STOCKHOLDERS’ EQUITY

12 Months Ended

Dec. 31, 2023

Equity [Abstract]

STOCKHOLDERS’ EQUITY

NOTE 5 - STOCKHOLDERS’ EQUITY

On May 11, 2020, the Company completed an increase in the authorized shares of the Company’s stock to a total number of 10,015,000,000, allocated as follows among these classes and series of stock:

● Common Stock Class, par value $0.001 per share - 10,000,000,000 shares authorized.

● Preferred Stock Class, Series A, par value $0.01 per share - 15,000,000 shares authorized.

The Company financials have been presented assuming that the increase in authorized was in effect from the first period presented.

On October 1, 2021, the Company converted the Electrum Partners outstanding Convertible Promissory Note of $10,000 issued September 28, 2020 into 5,125,000 restricted shares of the Company’s common stock.

On November 8, 2021, the Company finalized a Supplemental agreement with the Series A Preferred shareholders to convert their holdings into common shares of the Company at $0.0125 in alignment and support of the current management team’s initiatives with the goal of benefiting shareholders. This agreement was pursued for the benefit of the Company’s common shareholders to mitigate the potential risk of diluting their shareholding in the event that the Company undertakes additional financing transactions to fund the Company’s expansion initiatives.

Pursuant to the Preferred Shareholder’s Supplemental Agreement dated November 8, 2021 (the “Supplemental Agreement”) by and between the Company and holders of its Series A Preferred shares, under which holders of the Series A Preferred shares agreed to convert all of the Series A Preferred shares into common shares of the Company effective November 8, 2021, the Company has issued an aggregate of sixty (60) million restricted common shares. The restricted common shares issued are subject to Rule 144 required holding periods.

On November 8, 2021, the Company entered into subscription agreements with certain accredited investors for the sale of Sixteen Million (16,000,000) common shares of the Company, par value of $0.001 per share, for a total consideration to the Company of Two Hundred Thousand ($200,000) Dollars. The issued shares will be restricted under Rule 144 required holding periods. The Company intends to use the net proceeds from the sale for general corporate purposes and working capital.

On November 9, the Company converted the $25,000 10% Fixed Convertible Promissory Note, including interest, issued on August 9, 2022 into 11,388,889 common shares. The issued shares will be restricted under Rule 144 required holding periods.

Preferred Stock

Series A Convertible Preferred Stock

The Company has designated 15,000,000 shares of Series A Preferred Stock with a par value of $0.01.

The stated value of each issued share of Series A Convertible Preferred Stock shall be deemed to be $1.00, as the same may be equitably adjusted whenever there may occur a stock dividend, stock split, combination, reclassification or similar event affecting the Series A Convertible Preferred Stock. There are no dividends payable on the Series A Convertible Preferred Stock. Each holder of outstanding shares of Series A Convertible Preferred Stock shall be entitled to cast the number of votes for the Series A Convertible Preferred Stock in an amount equal to the number of whole shares of common stock into which the shares of Series A Convertible Preferred Stock held by such holder are convertible as of the record date for determining stockholders entitled to vote on such matter

The Series A Preferred Stock also had a “down-round” protection feature provided to the investors if the Company subsequently issued or sold any shares of common stock, stock options, or convertible securities at a price less than the conversion price of $1.00 per common share. The conversion price would be automatically adjustable down to the price of the instrument being issued. As a result of conversion during the year ended December 31, 2020, the Series A Preferred Stock conversion price was reset to $0.00006 per share.

Upon any liquidation, dissolution or winding-up of the Company under Texas law, whether voluntary or involuntary, the holders of the shares of Series A Convertible Preferred Stock shall be paid an amount equal to the aggregate stated value of their shares of Series A Convertible Preferred Stock, before any payment shall be paid to the holders of common stock, or any other stock ranking on liquidation junior to the Series A Convertible Preferred Stock, an amount for each share of Series A Convertible Preferred Stock held by such holder equal to the sum of the Stated Value thereof.

