages and related payroll taxes, employee benefits and certain other employee-related costs of the Company’s

contract service employees, while the employees work on contract assignments.

Concentrations

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does not require collateral or advance payments.

For each of the years ended December 31, 2023 and 2022, FSSA accounted for approximately

68 % and 98 % of revenues, respectively, which was derived through a combination of divisions within the State of Indiana, including the

FSSA – NeuroDiagnostic Institute, representing $ 3,734,004 and $ 5,214,128 of the Company’s healthcare workforce revenue, and

the FSSA – Division of Mental Health and Addiction, which commenced on September 3, 2021, representing $ 305,000 and $ 306,000 of

the Company’s Population Health revenues for the years ended December 31, 2023 and 2022, respectively.

the combined divisions of the FSSA represented 30 % and 99 % of accounts receivable at December 31, 2023, and 2022, respectively.

and Development Costs

and development costs are expensed as incurred.

The Company’s research and development costs consist of outside consultant fees

to develop the Company’s technology-based solutions.

For the years ended December 31, 2024 and 2023, FSSA accounted for approximately 61 %

and 68 % of revenues, respectively, which was derived through a combination of divisions within the State of Indiana, including the FSSA-NeuroDiagnostic

Institute, representing $ 4,567,637 and $ 3,734,004 of the Company’s Healthcare Workforce revenue for years ended December 31, 2024

and 2023, respectively, and the FSSA-Division of Mental Health and Addiction, representing $ 312,000 and $ 305,000 of the Company’s

Population Health revenues for each of the years ended December 31, 2024 and 2023, respectively.

In addition, the combined divisions

of the FSSA (NeuroDiagnostic Institute and Division of Mental Health and Addiction), owed 56 % and one other customer represented 11 %,

of the Company’s accounts receivable respectively, at December 31, 2024, and FSSA represented 30 % of outstanding accounts receivable

as of December 31, 2023.

Company accounts for equity instruments issued to employees and non-employees in accordance with the provisions of ASC 718 Stock Compensation

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and Diluted Loss Per Share

Company used the two-class method to compute net loss per common share because it had issued securities, other than a single class of

common stock, that contractually entitled the holders to participate in dividends and earnings.

These participating securities included

the Company’s Class A common stock, which was authorized pursuant to the Company’s amendment to its Certificate of Incorporation

on May 2, 2022, and convertible Class B common stock which are entitled to share equally, on a per share basis, in all assets of the

Company of whatever kind available for distribution to the holders of common stock.

The two-class method requires earnings for the period

to be allocated between common stock and participating securities based upon their respective rights to receive distributed and undistributed

the two-class method, for periods with net income, basic net income per common share is computed by dividing the net income attributable

to common stockholders by the weighted average number of shares of common stock outstanding during the period.

Net income attributable

to common stockholders is computed by subtracting from net income the portion of current period earnings that the participating securities

would have been entitled to receive pursuant to their dividend rights had all of the period’s earnings been distributed.

adjustment to earnings is made during periods with a net loss, as the holders of the participating securities have no obligation to fund

Company reports the more dilutive of the approaches (two-class or “if-converted”) as its diluted net income per share during

For the periods presented, potential dilutive securities had an anti-dilutive effect and were not included in the calculation

of diluted net loss per common share.

earnings per share (“EPS”) are computed by dividing net income (the numerator) by the weighted average number of common shares

outstanding for the period (the denominator).

Weighted average shares for basic EPS are calculated based on weighted average Class A

and Class B shares outstanding.

Diluted EPS is computed by dividing net income by the weighted average number of common shares and potential

common shares outstanding (if dilutive) during each period.

Potential common shares include stock options, warrants, conversion of Class

B shares and restricted stock.

The number of potential common shares outstanding relating to stock options, warrants, conversion of Class

B shares and restricted stock is computed using the treasury stock method.

For the periods presented, potential dilutive securities had

an anti-dilutive effect and were not included in the calculation of diluted net loss per common share.

Company accounts for income taxes under the Financial Accounting Standards Board (“FASB”) ASC 740 Income Taxes (“ASC

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The Company has not yet undergone an examination by any taxing authorities.

The Company recognizes interest and penalties related

to uncertain tax positions, if any, as an income tax expense.

recognizes interest and penalties related to uncertain tax positions, if any, as an income tax expense.

assessment of the Company’s tax position relies on the judgment of management to estimate the exposures associated with the Company’s

various filing positions.

Adopted Accounting Standards

Accounting Standards

time to time, new accounting pronouncements are issued by the FASB that are adopted by the Company as of the specified effective date.

June 2016, the FASB issued ASU No.

2016-13, Financial Instruments – Credit Losses (Topic 326):

Measurement of Credit

Losses on Financial Instruments (“ASU 2016-13”).

ASU 2016-13 changes the impairment model for most financial assets and

certain other instruments.

For trade and other receivables, held-to-maturity debt securities, loans, and other instruments, entities

will be required to use a new forward-looking “expected loss” model that generally will result in the earlier recognition

of allowances for losses.

