STOCKHOLDERS’ EQUITY (DEFICIT) | NOTE 11 – STOCKHOLDERS’ EQUITY (DEFICIT) The Company’s equity at September 30, 2024 consisted of 150,000,000 2,010,000 0.001 , there were 89,006,719 86,006,719 79,658,165 76,658,165 As of September 30, 2024, there were 117,000 1,000 3,100 17,000 As of December 31, 2023, there were 28,000 1,000 3,100 17,000 Equity Incentive Plans 2022 Equity Incentive Plan On December 1, 2022, the Company’s Board of Directors approved a 2022 Equity Incentive Plan (the “2022 Plan”). Pursuant to the 2022 Plan, the Company has reserved a total of 5,000,000 2,150,000 2,150,000 2020 Equity Incentive Plan On August 26, 2020, the Company’s Board of Directors approved the 2020 Equity Incentive Plan (the “2020 Plan”). The Company has reserved a total of 3,000,000 1,700,000 2019 Equity Incentive Plan On February 11, 2019, the Company’s Board of Directors approved a 2019 Equity Incentive Plan (the “2019 Plan”). In order for the 2019 Plan to grant “qualified stock options” to employees, it required approval by the Corporation’s shareholders within 12 months from the date of the 2019 Plan. The 2019 Plan was never approved by the shareholders. Therefore, any options granted under the 2019 Plan prior to shareholder approval will be “non-qualified”. Pursuant to the 2019 Plan, the Company has reserved a total of 3,000,000 2,150,000 Activity during the nine months ended September 30, 2024 During the nine months ended September 30, 2024, the Company issued 4,702,595 317,419 During the nine months ended September 30, 2024, the Company issued 1,223,776 During the nine months ended September 30, 2024, the Company issued 2,484,832 During the nine months ended September 30, 2024, the Company issued 550,000 47,415 During the nine months ended September 30, 2024, the Company issued 387,351 Activity during the nine months ended September 30, 2023 During the nine months ended September 30, 2023, the Company issued 2,200,000 152,000 During the nine months ended September 30, 2023, the Company issued 20,000,000 1,800,000 During the nine months ended September 30, 2023, the Company issued 8,928,435 During the nine months ended September 30, 2023, the Company issued 267,310 During the nine months ended September 30, 2023, the Company issued 500,000 50,000 Preferred Stock On November 6, 2019, the Company authorized and issued 1,000 350,000 500,000 293,500 The holder can convert the Series B into shares of common stock at a discount of 35% to the market price. The terms and conditions of the Series B include an in-kind accrual feature, which provides for a cumulative accrual at a rate of 12% 1,212,822 The Securities Purchase Agreement (“SPA”) states that the in-kind accrual rate should be increased by10% per annum upon each occurrence of an event of default. In addition, the SPA further states that the conversion price initially set at a discount of 35% to the market price should be further increased by an additional 10% upon each occurrence of an event of default. At the date of their Annual Report, CleanSpark claims that the Company was in default in three instances triggering further discount to the market price for the conversion feature and additional accrual rate. Management has recorded for this additional default and interest expense as noted in the previous paragraph. The Company has not been served with any notice of default stating the specific default events but will continue to accrue the additional default interest until the matter is resolved. As of the date of the filing of this Annual Report, the parties are cooperating to resolve this matter. During the nine months ended September 30, 2024, the Company issued 89,000 8,900,000 556,250 On June 2, 2023, the Company authorized and issued 10,000 3,100 310,000 310,000 The terms and conditions of the Series C include an in-kind accrual feature, which provides for a cumulative accrual at a rate of 12% 60,003 94,827 The Securities Purchase Agreement (“SPA”) states that the in-kind accrual rate should be increased by 8% per annum upon each occurrence of an event of default. Concurrently with this SPA, the Company entered into a Warrant Inducement Agreement (“Inducement”). Previously, on July 26, 2021, the Company entered into a Warrant Purchase Agreement with Bigger Capital Fund, LP where the Company issued common stock purchase warrants at an exercise price of $ 0.68 1,240,000 0.07 2,740,000 0.07 123,896 In October 2023, the Company filed and adopted a Certificate of Designations, Preferences and Rights of the Series D Convertible Preferred Stock (the “Certificate of Designations”) with the Wyoming Secretary of State, authorizing the issuance of up to 20,000 0.001 100.00 The Series D Preferred Stock has no stated maturity and is subject to a mandatory redemption at 110% of the