Commitments | Note 5 – Commitments Employment Agreements – Related Parties On September 13, 2021, the Company entered into an employment agreement with its President, effective October 1, 2021. The initial term of the agreement is through October 1, 2024, at an annual salary of $120,000. An annual salary will increase to $350,000 upon Company’s common stock listed from OTC Markets-Pink Sheets to NASDAQ (the “Uplist”) or becoming a publicly traded Company. In addition, for each calendar year ending during the term of the agreement, the employee is eligible to receive an annual bonus with a target amount equal to 55% of the base salary earned by the employee. The employee is also entitled to a performance bonus of $100,000 if the Company merges with public Company or if the stock becomes public and trading on a public exchange or if the employee arranges for a documentary to be produced based on the Company, which is schedule to be released on television, streaming, or otherwise widely distributed. The employee was also granted 24,016,010 shares of the Company’s stock at the beginning of employment. The Company valued these shares at $0.0001/share with a fair value of $1,600. During the employment period, the employee is also entitled to a guaranteed annual bonus for $100,000 for the first year of employment and $350,000 for each of the second and third year of employment. The guaranteed bonus is to be paid on a semi-annual basis with the first payment due six months from the date of the agreement. Effective November 16, 2021, and until March 31, 2022, the Company held off on paying and accruing any payroll. On June 21, 2022, the Company amended the agreement for the performance bonus. The employee is entitled a bonus of $100,000 if the Company merges with public Company and $100,000 if a documentary is produced on a television network. The company is also to reimburse the employee for any and all related federal, state and local taxes for the Company. For the six months ended June 30, 2022, the employee received a compensation of $308,076 and accrued compensation of $107,500 (See Note 6). On September 13, 2021, the Company entered into an employment agreement with its Chief Financial Officer, effective October 1, 2021. The initial term of the agreement is through October 1, 2024, at an annual salary of $120,000. An annual salary will increase to $220,000 upon Company’s common stock listed from OTC Markets-Pink Sheets to NASDAQ (the “Uplist”) or becoming a publicly traded Company. In addition, for each calendar year ending during the term of the agreement, the employee is eligible to receive an annual bonus with a target amount equal to 55% of the base salary earned by the employee. The employee was also granted 1,350,901 shares of the Company’s stock at the beginning of employment. The Company valued these shares at $0.0001/share with a fair value of $900. During the employment period, the employee is also entitled to a guaranteed annual bonus for $100,000 for the first year of employment and $350,000 for each of the second and third year of employment. The guaranteed bonus is to be paid on a semi-annual basis with the first payment due six months from the date of the agreement. Effective November 16, 2021, and until March 31, 2022, the Company held off on paying and accruing any payroll. As of April 1, 2022, employee monthly salary is reduced to $5,000 per month. For the six months ended June 30, 2022, the employee received a compensation of $15,000 and accrued compensation of $50,000 (See Note 6). Employment Agreements On September 15 , 2021, the Company entered into an employment agreement with an employee at an annual salary of $120,000 effective October 1, 2021. Starting January 1, 2022 the annual salary became $60,000. In addition, for each calendar year ending during the term of the agreement, the employee is eligible upon the Company’s discretion an annual bonus equal to 5% of the base salary. Effective November 16, 2021, and until March 31, 2022, the Company held off on paying and accruing any payroll. The employee will also be granted 375,000 shares of the Company’s stock upon Company up list or becoming a publicly traded Company. In April 2022, the Company issued 562,875 pro-rata shares of common stock for consideration of $656,250 consisting of services rendered. The Company valued these shares at $1.75/share (See Note 4). For the six months ended June 30, 2022, the employee received a compensation of $15,000. Consulting Agreement – Related Party On October 1, 2021, the Company entered into a consulting agreement with its Chief Operating Officer to provide consulting services and operation duties. The agreement will continue, until either party terminates, at a monthly project fee of $5,000. The consultant will also receive 1.5% of the funding as compensation for his role in raising funds for company after Company receives $5,000,000 in funding that results from consultants efforts. The consultant is also eligible to receive 60,090 shares of Common stock in 180 days upon the execution of the agreement and an additional 40,000 shares of Common Stock one year after entering the consulting agreement. Effective November 2021, and until March 31, 2022, the Company held off on paying and accruing any payroll. In March 2022, the Company issued 90,000 