The guidance also requires increased disclosures.

The amendments contained in ASU 2016-13 were originally effective

for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years for the Company.

2019, the FASB issued ASU No.

2019-10, which delayed the effective date of ASU 2016-13 for smaller reporting companies (as defined in

Rule 12b-2 of the Exchange Act) to fiscal years beginning after December 15, 2022, including interim periods.

Early adoption is permitted.

The Company meets the definition of a smaller reporting company and is adopting the deferral period for ASU 2016-13.

The guidance requires

a modified retrospective transition approach through a cumulative-effect adjustment to retained earnings as of the beginning of the period

The Company adopted ASU 2016-13 effective January 1, 2023.

The Company determined that the update applied to trade receivables,

but that there was no material impact to the financial statements from the adoption of ASU 2016-13.

are no other recently issued accounting pronouncements that the Company has yet to adopt that are expected to have a material effect

on its financial position, results of operations, or cash flows.

November 2023, the Financial Accounting Standard Board (“ FASB ”) issued ASU 2023-07, Improvements to Reportable

Segment Disclosures , which amends the existing segment reporting guidance (ASC Topic 280) to improve reportable segment disclosure

requirements, primarily through enhanced disclosures about significant segment expenses that are regularly provided to the CODM and

included within each reported measure of segment profit or loss, an amount for other segment items by reportable segment and a description

of its composition, the title and position of the CODM and an explanation of how the CODM uses the reported measure(s)

of segment profit or loss in assessing segment performance and deciding how to allocate resources.

The amendments in this update were

effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Company adopted this standard on a retrospective basis within our annual report for the year ended December 31, 2024, with no material

impact to our financial statements.

does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material

effect on the Company’s financial statements.

2 – Going Concern

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raised a total of $ 1,455,000 of capital from the sale of convertible notes.

On October 3, 2023 the Company completed IPO received net

proceeds of approximately $ 5,332,283 .

In October 2023, the convertible notes were converted into Class A common stock in accordance with

the terms of the convertible promissory notes as a result of the IPO.

On October 3, 2023, the Company completed its IPO and received

net proceeds of approximately $ 5,332,283 .

In October 2023, the convertible notes were converted into Class A common stock in accordance

with the terms of the convertible promissory notes as a result of the IPO.

On September 11, 2024, the Company completed a public offering

and received net proceeds of $ 1,619,021 .

financial statements do not include any adjustments that might result from the outcome of any uncertainty as to the Company’s ability

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3 – Related Party Transactions

Company pays for payroll and related costs for its employees that provide services to Sahasra Technologies Corp., doing business as

STLogics to service contracts of STLogics, which is an entity beneficially owned by the principal owners and management team of

During the year ended December 31, 2024, the Company paid $ 101,411

of payroll and related costs for these employees and had a receivable from STLogics of $ 0

and $ 50,614 for additional costs incurred as of December 31, 2024 and December 31, 2023, respectively.

Company leases its current corporate headquarters under a three-year lease from STVentures, LLC (“STVentures”) ,

an entity beneficially owned by the principal owners and the management team of Syra and their affiliates .

The lease commenced on July 1, 2021 and as amended on May 1, 2022, provides for a base monthly rent of $ 10,711 over the three-year term

of the lease.

A total of $ 131,516 and $ 128,527 was included in selling, general and administrative expenses for the year ended December

31, 2024 and 2023, respectively.

The lease was further amended on June 26, 2024, and provides for a base monthly rent of $ 11,209 over

the additional three-year term of the lease.

Technology (“IT”) Services

Company incurred a total of $ 22,233 and $ 3,320 of services from RAD CUBE LLC, which is an entity beneficially owned by the principal

owners and the management team of Syra and their affiliates, for outsourced IT services which have been presented within selling, general

and administrative expenses in the statements of operations during the years ended December 31, 2024 and 2023, respectively.

and Human Resource Services

Company paid a total of $ 516,129 and $ 348,304 for recruitment and human resource services from NLogix, which is an entity beneficially

owned by the principal owners and the management team of Syra and their affiliates, which have been presented within cost of sales in

the statements of operations during the years ended December 31, 2024 and 2023, respectively .

from Related Party

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beneficially owned by the principal owners and management team of Syra, made short term, non-interest bearing advances due upon demand,

of which an aggregate $ 1,295,010 advanced and we repaid an aggregate $ 1,095,000 of such advances.

The Company pays for payroll and related

costs for its employees that provide services to STLogics customers.

During the year ended December 31, 2023, the Company applied $ 200,010

of such costs to reduce the balance of the advance to $ 0 , and has a receivable from STLogics of $ 50,614 for additional costs incurred

as of December 31, 2023.

the year ended December 31, 2021, the Company’s operations were primarily financed by short term advances from Sahasra Technologies

Corp., doing business as STLogics, which is an entity beneficially owned by Priya Prasad, the Company’s Chief Financial Officer

and Chief Operating Officer, and STLHoldings Corp.

which is an entity beneficially owned by the principal owners and management team

On various dates from December 30, 2020, through April 4, 2022, Sahasra Technologies Corp.

made short term, non-interest bearing

advances due upon demand to the Company, of which an aggregate $ 94,000 was loaned during the years ended December 31, 2022.

year ended December 31, 2022, the Company repaid in full the loans totaling $ 288,200 .

