STOCKHOLDERS' EQUITY | NOTE 9 - STOCKHOLDERS' EQUITY Common Stock The Company has an authorized capital of 1,000,000,000 shares of $ 0.001 10,000,000 0.001 352,174,583 220,254,395 25,845 On January 4, 2021, pursuant to the authorization and approval previously provided by the stockholders, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of State of Nevada to increase its authorized shares of common stock, $0.001 par value per share, from 190,000,000 shares to 1,000,000,000 shares, which filing became effective on January 18, 2021. Common Stock Holders of shares of common stock are entitled to one vote for each share on all matters to be voted on by the stockholders. Holders of common stock do not have cumulative voting rights. Holders of common stock are entitled to share ratably in dividends, if any, as may be declared from time to time by the Board of Directors in its discretion from funds legally available, therefore. In the event of liquidation, dissolution, or winding up of the Company, the holders of common stock are entitled to share pro rata in all assets remaining after payment in full of all liabilities. All of the outstanding shares of common stock are fully paid and non-assessable. Holders of common stock have no preemptive rights to purchase the Company’s common stock. There are no conversion or redemption rights or sinking fund provisions with respect to the common stock. On January 28, 2021, the noteholder of Note C converted the principal balance of $ 40,000 6,510 4,650,978 On February 1, 2021, the noteholder of Note F converted the principal balance of $ 66,833 5,177 7,200,000 On February 4, 2021, the noteholder of Note A converted the principal balance of $ 50,000 5,000,000 On February 24, 2021, the Company entered into a Common Stock Purchase Agreement with an investor pursuant to which the investor agreed to purchase up to $5,000,000 of the Company’s registered common stock at $0.015 per share. Pursuant to the Agreement, purchases may be made by the Company during the Commitment Period (as defined in the Agreement) through the submission of a purchase notice to the investor no sooner than ten business days after the preceding closing. No purchase notice can be made in an amount less than $10,000 or greater than $500,000 or greater than two times the average of the daily trading dollar volume for the Company’s common stock during the ten business days preceding the purchase date. Each purchase notice is limited to the investor beneficially owning no more than 4.99% of the total outstanding common stock of the Company at any given time. There are certain conditions precedent to each purchase including, among others, an effective registration statement in place and the VWAP of the closing price of the Company’s common stock greater than $0.0175 for the Company's common stock during the five business days prior to the closing. From February 26, 2021 to December 31, 2021, the investor purchased 35,500,000 532,500 120,570,188 557,065 On April 1, 2021, the Company’s Chief Technology Officer resigned from his employment with the Company. In settlement of the Company’s total obligations with the officer upon separation, the Company issued 843,288 252,986 On April 15, 2021, the noteholder of Note A converted the principal balance of $ 75,000 7,500,000 On May 20, 2021, the Company issued to a consultant for services rendered, pursuant to a consulting agreement, 500,000 7,800 On May 20, 2021, the Company issued to a consultant for services, pursuant to a consulting agreement, 50,000 900 On June 15, 2021, the Company issued 1,500,000 450,000 On July 28, 2021, the noteholder of Note A converted the principal balance of $ 80,000 8,000,000 On November 23, 2021, the noteholders of Notes F and G agreed to extend the maturity date of their Convertible Promissory Notes in exchange of receiving 1,250,000 11,125 On December 21, 2021, the Company issued 1,800,000 15,300 On December 21, 2021, the Company issued 1,200,000 360,000 150,000 1,800 On February 23, 2022, the Company issued to a consultant for services rendered, pursuant to a consulting agreement, 100,000 900 On May 23, 2022, the noteholder of Note A converted $ 90,000 11,250,000 As a result of all common stock issuances, the Company recorded 352,174,583 220,254,396 Stock Incentive Plans On December 14, 2017 (the “Effective Date”), the Board of Directors of the Company approved the 2017 Stock Inventive Plan (the “2017 Plan”). Awards may be made under the 2017 Plan for up to 4,500,000 On March 11, 2019 (the “Effective Date”) the Board of Directors of the Company approved the 2019 Stock Incentive Plan (the “2019 Plan”). Awards may be made under the Plan for up to 5,000,000 On March 18, 2022, the Board of Directors approved and adopted the 2022 Stock Incentive Plan (the “2022 Plan”). Awards may be made under the 2022 Plan for up to 20,000,000 7,000,000 7,000,000 300,000 0 14,300,000 For the year ended December 31, 2022, under the 2022 Plan, the Company recorded stock compensation expense of $ 14,624 2,568,493 The shares earned are valued at the 90% of the average market price of