Stated Value, plus all unpaid dividends in respect of such share (the “Additional Amount”) thereon. The Series D Preferred Stock ranks senior with respect to the preferences as to dividends, distributions and payments upon the liquidation, dissolution and winding up of the Company to all other shares of capital stock of the Company, including all other outstanding shares of preferred stock as of the filing date of the Certificate of Designations, except, however, the Series D Preferred Stock is subordinate to the series of preferred stock of the Company designated as “Series C Convertible Preferred Stock.” The Company shall be permitted to issue capital stock, including preferred stock, that is junior in rank to the Series D Preferred Stock with respect to the preferences as to dividends, distributions and payments upon the liquidation, dissolution and winding up of the Company. Holders of shares of Series D Preferred Stock are entitled to receive, on each dividend payment date, (i) cumulative cash dividends on each share of Series D Preferred Stock, on a quarterly basis, at a rate of 12% per annum of the Stated Value, plus the Additional Amount thereon, and (ii) dividends in the form of shares of common stock on each share of Series D Preferred Stock, on a quarterly basis, at a rate of 8% per annum on the Stated Value. At any time after the earlier of (i) a Qualified Offering (as defined below) or (ii) the date that is 18 months from the date the first share of Series D Preferred Stock is issued to any holder thereof, each holder of Series D Preferred Stock shall be entitled to convert any portion of the outstanding Series D Preferred Stock, including any Additional Amount, held by such holder into shares of common stock at the Conversion Price (as defined below) by following the mechanics of conversion set forth in the Certificate of Designations. The amount of shares of common stock issuable upon a conversion for each Series D Preferred Stock shall be the Stated Value of such share plus the Additional Amount divided by the Conversion Price (as defined below). The “Conversion Price” for each Series D Preferred Stock is, the lower of the price per share at which a Qualified Offering (as defined below) is made (the “Qualified Offering Price”) or 80% of the average of the closing sale price for the 10 consecutive trading days immediately preceding, but not including, the effective date of the applicable conversion notice. During the year ended December 31, 2023, the Company converted $ 1,414,338 171,825 17,000 Warrants A summary of the Company’s warrant activity during the nine months ended September 30, 2024, is presented below: SCHEDULE OF WARRANTS ACTIVITY Number of Weighted Weighted Contract Outstanding at December 31, 2023 38,107,500 $ 0.16 4.17 Granted - - - Exercised - - - Forfeited-Canceled - - - Outstanding at September 30, 2024 38,107,500 $ 0.16 3.67 Exercisable at September 30, 2024 38,107,500 The aggregate intrinsic value as of September 30, 2024 and December 31, 2023, was $ 7,155,146 7,155,146 , respectively. Options A summary of the Company’s option activity during the nine months ended September 30, 2024, is presented below: SCHEDULE OF OPTION ACTIVITY Number of Options Weighted Average Exercise Price Weighted Average Remaining Contract Term (Year) Outstanding at December 31, 2023 6,000,000 $ 0.34 3.14 Granted - - - Exercised - - - Forfeited-Canceled - - - Outstanding at September 30, 2024 6,000,000 $ 0.34 2.64 Exercisable at September 30, 2024 6,000,000 Options outstanding as of September 30, 2024, and December 31, 2023, had aggregate intrinsic value of $ 0 | NOTE 12 – STOCKHOLDERS’ EQUITY (DEFICIT) The Company’s equity at December 31, 2023 consisted of 150,000,000 2,010,000 0.001 79,658,165 76,658,165 43,499,423 As of December 31, 2023, there were 28,000 1,000 3,100 17,000 As of December 31, 2022, there were 28,000 1,000 Equity Incentive Plans 2022 Equity Incentive Plan On December 1, 2022, the Company’s Board of Directors approved a 2022 Equity Incentive Plan (the “2022 Plan”). Pursuant to the 2022 Plan, the Company has reserved a total of 5,000,000 2,150,000 2,150,000 2020 Equity Incentive Plan On August 26, 2020, the Company’s Board of Directors approved the 2020 Equity Incentive Plan (the “2020 Plan”). The Company has reserved a total of 3,000,000 1,700,000 2019 Equity Incentive Plan On February 11, 2019, the Company’s Board of Directors approved a 2019 Equity Incentive Plan (the “2019 Plan”). In order for the 2019 Plan to grant “qualified stock options” to employees, it required approval by the Corporation’s shareholders within 12 months from the date of the 2019 Plan. The 2019 Plan was never approved by the shareholders. Therefore, any options granted under the 2019 Plan prior to shareholder approval