Company leases its current corporate headquarters under a three-year lease from STVentures, LLC (“STVentures”), an entity

beneficially owned by the principal owners and the management team of Syra and their affiliates.

The lease commenced on July 1, 2021,

and provided for a base monthly rent of $ 5,332 over the three-year term of the lease, which was subsequently amended to $ 10,711 , on May

A total of $ 128,527 and $ 107,013 of rent expense was included in selling, general and administrative expenses for the years

ended December 31, 2023, and 2022, respectively.

Technology (“IT”) Services

Company incurred a total of $ 3,320 and $ 23,260 of expenses from RAD CUBE LLC, which is an entity beneficially owned by the principal

owners and the management team of the Company and their affiliates, for outsourced IT services which have been presented within selling,

general and administrative expenses in the statement of operations during the years ended December 31, 2023, and 2022, respectively.

An unpaid balance of $ 0 and $ 3,200 was outstanding at December 31, 2023, and 2022, respectively, as presented within accounts payable,

related parties.

The Company no longer receives services from RAD CUBE LLC.

and Human Resource Services

Company paid a total of $ 348,304 and $ 137,494 of recruitment and human resource services to NLogix, which is an entity beneficially owned

by the principal owners and the management team of the Company and their affiliates, which have been presented within cost of sales in

the statement of operations during the years ended December 31, 2023 and 2022, respectively.

Stock Issuances

Company issued 83,334 shares of common stock on November 21, 2020 to its founders for services rendered in connection with the formation

of the entity.

In 2022, the Company’s board of directors approved a recapitalization of the Company’s equity, effected as

of May 3, 2022, pursuant to which such shares were subsequently exchanged for 833,334 shares of convertible Class B common stock.

of which an aggregate of $ 1,295,010 was advanced and we repaid an aggregate $ 1,095,000 of such advances.

The Company pays for payroll

and related costs for its employees that provide services to STLogics customers.

During the year ended December 31, 2023, the Company

applied $ 200,010 of such costs to reduce the balance of the advance to $ 0 .

During the year ended December 31, 2024, the Company paid

$ 101,411 of payroll and related costs for these employees and had a receivable from STLogics of $ 0 and $ 50,614 for additional costs incurred

as of December 31, 2024 and December 31, 2023, respectively.

4 – Basic and Diluted Earnings per Share

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anti-dilutive as of December 31, 2024 and 2023 are as follows:

of Diluted Earnings Per Share

December 31, 2023

December 31, 2022

Schedule of Diluted Earnings Per Share

Stock options

5 – Other Current Assets

current assets at December 31, 2023, and 2022 consisted of the following:

of Other Current Assets

EDGE tax credit

receivable (1)

current assets included the following as of December 31, 2024 and December 31, 2023:

Schedule of Other Current Assets

Federal and state income tax receivable (1)

Prepaid insurance

Prepaid licensing and office fees

Retainers paid on professional services

Prepaid expenses and other current assets

Total other current assets

(1) A refundable corporate

income tax credit from the State of Indiana, called the Economic Development for a Growing Economy (“EDGE”) Tax Credit, which

provides an incentive to businesses to support jobs creation, capital investment and to improve the standard of living for Indiana residents.

$ 50,000 for a federal refundable payroll tax credit, called the Employee Retention Tax Credit (“ERTC”) Tax Credit, which

provides a credit to businesses who kept employees, or were negatively impacted, during the COVID-19 pandemic.

6 – Property and Equipment

and equipment at December 31, 2023, and 2022 consisted of the following:

and equipment at December 31, 2024 and December 31, 2023, consisted of the following:

Schedule of Property and Equipment

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7 – Accrued Expenses

expenses at December 31, 2023, and 2022 consisted of the following:

expenses at December 31, 2024 and December 31, 2023, consisted of the following:

Schedule of Accrued Expenses

1 unchanged sentence

Accrued expenses

Accrued retirement contributions

Accrued franchise taxes

Accrued interest

Total accrued expenses

Company provides postretirement benefits pursuant to Internal Revenue Code of 1986, as amended, Section 401(k) for employees meeting

specified criteria.

The Company matches 100 % of the employees’ contributions that are not in excess of 4 % of the employee’s

contributions.

These matching contributions are fully vested and paid pursuant to the employees’ bi-weekly or semi-monthly pay

The Company does not prefund these benefits and has the right to modify or terminate certain of these benefits in the future.

For the year ended December 31, 2023, the Company incurred $ 88,327 of investment retirement account contribution expenses pursuant to

the Company’s matching contributions, including $ 8,778 , as accrued at December 31, 2023.

For the year ended December 31, 2022,

the Company incurred $ 28,534 of investment retirement account contribution expenses pursuant to the Company’s matching contributions,

including $ 4,874 , as accrued at December 31, 2022.

Company provides postretirement benefits pursuant to IRS code section 401(k) for employees meeting specified criteria.

The Company matches

100 % of the employees’ contributions that are not in excess of 4 % of the employee’s contributions.

These matching contributions

are fully vested and paid pursuant to the employees’ bi-weekly or semi-monthly pay periods.

The Company does not prefund these

benefits and has the right to modify or terminate certain of these benefits in the future.

For the year ended December 31, 2024, the

Company incurred $ 103,760 of IRA contribution expenses pursuant to the Company’s matching contributions, including $ 0 , as accrued

at December 31, 2024.

For the year ended December 31, 2023, the Company incurred $ 88,327 of investment retirement account contribution

expenses pursuant to the Company’s matching contributions, including $ 8,778 , as accrued at December 31, 2023

Company leases its current corporate headquarters under a three-year lease from STVentures, a related party.

The lease, as amended on

May 1, 2022, to expand its office space from 2,976 square feet to approximately 5,978 square feet, commenced on July 1, 2021, and provides

for a base monthly rent of $ 10,711 , as increased from $ 5,332 per month, over the three-year term of the lease.

The lease was further

amended on June 26, 2024 and provides for a base monthly rent of $ 11,209 per month, over a three-year term of the lease commencing on

July 1, 2024.

The Company is occupying the space for executive and administrative offices.

Rent expense for the years ended December

31, 2024 and 2023 was $ 131,516 and $1 28,527 , respectively , which is included in selling,

general and administrative expenses within the statements of operations .

components of lease expense were as follows:

of Lease Expenses

For the Year Ended

Operating lease cost:

Amortization of ROU asset

Interest on lease liability

Total operating lease cost

balance sheet information related to leases was as follows:

Schedule of Supplemental Balance Sheet Information

portion of operating lease liability, related party

operating lease liability, related party

operating lease liability

average remaining lease term:

average discount rate:

following payments are required under leases as of December 31, 2024:

Schedule of Payments Under Leases

Total lease payments

imputed interest

Present value of lease liability

9 – Notes Payable

February 7, 2022, the Company entered into a business loan agreement (as amended, the “loan agreement”) with Citizens State

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the straight-line method, which approximated the effective interest method.

The balance of the line of credit was $ 0 and $ 750,551 at

December 31, 2023, and December 31, 2022, respectively.

The Revolving Line of Credit was closed.

the year ended December 31, 2022, the Company received total advances of $ 2,819,275 , and repaid advances of $ 2,068,724 .

the Company paid an underwriting fee of $ 14,076 , which was amortized over the original life of the line of credit using the straight-line

method, which approximated the effective interest method.

The balance of the line of credit was $ 0 at December 31,

2023, and was closed during the year ended December 31, 2023.

Notes payable

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446,206 shares of Class A common stock in accordance with the terms of the convertible promissory notes.

Notes Payable

2023, the Company entered into three insurance policy financing arrangements to purchase various insurance policies.

The total principal

of these arrangements was $ 370,596 with interest rates ranging from 10.38 % through 14.05 % and monthly payments totaling $ 32,328 are due

through July 2024.

The Company made principal repayments of $ 184,904 and incurred interest expense of $ 6,265 during the year ended December

As of December 31, 2024 and December 31, 2023, the remaining balance was $ 0 and $ 184,904 , respectively.

2024, the Company entered into two insurance policy financing arrangements to purchase various insurance policies.

The total principal

of these arrangements was $ 378,659 with interest rates of 10.350 % and 10.50 % and monthly payments of $ 11,783 and $ 19,171 due through

The Company made principal repayments of $ 225,773 and incurred interest expense of $ 9,436 during the year ended December 31,

As of December 31, 2024, the remaining balance was $ 152,887 .

Company recognized interest expense for the years ended December 31, 2024 and 2023 as follows:

6 unchanged sentences

Total interest expense

Notes Payable

2023, the Company entered into three insurance policy financing arrangements to purchase various insurance policies.

The total principal

of these arrangements is $ 370,596 with interest rates ranging from 10.38 % through 14.05 % and monthly payments totaling $ 32,328 are due

through July 2024.

During the year ended December 31, 2023, the Company repaid $ 185,692 on the insurance notes payable, and the remaining balance as of December 31, 2023 was $ 184,904 .

Company leases its current corporate headquarters under a three -year lease from STVentures, a related party.

The lease, as amended on

May 1, 2022 to expand the office space from 2,976 square feet to 5,978 square feet, commenced on July 1, 2021, and provides for a base

monthly rent of $ 10,711 , as increased from $ 5,332 per month, over the three -year term of the lease.

The Company is occupying the space

for executive and administrative offices.

