Organization and Going Concern |
3 Months Ended |
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Mar. 31, 2025 | |
Organization and Going Concern [Abstract] | |
ORGANIZATION AND GOING CONCERN | NOTE 1 – ORGANIZATION AND GOING CONCERN
Organization and Business Overview
The Company and Business: Vocodia Holdings Corp (“Vocodia”or “the Copmany”) was incorporated in the State of Wyoming on April 27, 2021, and is a conversational artificial intelligence (“AI”) technology provider. Vocodia’s technology is used to increase sales and drive conversions for its product or service.
Click Fish Media, Inc. (“CFM”) was incorporated in the State of Florida on November 29, 2019, and is an IT services provider.
On August 2, 2022, Vocodia purchased all outstanding shares of CFM held by an owner under common ownership for $10 in consideration. The Company determined that the acquisition met the requirements for accounting for the transaction as a transfer of an asset in accordance with Accounting Standards Codification (“ASC”) 805-50, common control transactions and is accounted for by Vocodia at the carrying value of the net assets transferred on a prospective basis. The transfer was not determined to be significant to the accounting and operations of Vocodia.
Going Concern
The Company’s consolidated financial statements are prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States including the assumption of a going concern basis, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, as shown in the accompanying consolidated financial statements, the Company had a net loss of approximately $1.2 million, an accumulated deficit of $101.8 million, and used cash in operations of approximately $0.2 million for the three months ending March 31, 2025, and negative working capital of $3.2 million. In May 2025, the Company closed on a private offering pursuant to a Securities Purchase Agreement with an accredited investor, pursuant to which the investor purchased a Senior Secured Convertible Note in the original principal amount of $3.3 million including an original issue discount (“OID”) of $0.3 million. The Company expects to continue to incur significant expenditures to develop its technology. As such, there is substantial doubt about the company’s ability to continue as a going concern.
Management recognizes that the Company must obtain additional resources to successfully develop its technology and implement its business plans. Through March 31, 2025, the Company has received funding in the form of indebtedness and from the sale stock subscriptions. Management plans to continue to raise funds and/or refinance our indebtedness to support our operations in 2025 and beyond. However, no assurances can be given that we will be successful. If management is not able to timely and successfully raise additional capital and/or refinance indebtedness, the implementation of the Company’s business plan, financial condition and results of operations will be materially affected These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |