SecProbe.io

CORRESP
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filename1.htm

August
25, 2023

Via
EDGAR

Joseph
Kempf and Robert Littlepage

Division
of Corporation Finance

Office
of Technology

Securities
and Exchange Commission

Washington,
D.C. 20549

Re:
OneMeta Inc.

Registration
Statement on Form 10-12G

Filed
June 30, 2023

File
No. 000-56565

Ladies
and Gentlemen:

This
correspondence responds to the letter, dated July 28, 2023, received from the staff of the Securities and Exchange Commission (the “Staff”)
regarding the above-mentioned Registration Statement on Form 10-12G (“Form 10-12G”) filed on June 30, 2023 by OneMeta
Inc. (the “Company”, “OneMeta”, “we”, “us” or “our”).
We have addressed each of the comments raised by the Staff below and in Amendment No. 1 to the Registration Statement on Form 10-12G
filed on August 25, 2023 (“Amendment No. 1”). Capitalized terms used, but not defined, in this letter have the meanings
ascribed to such terms in Amendment No. 1.

Outlined
below are our responses to each of the Staff’s comments:

Form
10-12G filed June 30, 2023

Itam
1. Business, page 3

    1.
    Please expand your disclosure to comply with Item 101 of Regulation S-K. For example:

    ●
    Disclose
    the status of Verbum and Verbum SDK development.

    ●
    We
    note your disclosure that “[t]he Company has twenty-four employees and independent contractors.” Please separate employees
    from independent contractors and disclose the number of total employees and number of full-time employees.

    ●
    Disclose
    your acquisition of Metalanguage Corp.

    ●
    Disclose
    your internet address, if you have one.

    1

OneMeta
Response:

We
have revised Item I. Business of Amendment No. 1 to further disclose the status of Verbum and Verbum SDK development; disclose the acquisition
of Metalanguage Corp.; disclose the Company’s internet address; and disclose the total number of employees, total number of full-time
employees, and total number of independent contractors.

Item
2. Financial Information

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

Results
of Operations, Page 10

 2. Expand
                                            your discussion to address material changes from period-to-period in your various expense
                                            line items. Describe the underlying reasons for these material changes in quantitative and
                                            qualitative terms. Where these changes are attributable to combinations or diverse factors,
                                            your discussion should include disclosure of quantitative contribution of each material factor.
                                            Refer to Item 303(b) of Regulation S-K.

OneMeta
Response:

We
have made the requested amendments to the Management’s Discussion and Analysis of Financial Condition and Results of Operations
in Amendment No. 1.

Liquidity
and Capital Resources, page 12

 3. Please
                                            disclose the minimum number of months that you will be able to conduct your planned operations
                                            using currently available capital resources. Refer to Item 3030 of Regulation S-K and Section
                                            IV of SEC Release 33-8350.

One
Meta Response:

Based
on our current capital resources, we anticipate that we will be able to conduct our planned operations until approximately November 31,
2023. We have revised Item 2. Financial Information, Liquidity and Capital Resources to include this additional disclosure.

    2

 4. Expand
                                            your discussion of liquidity and capital resources to address any known trends and any known
                                            events, such as changes in your employment levels in accordance with Items 3-03(b)(1)(i)
                                            and (ii)(B) of Regulation S-K.

One
Meta Response:

We
have made the requested amendments to the Section entitled Liquidity and Capital Resources in Amendment No. 1.

Security
Ownership of Certain Beneficial Owners and Management, page 14

 5. Please
                                            revise your beneficial ownership table to identify the natural person or persons who have
                                            voting and dispositive control over the shares held by the Nicholson Family Trust. Refer
                                            to Item 403 of Regulation S-K.

OneMeta
Response:

The
Nicholson Family Trust was created by Richard and Kim Nicholson. Mr. and Mrs. Nicholson were the victims of a homicide in 2019. Since
the date of their deaths, we have been unable to ascertain information regarding the ownership of their trust. Accordingly, we are unable
to revise the beneficial ownership table to identify the natural person or persons who have voting and dispositive control over the shares
held by the Nicholson Family Trust. We have revised the beneficial ownership table to include a statement disclosing this information.

Item
5. Directors and Executive Officers, page 15

 6. Please
                                            disclose if you have employment agreements with Mr. Leal and Mr. Day. If so, file the agreements
                                            as exhibits. See Item 601(b)(10)(iii) of Regulation S-K.

OneMeta
Response:

Neither
Mr. Leal nor Mr. Day has an employment agreement with the Company. We have revised Item 5. Directors and Executive Officers, Board of
Directors and Executive Officers of Amendment No. 1 to include a statement disclosing this information.