Rent expense was $ 128,527 and $ 107,013 for the years ended December 31, 2023 and 2022 respectively,

which is included in other general and administrative expenses within the statements of operations.

components of lease expense were as follows:

Schedule of Lease Cost expenses

For the Year Ended

Operating lease cost:

Amortization of ROU asset

Interest on lease liability

Total operating lease cost

balance sheet information related to leases was as follows:

Schedule of Supplemental Balance Sheets Information

Operating lease:

Operating lease assets

Current portion of operating lease liability, related party

Noncurrent operating lease liability, related party

Total operating lease liability

Weighted average remaining lease term:

Operating leases

Weighted average discount rate:

Operating lease

cash flow and other information related to operating leases was as follows:

Schedule of Supplemental Cash Flow and Other Information

For the Year Ended

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows used for operating leases

Leased assets obtained in exchange for lease liabilities:

Total operating lease liabilities

minimum annual lease payments required under the operating lease and the present value of the net minimum lease payments are as follows

at December 31, 2023:

Schedule of Minimum Lease Payments

Minimum Lease

Ended December 31:

Amount representing interest

Present value of net future minimum lease payments

Less current portion

Operating lease liability, related party, long term

10 – Commitments and Contingencies

2 unchanged sentences

is currently not a party to any material legal proceedings.

June 28, 2022, the Company entered into a settlement agreement with a former employee pursuant to a wrongful termination lawsuit filed

District Court, Southern District of Indiana in the amount of $ 28,000 .

The Company accrued the full amount of the settlement

as of December 31, 2021, and the settlement was paid in July of 2022.

In January 2024, a former employee filed a wrongful termination lawsuit against the Company in the U.S.

Court, Southern District of Indiana.

The Company plans to vigorously defend itself against the claims, which it believes are without merit.

11 – Stockholders’ Equity (Deficit)

2022, the Company’s board of directors approved a recapitalization of the Company’s equity, effected as of May 3, 2022, pursuant

to which the 83,334 outstanding shares of common stock were exchanged for 833,334 shares of convertible Class B common stock, as retrospectively

Each share of Class B common stock is entitled to 16.5 votes and is convertible at any time into ten shares of Class A common

March of 2022, the Company raised $ 1,000,000 of capital from the sale of 2,000,000 shares of Class A common stock at a share price of

$ 0.50 in a private placement.

On various dates between June and August of 2022, the Company also raised $ 1,322,500 of capital from the

sale of 1,102,094 shares of Class A Common Stock at a share price of $ 1.20 in a private placement.

to Articles of Incorporation

May 2, 2022, the Company filed an Amended and Restated Certificate of Incorporation that was subsequently amended on October 6, 2022

and May 30, 2023 to authorize the following:

shares of Class A common stock with a par value of $ 0.001 per share;

shares of convertible Class B common stock with a par value of $ 0.001 per share;

shares of “blank check” preferred stock with a par value of $ 0.001 per share.

In the event of the voluntary or involuntary liquidation, dissolution, distribution of assets or winding up of the Company, the

holders of Class A common stock and the holders of convertible Class B common stock shall be entitled to share equally, on a per share

basis, in all assets of the Company of whatever kind available for distribution to the holders of common stock.

The holders of the Class A common stock and the holders of the convertible Class B common stock shall at all times vote together as one

class on all matters, including the election of directors, submitted to a vote or for the consent of the stockholders of the Company.

Each holder of shares of convertible Class B common stock shall be entitled to 16.5 votes for each share of convertible Class B common

stock held as of the applicable date on any matter that is submitted to a vote or for the consent of the stockholders of the Company.

Each holder of shares of Class A common stock shall be entitled to one vote for each share of Class A common stock held as of the applicable

date on any matter that is submitted to a vote or for the consent of the stockholders of the Company.

share of convertible Class B common Stock was also convertible into 16.5 fully paid and nonassessable shares of Class A common stock.

On October 6, 2022, the Company’s Amended and Restated Certificate of Incorporation was amended to change the conversion ratio

from 16.5 shares to 10 shares of Class A common stock.

The voting rights remain unchanged.

voting powers, conversion features, if any, designations, preferences, limitations, restrictions and other rights of each series of preferred

stock shall be prescribed by resolution of the Board of Directors at the time a specific series of preferred stock is designated.

of the preferred shares have been designated or issued to date.

January 2024, a former employee filed a wrongful termination lawsuit against the Company in the U.S.

District Court, Southern District

This case was settled on January 15, 2025 with no material impact to the

11 – Changes in Stockholders’ Equity

A Common Stock

1 unchanged sentence

as of December 31, 2024.

3,568,758 shares were issued and outstanding as of December 31, 2022.

A Common Stock Sales

October 3, 2023 (the “Closing Date”), the Company completed its initial public offering (the “IPO”) of an aggregate

units (“Units”) at a public offering

price of $ 4.125

per Unit, with each Unit consisting of (a)

one share of the Company’s Class A common stock and (b) one warrant (each, a “Warrant” and collectively, the “Warrants”)

to purchase one share of Class A common stock at an exercise price equal to $6.50 per share, exercisable until the fifth anniversary

of the issuance date, pursuant to that certain underwriting agreement dated as of September 28, 2023 (the “Underwriting Agreement”)

by and between the Company and Kingswood, a division of Kingswood Capital Partners, LLC, as representative of the several underwriters

named in the Underwriting Agreement (the “Representative”).