will be “non-qualified”. Pursuant to the 2019 Plan, the Company has reserved a total of 3,000,000 2,150,000 Activity during the year ended December 31, 2023 During the year ended December 31, 2023, the Company issued 2,953,000 449,000 During the year ended December 31, 2023, the Company issued 20,000,000 1,800,000 During the year ended December 31, 2023, the Company issued 8,928,435 During the year ended December 31, 2023, the Company issued 267,310 During the year ended December 31, 2023, the Company issued 1,410,000 During the year ended December 31, 2023, the Company issued 500,000 50,000 During the year ended December 31, 2023, the Company issued 2,100,000 2,000,000 Activity during the year ended December 31, 2022 During the year ended December 31, 2022, the Company issued an aggregate of 3,447,038 1,470,837 During the year ended December 31, 2022, the Company received $ 15,000 60,000 During the year ended December 31, 2022, the Company issued 1,300,000 1,300,000 1,300 During the year ended December 31, 2022, the Company issued 6,039,058 905,859 During the year ended December 31, 2022, the Company issued 450,000 202,275 Preferred Stock On November 6, 2019, the Company authorized and issued 1,000 350,000 500,000 293,500 The holder can convert the Series B into shares of common stock at a discount of 35% to the market price. The terms and conditions of the Series B include an in-kind accrual feature, which provides for a cumulative accrual at a rate of 12 1,022,822 60,000 1,212,822 190,000 The Securities Purchase Agreement (“SPA”) states that the in-kind accrual rate should be increased by10% per annum upon each occurrence of an event of default. In addition, the SPA further states that the conversion price initially set at a discount of 35% to the market price should be further increased by an additional 10% upon each occurrence of an event of default. At the date of their Annual Report, CleanSpark claims that the Company was in default in three instances triggering further discount to the market price for the conversion feature and additional accrual rate. Management has recorded for this additional default and interest expense as noted in the previous paragraph. The Company has not been served with any notice of default stating the specific default events but will continue to accrue the additional default interest until the matter is resolved. As of the date of the filing of this Annual Report, the parties are cooperating to resolve this matter. The Company did not issue any shares of Series A or Series B preferred stock during the year ended December 31, 2023. On June 2, 2023, the Company authorized and issued 10,000 3,100 310,000 310,000 The terms and conditions of the Series C include an in-kind accrual feature, which provides for a cumulative accrual at a rate of 12 60,003 The Securities Purchase Agreement (“SPA”) states that the in-kind accrual rate should be increased by 8% per annum upon each occurrence of an event of default. Concurrently with this SPA, the Company entered into a Warrant Inducement Agreement (“Inducement”). Previously, on July 26, 2021, the Company entered into a Warrant Purchase Agreement with Bigger Capital Fund, LP where the Company issued common stock purchase warrants at an exercise price of $ 0.68 1,240,000 0.07 2,740,000 0.07 113,896 In October 2023, the Company filed and adopted a Certificate of Designations, Preferences and Rights of the Series D Convertible Preferred Stock (the “Certificate of Designations”) with the Wyoming Secretary of State, authorizing the issuance of up to 20,000 0.001 100.00 The Series D Preferred Stock has no stated maturity and is subject to a mandatory redemption at 110% of the Stated Value, plus all unpaid dividends in respect of such share (the “Additional Amount”) thereon. The Series D Preferred Stock ranks senior with respect to the preferences as to dividends, distributions and payments upon the liquidation, dissolution and winding up of the Company to all other shares of capital stock of the Company, including all other outstanding shares of preferred stock as of the filing date of the Certificate of Designations, except, however, the Series D Preferred Stock is subordinate to the series of preferred stock of the Company designated as “Series C Convertible Preferred Stock.” The Company shall be permitted to issue capital stock, including preferred stock, that is junior in rank to the Series D Preferred Stock with respect to the preferences as to dividends, distributions and payments upon the liquidation, dissolution and winding up of the Company. Holders of shares of Series D Preferred Stock are entitled to receive, on each dividend payment date, (i) cumulative cash dividends on each share of Series D Preferred Stock, on a quarterly basis, at a rate