COMMITMENTS AND CONTINGENCIES

9 Months Ended

Sep. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 11 - COMMITMENTS AND CONTINGENCIES

Premises

During the nine months ended September 30, 2023, and 2022, the Company paid $473 and $5,345 for its rented premises in Dunfermline, Scotland. The 12-month lease was not renewed in March 2021, and they vacated the premises on July 14, 2022. The Company currently rents virtual office space on a month-by-month rolling contract at a monthly rate of $100. This lease is exempt from ASC 842 lease accounting due to its short term.

During the nine months ended September 30, 2023, and 2022, the Company paid $1,800 and $1,800 for use of premises in New York, New York. The 12-month agreement was signed in August 2021 for twelve months, after which it became a rolling monthly contract at a monthly rate of $200 and is exempt from ASC 842 lease accounting due to its short term.

On March 25, 2022, the Company entered into a service agreement with PCG Advisory, Inc. The term was nine months, commencing April 1, 2022. PCG Advisory, Inc. received cash of $7,000, plus $7,000 monthly stock compensation. The number of shares was to be determined based on the closing price on the last trading day of the previous month. The contract was terminated effective February 28, 2023.

Service Contracts

On February 14, 2023, the Company entered into a service agreement with Beyond Media SEZC. The term is twelve months, commencing February 14, 2023. Beyond Media will receive cash of $7,000 per month and has received 1,000,000 shares of common stock as stock compensation valued at $180,000.

On February 23, 2023, the Company entered into a service agreement with Milestone Management Services, LLC. The term is six months, commencing February 23, 2023. Milestone Media Services, LLC received 325,000 shares of common stock as compensation valued at $84,338. The service agreement was terminated on August 23, 2023.

On May 1, 2023, the Company entered into a service agreement with Outside-the-Box. The term is six months, commencing May 1, 2023. Outside-the-Box is entitled to 625,000 shares of common stock valued at $100,000 in consideration for entrance into the agreement. 312,500 shares of common stock were issued May 1, 2023, with the balance of 312,500 issued on August 1, 2023.

On June 15, 2023, the Company entered into a service agreement with Launchpad IR. The term is six months, commencing September 15, 2023. Launchpad IR will receive compensation of $3,000 per month.

On June 23, 2023, the Company entered into a service agreement with Wise Law P.C. Wise Law P.C. received 500,000 shares of common stock as compensation valued at $65,000.

Employment Agreements

David Chetwood

On April 1, 2023, our board of directors approved amended and restated employment agreement effective February 10^, 2023, in favor of Chief Financial Officer, David Chetwood.

The amended employment agreement with Mr. Chetwood provides that we will compensate him with a yearly salary of $450,000, with payments reduced to $180,000 per annum until securing $5 million in debt or financing. As per the employment agreement, an accrual is made for any unpaid portion of the compensation, which comprises the reduced amount if not paid in the month due and the additional amount due upon securing finance or on termination of the employment agreement. We also agreed to grant Mr. Chetwood the option to purchase 3,600,000 shares of common stock at $0.1625 per share, with 40% vesting after 90 days of service and 60% vesting monthly over the following two years. He is also entitled to health and vacation benefits and, after 90 days of employment, a six-month severance if terminated for good cause or if he resigns for good reason in a constructive termination. Mr. Chetwood agreed to a two-year non-solicit restrictive covenant.

Stephen Morris

On April 1, 2023, our board of directors approved amended and restated employment agreement in favor of our Chief Technical Officer, Stephen Morris.

The amended employment agreement with Mr. Morris provides that we will compensate him with a yearly salary of $450,000, with payments reduced to $180,000 per annum until securing $5 million in debt or financing. As per the employment agreement, an accrual is made for any unpaid portion of the compensation which comprises the reduced amount if not paid in the month due and the additional amount due upon securing finance or on termination of the employment agreement. We also agreed to grant Mr. Morris an option to purchase 3,360,000 shares of common stock at $0.187 per share, fully vested. He is also entitled to health and vacation benefits and six-month severance if terminated for good cause or if he resigns for good reason in a constructive termination. Mr. Morris agreed to a two-year non-solicit restrictive covenant.

Timothy Burks

On April 1, 2023, our board of directors approved an employment agreement and stock option grant in favor of our Chief Executive Officer, Mr. Burks. The employment agreement with Mr. Burks provides that we will compensate him with a yearly salary of $600,000, with payment reduced to $240,000 per annum upon securing $5 million in debt or financing. As per the employment agreement an accrual is made for any unpaid portion of the compensation which comprises the reduced amount if not paid in the month due and the additional amount due upon securing finance or on termination of the employment agreement. We also agreed to grant Mr. Burks the option to purchase 4,800,000 shares of common stock, at $0.1353 per share, with 40% vesting after 90 days of service and 60% vesting monthly over the following two years. He is also entitled to health and vacation benefits and, after 90 days of employment, a six-month severance if terminated for good cause or if he resigns for good reason in a constructive termination. Mr. Burks agreed to a two-year non-solicit restrictive covenant.

