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 All unexercised warrants are now expired. 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 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 December 26, 2023, the Company issued 5,000,000 225,000 0.045 (C) Common Stock Warrants and Options On February 16, 2023, the Company issued 2,434,211 2,500,000 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 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 December 13, 2023 the Company issued a 10-year option to purchase 10,00,000 0.04 260,000 260,000 SCHEDULE OF OPTION ASSUMPTION Expected dividends 0 % Expected volatility 133.30 % Expected term 5 Risk free interest rate 4.00 % Expected forfeitures 0 % On December 13, 2023, the Company issued a 5-year option to purchase 6,000,000 0.04 162,000 Options vest 20% on the grant date, 20% will vest on the second anniversary, 20% will vest on the third-year anniversary, 20% will vest on the fourth year anniversary as long as the employee remains with the Company at the end of each successive year for four years. Options will be exercisable on December 31, 2023, and for a period of 10 years expiring on December 13, 2033. 32,400 Expected dividends 0 % Expected volatility 133.30 % Expected term 6.25 Risk free interest rate 4.04 % Expected forfeitures 0 % On December 13, 2023, the Company issued a 5-year option to purchase 4,000,000 0.04 108,000 Options vest 20% on the grant date, 20% will vest on the second anniversary, 20% will vest on the third-year anniversary, 20% will vest on the fourth year anniversary as long as the employee remains with the Company at the end of each successive year for four years. Options will be exercisable on December 31, 2023, and for a period of 10 years expiring on December 13, 2033. 21,600 Expected dividends 0 % Expected volatility 133.30 % Expected term 6.25 Risk free interest rate 4.04 % Expected forfeitures 0 % 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. 93,752 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. 26,594 Expected dividends 0 % Expected volatility 125.19 % Expected term 6 Risk free interest rate 1.46 % Expected forfeitures 0 % Warrant activity as of December 31, 2023 is summarized as follows: SCHEDULE OF WARRANTS ACTIVITY Warrants Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value 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 Granted 20,000,000 $ 0.04 8.96 - Exercised (2,500,000 ) $ 0.001 - - Cancelled/Forfeited (4,824,320 ) $ 0.11 - - Outstanding – December 31, 2023 67,335,714 $ 0.12 3.89 $ 331,500 Exercisable – December 31, 2023 67,335,714 $ 0.12 3.89 $ 331,500 As of December 31, 2023, the following warrants were outstanding: SCHEDULE OF WARRANTS OUTSTANDING Exercise Price Warrants Outstanding Warrants Exercisable Weighted Average Remaining Contractual Life Aggregate Intrinsic Value $ 0.001 8,500,000 2.14 $ 331,500 $ 0.04 2,300,000 2.75 $ - $ 0.056 1,000,000 1.52 $ - $ 0.2299 7,125,000 1.27 $ - $ 0.16 3,125,000 1.95 $ - $ 0.25 8,000,000 2.23 $ - $ 0.1160 500,000 1.52 $ - $ 0.12 12,500,000 3.05 $ - $ 0.14 4,285,714 3.05 $ - $ 0.04 4,000,000 9.95 $ - $ 0.04 6,000,000 9.95 $ - $ 0.04 10,000,000 9.95 $ - 67,335,714 $ 331,500 For the year ended December 31, 2022, the following warrants were outstanding: Exercise Price Warrants Outstanding Warrants Exercisable Weighted Average Remaining Contractual Life Aggregate Intrinsic Value $ 0.001 11,000,000 3.43 $ 321,000 $ 0.04 2,300,000 3.75 $ - $ 0.056 1,000,000 2.02 $ - $ 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 $ - 54,660,034 $ 321,000 Options activity as of December 31, 2023 is 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, 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 $ - Granted - $ - - - Exercised - $ - - - Cancelled/Forfeited - $ - - - Outstanding – December 31, 2023 26,520,000 $ 0.12 17.27 $ - Exercisable – December 31, 2023 26,520,000 $ 0.12 17.27 $ - For the year ended December 31, 2023, the following options were outstanding: SCHEDULE OF OPTIONS OUTSTANDING Exercise Price Options Outstanding Options Exercisable Weighted Average Remaining Contractual Life (in Years) $ 0.115 26,520,000 26,520,000 17.27 For the year ended December 31, 2022, the following options were outstanding: Exercise Price Options Outstanding Options Exercisable Weighted Average Remaining Contractual Life (in Years) $ 0.115 26,520,000 26,520,000 18.52 (C) 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 Two (D) Common Stock Issued for Debt As of November 17, 2022, the Company has satisfied all debentures to Yorkville Advisors. On November 17, 2022, the Company issued 5,935,350 150,000 164 On November 14, 2022, the Company issued 5,974,335 150,000 1,151 On November 1, 2022, the Company issued 9,236,212 250,000 301 On October 31, 2022, the Company issued 6,510,348 150,000 28,384 On October 26, 2022, the Company issued 5,487,951 150,000 370 On October 18, 2022, the Company issued 4,782,778 150,000 658 On October 11, 2022, the Company issued 2,907,240 100,000 1,753 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 |