Company received gross proceeds of approximately $ 6,661,876

from the sale of the Units before deducting underwriting

discounts, commissions and offering expenses of $ 1,928,133 .

In addition, pursuant to the Underwriting Agreement, the Company granted the Representative a 45-day option to purchase up to 242,250

Units at the initial public offering price, less

the underwriting discount, to cover over-allotments, if any (the “Over-Allotment Option”).

On the Closing Date, the Company

issued an additional 242,500

Warrants to the underwriters pursuant to the

partial exercise by the underwriters of the Over-Allotment Option, generating gross proceeds of $ 2,422 .

On the Closing Date, the Company granted to the underwriter fully vested warrants to purchase 145,350

shares of the Company’s common stock, having an exercise price of $ 5.156

per share, exercisable over a 5 -year

term, to the Representative.

The fair value of the warrants was estimated at $ 352,677

using a Black-Scholes option pricing model and the following assumptions:

the year ended December 31, 2024, two investors exercised 130,789 warrants to purchase Class A Common stock pursuant to which the Company

received cash proceeds of $ 850,129 .

September 11, 2024, the Company completed a public offering of an aggregate of (i) 3,203,125 shares of Class A common stock of the Company,

par value $ 0.001 per share (the “Common Stock”), (ii) eighteen-month warrants (the “Series A Warrants”) to purchase

up to an aggregate of 3,203,125 shares of Common Stock at an exercise price of $ 0.64 per share, and (iii) five-year warrants (the “Series

B Warrants” and, together with the Series A Warrants, the “Warrants”) to purchase up to an aggregate of 3,203,125 shares

of Common Stock at an exercise price of $ 0.64 per share, at an offering price of $ 0.64 per share of Common Stock and related Warrants,

for aggregate gross proceeds of $ 2,050,000.00 .

The Company issued to Rodman or its designees warrants to purchase up to an aggregate

of 160,156 shares of Common Stock, at an exercise price of $ 0.80 per share and an expiration date of September 11, 2029 .

received net cash proceeds of $ 1,619,021 after offering expenses.

The Series A Warrants expire 18 months from the date of the offering,

and the Series B Warrants expire on September 11, 2029 .

estimated fair value of the warrants issued in connection with the public offering was estimated using a Black-Scholes option pricing

model and the following assumptions:

1) dividend yield of 0 %;

2) risk-free rate of 4.80 %;

3) volatility of 122 %;

a common stock price of $ 3.03 ,

and 5) an expected term of 5

The fair value of the options was recognized as a cost of capital related to the IPO.

May 10, 2023, a stockholder voluntarily surrendered 41,667 shares of Class A common stock, which were subsequently cancelled.

June and August 2022, the Company raised a total of $ 1,322,500 of capital from the sale of an aggregate of 1,102,094 shares of Class

A common stock to a total of 23 accredited investors at a share price of $ 1.20 in a private placement.

March 2022, the Company raised an aggregate of $ 1,000,000 of capital from the sale of 2,000,000 shares of Class A common stock to a total

of 22 accredited investors at a share price of $ 0.50 in a private placement.

following is a summary of activity of outstanding stock warrants:

2) risk-free rate of 3.45 % to 3.62 %;

3) volatility of 127 % to 138 %;

a common stock price of $ 0.80 , and 5) a contractual term of 1.5 to 5 years.

The fair value of the Class A Warrants was $ 1,677,768 , the

estimated fair value of the Class B Warrants was $ 2,235,055 and the estimated fair value of the underwriter warrants was $ 109,728 .

fair value of the warrants was recognized as a cost of capital related to the public offering.

the year ended December 31, 2024, the Company issued 50,000 shares pursuant to a restricted stock award from November 2023.

vest quarterly over a one-year period.

The Company recognized expense of $ 67,378 and $ 8,122 for these awards during the years ended December

31, 2024 and 2023, respectively.

the year ended December 31, 2024, the Company issued 6,992 shares for services to a consultant with a fair value of $ 4,000 , recognized

as stock-based compensation.

August 13, 2024, the Company received written notification (the “Notice”) from the Listing Qualifications Department of

the Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company’s stockholder’s equity was below the

minimum requirement of $ 2,500,000 0 for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(1) (the

“Minimum Shareholder Equity Requirement”).

On November 1, 2024, the Company was notified by Nasdaq that it had regained compliance with the Minimum Shareholder

Equity Requirement.

October 18, 2024, the Company received a Notice from Nasdaq indicating that the bid price for its Class A common stock, for the last

30 consecutive business days for the last thirty consecutive business days, had closed below the minimum $ 1.00 per share and, as a result,

the Company was not in compliance with the $ 1.00 minimum bid price requirement (the “Minimum Bid Price Requirement”) for

the continued listing on the Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2).

the Company fails to comply with Nasdaq’s continued listing standards, the Company may be delisted and its Class A common stock

will trade, if at all, only on the over-the-counter market, such as the OTC Bulletin Board or OTCQX market, and then only if one or more

registered broker-dealer market makers comply with quotation requirements.

