STOCKHOLDERS’ DEFICIT | NOTE 7: STOCKHOLDERS’ DEFICIT The total number of shares of all classes of stock that the Company shall have the authority to issue is 275,000,000 250,000,000 0.0001 25,000,000 0.0001 Each share of Series A Convertible Preferred Stock is convertible, at the option of the holder thereof, at any time after the issuance of such share, into one (1) share of Common Stock 5,643,509 1,375,000 4,268,509 zero Common Stock On February 4, 2022, the Company issued 1,375,000 0.0925 vests in a series of eight (8) successive equal quarterly installments beginning on the date of grant, 9,167 210,833 On February 7, 2022, our existing noteholders exercised their conversion rights and were issued 678,180 shares of common stock at $ 0.07 and 630,029 shares of common stock at $ 0.035 for a total value of $ 69,554 . As an incentive to convert their notes, three noteholders agreed to a modification where they converted a portion of their notes at $ 0.035 per common share. The share price at the time of the conversion was $ 0.177 which resulted in a loss on debt extinguishment of $ 55,712 , which is included in the loss on extinguishment of debt of $ 72,198 on the Statement of Operations as of February 28, 2022. On February 28, 2022, the company issued 1,287,500 0.08 67,000 36,000 36,000 Common Stock Purchase Warrants 2021 Warrants In June 2021, the Company issued an additional 80,000 Securities Purchase Agreement 16,000 0.10 December 31, 2022 In September 2021, the Company issued an additional 18,005 Securities Purchase Agreement 3,601 0.10 December 31, 2022 2022 Warrants In January 2022, the Company issued an additional 100,000 Securities Purchase Agreement 20,000 0.10 December 31, 2022 6,275 On February 4, 2022, the Company issued 9,025,000 common stock warrants to its officers, contracted consultants and professionals. Each warrant is convertible into 1 share of common stock with an exercise price of $ 0.0925 . The warrants expire on February 4, 2027 . Pursuant to the terms of the Common Stock Purchase Warrants, 1/4th of the total number of shares underlying the warrants will vest and become exercisable on the first anniversary of the date of issuance, and an additional l/12th of the total number of remaining shares underlying the warrants will vest and become exercisable on each of the monthly anniversaries thereafter, in each case, so long as the holder continues to be a service provider of the Company. The foregoing vesting schedule is subject to acceleration in the event of the service provider’s death, disability, termination without cause or a change in control of the Company. 60,167 of stock-based compensation expense included in general and administrative expenses as of February 28, 2022 and $ 1,383,833 of unvested stock based compensation which will be recognized through February 28, 2024 . On February 7, 2022, the Company and the purchasers under the Securities Purchase Agreement executed Note Conversion and Warrant Amendment Agreements pursuant to which they amended the common stock purchase warrants issued pursuant to the Securities Purchase Agreement, dated December 10, 2020, to reduce the exercise price per share from $ 0.10 per share to $ 0.02 per share for 335,505 warrants. As a result of the warrant modification in conjunction with the note conversion, $ 16,486 was recorded as a loss on extinguishment of debt for the quarter ended February 28, 2022 , which is included in the loss on extinguishment of debt of $ 72,198 on the Statement of Operations. A summary of the Company’s outstanding common stock warrants as of February 28, 2022 is as follows: SCHEDULE OF COMMON STOCK WARRANTS OUTSTANDING Weighted Average Exercise Intrinsic Warrants Price Value Outstanding, November 30, 2021 1,428,005 $ 0.176 $ 0.00 Warrants granted and issued 9,125,000 $ 0.092 $ 0.00 Warrants exercised - $ - $ 0.00 Warrants exchanged - $ - $ 0.00 Outstanding, February 28, 2022 10,553,005 $ 0.103 $ 0.00 Common stock issuable upon exercise of warrants 10,553,005 $ 0.103 $ 0.00 The following table summarizes information about common stock warrants outstanding at February 28, 2022: SCHEDULE OF COMMON STOCK WARRANTS OUTSTANDING AND WARRANT EXERCISABLE Warrants Outstanding Warrants Exercisable Number Outstanding at Weighted Average Weighted Average Number Exercisable at Weighted Average February 28, 2022 Remaining Life Exercise Price February 28, 2022 Exercise Price 335,505 $ 0.02 335,505 $ 0.02 1,192,500 0.20 1,192,500 0.20 9,025,000 0.09 - - 10,553,005 4.53 $ 0.10 1,528,505 $ 0.17 The Company estimates the fair value of each award on the date of grant using a Black Scholes valuation model that uses the following assumptions for warrants earned during the year ended February 28, 2022: SCHEDULE OF ASSUMPTION OF BLACK-SCHOLES OPTION PRICING MODEL Expected volatility 950 % Expected dividends 0 % Expected term (in years) 1 5 Risk-free rate 1.30 2.18 % |