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 March 2, 2021, the Company issued 1,479,728 1,479,728 88,784 On May 4, 2021, the Company issued 1,479,728 1,479,728 88,784 On December 6, 2021, the Company issued 1,479,728 1,479,728 88,784 On February 15, 2022, the Company issued 7,398,639 shares of Common stock in connection with the exercise of 7,398,639 warrants for $ 443,918 On February 15, 2022, the Company issued 3,699,320 shares of Common stock in connection with the exercise of 3,699,320 warrants for $ 295,946 (B) Common Stock Issued for Services Shares issued for services as mentioned below were valued at the closing price of the stock on the date of grant. On September 3, 2021, the Company issued 3,000,000 242,100 0.0807 (C) Common Stock Warrants and Options On March 5, 2021, the Company issued 786,280 2,000,000 On March 2, 2021, the Company issued 1,479,728 1,479,728 88,784 On May 4, 2021, the Company issued 1,479,728 1,479,728 88,784 On December 6, 2021, the Company issued 1,479,728 1,479,728 88,784 On February 15, 2022, the Company issued 7,398,639 shares of Common stock in connection with the exercise of 7,398,639 warrants for $ 443,918 . On February 15, 2022, the Company issued 3,699,320 shares of Common stock in connection with the exercise of 3,699,320 warrants for $ 295,946 On April 11, 2022, the Company extended the expiration date of the warrant issued on May 28, 2015 to May 27, 2025. No additional expense was recorded due to rate difference being de minimis. 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. Options will be exercisable on January 25, 2021, and for a period of 7 years expiring on January 25, 2028 98,625 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 104,270 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 0.115 133,063 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 31,803 Expected dividends 0 % Expected volatility 125.19 % Expected term 6 Risk free interest rate 1.46 % Expected forfeitures 0 % Warrant activity for the years ended December 31, 2022 and 2021 are summarized as follows: SCHEDULE OF WARRANTS ACTIVITY Weighted Average Weighted Remaining Aggregate Warrants Number of Warrants Average Exercise Price Contractual Term (Years) Intrinsic Value Outstanding - December 31, 2020 49,120,917 $ 0.14 1.83 $ 3,013,010 Exercisable - December 31, 2020 49,120,917 $ 0.14 1.83 $ 3,013,010 Granted 8,500,000 $ 0.24 4.19 - Exercised (5,439,184 ) $ 0.06 4 - Cancelled/Forfeited (4,209,456 ) $ 0.07 - - Outstanding - December 31, 2021 48,972,279 $ 0.12 2.64 $ 1,248,452 Exercisable - December 31, 2021 48,972,279 $ 0.12 2.64 $ 1,248,452 Granted 16,785,714 $ 0.12 4.05 - Exercised (11,097,959 ) $ 0.07 - - Cancelled/Forfeited - $ - - - Outstanding - December 31, 2022 54,660,034 $ 0.13 3.04 $ 319,000 Exercisable - December 31, 2022 54,660,034 $ 0.13 3.04 $ 319,000 For the year ended December 31, 2022, the following warrants were outstanding: SCHEDULE OF WARRANTS OUTSTANDING Exercise Price Warrants Weighted Average Aggregate $ 0.001 11,000,000 3.43 $ 321,000 $ 0.04 2,300,000 3.75 $ - $ 0.08 3,699,320 0.18 $ - $ 0.2299 8,250,000 2.21 $ - $ 0.16 3,125,000 2.95 $ - $ 0.25 8,000,000 3.23 $ - $ 0.1160 500,000 2.52 $ - $ 0.12 12,500,000 4.05 $ - $ 0.14 4,285,714 4.05 $ - 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 $ - Options activity for the years ended December 31, 2022 and 2021 are summarized as follows: SCHEDULE OF OPTIONS ACTIVITY Options Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding - December 31, 2020 27,340,000 $ 0.12 22.60 $ - Exercisable - December 31, 2020 27,340,000 $ 0.12 22.60 $ - Granted 2,500,000 $ 0.13 6.07 - Exercised (2,200,000 ) $ 0.12 9.00 - Cancelled/Forfeited (837,500 ) $ 0.12 6.00 - Outstanding - December 