COMMITMENTS AND CONTINGENCIES | NOTE 9 - COMMITMENTS AND CONTINGENCIES The Company does not have an existing contract with the CEO. The monthly compensation and any bonus amounts are at the discretion of the Board of Directors. Effective January 1, 2023, the Company agreed to compensate the CEO $15,000 per month. Effective February 1, 2023, the Company entered a Consulting Executive Officer Agreement with a three- year term to an entity (SGG) to provide the services of a Chief Operating Officer (the “COO”) of the Company. On October 1, 2023, the BOD also appointed the COO as the President. Pursuant to the agreement, the Company agreed to a monthly fee of $10,000, and the issuance of 250,000 common shares per month, to be issued semi-annually. The monthly fee was increased to $15,000 per month effective September 1, 2023. For the three months ended December 31, 2024, and 2023, the Company recorded expenses of $18,450 and $17,875, respectively, related to the 250,000 common shares per month, calculated based on the closing market price of the common stock on the last day of each month. On May 8, 2024, the Company issued 3,000,000 shares of common stock for the months of February 2023, through January 2024. On May 11, 2023, the Company issued 5,000,000 shares to the Company’s COO as a bonus pursuant to their Consulting Agreement. On July 10, 2023, the Company issued 15,000,000 shares to the Company’s COO as a bonus pursuant to their Consulting Agreement. On September 7, 2023, the Company issued 5,000,000 shares to the Company’s COO as a bonus pursuant to their Consulting Agreement. Additionally, the Company granted an option to SGG, a related party (the representative of which is the Company’s COO), to purchase 10,000,000 shares of the Company’s common stock at $0.02 per share with an expiry date of July 1, 2025 (the "CYCA Option”). The CYCA option vests at the rate of 25% beginning on the first six-month anniversary of the agreement, as well as a warrant to purchase 250,000 shares of the Reticulate Micro common stock the Company owns (the “RM Warrant”). The RM Warrant has an exercise price of $1.00 per share and an expiry date of July 1, 2025. The Company valued the CYCA Option at $639,543 based on the Black-Scholes option pricing method and will be amortized through the term of the agreement, and accordingly, $53,295, is included in stock-based compensation expense-related party for the three months ended December 31, 2024, and 2023, respectively. The Company valued the RM Warrant at $624,458 based on the Black-Scholes option pricing method and will be amortized through the term of the agreement, and accordingly, $52,038, is included in stock-based compensation expense-related party for the three months ended December 31, 2024, and 2023, respectively. On March 3, 2023, the Company entered a Consulting Agreement with an investor. Pursuant to the agreement, the Company issued 2,000,000 shares of common stock for one year of services. The Company valued the shares at $80,000 based on the price of the common stock on the date the Company agreed to issue the common stock. The Company also issued the consultant 1) an option to purchase 10,000,000 shares of the Company’s common stock at an exercise price of $0.02 per share with an expiry date of July 1, 2025. The options vest over the two-year period in 25% increments beginning on the six- month anniversary of the agreement and 2) a warrant to purchase 250,000 shares of RM Stock at an exercise price of $1.00 per share with an expiry date of July 1, 2025. The option to purchase the Company’s common stock was valued at $449,651 based on the Black Scholes option pricing model and was amortized over the one-year term of the agreement. For the three months ended December 31, 2023, $112,413 is included in stock-based compensation expense and this option value was fully amortized as of September 30, 2024. The warrant to purchase the RM Stock was valued at $624,556 based on the Black Scholes option pricing model and was amortized over the one-year term of the agreement. For the three months ended December 31, 2023, $156,139 is included in stock-based compensation expense and this warrant value was fully amortized as of September 30, 2024. On December 6, 2023, the Company agreed to issue an additional 6,000,000 shares of common stock. The Company valued the 6,000,000 shares at $0.0282 per share and included stock-based compensation expense of $169,200 for the three months ended December 31, 2023. On April 1, 2023, the Company entered a Consulting Agreement with a third party for marketing services in exchange for 250,000 shares of restricted common stock. The shares vest in 12 equal amounts of 20,833. For the three months ended December 31, 2023, the Company has recorded stock-based compensation of $3,006 with the offset to accounts payable and accrued expenses. On October 1, 2023, the Company entered into a one-year Agreement for Board of Advisor Services with a third party to provide general technical, AI, sales, and marketing