STOCKHOLDERS’ EQUITY | NOTE 5 - STOCKHOLDERS’ EQUITY On May 11, 2020, the Company completed an increase in the authorized shares of the Company’s stock to a total number of 10,015,000,000 ● Common Stock Class, par value $ 0.001 10,000,000,000 ● Preferred Stock Class, Series A, par value $ 0.01 15,000,000 The Company financials have been presented assuming that the increase in authorized was in effect from the first period presented. On October 1, 2021, the Company converted the Electrum Partners outstanding Convertible Promissory Note of $ 10,000 5,125,000 On November 8, 2021, the Company finalized a Supplemental agreement with the Series A Preferred shareholders to convert their holdings into common shares of the Company at $ 0.0125 Pursuant to the Preferred Shareholder’s Supplemental Agreement dated November 8, 2021 (the “Supplemental Agreement”) by and between the Company and holders of its Series A Preferred shares, under which holders of the Series A Preferred shares agreed to convert all of the Series A Preferred shares into common shares of the Company effective November 8, 2021, the Company has issued an aggregate of sixty ( 60 On November 8, 2021, the Company entered into subscription agreements with certain accredited investors for the sale of Sixteen Million ( 16,000,000 0.001 200,000 On November 9, the Company converted the $ 25,000 11,388,889 Preferred Stock Series A Convertible Preferred Stock The Company has designated 15,000,000 0.01 The stated value of each issued share of Series A Convertible Preferred Stock shall be deemed to be $ 1.00 The Series A Preferred Stock also had a “down-round” protection feature provided to the investors if the Company subsequently issued or sold any shares of common stock, stock options, or convertible securities at a price less than the conversion price of $ 1.00 0.00006 Upon any liquidation, dissolution or winding-up of the Company under Texas law, whether voluntary or involuntary, the holders of the shares of Series A Convertible Preferred Stock shall be paid an amount equal to the aggregate stated value of their shares of Series A Convertible Preferred Stock, before any payment shall be paid to the holders of common stock, or any other stock ranking on liquidation junior to the Series A Convertible Preferred Stock, an amount for each share of Series A Convertible Preferred Stock held by such holder equal to the sum of the Stated Value thereof. On August 27, 2021, the Company completed an initiative when it entered into a Modification Agreement (the “Modification”) in cooperation with the current Series A Preferred shareholders to modify their conversion privileges to align and support current management team initiatives and shareholder interests. The modification agreement provides the Preferred shareholders the ability to convert into common shares at a conversion price at the lower of $ 0.40 500,000 0.0125 During the year ended December 31, 2021, 750,000 60,000,000 738,000 As of December 31, 2022 and 2021, there were zero Common Stock Each common stock entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought. During the year ended December 31, 2022, the Company issued 117,280,154 ● 116,446,154 0.005 0.0065 600,000 ● 834,000 5,000 During the year ended December 31,2023, the Company issued 412,513,972 ● 172,230,769 0.001 0.000375 0.0065 524,769 ● 100,000,000 20,000 ● 31,250,000 325,000 ● 109,033,203 Private Placement On February 16, 2022 and March 16, 2022, the Company initiated a private placement offering for the sale of up to 150,000,000 0.006 900,000 0.005 On August 1, 2022, the Company initiated a private placement offering for the sale of up to 123,076,923 0.0065 0.013 800,000 153,846,154 1,000,000 200,000,000 1,300,000 0.013 As of December 31, 2023, and 2022, there were 3,105,704,056 2,693,190,084 Shares to be Issued During the year ended December 31, 2022, in connection to mentioned private placements offering in August and November 2022, the Company received $ 576,000 89,230,769 190,323,692 Stock Options On August 4, 2021, the Board has recognized the