Equity | Note 8. Equity Preferred shares We are authorized to issue 4,999,000 Series A On March 26, 2020, the Company designated 1,000 shares of its original 5,000,000 authorized shares of Preferred Stock as Series A Preferred Stock (“Series A”) with a $0.001 par value. Each Series A Preferred share entitles the holder to vote on all matters submitted to a vote of the Company’s shareholders or with respect to actions that may be taken by written consent. The 1,000 shares of Series A shares have the voting power of 250% of the outstanding common shares at the time of any vote. The holders of the Series A shares are entitled to receive, when, as and if declared by the Board of Directors out of funds legally available, annual dividends payable in cash on the 31st day of December in each year, commencing on December 31, 2020 at the rate of $0.10 per share per year. As part of the recapitalization, the 1,000 shares were converted into 1,000 common shares. On March 30, 2022 the Company reduced its authorized preferred shares from 5,000,000 4,999,000 Series B On July 19, 2022, the Company designated 1,000,000 5,000,000 0.001 8 65 25 During the year ended December 31, 2022, the Company entered into purchase agreements for the sale of 212,500 11,250 201,250 6,190 205,226 7,274 On January 25, 2023, the Company redeemed the Preferred B shares and paid to the holder a total of $ 270,549 212,500 6,190 51,859 Common shares The Company has authorized 950,000,000 0.001 390,437,459 On March 30, 2022 the Company increased its authorized common shares from 500,000,000 to 950,000,000 During the year ended December 31, 2022, the Company issued 1,696,394 616,015 300,000 During the year ended December 31, 2022, the Company amortized $ 44,875 0 During the year ended December 31, 2022, the Company issued 4,000,000 318,000 50,000 During the year ended December 31, 2022, the Company had 13,889 On September 19, 2022, the Company entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) with Alumni Capital LP, a Delaware limited partnership (“Alumni Capital”), pursuant to which the Company agreed to sell, and Alumni Capital agreed to purchase, upon request of the Company in one or more transactions, a number of shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) providing aggregate gross proceeds to the Company of up to $ 15,000,000 Among other limitations, unless otherwise agreed upon by Alumni Capital, each sale of shares will be limited to 50,000 In exchange for Alumni Capital entering into the Purchase Agreement, the Company issued 2,521,008 The Purchase Agreement provides that the Company will file a registration statement under the Securities Act covering the resale of the shares issued to Alumni Capital. Alumni Capital’s obligation to purchase shares of Common Stock under the Purchase Agreement is conditioned upon, among other things, the registration statement having been declared effective by the Securities and Exchange Commission. As of December 31, 2023, no shares have been sold or issued to Alumni Capital pursuant to the Purchase Agreement other than the 2,521,008 0.105 264,706 On March 30, 2023, the Company entered into a settlement agreement with a previous note holder for settlement of outstanding claims of a note payable that had been paid in full previously. Per the terms of the settlement agreement, the Company issued 250,000 9,975 Stock Options During the year ended December 31, 2023, the Company granted to each of Charlie Faulkner and Simon Wajcenberg, the Chief Executive Officer and Chief Financial Officer of the Company, respectively, options to purchase up to 77,000,000 4,814,035 During the year ended December 31, 2022, the Company issued a stock option grant to purchase up to 85,907,990 24,219,306 1,236,487 During the year ended December 31, 2022, the Company issued a stock option grant to purchase up to 153,239,206 As of December 31, 2023, the Company has $ 22,529,707 21,679,711 0 The following table summarizes the stock option activity for the years ended December 31, 2023 and 2022: Schedule of stock option activity Options Weighted-Average Exercise Price Per Share Outstanding, December 31, 2021 137,473 $ 0.00 Granted 239,147,196 0.21 Exercised – – Forfeited – – Expired – – Outstanding, December 31, 2022 239,284,669 $ 0.21 Granted 154,000,000 0.04 Exercised – – Forfeited – – Expired – – Outstanding, December 31, 2023 393,284,669 $ 0.09 As of December 31, 2023, the Company had 85,907,990 137,473 0 302 Stock Warrants Pursuant to the reverse merger transaction, the 11,515,714 During the year ended December 31, 2022, the Company had 2,285,714 The following table summarizes the stock warrant activity for the year ended December 31, 2023 and 2022: Schedule of stock warrant activity Warrants Weighted-Average Exercise Price Per Share Outstanding, December 31, 2021 300,000 $ 0.63 Granted 10,372,857 0.45 Exercised 1,142,857 0.04 Forfeited (2,285,714 ) 0.04 Expired – – Outstanding, December 31, 2022 9,530,000 $ 0.50 Granted – – Recapitalization – – Exercised – – Forfeited – – Expired – – Outstanding, December 31, 2023 9,530,000 $ 0.50 |