31, 2021 26,802,500 $ 0.12 19.12 $ - Exercisable - December 31, 2021 26,802,500 $ 0.12 19.12 $ - Granted - $ - - - Exercised - $ - - - Cancelled/Forfeited (282,500 ) $ 0.12 5.00 - Outstanding - December 31, 2022 26,520,000 $ 0.12 18.27 $ - Exercisable - December 31, 2022 26,520,000 $ 0.12 18.27 $ - For the year ended December 31, 2022, the following options were outstanding: SCHEDULE OF OPTIONS OUTSTANDING Weighted Average Exercise Options Options Remaining Price Outstanding Exercisable Contractual Life (in Years) $ 0.115 - 26,520,000 18.52 For the year ended December 31, 2021, the following options were outstanding: Weighted Average Exercise Options Options Remaining Price Outstanding Exercisable Contractual Life (in Years) $ 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 no ● Common stock Class B, unlimited no ● Preferred stock, unlimited no Effective December 17, 2013, the Company amended its articles of incorporation to designate a Series A no (E) Common Stock Issued for Debt On October 11, 2022, the Company issued 2,907,240 100,000 1,753 On October 18, 2022, the Company issued 4,782,778 150,000 658 On October 26, 2022, the Company issued 5,487,951 150,000 370 On October 31, 2022, the Company issued 6,510,348 150,000 28,384 On November 1, 2022, the Company issued 9,236,212 250,000 301 On November 14, 2022, the Company issued 5,974,335 150,000 1,151 On November 17, 2022, the Company issued 5,935,350 150,000 164 As of November 17, 2022, the Company has satisfied all debentures to Yorkville Advisors. On September 26, 2022, the Company issued 3,605,259 150,000 2,863 On September 8, 2022, the Company issued 3,396,898 150,000 4,219 On August 18, 2022, the Company issued 4,325,913 200,000 7,644 On July 19, 2022, the Company issued 4,364,987 200,000 6,027 On June 30, 2022, the Company issued 3,401,877 150,000 3,425 On June 21, 2022, the Company issued 3,393,979 150,000 3,068 On June 14, 2022, the Company issued 2,902,922 100,000 60,822 On June 6, 2022, the Company issued 3,549,793 200,000 5,178 On May 17, 2022, the Company issued 3,628,325 200,000 5,726 On April 14, 2022, the Company issued 2,358,380 150,000 1,644 On April 29, 2022, the Company issued 4,272,417 250,000 5,918 On February 16, 2022, the Company issued 3,924,443 250,000 1,164 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 April 23, 2021, the Company issued 836,574 100,000 1,644 On April 26, 2021, the Company issued 2,063,391 250,000 3,178 On April 30, 2021, the Company issued 2,058,686 250,000 3,630 338,654 On June 7, 2021, the Company issued 2,431,506 200,000 25,644 On June 23, 2021, the Company issued 2,422,195 200,000 10,247 On July 6, 2021, the Company issued 2,343,919 200,000 7,671 On July 20, 2021, the Company issued 1,664,823 100,000 60,822 On July 29, 2021, the Company issued 3,101,546 200,000 11,836 On August 16, 2021, the Company issued 2,277,273 150,000 6,904 On August 23, 2021, the Company issued 3,454,203 200,000 11,397 On August 30, 2021, the Company issued 2,284,808 150,000 3,082 On September 8, 2021, the Company issued 4,311,269 250,000 6,521 On September 14, 2021, the Company issued 2,936,668 200,000 2,630 On September 20, 2021, the Company issued 4,138,369 250,000 4,095 On October 4, 2021, the Company issued 2,957,622 200,000 2,301 On October 12, 2021, the Company issued 4,205,118 250,000 5,671 On October 25, 2021, the Company issued 3,043,955 200,000 1,205 On October 28, 2021, the Company issued a 7-year option to purchase 750,000 0.0785 On November 10, 2021, the Company issued 3,528,221 200,000 5,342 On November 22, 2021, the Company issued 3,561,885 200,000 1,603 On December 6, 2021, the Company issued 5,175,822 250,000 1,027 On December 21, 2021, the Company issued 5,874,062 250,000 35,479 |