STOCKHOLDERS' EQUITY | NOTE 9 - STOCKHOLDERS' EQUITY Common Stock 3,000,000,000 0.001 10,000,000 0.001 470,015,293 352,174,583 25,845 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 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 January 1, 2023 to December 31, 2023, the investor purchased 31,603,364 54,196 The Company issued to consultants 3,450,000 4,665 On March 23, 2023, the noteholder of Note F converted the principal balance of $ 25,814 7,186 17,837,838 On April 27, 2023, the noteholder of Note F converted the principal balance of $ 7,353 71 4,949,507 On October 17, 2023, the Company issued to noteholder of Note G 20,000,000 18,000 On November 14, 2023, the noteholder of Note G converted the principal balance of $ 3,132 7,862 11,000 20,000,000 On December 14, 2023, the noteholder of Note G converted the principal balance of $ 12,875 1,125 14,000 20,000,000 The Company recorded a loss on extinguishment on Note B and Note D of $ 186,294 As a result of all common stock issuances, the Company recorded 470,015,293 352,174,583 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 3,100,000 11,200,000 For the years ended December 31, 2023 and 2022, under the 2022 Plan, the Company recorded stock compensation expense of $ 4,441 14,624 3,000,000 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 5). 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, 2023 and 2022 and changes during the year then ended, is presented below: Schedule of summary of non-vested shares 2022 Stock Incentive Plan Shares of Common Stock Weighted Average Exercise Price Balance at December 31, 2021 – $ – Awarded 14,300,000 0.006146 Vested – – Forfeited – – Balance at December 31, 2022 14,300,000 0.006146 Awarded – – Vested (3,100,000 ) – Forfeited – – Balance at December 31, 2023 – (Unvested) 11,200,000 $ 0.006146 Balance at December 31, 2023 – (Vested) 3,100,000 – Total Options outstanding – December 31, 2023 14,300,000 $ 0.006146 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 Company had 25,845 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 November 19, 2020 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 45,000 25 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 On November 19, 2020, GHS purchased a total of 70 45,000 900 On November 19, 2020 (the date of receipt of cash proceeds of $45,000 issuance), the Company valued the fair value of the derivative and recorded an initial derivative liability of $ 103,267 58,267 39,000 39,000 45,000 The Company recalculated the value of the derivative liability associated with this convertible preferred stock recording a loss of $ 211 21,393 The Company recorded $ 10,080 31,400 21,320 72,667 72,456 84,000 The Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: conversion exercise prices ranging from $0.0006 to $0.0141, the closing stock price of the Company's common stock on the date of valuation ranging from $0.00065 to $0.0184, an expected dividend yield of 0%, expected volatility ranging from 160.41% to 440.99%, risk-free interest rates ranging from 0.07% to 5.46%, and an expected term ranging from 0.13 years to 1.50 years. December 16, 2020 On December 16, 2020, pursuant to the terms of the SPA, GHS purchased an additional 85 85,000 1,700 On December 16, 2020 (the date of receipt of cash proceeds of $85,000 issuance), the Company valued the fair value of the derivative and recorded an initial derivative liability of $ 106,241 21,241 17,000 17,000 85,000 The Company recalculated the value of the derivative liability associated with this convertible preferred stock and recorded a loss of $ 256 31,043 12,240 37,223 24,983 88,238 87,982 102,000 The Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: conversion exercise prices ranging from $0.0006 to $0.0141, the closing stock price of the Company's common stock on the date of valuation ranging from $0.00065 to $0.0184, an expected dividend yield of 0%, expected volatility ranging from 160.41% to 437.59%, risk-free interest rates ranging from 0.07% to 5.46%, and an expected term ranging from 0.21 years to 1.50 years. December 20, 2021 On December 20, 2021, pursuant to the terms of the SPA, GHS purchased an additional 51 51,000 1,000 51 The Company recalculated the value of the derivative liability associated with this convertible preferred stock recording a loss of $ 154 52,789 9,200 7,344 7,565 14,909 7,565 52,943 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 $0.0006 to $0.005 the closing stock price of the Company's common stock on the date of valuation ranging from $0.00065 to $0.0070, an expected dividend yield of 0%, expected volatility ranging from 174.58% to 221.64%, risk-free interest rates ranging from 0.91% to 5.46%, 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 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 51,000 154 12,234 7,344 6,579 13,923 6,579 52,943 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 $0.0006 to $0.0096, the closing stock price of the Company's common stock on the date of valuation ranging from $0.00065 to $0.0172, an expected dividend yield of 0%, expected volatility ranging from 160.35% to 201.38%, risk-free interest rates ranging from 1.09% to 5.46%, 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 136 136,000 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 27,200 136,000 410 187,650 19,584 15,131 34,715 15,131 141,182 140,772 163,200 The Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: conversion exercise prices ranging from $0.0006 to $0.0096, the closing stock price of the Company's common stock on the date of valuation ranging from $0.00065 to $0.00183, an expected dividend yield of 0%, expected volatility ranging from 160.35% to 201.38%, risk-free interest rates ranging from 1.55% to 5.46%, 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 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 61,000 184 9,069 8,784 1,059 9,843 1,059 63,324 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 $0.0006 to $0.0020, the closing stock price of the Company's common stock on the date of valuation ranging from $0.00065 to $0.0022, an expected dividend yield of 0%, expected volatility ranging from 174.58% to 201.388%, risk-free interest rates ranging from 4.68% to 5.46%, and an expected term of 1.5 years. August 24, 2023 On August 24, 2023, pursuant to the terms of the SPA, GHS purchased 62 62,000 1,240 On August 24, 2023 (the date of receipt of cash proceeds of $62,000 issuance), the Company valued the fair value of the derivative and recorded an initial derivative liability of $ 61,679 321 12,400 12,400 62,000 The Company recalculated the value of the derivative liability associated with the convertible note at December 31, 2023 and recorded a loss of $ 2,732 3,155 3,155 64,411 74,400 The Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: conversion exercise prices ranging from $0.0006 to $0.0014, the closing stock price of the Company’s common stock on the date of valuation ranging from $0.00065 to $0.0015, an expected dividend yield of 0%, expected volatility ranging from 189.98% to 201.38%, risk-free interest rates ranging from 4.79% to 5.46%, and an expected term of 1.5 years. The following table represents the change in the fair value of the derivative liabilities for the years ended December 31, 2023 and 2022, respectively. Level 1 Level 2 Level 3 Balance at December 31, 2021 $ – $ – $ 237,544 Change in the fair value of derivative liability – – 232,328 Balance at December 31, 2022 – – 469,872 Change in the fair value of derivative liability – – 65,781 Balance at December 31, 2023 $ – $ – $ 535,653 As a result of issuance of derivative instruments, the Company recorded a derivative liability of $ 535,653 469,873 619,200 544,800 Warrants A summary of the status of the Company’s warrants as of December 31, 2023 and 2022 and changes during the years then ended, is presented below: Schedule of summary of warrant activity Shares Under Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life Outstanding at December 31, 2021 2,868,397 $ 0.00084 2.4 Issued – – Expired/Forfeited – – Outstanding at December 31, 2022 2,868,397 $ 0.00084 1.4 Issued – – Exercised – – Expired/Forfeited – – Outstanding at December 31, 2023 2,868,397 $ 0.00084 0.4 |