substantive efforts of Messrs. Leslie Bocskor, Benjamin Rote, and Dennis Forchic to sustain and support the Company over the past year without compensation while laying the foundation for the future. The Board has voted to formalize employment agreements with Messrs. Bocskor and Rote, and an advisory agreement with Mr. Forchic. Stock option agreements reflecting past contributions and incentives for the future have been issued to all three parties. Stock options plans were offered with an exercise price of $ 0.01 150 100 150 0.015 150 100 150 In addition, the Board, consisting of Directors Rick Gutshall and Lang Coleman, having not received any consideration over the past 2 years, will receive stock options of 5 0.01 10 0.01 During the year ended December 31, 2022, board members Keith Crouch and Michael Blicharski were each granted the option to purchase up to 10 20 0.01 Valuation The Company utilizes the Black-Scholes model to value its stock options. The Company utilized the following assumptions: SCHEDULE OF STOCK OPTIONS ASSUMPTIONS Year ended Year ended December 31, 2023 December 31, 2022 Expected term 2.66 5.50 0.06 0.50 Expected average volatility 180 203 % – 146 389 % Expected dividend yield - - Risk-free interest rate 0.67 3.79 % 0.07 0.27 % During the year ended December 31, 2021, the Company granted 820,000,000 8,004,855 5,728,701 5,631,014 2,276,154 2,276,154 820,000,000 210,000 During the year ended December 31, 2022, board members Keith Crouch and Michael Blicharski were each granted the option to purchase up to 10 20 0.01 On December 20, 2022, the Company entered into a consulting agreement for general business strategy for the period of one year and a stock option agreement for compensation of services which were granted the option to purchase up to 14 0.01 Such options will vest quarterly on March 30,2023, June 30,2023 and balance on December 20,2022, with the first quarter vesting upon the grant date. During the year ended December 31, 2022, the Company recognized stock option expense of $ 2,436,926 2,420,730 96,777 48,188 854,000,000 0 The following is a summary of stock option activity during the year ended December 31, 2023: SCHEDULE OF STOCK OPTION Options Outstanding Weighted Average Number of Weighted Average Remaining life Fair value Options Exercise Price (years) on Grant Date Outstanding, December 31, 2020 - $ - - $ - Granted 820,000,000 0.012 10.00 8,004,855 Exercised - - - - Forfeited/canceled - - - - Outstanding, December 31, 2021 820,000,000 $ 0.012 9.60 $ 8,004,855 Granted 34,000,000 0.010 7.95 256,032 Exercised - - - - Forfeited/canceled - - - - Outstanding, December 31, 2022 854,000,000 $ 0.010 8.77 $ 8,260,887 Granted 170,000,000 0.012 7.09 460,820 Exercised - - - - Forfeited/canceled - - - - Outstanding, December 31, 2023 1,024,000,000 0.012 7.09 # $ 8,721,707 Exercisable options, December 31, 2023 1,024,000,000 $ 0.012 7.09 $ 8,721,707 Warrants As part of the February 16, 2022 private placement, the Company granted warrants, which provides the option to purchase one common share for each common share purchased. The warrants issued have an exercise price of $ 0.01 five years 104,600,000 As part of the August 12, 2022 private placement, the Company granted warrants, which provides the option to purchase one common share for each common share purchased. The warrants issued have an exercise price of $ 0.013 five years 11,846,154 The following is a summary of warrant activity during the year ended December 31, 2023: SCHEDULE OF WARRANTS ACTIVITY Warrants Outstanding Weighted Average Number of Weighted Average Remaining life Fair value Warrants Exercise Price (years) on Grant Date Outstanding, December 31, 2021 - $ - - - Granted 116,446,154 0.01 5.00 $ 726,662 Exercised - - - Forfeited/canceled - - - Outstanding, December 31, 2022 116,446,154 $ 0.01 4.38 $ 726,662 Granted 644,557,692 0.01 5.00 3,402,881 Exercised - - Forfeited/canceled - - Outstanding, December, 2023 761,003,846 $ 0.007 4.33 $ 4,129,543 The intrinsic value of the warrant outstanding as of December 31, 2023 is $ 0.007 |