On August 27, 2021, the Company completed an initiative when it entered into a Modification Agreement (the “Modification”) in cooperation with the current Series A Preferred shareholders to modify their conversion privileges to align and support current management team initiatives and shareholder interests. The modification agreement provides the Preferred shareholders the ability to convert into common shares at a conversion price at the lower of $0.40 (per the original agreement), or the subsequent per share pricing of a future equity raise greater than Five Hundred Thousand ($500,000) Dollars. On November 8, 2021, the Company amended the conversion price to $0.0125. This Modification is forecasted to support anti- dilutive measures potentially to the benefit of our shareholders and may allow the Company to proceed with plans relating to funding needs.

During the year ended December 31, 2021, 750,000 shares of Series A Convertible Preferred Stock were converted into 60,000,000 shares of common stock. The corresponding derivative liability at the date of conversion of $738,000 was settled through additional paid in capital.

As of December 31, 2022 and 2021, there were zero shares of Series A Convertible Preferred Stock issued and outstanding.

Common Stock

Each common stock entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.

During the year ended December 31, 2022, the Company issued 117,280,154 shares of common stock as follows:

● 116,446,154 shares of common stock for the private placements at $0.005 and $0.0065 per share for cash of $600,000.

● 834,000 shares for consulting service valued at $5,000.

During the year ended December 31,2023, the Company issued 412,513,972 shares of common stock as follows:

● 172,230,769 Shares of common stock for the private placements at $0.001,$0.000375, $0.0065 per share for cash of $524,769

● 100,000,000 Shares of common stock for consulting services valued at $20,000.

● 31,250,000 shares of common stock for a convertible notes of $325,000.

● 109,033,203 shares of common stock for default interest

Private Placement

On February 16, 2022 and March 16, 2022, the Company initiated a private placement offering for the sale of up to 150,000,000 shares of the Company’s common stock, at price of $0.006 per share, for total consideration to the Company of $900,000. On May 12, 2022, the issuance price was updated to $0.005 per share.

On August 1, 2022, the Company initiated a private placement offering for the sale of up to 123,076,923 shares of the Company’s common stock, at price of $0.0065 per share and an equal number of Warrants with an exercise price of $0.013 for total consideration to the Company of $800,000. On August 12, 2022 and November 9, 2022, the number shares was increased to 153,846,154 (for total consideration to the Company of $1,000,000) and 200,000,000 shares (for total consideration to the Company of $1,300,000) an equal number of Warrants with an exercise price of $0.013, respectively.

As of December 31, 2023, and 2022, there were 3,105,704,056 and 2,693,190,084 shares of Common Stock issued and outstanding, respectively.

Shares to be Issued

During the year ended December 31, 2022, in connection to mentioned private placements offering in August and November 2022, the Company received $576,000 in cash proceeds. During February 2023, the Company issued restricted common shares and warrants pursuant to the closing of the August 2022 Offering totaling 89,230,769 million restricted common shares and 190,323,692 million warrants. The Shares will be restricted securities and subject to required holding periods under Rule 144.

Stock Options

On August 4, 2021, the Board has recognized the substantive efforts of Messrs. Leslie Bocskor, Benjamin Rote, and Dennis Forchic to sustain and support the Company over the past year without compensation while laying the foundation for the future. The Board has voted to formalize employment agreements with Messrs. Bocskor and Rote, and an advisory agreement with Mr. Forchic. Stock option agreements reflecting past contributions and incentives for the future have been issued to all three parties. Stock options plans were offered with an exercise price of $0.01 and consideration of 150 million options to Mr. Bocskor, 100 million options to Mr. Rote, and 150 million options to Mr. Forchic vesting immediately. On the 1-year anniversary of their respective agreements, additional stock options priced at $0.015 will vest with consideration of 150 million options to Mr. Bocskor, 100 million options to Mr. Rote, and 150 million options to Mr. Forchic.

In addition, the Board, consisting of Directors Rick Gutshall and Lang Coleman, having not received any consideration over the past 2 years, will receive stock options of 5 million options each at a price of $0.01 vesting immediately. The company’s legal counsel will be receiving 10 million options at a price of $0.01 vesting immediately, under the same terms as the Board, in recognition of their valuable work and support.

During the year ended December 31, 2022, board members Keith Crouch and Michael Blicharski were each granted the option to purchase up to 10 million shares of common stock, for a total of 20 million shares, at a price of $0.01 per share of common stock. Such options will vest quarterly with the first quarter vesting upon the grant date.