In addition, delisting of the Company’s Class A common

stock could depress our stock price, substantially limit liquidity of our Class A common stock and materially adversely affect our ability

to raise capital on terms acceptable to us, or at all.

Finally, delisting of the Class A common stock could result in the Class A common

stock becoming a “penny stock” under the Exchange Act.

A Common Stock Warrants

of Activity of Outstanding Stock Warrants

Balance, December 31, 2021

Warrants granted

Warrants cancelled

The following is a summary of activity of outstanding stock warrants:

Balance, December 31, 2023

4 unchanged sentences

Exercisable, December 31, 2024

The warrants have a weighted average

remaining contractual life of 4.75

years and no intrinsic value as of

December 31, 2023.

A Common Stock Issued for Services

November 2023, the Company award 50,000 shares of restricted stock to a consultant, which vest in four equal quarterly installments.

The restricted shares had a fair value of $ 75,500 based on the stock price at the grant date, and the Company recognized $ 8,122 of expense

during the year ended December 31, 2023.

No shares were issued during the year ended December 31, 2023.

February through May 2022, the Company awarded a total of 800,002 shares to six consultants for services provided.

The shares were subsequently

issued on August 3, 2022.

The aggregate fair value of the shares was $ 510,000 , based on recent sales of the Company’s Class A common

stock to third parties.

warrants had a weighted average remaining life of 3.15 years and no intrinsic value as of December 31, 2024.

Class B Common Stock

Company has 5,000,000 authorized shares of $ 0.001 par value convertible Class B common stock, and had 833,334 shares issued and outstanding

as of December 31, 2022 and 2021, as retrospectively applied, pursuant to the Company’s subsequent recapitalization in 2022 and

effected as of May 3, 2022, whereby the founders exchanged their 83,334 founders shares for 833,334 shares of convertible Class B common

Class B Common Stock Issuances

November 21, 2020, the Company issued 83,334 shares of common stock to its founders for services rendered in connection with the formation

of the entity.

The aggregate fair value of the common stock was $ 100 based on par value of the Company’s common stock, as there

was no immediate intrinsic value in the Company upon inception.

In 2022, the Company’s board of directors approved a recapitalization

of the Company’s equity, effected as of May 3, 2022, pursuant to which the equity was recapitalized with the exchange of the 83,334

shares of common stock for 833,334 shares of convertible Class B common stock, as retrospectively applied.

Each share of convertible

Class B common stock was convertible into 16.5 shares of Class A common stock, which was subsequently amended to be convertible into

ten shares on of Class A common stock on October 4, 2022.

as of December 31, 2024, as retrospectively applied, pursuant to the Company’s subsequent recapitalization in 2022 and effective

as of May 3, 2022, whereby the founders exchanged their 83,334 Founders Shares for 833,334 shares of convertible Class B common stock.

12 – Common Stock Options

1 unchanged sentence

April 11, 2022, the Company’s board of directors adopted, and the Company’s stockholders approved, the Syra Health Corp.

2022 Omnibus Equity Incentive Plan (“2022 Plan”).

No more than 1,041,667 shares of the Company’s Class A common stock

shall be issued pursuant to the exercise of incentive stock options and other securities under the 2022 Plan.

2022 Omnibus Equity Incentive Plan, as amended on April 19, 2023 (as amended, the “2022 Plan”).

No more than 1,041,667 shares

of the Company’s Class A common stock shall be issued pursuant to the exercise of incentive stock options under the 2022 Plan.

A Common Stock Option Awards

November 8, 2023, the Company granted options to purchase an aggregate 32,750 shares of the Company’s common stock under the 2022

Plan, having an exercise price of $ 1.51 per share, exercisable over a 10 -year term, to a total of ten employees.

The options vest annually

over four years from the date of grant.

November 8, 2023, the Company granted options to purchase an aggregate 30,000 shares of the Company’s common stock under the 2022

Plan, having an exercise price of $ 1.51 per share, exercisable over a 10 -year term, to a total of three consultants.

The options vest

quarterly over one year from the date of grant.

October 9, 2023, the Company granted options to purchase an aggregate 50,000 shares of the Company’s common stock under the 2022

Plan, having an exercise price of $ 2.68 per share, exercisable over a 10 -year term, to a total of five newly appointed board members.

The options vest in four (4) equal annual installments with the first installment vesting on the date of grant.

fair value of the options was estimated at $ 198,383

using a Black-Scholes option pricing model and the following assumptions:

1) dividend yield of 0 %;

2) risk-free rate of 4.45 %

3) volatility of 112 %

4) a common stock price ranging from $ 1.51

and 5) an expected term of 6.25

During the year ended December 31, 2023, a total of $ 21,041

was recognized as expense related to stock options and $ 196,955

remains to be expensed.

various dates between July 1, 2022 and September 1, 2022, the Company granted options to purchase an aggregate 32,502 shares of the Company’s

Class A common stock at an exercise price of $ 1.20 per share under the 2022 Plan, which represented the recent sales price of securities

to third parties.

