Agreement

12 Months Ended

Dec. 31, 2024

Agreement

Agreement

11. Agreement

SRAX Agreement

Effective February 10, 2023, we entered into an agreement with SRAX, Inc. under which SRAX agreed to provide investor relations services to us. The term of the agreement was one year. Under the agreement, we agreed to compensate SRAX in shares of our common stock, valued at $265,000 as of the date of the agreement. The market value of our stock on the agreement date was $0.1432 per share, which resulted in our obligation to issue 1,850,559 of our common shares. During the three months ended March 31, 2023, SRAX provided $50,000 of services, which were recorded as a general and administrative expense during the nine months ended September 30, 2023. No additional services were provided under the agreement during the remainder of 2023, and no services were provided for the fiscal year ended December 31, 2024. We have not yet issued the shares to SRAX. Once the shares are issued, we will record the remaining SRAX services, if any, as a prepaid expense and additional paid-in capital.

On July 24, 2023, SRAX informed us that we owed them a total of 6,524,441 shares of our common stock under share adjustment provisions in our agreements with them. We have disputed this claim and are seeking additional information from SRAX to assess its validity.

Igala/Waterford Agreements

On March 2, 2023, we entered into a Consulting Agreement with Igala Commonwealth Limited under which Igala agreed to provide web development and copywriting services for the purpose of marketing our Company’s products and services. The term of the agreement was one month, with an option to extend it by mutual agreement of the parties. Under the agreement, we agreed to compensate Igala with 800,000 shares of our common stock, valued at $72,000 based on the market value of our stock on the date of the agreement, and recorded a general and administrative expense for that amount in 2023.

Also on March 2, 2023, we entered into a services agreement with Alta Waterford LLC, the owner of Igala. Under the agreement, Alta Waterford provided investor awareness services for a one-month term. The compensation for these services was $1,000, which was expensed in 2023. No services were provided under either the Igala or Alta Waterford agreements in 2024.

Independent Contractor Agreement

On April 2, 2023, we entered into an Independent Contractor Agreement with a non-related individual, under which the individual agreed to assist in finalizing our business and marketing plans, create financial forecasts, assist with funding efforts, and advise our Board of Directors on various strategic matters. The term of the agreement was one year, expiring April 2, 2024. As compensation under the agreement, we agreed to issue the individual 2,100,000 shares of our common stock and to make monthly cash payments of $5,000. The shares were valued at $142,800, or $0.068 per share, which represented the fair market value of our common stock as of the agreement date, and were recorded as a prepaid expense in that amount. We amortized the value of the shares over the term of the agreement and recorded a general and administrative expense of $35,700 during the nine months ended September 30, 2023. During the nine months ended September 30, 2023, we recorded total expenses of $50,700 in connection with this agreement, $35,700 in common stock value, and $15,000 in cash value. No services were provided, and no additional expenses were recognized under this agreement for the fiscal year ended December 31, 2024.

Trinesis Technologies Agreement

On April 13, 2023, we entered into a Services Agreement with Trinesis Technologies Private Limited, a corporation located in India. Under the agreement, Trinesis agreed to rebuild our software platform so that it is robust and scalable, which was expected to be completed by the end of calendar year 2023. As compensation for the services, we agreed to pay Trinesis a total of $136,500, with periodic payments being made as certain milestones were reached. During 2023, we recorded amounts paid to Trinesis of $10,000 as Software for Internal Use and expensed $65,025 of unpaid amounts as of September 30, 2023. No services were provided under this agreement during the fiscal year ended December 31, 2024.