the shares of 30 trading days at the end of each quarter. Shares earned and issued related to the consulting agreements are issued under the 2017 Plan and the 2019 Plan (Note 4). Vesting of the shares is subject to acceleration of vesting upon the occurrence of certain events such as a Change of Control (as defined in the agreement) or the listing of the Company’s common stock on a senior exchange. A summary of the status of the Company’s non-vested shares at December 31, 2022 and 2021 and changes during the year then ended, is presented below: Summary of non-vested shares 2017 Stock Incentive Plan Shares of Common Stock Weighted Average Fair Value Authorized Shares 4,500,000 $ – Balance – December 31, 2020 1,504,500 $ 0.30 Awarded and issued 2,043,288 0.30 Vested (3,547,788 ) – Forfeited – – Balance at December 31, 2021 – 0.30 Awarded and issued – – Vested – – Forfeited – – Balance at December 31, 2022 – $ 0.30 Unvested common shares - December 31, 2022 – 2019 Stock Incentive Plan Shares of Common Stock Weighted Average Fair Value Authorized Shares 5,000,000 $ – Balance - December 31, 2020 780,000 $ 0.30 Awarded and issued 2,200,000 0.30 Vested (2,980,000 ) – Forfeited – – Balance at December 31, 2021 – 0.30 Awarded and issued 100,000 – Vested (100,000 ) – Forfeited – – Balance at December 31, 2022 – $ 0.30 Unvested common shares - December 31, 2022 – 2022 Stock Incentive Plan Shares of Common Stock Weighted Average Fair Value Authorized Shares 20,000,000 $ – Balance at December 31, 2021 – $ – Awarded 14,300,000 0.006146 Vested – – Forfeited – – Balance at December 31, 2022 14,300,000 $ – Unvested common shares - December 31, 2022 14,300,000 Preferred Stock Series A Supervoting Convertible Preferred Stock On July 2, 2020, the Board of Directors of the Corporation had authorized issuance of 15,600 0.001 Dividends: Liquidation and Redemption Rights Conversion Rank Voting Rights A. If at least one share of Series A Super Voting Preferred Stock is issued and outstanding, then the total aggregate issued shares of Series A Super Voting Preferred Stock at any given time, regardless of their number, shall have voting rights equal to 20 times the sum of: i) the total number of shares of Common stock which are issued and outstanding at the time of voting, plus ii) the total number of shares of all Series of Preferred stocks which are issued and outstanding at the time of voting. B. Each individual share of Series A Super Voting Preferred Stock shall have the voting rights equal to: [twenty times the sum of: {all shares of Common stock issued and outstanding at the time of voting + all shares of Series A and any newly designated Preferred stock issued and outstanding at the time of voting}] Divided by: [the number of shares of Series A Super Voting Preferred Stock issued and outstanding at the time of voting] With respect to all matters upon which stockholders are entitled to vote or to which stockholders are entitled to give consent , the holders of the outstanding shares of Series A Super Voting Preferred Stock shall vote together with the holders of Common Stock without regard to class, except as to those matters on which separate class voting is required by applicable law or the Articles of Incorporation or Bylaws. The total fair value of shares compensation recognized during the years ended December 31, 2022 and 2021, was $0 and $351,457, respectively. On October 1, 2022, the Company cancelled 51 51,000 51,000 The Company did not issue any Series A Supervoting Convertible Preferred Stock during the years ended December 31, 2022 and 2021, respectively. The Company reported 25,845 shares of Series A Supervoting Convertible Preferred Stock issued and outstanding at December 31, 2022 and December 31, 2021, respectively. Series B Convertible Preferred Stock Equity Financing On November 16, 2020, the Board of Directors of the Corporation had authorized issuance of up to 600 0.001 1,200 Dividends: Voting Rights Liquidation Conversion Redemption: · 115% of the stated value if the redemption takes place within 90 days of issuance; · 120% of the stated value if the redemption takes place after 90 days and within 120 days of issuance · 125% of the stated value if the redemption takes place after 120 days and within 180 days of issuance; and · each share of Preferred Stock is redeemed one year from the day of issuance On November 19, 2020, pursuant to the terms of a Securities Purchase Agreement dated November 16, 2020 (the “SPA”), the Company entered into a new preferred equity financing agreement with GHS Investments, LLC (“GHS”) in the amount of up to $600,000. The SPA provides for GHS’s purchase, from time to time, of up to 600 shares of the newly-designated Series B Convertible Preferred Stock. The initial closing under the SPA consisted of 45 shares of Series B Convertible Preferred Stock, stated value $1,200 per share, issued to GHS for an initial purchase price of $45,000, or $1,000 per share. At the Company’s option, and subject to the terms of the SPA and the Certificate of Designation for the Series B Convertible Preferred Stock (the “COD”), additional closings in the amount of 40 shares of Series B Convertible Preferred Stock for a total purchase price of $40,000 may take place at a rate of up to once every 30 days. In connection with the initial closing in the amount of 45 shares of Series B Convertible Preferred Stock, the Company issued an additional 25 shares of Series B Convertible Preferred Stock to GHS as a commitment fee. No additional closings may take place after the two-year anniversary of the SPA, or once the entire $600,000 amount has been funded. If the average daily dollar trading volume for the Company’s common stock for the 30 trading days preceding a particular additional closing is at least $50,000 per day, the Company may, at its option, increase the amount of that additional closing to 75 shares of Series B Convertible Preferred Stock ($75,000). The Series B Convertible Preferred Stock is classified as temporary equity, as it is convertible upon issuance at an amount equal to the lowest traded price for the Company’s common stock for the fifteen trading days immediately preceding the date of conversion. Based on the requirements of ASC 815, Derivatives and Hedging December 20, 2021 On December 20, 2021, pursuant to the terms of the SPA, GHS purchased an additional 51 shares of Series B Convertible Preferred Stock for gross proceeds of $ 51,000 1,000 The Company recalculated the value of the derivative liability associated with this convertible preferred stock recording a loss of $ 52,789 9,200 7,565 7,565 52,789 61,200 The Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: conversion exercise prices ranging from $0.0019 to $0.005 the closing stock price of the Company's common stock on the date of valuation ranging from $0.0022 to $0.0060, an expected dividend yield of 0%, expected volatility ranging from 174.58% to 208.19%, risk-free interest rates ranging from 0.91% to 4.737%, and an expected term of 1.50 years. February 7, 2022 On February 7, 2022, pursuant to the terms of the SPA, GHS purchased an additional 51 shares of Series B Convertible Preferred Stock for gross proceeds of $ 51,000 1,000 On February 7, 2022 (the date of receipt of cash proceeds of $51,000 issuance), the Company valued the fair value of the derivative and recorded an initial derivative liability of $ 65,025 14,025 10,200 10,200 51,000 12,234 6,579 6,579 52,789 61,200 The Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: conversion exercise prices ranging from $0.0019 to $0.0096, the closing stock price of the Company's common stock on the date of valuation ranging from $0.0022 to $0.0172, an expected dividend yield of 0%, expected volatility ranging from 160.35% to 177.44%, risk-free interest rates ranging from 1.09% to 4.73%, and an expected term of 1.35 to 1.5 years. March 24, 2022 On March 24, 2022, pursuant to the terms of the SPA, GHS purchased an additional 136 shares of Series B Convertible Preferred Stock for gross proceeds of $ 136,000 2,720 On March 24, 2022 (the date of receipt of cash proceeds of $136,000 issuance), the Company valued the fair value of the derivative and recorded an initial derivative liability of $ 328,422 192,422 27,200 27,200 136,000 187,650 15,131 15,131 140,772 163,200 The Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: conversion exercise prices ranging from $0.0019 to $0.0096, the closing stock price of the Company's common stock on the date of valuation ranging from $0.0022 to $0.0183, an expected dividend yield of 0%, expected volatility ranging from 160.35% to 177.44%, risk-free interest rates ranging from 1.55% to 4.73%, and an expected term of 1.48 to 1.5 years. November 17, 2022 On November 17, 2022, pursuant to the terms of the SPA, GHS purchased an additional 61 shares of Series B Convertible Preferred Stock for gross proceeds of $ 61,000 1,220 On November 17, 2022 (the date of receipt of cash proceeds of $61,000 issuance), the Company valued the fair value of the derivative and recorded an initial derivative liability of $ 54,072 6,928 12,200 12,200 61,000 9,069 1,059 1,059 63,140 73,200 The Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: conversion exercise prices ranging from $0.0019 to $0.0020, the closing stock price of the Company's common stock on the date of valuation ranging from $0.0020 to $0.0022, an expected dividend yield of 0%, expected volatility ranging from 174.58% to 179.98%, risk-free interest rates ranging from 4.68% to 4.73%, and an expected term of 1.5 years. As a result of issuance of derivative instruments, the Company recorded a derivative liability of $ 469,873 202,616 544,800 247,200 Warrants A summary of the status of the Company’s warrants as of December 31, 2022 and 2021 and changes during the years then ended, is presented below: Summary of warrant activity Shares Under Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life Outstanding at December 31, 2020 3,043,397 $ 0.01229 3.4 Issued – – Expired/Forfeited (175,000 ) 0.20 Outstanding at December 31, 2021 2,868,397 $ 0.01229 2.4 Issued – – Exercised – – Expired/Forfeited – – Outstanding at December 31, 2022 2,868,397 $ 0.00084 1.4 |