STOCKHOLDERS’ DEFICIT | NOTE 8 STOCKHOLDERS’ DEFICIT (A) Common Stock Issued for Cash On March 9, 2019, the Company entered into a purchase agreement with one investor (the “Purchase Agreement”). Pursuant to the Purchase Agreement, the Company issued the investor 14,797,278 0.06758 1,000,000 14,797,278 14,797,278 0.06 7,398,639 0.08 ● ½ of all $ 0.06 March 8, 2021 ● ½ of all $ 0.06 March 8, 2022 ● ½ of all $ 0.08 March 8, 2022 ● ½ of all $ 0.08 March 8, 2023 On March 2, 2021, the Company determined to amend and extend the expiration of the warrants expiring on March 8, 2021 as follows: ● 1,479,728 0.06 March 8, 2021 ● 1,479,728 0.06 May 8, 2021 ● 1,479,728 0.06 July 8, 2021 December 8, 2021 ● 1,479,728 0.06 September 8, 2021 ● 1,479,727 0.06 November 8, 2021 On February 15, 2022, the Company issued 7,398,639 7,398,639 443,918 On February 15, 2022, the Company issued 3,699,320 3,699,320 295,946 (B) Common Stock Warrants and Options On February 15, 2022, the Company issued 7,398,639 7,398,639 443,918 On February 15, 2022, the Company issued 3,699,320 3,699,320 295,946 On January 25, 2021, the Company issued a 7-year option to purchase 2,500,000 0.134 310,165 Options vest 33.3% on the year one anniversary of the grant date, 33.3% will vest on the second anniversary, and 33.3% will vest on the third year anniversary as long as the employee remains with the Company at the end of each successive year for three years 27,989 SCHEDULE OF OPTION ASSUMPTION Expected dividends 0 % Expected volatility 133.22 % Expected term 7 Risk free interest rate 1.46 % Expected forfeitures 0 % On February 19, 2020 the Company issued a 10-year option to purchase 6,000,000 0.115 626,047 Black-Scholes option-pricing model on the date of grant and 2,000,000 options are fully vested on the date granted and 1,000,000 options vest at the end of each successive year for four years. Options will be exercisable on February 19, 2021, and for a period of 10 years expiring on February 19, 2030 25,710 Expected dividends 0 % Expected volatility 125.19 % Expected term 3 Risk free interest rate 1.50 % Expected forfeitures 0 % On February 19, 2020 the Company issued a 7-year option to purchase 1,340,000 shares of common stock at an exercise price of $ 0.115 per share to employees for services rendered. The options had a fair value of $ 133,063 , based upon the Black-Scholes option-pricing model on the date of grant and 268,000 options are fully vested on the date granted and the remaining option vest equally over the remaining 4 years at the end of each successive year. Options will be exercisable on February 19, 2021, and for a period of 6 years expiring on February 19, 2027 . During the three months ended March 31, 2022, the Company recorded $ 7,842 as an expense for options issued Expected dividends 0 % Expected volatility 125.19 % Expected term 6 Risk free interest rate 1.46 % Expected forfeitures 0 % SCHEDULE OF WARRANTS ACTIVITY Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in Years) Balance, December 31, 2021 48,972,279 - 2.64 Granted 16,785,714 - Exercised (11,097,959 ) - - Cancelled/Forfeited - - - Balance, March 31, 2022 54,660,032 - 3.63 Intrinsic Value $ 1,166,993 For the three months ended March 31, 2022, the following warrants were outstanding: SCHEDULE OF WARRANTS OUTSTANDING Exercise Price Warrants Weighted Average Aggregate $ 0.001 11,000,000 2.82 $ 981,000 $ 0.056 1,000,000 3.27 $ 34,000 $ 0.04 2,300,000 4.51 $ 115,000 $ 0.08 3,699,320 0.94 $ 36,993 $ 0.2299 8,250,000 2.96 $ - $ 0.16 3,125,000 3.70 $ - $ 0.25 8,000,000 3.98 $ - $ 0.1160 500,000 3.27 $ - $ 0.12 12,500,000 4.80 $ - $ 0.14 4,285,714 4.80 $ - For the year ended December 31, 2021, the following warrants were outstanding: Exercise Price Warrants Weighted Average Aggregate $ 0.001 11,000,000 3.07 $ 913,900 $ 0.056 1,000,000 3.52 $ 27,900 $ 0.04 2,300,000 4.75 $ 100,970 $ 0.06 7,398,639 0.18 $ 176,827 $ 0.08 3,699,320 0.18 $ 14,427 $ 0.08 3,699,320 1.18 $ 14,427 $ 0.2299 8,250,000 3.21 $ - $ 0.16 3,125,000 4.95 $ - $ 0.25 8,000,000 4.23 $ - $ 0.1160 500,000 3.52 $ - For the three months ended March 31, 2022, the following options were outstanding: SCHEDULE OF OPTIONS OUTSTANDING Weighted Average Exercise Options Options Remaining Price Outstanding Exercisable Contractual Life $ 0.115 - 26,802,500 18.870 For the year ended December 31, 2021, the following options were outstanding: Weighted Average Exercise Options Options Remaining Price Outstanding Exercisable Contractual Life $ 0.115 - 26,802,500 19.11 (D) Amendment to Articles of Incorporation On February 16, 2009, the Company amended its articles of incorporation to amend the number and class of shares the Company is authorized to issue as follows: ● Common stock Class A, unlimited ● Common stock Class B, unlimited ● Preferred stock, unlimited Effective December 17, 2013, the Company amended its articles of incorporation to designate a Series A no par value preferred stock. Two shares of Series A Preferred stock have been authorized. (E) Common Stock Issued for Debt On January 21, 2022, the Company issued 3,935,417 250,000 2,260 On January 31, 2022, the Company issued 4,569,059 250,000 42,877 On February 16, 2022, the Company issued 3,924,443 250,000 1,164 |