services in exchange for 3,000,000 shares of common stock. The Company valued the shares at $80,700 ($0.0269 per share). The shares are to be issued at the end of the term, and the Company is amortizing the expense over the term of the contract. For the three months ended December 31, 2023, the Company included $20,175 in General and Administrative expenses and in accounts payable and accrued expenses. Effective May 1, 2024, the Company amended the October 1, 2023 agreement and agreed to issue 7,000,000 shares, of which 5,000,000 were immediately earned and were issued May 16, 2024, and to issue an additional 2,000,000 shares at the end of the term. The Company valued and expensed the 5,000,000 shares at $142,500 ($0.0285 per share) on the date of the agreement, and the Company is amortizing the expense related to the 2,000,000 shares (valued at $57,000) over the term of the contract. For the three months ended December 31, 2024, the Company included $14,250 in General and Administrative expenses and $14,250 in accounts payable and accrued expenses. On January 1, 2024, the Company entered into a one-year Consulting Agreement with a third party to provide market awareness services and the identification, evaluation, structuring, negotiating, and closing of joint ventures, strategic alliances, and business acquisitions, in exchange for 3,000,000 shares of common stock. The Company valued the shares at $62,400 and is amortizing the expense over the term of the contract. For the three months ended December 31, 2024, the Company included $15,600 in General and Administrative expenses. On January 2, 2024, the Company entered into a one-year Consulting Agreement with a third party to provide market awareness services and the identification, evaluation, structuring, negotiating, and closing of joint ventures, strategic alliances, and business acquisitions, in exchange for a monthly fee of $10,000 per month and 5,000,000 shares of common stock. The shares were issued on January 18, 2024. The Company valued the shares at $104,000 and is amortizing the expense over the term of the contract. For the three months ended December 31, 2024, the Company included $26,000 in General and Administrative expenses. On April 1, 2024, the Company entered an Agreement for Board of Advisor Services with a third party to provide general business, military, governmental, technical, AI, and sales and marketing services, in exchange for 2,500,000 shares of common stock upon execution of the agreement (the “Initial Issuance”) and a further 2,500,000 shares of common stock one year after the execution (the “Final Issuance”). The Initial Issuance of 2,500,000 shares of common stock were issued on May 8, 2024. The Company valued the 5,000,000 shares at $137,500 among which $68,750 related to Initial Issuance and is amortizing over the term of the contract. For the three months ended December 31, 2024, the Company included $34,375 in General and Administrative expenses, including the amortization of prepaid expenses of $17,187 (Initial Issuance) and $17,188 accrued in accounts payable and accrued expenses (Final Issuance). In connection with the agreement, the Company also agreed to issue a warrant to purchase 50,000 Class A common stock shares of RM Stock owned by the Company, at $1.50 per share and vested immediately. The warrant to purchase the RM Stock was valued at $119,348 based on the Black Scholes option pricing model and was expensed when granted. On April 23, 2024, the Company entered an Agreement for Board of Advisor Services with a third party to provide assistance to the Company in building its in house development team and manage software projects, in exchange for 3,000,000 shares of common stock. The Company issued 1,500,000 shares of common stock on May 8, 2024, with the balance due on the one-year anniversary of the agreement. The Company valued the 3,000,000 shares at $67,500 among which $33,750 related to the already issued common shares and is amortizing over the term of the contract. For the three months ended December 31, 2024, the Company included $16,875 in General and Administrative expenses, including the amortization of prepaid expenses of $8,437 and $8,438 accrued in accounts payable and accrued expenses. On April 23, 2024, the Company entered an Agreement for Board of Advisor Services with a third party to provide general business, military, governmental, technical, AI, and sales and marketing services, in exchange for 5,000,000 shares of common stock. The Company issued 2,500,000 shares of common stock on May 8, 2024, with the balance due on the one-year anniversary of the agreement. The Company valued the 5,000,000 shares at $112,500 among which $56,250 relates to the already issued common shares and is amortizing over the term of the contract. For the three months ended December 31, 2024, the Company included $28,125 in General and Administrative expenses, including the amortization of prepaid expenses of $14,063 and $14,062 accrued in accounts payable and accrued expenses. |