| 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 shares
consisting of: 250,000,000 shares
of common stock with a $ 0.0001 par
value per shares; and 25,000,000 shares
of preferred stock, par value $ 0.0001 per
share. On May 31, 2019, we filed a certificate of designation with the Secretary of State of the State of Nevada to create a new
class of preferred stock designated as the Series A Convertible Preferred Stock. The holders of Series A Convertible Preferred Stock
are entitled to receive dividends in an amount equal to any dividends or other Distribution on the Common Stock. The holders of
Series A Convertible Preferred Stock are entitled to be paid out of the Available Funds and Assets, in preference to any payment or
distribution of any Available Funds and Assets on any shares of Common Stock or subsequent preferred stock, an amount per share
equal to the Original Issue Price of the Series A Convertible Preferred Stock plus all declared but unpaid dividends on the Series A
Convertible Preferred Stock. 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 .
As of May 31, 2022, there were 6,008,080 shares
of common stock issued and outstanding, of which 1,145,833 shares
are restricted stock issued but not yet vested, and zero shares
of Series A Convertible Preferred Stock issued and outstanding. 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, 36,667 183,333 229,167 1,145,833 On
February 7, 2022, our existing noteholders exercised their conversion rights and were issued 678,180 0.07 630,029 0.035 $ 69,554 0.035 0.177 55,712 ,
which is included in the loss on extinguishment of debt of $ 72,198 On
February 28, 2022, the company issued 1,287,500 0.08 67,000 36,000 36,000 On
May 11, 2022, our remaining noteholders exercised their conversion rights and were issued 29,066 0.07 $ 2,050 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 1 0.0925 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. 240,667 1,203,333 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 0.02 217,500 16,486 , which is included
in the loss on extinguishment of debt of $ 72,198 On
May 5, 2022, a portion of our existing common stock warrant holders exercised their purchase right to purchase 335,505 6,710 On
May 26, 2022, the Company executed a Warrant Amendment Agreement pursuant to which they amended the common stock purchase warrants issued
pursuant to the 2019 warrants and 2022 warrants, reducing the exercise price per share from $ 0.20 0.0925 0.062 A
summary of the Company’s outstanding common stock warrants as of May 31, 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 (335,505 ) $ 0.020 $ 0.00
Outstanding, May 31, 2022 10,217,500 $ 0.089 $ 0.00
Common stock issuable upon exercise of warrants 10,217,500 $ 0.089 $ 0.00 The
following table summarizes information about common stock warrants outstanding at May 31, 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
May 31, 2022 Remaining Life Exercise Price May 31, 2022 Exercise Price
10,217,500 3.34 $ 0.062 1,192,500 $ 0.062 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 modified during the six month period ended May 31, 2022: SCHEDULE OF ASSUMPTION OF BLACK-SCHOLES OPTION PRICING MODEL
Expected volatility 658 %
Expected dividends 0 %
Expected term (in years) 5
Risk-free rate 2.7 % |
