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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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OneMeta Inc. (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
94770p105 (CUSIP Number) |
Jeffrey Canter 250 W Spring St, Suite 921 Columbus, OH, 43215 614-596-2888 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
11/03/2025 (Date of Event Which Requires Filing of This Statement) |

SCHEDULE 13D
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| CUSIP No. | 94770p105 |
| 1 |
Name of reporting person
Canter Jeffrey | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
15,500,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
28.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. | 94770p105 |
| 1 |
Name of reporting person
WHPH AI, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
OHIO
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
15,500,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
28.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 per share |
| (b) | Name of Issuer:
OneMeta Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
1 HAMPSHIRE COURT, NEWPORT BEACH,,
CALIFORNIA
, 92660. |
| Item 2. | Identity and Background |
| (a) | This Schedule 13D is filed jointly by the following persons (the "Reporting Persons"): Jeffrey Canter ("Mr. Canter") and WHPH AI LLC ("WHPH"). Mr. Canter owns 100% of WHPH. |
| (b) | The address of the Reporting Persons is 250 W Spring St, Suite 921, Columbus, OH 43215 |
| (c) | Mr. Canter presently is Chief Customer Officer at RingCentral, Inc., 20 Davis Drive, Belmont, California 94002. |
| (d) | During the last five years, the Reporting Persons have no t been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, the Reporting Persons have not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding have been or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | Mr. Canter is a citizen of the United States and WHPH has been formed under the laws of the State of Ohio. |
| Item 3. | Source and Amount of Funds or Other Consideration |
The funds used by the Reporting Persons to purchase the Note and the Warrant came from Mr. Canter's personal funds and WHPH's working capital | |
| Item 4. | Purpose of Transaction |
The Reporting Persons acquired the securities reported herein for investment purposes as part of Mr. Canter's personal investment strategy, for passive investment purposes and without the intent to effect any change in management or control of the Issuer.
Except as described in this Item 4 or would occur upon completion of any of the transactions discussed herein, as of the date of this statement the Reporting Persons have no present plan or proposal that relates to or would result in any of the matters set forth in subsections (a) through (j) of Item 4 of Schedule 13D. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | - |
| (b) | Pursuant to a Note and Warrant Purchase Agreement dated as of October 31, 2025 (the "NWPA"), the Issuer issued WHPH a $1,000,0000 convertible note (the "Note") which is convertible at the election of the holder at a conversion price of $0.08 and bears interest at the rate of 14%. The Note matures on October 31, 2028. The number of shares reported includes the principal amount divided by the conversion price, and the ultimate conversion amount will include additional shares representing accrued interest.
Pursuant to the NWPA, WHPH also acquired a warrant to purchase up to 3,000,000 shares of Common Stock, with an exercise price of $0.001 per share (the " Warrant"). The Warrant may be exercised at any time and expires on October 31, 2030.
Mr. Canter owns 100% of WHPH and is the sole managing member and has sole voting and dispositive power over and may be deemed to beneficially own such shares held by WHPH. The Reporting Persons beneficially own 15,500,000 Shares, comprised of (i) 3,000,000 shares of Common Stock issuable upon exercise of the Warrant and (ii) 12,500,000 shares issuable upon conversion of the Note. The percentage ownership set forth on Row 13 of the cover pages hereto is calculated based on 38,090,943 shares of Common Stock outstanding as of November 14, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission for the period ended September 30, 2025.
The information relating to the direct ownership of shares of Common Stock by the Reporting Persons set forth in Rows 7 through 13 of the cover pages is incorporated herein by reference. The Reporting Persons beneficially own 15,500,000 Shares, comprised of (i) 3,000,000 shares of Common Stock issuable upon exercise of the Warrant described herein and (ii) 12,500,000 shares issuable upon conversion of the Note described herein. |
| (c) | There were no transactions in the Shares that were effected during the past 60 days. |
| (d) | To the knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares that are the subject of this Schedule 13D. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
In connection with the NWPA described herein and the related Note and Warrant, the Issuer and WHPH entered into a security agreement and patent security agreement whereby WHPH received a security interest in certain assets of the Issuer, and the Issuer and WPHP also entered into a registration rights agreement which provides for customary "demand" and "piggyback" registration rights for WHPH, all as further described in the Issuer's Current Report on Form 8-K filed November 7, 2025. | |
| Item 7. | Material to be Filed as Exhibits. |
Joint Filing Agreement between the Reporting Persons (set forth on the signature page to this Statement and incorporated herein by reference). |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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