| STOCKHOLDERS' EQUITY | NOTE 8 – STOCKHOLDERS' EQUITY The Company has an authorized capital of 3,000,000,000 0.001 10,000,000 0.001 555,015,293 470,015,293 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, 2024 to June 30, 2024, the noteholder
of Note F converted the principal balance of $ 45,045 1,955 85,000,000 Stock Incentive Plans On December 14, 2017, the Board of Directors of
the Company approved the 2017 Stock Incentive Plan (the “ 2017 Plan 4,500,000 On March 11, 2019, the Board of Directors of the
Company approved the 2019 Stock Incentive Plan (the “ 2019 Plan 5,000,000 On March 18, 2022, the Board of Directors approved
and adopted the 2022 Stock Incentive Plan (the “ 2022 Plan 20,000,000 7,000,000 7,000,000 300,000 8,000,000 3,000,000 6,300,000 628 1,148 747,945 1,495,890 6,200,000 4,064,385 2,368,493 Shares earned and issued related to the consulting
agreements are issued under the 2017 Stock Incentive Plan and the 2019 Stock Incentive Plan (see 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 June 30, 2024 and 2023 and changes during the six months ended, is presented below:
Schedule of non-vested shares
2022 Stock Incentive Plan Shares of Common Stock Weighted Average Exercise Price
Authorized shares per the 2022 Plan – 20,000,000
Balance at December 31, 2022 14,300,000 $ 0.006146
Awarded – –
Vested (3,000,000 ) –
Forfeited – –
Balance at June 30, 2023 11,300,000 $ 0.006146
Balance at December 31, 2023 11,200,000 $ 0.006146
Awarded 3,100,000 –
Vested (8,100,000 ) –
Forfeited – –
Balance at June 30, 2024 – (Unvested) 6,200,000 $ 0.006146
Balance at June 30, 2024 – (Vested) 8,100,000 –
Total Options outstanding – June 30, 2024 14,300,000 $ 0.006146 Preferred Stock Series A Supervoting Convertible Preferred
Stock On July 2, 2020, the Board of Directors of the
Company authorized the 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 Company 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 in connection with the change in fair market value of the
derivative liability of $ 39,975 33,954 23,960 24,159 2,513 5,026 2,513 4,999 36,426 31,400 106,621 72,667 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 in connection with the change in fair market value of the
derivative liability of $ 33,179 41,230 29,094 29,336 3,052 6,103 3,052 6,070 43,326 37,223 96,290 88,238 129,468 88,239 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 in connection with the change in fair market value of the
derivative liability of $ 19,907 24,738 17,457 17,602 1,831 3,662 1,831 3,642 18,571 14,909 77,681 52,943 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 19,907 24,738 17,457 17,602 1,831 3,662 17,585 13,923 77,681 52,943 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 53,086 12,968 46,551 46,164 4,883 9,765 4,883 9,712 44,480 34,715 207,149 141,182 163,200 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 23,811 29,588 20,879 20,706 2,199 4,398 2,190 4,356 14,223 9,843 92,913 63,324 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 $0.0006 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 June 30, 2024 and recorded a loss in connection with the change in fair market value
of the derivative liability of $ 5,874 5,874 2,226 4,452 7,607 3,155 94,495 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 202.70%, risk-free interest rates ranging from 4.79% to 5.46%, and an expected
term of 1.5 years. April 16, 2024 On April 16, 2024, pursuant to the terms
of the SPA, GHS purchased 20 17,600 2,400 On April 16, 2024 (the date of receipt of cash
proceeds of $17,600 issuance), the Company valued the fair value of the derivative and recorded an initial derivative liability of $ 20,324 321 4,000 24,000 20,000 The Company recalculated the value of the derivative
liability associated with the convertible note at June 30, 2024 and recorded a loss in connection with the change in fair market value
of the derivative liability of $ 7,256 592 592 27,580 24,000 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 $0.0007, the
closing stock price of the Company’s common stock on the date of valuation ranging from $0.0007 to $0.0011, an expected dividend
yield of 0%, expected volatility ranging from 186.23% to 205.33%, risk-free interest rates ranging from 5.09% to 5.18%, and an expected
term of 1 years. Series C Convertible Preferred Stock On January 8, 2024, the Board of Directors of
