Capital Stock | 8. Capital Stock Common Stock On March 13, 2023, we amended our Articles of Incorporation to increase the total number of authorized common shares from fifty million ( 50,000,000 500,000,000 0.00001 In 2022, we discovered an error whereby we previously reported our par value as $0.0001 per share. In accordance with Staff Accounting Bulletin (“SAB”) 99, Materiality, and SAB 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, we evaluated the materiality of the error from qualitative and quantitative perspectives, and concluded that the error was immaterial to the Balance Sheet as of December 31, 2021 and Statement of Operations, Changes in Stockholders’ Equity (Deficit), and Cash Flows for the year ended December 31, 2021. We have corrected this error by making an out-of-period adjustment as of December 31, 2022, reducing Balance Sheet accounts for both Common Stock and Common Stock to be Issued, and increasing the Balance Sheet account Additional Paid-In Capital. Share Activity The following share activity took place during the six-month periods ended June 30, 2024: Schedule of share activity Shares Issued Shares to be Issued Amount Recorded during Six Months Ended June 30, 2024 Private Placement Memoranda: January 5, 2023, including warrant 250,000 – $ 25,000 April 13, 2023 – 1,000,000 25,000 Subtotal 250,000 1,000,000 $ 50,000 Shares for services: Bonus shares 100,000 250,000 $ 22,750 Stock awards 1,000,000 916,667 275,000 Independent Contractor Agreement 2,100,000 – 142,800 Igala/Waterford Agreements 800,000 – 72,000 SRAX Agreement – 1,850,559 50,000 Subtotal 4,000,000 3,017,226 $ 562,550 Debt Modification shares 1,000,000 $ 110,000 Share cancellations (2,145,000 ) Total 3,105,000 4,017,226 $ 722,550 In addition to the 4,017,226 Shares to be Issued shown above, there are the following shares still to be issued resulting from 2022 transactions: (a) 600,000 24,000 Private Placement Agreements On January 5, 2023, we entered into a Private Placement Subscription Agreement (“PPM”) with a third party (the “Subscriber”) under which the Subscriber agreed to purchase 250,000 25,000 12,500 On April 13, 2023, we entered into a Private Placement Subscription Agreement (“PPM”) with a third party (the “Subscriber”) under which the Subscriber agreed to purchase 1,000,000 25,000 Shares for Services Bonus shares On April 21, 2023, our Board of Directors authorized bonuses totaling 350,000 250,000 100,000 Employment Agreement Shares During the six months ended June 30, 2023, we issued 500,000 916,667 500,000 416,667 275,000 Share Cancellations In February 2023, four stockholders agreed to cancel a total of 2,145,000 Prior Year Share Activity During the six months ended June 30, 2022 the following share activity took place (a) in connection with the issuance of the Convertible Promissory Note described in Note 6, we were committed to issue 1,320,000 2,000,000 2020 Stock Incentive Plan Effective June 20, 2020, our Board of Directors adopted the 2020 Stock Incentive Plan (the “Plan”) authorizing a total of 2,500,000 Stock Options On June 20, 2020, we granted options to purchase 100,000 The fair value of each stock option was estimated on the date of grant using the Black-Scholes option pricing model and resulted in a de minimis valuation. The assumptions used in determining the fair value of the stock options were as follows: Schedule of fair value of stock options assumptions Year Ended December 31, 2020 Expected term in years 5 years Risk-free interest rate 0.33 Annual expected volatility 38.3 Dividend yield 0.00 Risk-free interest rate: Volatility: Dividend yield: Remaining term: Activity related to stock options through June 30, 2024 is as follows: Schedule of option activity Shares Weighted Weighted Aggregate Outstanding, January 1, 2020 – – Granted during 2020 300,000 $ 0.01 – 300,000 0.01 Outstanding, December 31, 2021 300,000 $ 0.01 Outstanding, December 31, 2022 300,000 $ 0.01 Outstanding, December 31, 2023 300,000 $ 0.01 Outstanding, June 30, 2024 300,000 0.01 Exercisable, end of period 300,000 $ 0.01 2.0 $ 0 Warrants In connection with the transaction with the third-party lender discussed in Note 6, we issued the lender a three-year warrant to purchase 750,000 1.00 117,161 244,450 In connection with the PPM, we issued the Subscriber a three-year warrant to purchase 250,000 The assumptions used in determining the fair value of the PPM warrant were as follows: Schedule of fair value of warrants assumptions Expected term in years 3 Risk-free interest rate 4.18 Annual expected volatility 1,237.9 Dividend yield 0.00 Risk-free interest rate: Volatility: Dividend yield: Remaining term: Activity related to the warrants for the six months ended June 30, 2024 is as follows: Schedule of warrant activity Shares Weighted Weighted Aggregate Outstanding, December 31, 2023 1,000,000 $ 0.0625 Granted during six months ended June 30, 2024 0 0 Outstanding, June 30, 2024 1,000,000 $ 0.0625 Exercisable, end of period 1,000,000 $ 0.0625 3.3 $ 0 |