    3

Item
6. Executive Compensation, page 16

 7. Please
                                            disclose in a tabular format the executive compensation of your executive officers and directors
                                            for the last two fiscal years. See Item 402 of Regulation S-K. Also, we note your disclosure
                                            that “[t]he Company does not compensate directors through bonuses, stock awards, option
                                            awards, nonequity incentive plans, nonqualified deferred compensation earnings, or other
                                            compensation.” Please reconcile this with your disclosure on p. F-12 that “[o]n
                                            May 2, 2023, the Board approved the issuance of 1,582,437 shares of Series B-1 Convertible
                                            preferred stock and 1,772,800 shares of common stock to the Company’s CEO, Saul Leal,
                                            as bonus shares that were expensed in May 2023.”

OneMeta
Response:

We
have revised Item 6. Executive Compensation of Amendment No. 1 to disclose the executive compensation of our executive officers for the
last two fiscal years in tabular format. Regarding the disclosure on p. F-12, the footnote has been revised to remove the word “bonus”,
as the referenced shares were issued in connection with an addendum to the Share Acquisition Agreement, rather than as a bonus. The statement
that “[t]he Company does not compensate directors through bonuses, stock awards, option awards, nonequity incentive plans, nonqualified
deferred compensation earnings, or other compensation” is accurate.

Item
9. Market Price of and Dividends on the Registrant’s Common Equity and Related Matters Market Information, page 19

 8. Please
                                            disclose that the OTC Markets Group, Inc. has discontinued the display of your quotes and
                                            has labeled your common stock “Caveat Emptor (Buyer Beware).” Please add risk
                                            factor disclosure disclosing the risks associated with the Caveat Emptor designation.

OneMeta
Response:

We
have made the requested revisions under Item 1A. Risk Factors in Amendment No. 1, adding a risk factor explaining the risks associated
with the Caveat Emptor designation.

Item
15. Financial Statements and Exhibits

Financial
Statements, page 24

 9. Please
                                            comply with the financial statement updating requirements in Rule 8-08 of Regulation S-X.

OneMeta
Response:

We
have filed updated financial statements with Amendment No. 1 to comply with Rule 8-08 of Regulation S-X.

    4

Statement
of Changes in Stockholders’ Equity, page F-4

 10. Tell
                                            us how you determined it was appropriate to value your Series B-1 Convertible Preferred Shares
                                            at $0.70798 per share, its redemption value, as it appears as though you were unable to fund
                                            redemption on those terms during the reporting periods presented.

OneMeta
Response:

The
redemption value has been calculated in accordance with the relevant accounting standards, factoring in the redemption rights of the
holder and without consideration of the Company’s ability to redeem those shares (as the redemption rights were unexercised). The
shares are and redemption are not contingent on a future event and represented an obligation of the Company. While the Company might
not have the funds to pay it much like a similar debt obligation the liability and future economic sacrifice existed as of the balance
sheet date and therefore the obligation is recorded at the value the Company would owe.

Note
2. Summary of Significant Accounting Policies

Revenue
Recognition, page F-7

 11. We
                                            note on page 10 the Company has generated revenue and intends to generate revenue from several
                                            sources. Please provide Company specific disclosure that describes, in sufficient detail,
                                            your revenue recognition policies for each source of revenue. Refer to ASC 606-10-50.

OneMeta
Response:

We
have made the requested revisions under the Section “Revenue Recognition” in Amendment No. 1.

Note
4. Asset Acquisition, page F-8

 12. We
                                            note you paid $210,000 in cash for 51% of the artificial intelligence software and issued
                                            1,363,636 shares of Series B-1 convertible preferred stock valued at $965,427 for the remaining
                                            49%. Explain to us why the value established in the cash purchase of 51% is not the most
                                            reliable indicator of the fair value of the remaining 49% of the software.

OneMeta
Response:

Note
4 has been revised to clarify the terms of the assets acquisition. Per the acquisition agreement, the purchase price was comprised of
$210,000 cash, 1,363,636 shares of Series B-1 convertible preferred shares and the right to receive contingent consideration in the form
of equity. The total purchase price for the acquisition was determined to be $1,175,427 which consisted of $210,000 cash paid and 1,363,636
shares of Series B-1 convertible preferred stock valued at the redemption value of $0.70798 per share with a fair value of $965,427.

    5

General

 13. Please
                                            confirm whether the company controls the web site www.onemeta.ai. If it does, please explain
                                            the basis for the claim under the Investors Relations tab that your company has a market
                                            share of over 490 Billion USD.

OneMeta
Response:

The
Company controls the website www.onemeta.ai. The referenced claim about market share was inadvertently included by the contractor retained
to create the website. The statement has since been removed.

We
hope the foregoing has been responsive to your comments. If you have any questions or comments regarding the foregoing, please contact
Dane Johansen, Esq. at (801) 532-7840 or djohansen@parrbrown.com.

Very
truly yours,

    /s/
    Rowland Day

    Rowland
    Day

    President

    OneMeta
    Inc.

    cc:
    Aliya
    Ishmukhamedova and Matthew Crispino, Securities and Exchange Commission Dane
    Johansen, Esq.

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