the Company had authorized issuance of up to 5,000 shares of preferred stock, $0.001 par value per share, designated as Series C Convertible
Preferred Stock. Each share of Preferred Stock shall have a par value of $0.001 per share and a stated value of $1,200, subject to the
increase set forth in the Certificate of Designation. Dividends: Voting Rights Liquidation Conversion No fractional shares of Common Stock shall be
issued upon conversion of shares of Series C Preferred Stock. If more than one share of Series C Preferred Stock shall be surrendered,
or deemed surrendered, pursuant to subsection (c) above, for conversion at any one time by the same Holder, the number of full shares
of Common Stock issuable upon conversion thereof shall be computed on the basis of the aggregate number of shares of such Series C Preferred
Stock so surrendered. Any fractional share which would otherwise be issuable upon conversion of any shares of Series C Preferred Stock
(after aggregating all shares of Series C Preferred Stock held by each holder) shall be rounded to the nearest whole number (with one-half
being rounded upward). The Company shall reserve, free from preemptive
rights, out of its authorized but unissued shares of Common Stock solely for the purpose of effecting the conversion of the shares of
Series C Preferred Stock sufficient shares to provide for the conversion of all outstanding shares of Series C Preferred Stock. All shares
of Common Stock which may be issued in connection with the conversion provisions set forth herein will, upon issuance by the Company,
be validly issued, fully paid and nonassessable, with no personal liability attaching to the ownership thereof, and free from all taxes,
liens or charges with respect thereto. All shares of Series C Preferred Stock which have
been converted shall no longer be deemed to be outstanding and all rights with respect to such shares including the rights to receive
dividends and to vote, shall immediately cease and terminate on the Optional Conversion Date, except only the right of the Holder thereof
to receive shares of Common Stock in exchange thereof. The Series C 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 March 1, 2024 On March 1, 2024, the convertible promissory noteholder
Note B and the Company mutually agreed to convert the principal balance of $ 55,000 13,825 57 40,668 425 28,157 68,825 68,825 On March 31, 2024, the Company recalculated the
value of the derivative liability associated with this convertible preferred stock recording a loss in connection with the change in fair
market value of the derivative liability of $ 43,556 48,326 2,046 2,721 2,721 88,995 68,400 The Company valued the conversion feature using
the Black-Scholes option pricing model with the following assumptions: conversion exercise prices ranging from $0.00073 to $0.00113, the
closing stock price of the Company's common stock on the date of valuation ranging from $0.0007 to $0.00110, an expected dividend yield
of 0%, expected volatility ranging from 196.52% to 202.70%, risk-free interest rates ranging from 4.94% to 5.09%, and an expected term
of 1 year. The following table represents the change in the
fair value of the derivative liabilities for the six months ended June 30, 2024 and 2023, respectively.
Schedule of change in the fair value of the derivative liabilities
Level 1 Level 2 Level 3
Balance at December 31, 2022 $ – $ – $ 469,873
Change in the fair value of derivative liability – – 1,292
Balance at June 30, 2023 $ – $ – $ 471,165
Balance at December 31, 2023 $ – $ – $ 535,653
Additions to derivative liability – – 60,992
Change in the fair value of derivative liability – – 346,125
Balance at June 30, 2024 $ – $ – $ 942,770 As a result of issuance of derivative instruments,
the Company recorded a derivative liability of $ 942,770 535,653 643,200 619,200 68,400 0 Warrants A summary of the status of the Company’s
warrants as of June 30, 2024 and 2023, and changes during the three months then ended, is presented below:
Schedule of warrant activity
Shares Under Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life
Outstanding at December 31, 2022 2,868,397 $ 0.00084 1.4
Issued – –
Expired/Forfeited – –
Outstanding at June 30, 2023 2,868,397 $ 0.00084 1.0
Outstanding at December 31, 2023 2,868,397 0.00084 0.4
Issued – –
Expired/Forfeited (1,305,897 ) –
Outstanding at June 30, 2024 1,562,500 $ 0.00084 0.2 |