These options will vest 25 % on each anniversary until fully vested.

The options had no intrinsic value.

The aggregate

estimated value using the Black-Scholes Pricing Model, based on an expected term of 6.25 years, a weighted average volatility rate of

93 %, a weighted average risk-free interest rate of 3.03 %, and a weighted average call option value of $ 0.9328 , was $ 30,317 .

are being expensed over the vesting period, resulting in $ 2,910 of stock-based compensation expense during the year ended December 31,

During the fourth quarter of 2022, a total of 9,167 options at a strike price of $ 1.20 per share were cancelled.

the year ended December 31, 2024, the Company granted options to purchase an aggregate 42,000

shares of the Company’s Class A common stock to employees at an exercise price ranging from $ 1.28

per share for terms of 10

years under the 2022 Plan.

options will vest 25% on each anniversary, and 25% quarterly, until fully vested .

The options had no

intrinsic value.

The aggregate estimated value using the Black-Scholes Pricing Model, based on an expected terms of 6.25

years, a weighted average volatility rate ranging from 109 %

a weighted average risk-free interest rate ranging from 3.82 %

4.63 %, and a weighted average call option value ranging from $ 0.331

was $ 79,383 .

The expected term was estimated using the simplified method allowed under SEC Staff Accounting Bulletin 107 (“SAB 107”).

During the years ended December 31, 2024 and 2023, the Company recognized expense of $ 59,803

and $21,041, respectively, related to common stock options.

As of December 31, 2024, a total of $ 179,549

of unamortized expenses are expected to be expensed over the vesting period.

Company also granted options to purchase an aggregate of 73,349 shares of the Company’s Class A common stock to directors under

the 2022 Plan to settle an aggregate of $ 47,500 of accrued director fees.

The options have an exercise price of $ 0.3683 , a term of 10

years, with 25% of the options vesting immediately and the remaining over 12 months from the grant date .

The aggregate estimated value

using the Black-Scholes Pricing Model, based on an expected term of 6.25 years, an estimated volatility of 124 %, a risk-free interest

rate of 4.32 %, and a call option value of $ 0.33 , was $ 24,267 .

The expected term was estimated using the simplified method allowed under

The difference between the accrued expense and the value of the options was recognized in selling, general and administrative

following is a summary of activity of outstanding stock options:

Schedule of Share-Based Compensation, Stock Options Activity

Summary of Activity of Outstanding Stock Options

Balance, December 31, 2023

2 unchanged sentences

Balance, December 31, 2024

Options granted

Options forfeited

Balance, December 31, 2023

Exercisable, December 31, 2024

5 unchanged sentences

the realization of any tax assets.

At December 31, 2023, and 2022, the Company had approximately $ 4,637,000 and $ 1,731,000 of federal

net operating losses.

Under the Tax Cuts and Jobs Act of 2017, the net operating loss carry forwards can be carried forward indefinitely,

however the deductions are limited to 80% of taxable income.

At December 31, 2024, the Company had approximately $ 8,265,000 of federal net operating losses.

the Tax Cuts and Jobs Act of 2017, the net operating loss carry forwards can be carried forward indefinitely, however the deductions

are limited to 80% of taxable income.

effective income tax rate for the years ended December 31, 2024 and 2023 consisted of the following:

6 unchanged sentences

of Deferred Tax Assets

deferred tax assets before valuation allowance

Valuation allowance

Deferred tax assets:

Net deferred tax assets before valuation allowance

Valuation allowance

( 1,900,457 )

( 1,029,723 )

Net deferred tax assets

on the available objective evidence, including the Company’s history of its loss, management believes it is more likely than not

5 unchanged sentences

Company evaluates events that have occurred after the balance sheet date through the date these financial statements were issued.

to December 31, 2023, two investors exercised 130,789 warrants to purchase Class A Common stock pursuant to which the Company received

cash proceeds of $ 850,139 .

to December 31, 2023, the Company issued 12,500 shares pursuant to the restricted stock award from November 2023.

January 7, 2025, the Company granted options to purchase an aggregate 57,646 shares of the Company’s Class A common stock at an

exercise price of $ 0.7386 per share for terms of 10 years under the 2022 Plan.

These options will vest 25% on each anniversary, and 25%

quarterly, until fully vested .

January 17, 2025, a total of 233,334 shares of Class B Common Stock previously held by the Company’s Executive Chairman and President,

Sandeep Allam, automatically converted into 2,333,340 shares of Class A common stock according to the terms of the Company’s Articles

of Incorporation.

January 31, 2025, with the completion of the Company’s contract FSSA (NeuroDiagnostic Institute), the Company expects a decline

in revenue generation for healthcare workforce.

A new contract from FSSA (NeuroDiagnostic Institute) has been executed with a contract

end date of June 30, 2025 with a ceiling value of $ 1,480,000 in revenue .

CHANGES IN 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