Paul Morrissey

On April 6, 2023, our board of directors approved a Non-Executive Board Agreement and Stock Option Grant in favor of Mr. Morrissey. The agreement with Mr. Morrissey provides that we will compensate him with a yearly fee of $300,000, paid monthly but reduced to $120,000 until securing $5 million in debt or financing. As per the non-executive board agreement, an accrual is made for any unpaid portion of the compensation which comprises the reduced amount if not paid in the month due and the additional amount due upon securing finance or on termination of the employment agreement. We also agreed to grant Mr. Morrissey the option to purchase 1,920,000 shares of common stock, at $0.1353 per share, with 40% vesting after 90 days of service and 60% vesting monthly over the following two years. He is also entitled toa six-month severance if terminated for good cause or if he resigns for good reason in a constructive termination. Mr. Morrissey agreed to a two-year non-solicit restrictive covenant.

Steven Saunders & Rik Willard

On May 31, 2022, our board of directors approved amended and restated employment agreements in favor of our then-Chief Executive Officer, Rik Willard, and our then-Chief Commercial Officer, Steven Saunders.

The employment agreement with Mr. Willard was amended as follows. In addition to his cash compensation, the Company agreed to further compensate Mr. Willard in accordance with our May 25, 2022, Equity Incentive Plan with 5,400,000 restricted stock units, which vest 2,700,000 annually over a period of two years. He was also entitled to health and vacation benefits and nine-month severance if terminated for good cause or if he resigns for good reason in a constructive termination. He was also entitled to vesting of the restricted stock units upon any termination of employment by the Company. Mr. Willard agreed to a two-year non-solicit restrictive covenant. The agreement will automatically be renewed for a further year on May 31, 2023.

The employment agreement with Mr. Saunders was amended as follows. In addition to his cash compensation, the Company agreed to further compensate Mr. Saunders in accordance with our May 25, 2022, Equity Incentive Plan with 3,000,000 restricted stock units, which vests 1,500,000 annually over a period of two years. He was also entitled to health and vacation benefits and nine-month severance if terminated for good cause or if he resigns for good reason in a constructive termination. He was also entitled to vesting of the restricted stock units upon any termination of employment by the Company. Mr. Saunders agreed to a two-year non-solicit restrictive covenant.

On January 31, 2023, Steven Saunders and Rik Willard entered into a separation agreement with the Company regarding the terms and conditions of their departures from the Company.

Pursuant to the provisions of the Separation Agreement with Mr. Saunders and in consideration for a complete release of claims, we agreed as follows:

● As of the Separation Agreement date, Mr. Saunders is no longer an officer or director of our company, and all prior agreements with Mr. Saunders, including his employment agreement, are terminated in their entirety.

● In satisfaction of all amounts due Employee, the Company agrees to pay Employee the total sum of $116,000, payable according to the following schedule:

○	We agreed to pay a lump sum of $12,000 by February 10, 2023
○	We agreed to pay a lump sum of $12,000 by February 20, 2023
○	We agreed to pay $73,500 in six monthly installments commencing on February 28, 2023; and
○	Final payment of $18,000 due by August 31, 2023.

Mr. Saunders forfeited 3,000,000 non-vested Restricted Stock Units awarded on May 31, 2022, under the 2022 Equity Incentive Plan.

Pursuant to the provisions of the Separation Agreement with Mr. Willard and in consideration for a complete release of claims, we agreed as follows:

● As of the date of the Separation Agreement, Mr. Willard is no longer an officer or director of our company, and all prior agreements with Mr. Willard, including his employment agreement, are terminated in their entirety.

● In satisfaction of all amounts due Employee, the Company agrees to pay Employee the total sum of $112,418, according to the following schedule:

○	We agreed to pay a lump sum of $12,801 by February 20, 2023
○	We agreed to pay a total of $76,806 in six monthly installments commencing February 28, 2023
○	We agreed to pay a total of $4,806 in six monthly installments commencing August 31, 2023
○	The final payment of $18,000 is due by September 30, 2024; and

● Our shareholder, Stephen Morris, has transferred to Mr. Willard 1,750,000 shares of his common stock.

Mr. Willard forfeited 5,400,000 non-vested Restricted Stock Units awarded on May 31, 2022, under the 2022 Equity Incentive Plan.