of 12% per annum of the Stated Value, plus the Additional Amount thereon, and (ii) dividends in the form of shares of common stock on each share of Series D Preferred Stock, on a quarterly basis, at a rate of 8% per annum on the Stated Value. At any time after the earlier of (i) a Qualified Offering (as defined below) or (ii) the date that is 18 months from the date the first share of Series D Preferred Stock is issued to any holder thereof, each holder of Series D Preferred Stock shall be entitled to convert any portion of the outstanding Series D Preferred Stock, including any Additional Amount, held by such holder into shares of common stock at the Conversion Price (as defined below) by following the mechanics of conversion set forth in the Certificate of Designations. The amount of shares of common stock issuable upon a conversion for each Series D Preferred Stock shall be the Stated Value of such share plus the Additional Amount divided by the Conversion Price (as defined below). The “Conversion Price” for each Series D Preferred Stock is, the lower of the price per share at which a Qualified Offering (as defined below) is made (the “Qualified Offering Price”) or 80% of the average of the closing sale price for the 10 consecutive trading days immediately preceding, but not including, the effective date of the applicable conversion notice. During the year ended December 31, 2023, the Company converted $ 1,414,338 171,825 17,000 Stock Options A summary of the Company’s option activity during the years ended December 31, 2023 and 2022, is presented below: SCHEDULE OF OPTION ACTIVITY Number of Options Weighted Average Exercise Price Weighted Average Remaining Contract Term (Year) Outstanding at December 31, 2022 6,000,000 $ 0.34 3.88 Granted - - - Exercised - - - Forfeit/Canceled - - - Outstanding at December 31, 2023 6,000,000 $ 0.34 3.14 Exercisable at December 31, 2023 6,000,000 Number of Options Weighted Average Exercise Price Weighted Average Remaining Contract Term (Year) Outstanding at December 31, 2021 3,850,000 $ 0.41 4.30 Granted 3,450,000 0.13 5.00 Exercised (1,300,000 ) 0.00 5.00 Forfeit/Canceled - - - Outstanding at December 31, 2022 6,000,000 $ 0.34 3.88 Exercisable at December 31, 2022 4,521,875 Options outstanding as of December 31, 2023 and 2022, had aggregate intrinsic value of $ 0 The following table summarizes information about stock options outstanding and vested at December 31, 2023: SCHEDULE OF INFORMATION ABOUT STOCK OPTIONS OUTSTANDING AND VESTED Options Outstanding Options Vested Weighted Average Weighted Weighted Weighted Number Number Remaining Average Number Remaining Average Exercise of Options of Options Contractual Exercise of Contractual Exercise Prices Outstanding Exercisable Life Price Options Life Price (In years) (In years) $ 0.20 2,150,000 2,150,000 3.92 0.20 2,150,000 3.92 0.20 $ 0.33 1,700,000 1,700,000 1.65 0.33 1,700,000 1.65 0.33 $ 0.43 600,000 600,000 2.99 0.43 600,000 2.99 0.43 $ 0.50 1,550,000 1,550,000 2.75 0.50 1,550,000 2.75 0.50 6,000,000 4,521,875 2.88 $ 0.34 4,521,875 2.88 $ 0.34 The Company measured equity-based compensation using the Black-Scholes option valuation model using the following assumptions: SCHEDULE OF ASSUMPTIONS TO VALUE STOCK OPTIONS For Years Ending December 31, 2023 2022 Expected term 0.50 1.00 0.50 1.00 Strike price $ 0.00 0.20 $ 0.00 0.20 Expected volatility 148 275 148 275 Expected dividends None None Risk-free interest rate 0.34 0.85 0.34 0.85 Forfeitures None None Warrants A summary of the Company’s warrant activity during the years ended December 31, 2023 and 2022, is presented below: SCHEDULE OF WARRANTS ACTIVITY Number of Warrants Weighted Weighted Outstanding at December 31, 2022 3,867,500 $ 0.71 4.11 Granted 34,240,000 0.10 4.75 Exercised - - - Forfeited-Canceled - - - Outstanding at December 31, 2023 38,107,500 $ 0.16 4.17 Exercisable at December 31, 2023 38,107,500 Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contract Term (Year) Outstanding at December 31, 2021 3,180,000 $ 0.69 5.08 Granted 687,500 0.80 4.23 Exercised - - - Forfeit/Canceled - - - Outstanding at December 31, 2022 3,867,500 $ 0.71 4.11 Exercisable at December 31, 2022 3,867,500 During the year ended December 31, 2023, the Company issued 33,000,000 As noted above, during the year ended December 31, 2023, the Company issued 1,240,000 The aggregate intrinsic value as of December 31, 2023 and 2022, was $ 7,155,146 0 The Company used the following assumptions to value the warrants issued during the years ended December 31, 2023 and 2022: SCHEDULE OF ASSUMPTIONS TO VALUE WARRANTS December 2023 December 2022 Warrants Warrants Risk free rate 3.94 % 2.34 % Market price per share $ 0.09 $ 0.45 Life of instrument in years 5 5 Volatility 162 % 210 % Dividend yield 0 % 0 % |