Valuation

The Company utilizes the Black-Scholes model to value its stock options. The Company utilized the following assumptions:

	Year ended			Year ended
	December 31, 2023			December 31, 2022
Expected term		2.66 - 5.50 years			0.06-0.50 years
Expected average volatility		180 - 203	%		–146%-389	%
Expected dividend yield		-			-
Risk-free interest rate		0.67 - 3.79	%		0.07-0.27	%

During the year ended December 31, 2021, the Company granted 820,000,000 options valued at $8,004,855. During the year ended December 31, 2021, the Company recognized stock option expense of $5,728,701, of which $5,631,014 was to related parties, and as of December 31, 2021, $2,276,154 remains unamortized, of which $2,276,154 is with related parties. The intrinsic value of the 820,000,000 options outstanding as of December 31, 2021 is $210,000.

During the year ended December 31, 2022, board members Keith Crouch and Michael Blicharski were each granted the option to purchase up to 10 million shares of common stock, for a total of 20 million shares, at a price of $0.01 per share of common stock. Such options will vest quarterly with the first quarter vesting upon the grant date.

On December 20, 2022, the Company entered into a consulting agreement for general business strategy for the period of one year and a stock option agreement for compensation of services which were granted the option to purchase up to 14 million shares of common stock, at a price of $0.01 per share of common stock. Such options will vest quarterly on March 30,2023, June 30,2023 and balance on December 20,2022, with the first quarter vesting upon the grant date.

During the year ended December 31, 2022, the Company recognized stock option expense of $2,436,926, of which $2,420,730 was to related parties, and as of December 31, 2022, $96,777 remains unamortized, of which $48,188 is with related parties. The intrinsic value of the 854,000,000 options outstanding as of December 31, 2022, was $0

The following is a summary of stock option activity during the year ended December 31, 2023:

	Options Outstanding				Weighted Average
	Number of		Weighted Average		Remaining life			Fair value
	Options		Exercise Price		(years)			on Grant Date
Outstanding, December 31, 2020		-	$	-		-		$	-
Granted		820,000,000		0.012		10.00			8,004,855
Exercised		-		-		-			-
Forfeited/canceled		-		-		-			-
Outstanding, December 31, 2021		820,000,000	$	0.012		9.60		$	8,004,855
Granted		34,000,000		0.010		7.95			256,032
Exercised		-		-		-			-
Forfeited/canceled		-		-		-			-
Outstanding, December 31, 2022		854,000,000	$	0.010		8.77		$	8,260,887
Granted		170,000,000		0.012		7.09			460,820
Exercised		-		-		-			-
Forfeited/canceled		-		-		-			-
Outstanding, December 31, 2023		1,024,000,000		0.012		7.09	#	$	8,721,707
Exercisable options, December 31, 2023		1,024,000,000	$	0.012		7.09		$	8,721,707

Warrants

As part of the February 16, 2022 private placement, the Company granted warrants, which provides the option to purchase one common share for each common share purchased. The warrants issued have an exercise price of $0.01 per warrant and expire five years from the date of grant. A total of 104,600,000 warrants were granted.

As part of the August 12, 2022 private placement, the Company granted warrants, which provides the option to purchase one common share for each common share purchased. The warrants issued have an exercise price of $0.013 per warrant and expire five years from the date of grant. A total of 11,846,154 warrants were granted.

The following is a summary of warrant activity during the year ended December 31, 2023:

	Warrants Outstanding				Weighted Average
	Number of		Weighted Average		Remaining life		Fair value
	Warrants		Exercise Price		(years)		on Grant Date
Outstanding, December 31, 2021		-	$	-		-
Granted		116,446,154		0.01		5.00	$	726,662
Exercised		-		-		-
Forfeited/canceled		-		-		-
Outstanding, December 31, 2022		116,446,154	$	0.01		4.38	$	726,662
Granted		644,557,692		0.01		5.00		3,402,881
Exercised		-		-
Forfeited/canceled		-		-
Outstanding, December, 2023		761,003,846	$	0.007		4.33	$	4,129,543

The intrinsic value of the warrant outstanding as of December 31, 2023 is $0.007