shares of common stock for consideration of $105,000 consisting of services rendered. The Company valued these shares at $1.75/share (See Notes 4 and 6). Consulting Agreements Effective as of April 26, 2021, the Company entered into a Consulting Agreement with Benchmark Capital, LLC, a limited liability company formed under the laws of New Jersey (“Benchmark”). Pursuant to this agreement, Benchmark was engaged as a consultant to the Company, to assist with all filing requirements with the SEC. The term of the agreement is month-to-month; provided, however On September 13, 2021, the Company entered into a consulting agreement to provide research and development services, effective October 1, 2021. The agreement will continue, until either party terminates, at a monthly project fee of $10,000. The consultant is also eligible to receive 375,000 shares of Common stock upon Company becoming public. In April 2022, the Company issued 562,875 pro-rata shares of common stock for consideration of $656,250 consisting of services rendered. The Company valued these shares at $1.75/share (See Note 4). For the three and six months ended June 30, 2022, the Company expensed $30,000 as a component of general and administrative expenses in the statements of operations. On October 1, 2021, the Company entered into a consulting agreement with its Chief Investment Officer to raise capital and investor relations. The agreement will continue, until either party terminates, at a monthly project fee of $5,000. The consultant will also receive 1.5% of the funding as compensation for his role in raising funds for company after Company receives $5,000,000 or more in funds that results from consultants efforts. The consultant is also eligible to receive 60,000 shares of Common stock 180 days upon the execution of the agreement, and additional 40,000 shares of Common Stock upon 360 days. Effective November 2021, and until March 31, 2022, the Company held off on paying and accruing any payroll. In March 2022, the Company issued 90,000 shares of common stock for consideration of $105,000 consisting of services rendered. The Company valued these shares at $1.75/share (See Note 4). On October 1, 2021, the Company entered into a consulting agreement to serve as a VP of Health and Education and to provide services in health and education awareness, sales and marking development. The agreement has a one-year term. The Consultant is to receive 20,000 shares of company stock upon Company merging or becoming public. In April 2022, the Company issued 30,020 pro-rata shares of common stock for consideration of $35,000 consisting of services rendered. The Company valued these shares at $1.75/share (See Note 4). In Addition, on April 1, 2022, the Company entered into a service agreement, the agreement will continue, until either party terminates, at a monthly project fee of $5,000. On October 1, 2021, the Company entered into a consulting agreement to provide advisory services. The agreement has a term of eighteen months from the effective date. The agreement can be terminated at any time. The consultant is to receive 300,000 shares of company stock upon Company merging or becoming public. In April 2022, the Company issued 450,300 pro-rata shares of common stock for consideration of $525,000 consisting of services rendered. The Company valued these shares at $1.75/share (See Note 4). On October 1, 2021, the Company entered into a consulting agreement to provide sales and advisory services. The agreement has a one-year term. The consultant is to receive 50,000 shares of company stock. In Addition, on April 1, 2022, the Company entered into a six-month service agreement at a monthly project fee of $5,000. In April 2022, the Company issued 75,050 pro-rata shares of common stock for consideration of $87,500 consisting of services rendered. The Company valued these shares at $1.75/share (See Note 4). Pursuant to the consulting agreement, which includes a performance provision as well as a provision that the consultant must be employed as a condition of vesting the consideration, $52,500 was recorded as a prepaid expense. On October 1, 2021, the Company entered into a consulting agreement to provide public relations services on capital raising and investor relations. The agreement has an eighteen-month term. The consultant is to receive 400,000 shares of company stock upon Company merging or becoming public. In April 2022, the Company issued 600,400 pro-rata shares of common stock for consideration of $700,000 consisting of services rendered. The Company valued these shares at $1.75/share (See Note 4). Pursuant to the consulting agreement, which includes a performance provision as well as a provision that the consultant must be employed as a condition of vesting the consideration, $350,000 was recorded as a prepaid expense. On October 1, 2021, the Company entered into a consulting agreement to provide advisory services and consulting services. The agreement has an eight-month term. The consultant is to receive 200,000 shares of company stock per share upon Company merging or becoming public In April 2022, the Company issued 300,200 pro-rata shares of common stock for consideration of $350,000 consisting of services rendered and recorded as prepaid compensation. The Company valued these shares at $1.75/share (See Note 4). On October 1, 2021, the Company entered into a consulting agreement to provide legal services. The consultant is to receive 10,000 shares of company stock per share upon Company merging or becoming public. In April 2022, the Company issued 15,010 pro-rata shares of common stock for consideration of $17,500 consisting of services rendered. The Company valued these shares at $1.75/share (See Note 4). On October 1, 2021, the Company entered into a consulting agreement to provide marketing and advertising services. The agreement has a one-year term. The consultant is to receive 20,000 shares of company stock upon Company merging or becoming public. In addition, on April 1, 2022, the Company entered into a six-month service agreement at a monthly project fee of $5,000. In April 2022, the Company issued 30,020 pro-rata shares of common stock for consideration of $35,000 consisting of services rendered recorded as prepaid compensation. The Company valued these shares at $1.75/share (See Note 4). The agreement was terminated on July 31, 2022. Fee Sharing Agreement On May 3, 2022, the Company entered into a fee sharing agreement with a consultant. The Company will pay the consultant 6% of the price of the products sold originated by the consultant. Research and Development Agreement On September 27, 2021, the Company entered into research and development agreement to further advance, develop and commercialize certain technologies and treatments. The Company will pay developmental and regulatory milestone payments as incurred. Operating Lease Agreements The Company executed a sub-lease for the period from May 5, 2022, through November 30, 2023. Operating lease assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. The operating lease right-of-use (ROU) asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred, if any. In calculating the present value of the revised lease payments, the Company elected to utilize its incremental borrowing rate based on the lease terms as of the May 3, 2022. This rate was determined to be 10%, and the Company determined the initial present value, at inception, of $118,891. The Company is required to make payments of $6,479 per month for year one (May 2022 – October 2022) and $6,829 per month for year two (November 2022 – November 2023) as follows for the years ended December 31. For the three and six months ended June 30, 2022, the Company had a rent expense of $14,127 and $14,127, respectively. The Company also paid a security deposit of $20,487. The future minimum payments are as follows: 2022 $ 39,574 2023 75,119 Total $ 114,693 On July 1, 2014, the Company entered into a five-year non-cancelable operating lease with a related party for its store space in Paulsboro, NJ, at a monthly rate of $500. On September 21, 2015, the Company executed the lease and opened the delicatessen on October 14, 2015. On December 29, 2015, the Company signed an addendum to the lease, which provided that the lease agreement would commence 30 days after the opening of the delicatessen. The delicatessen opened on October 14, 2015, and the first payments would have been due on November 15, 2015, however, since the delicatessen was not fully functioning, the first monthly rent payment was not due until January 1, 2016. On August 12, 2019, the Company was granted a two-year extension of the lease. On March 22, 2021, the Company was granted an additional two-year extension of the lease (See Note 6). The Company accounts for the lease in accordance with ASC Topic 842, “Leases”. For the three and six months ended June 30, 2022, the Company had a rent expense of $1,500 and $1,500, respectively. The transactions have been recorded as discontinued operations as of June 30, 2022. Operating lease assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. The operating lease right-of-use (ROU) asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred, if any. In calculating the present value of the revised lease payments, the Company elected to utilize its incremental borrowing rate based on the revised lease terms as of the March 22, 2021, re-measurement date. This rate was determined to be 10%, and the Company determined the initial present value, at inception, of $10,569. The lease expense is recognized over the expected term on a straight-line basis. Operating leases are recognized on the balance sheet as operating lease assets, current operating lease liabilities and non-current operating lease liabilities. Supplemental consolidated balance sheet information related to leases was as follows: June 30, (Unaudited) Operating lease assets - right of use $ 106,866 Lease liability is summarized below: Lease Liability $ 108,035 Less: operating lease liability, current (74,562 ) Long term operating lease liability $ 33,473 Maturities of lease liabilities at June 30, 2022 are as follows: 2022 $ 39,574 2023 75,119 Total lease liability 114,693 Less: present value discount (6,658 ) Total lease liability $ 108,035 Supplemental disclosures of cash flow information related to leases were as follows: For the (Unaudited) Cash paid for operating lease liabilities $ 14,127 For the three and six months ended June 30, 2022, the total lease costs were $14,127 and $14,127, respectively. The Company did not incur any variable lease cost for both periods. |