COMMITMENTS AND CONTINGENCIES

3 Months Ended

Mar. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 11 - COMMITMENTS AND CONTINGENCIES

Lease

The Company rents virtual space month-to-month at 21 West 46th St, New York, NY 10036. The monthly rate is $200. Due to its short term, this lease is exempt from ASC 842 lease accounting due to its short term.

Investor Relations

On February 14, 2023, the Company entered a Consulting Agreement with Beyond Media SEZC. The agreement is for twelve months. Beyond Media will receive $7,000 monthly in cash and will be issued 1,000,000 shares of common stock valued at $180,000 for entering into the agreement.

On June 15, 2023, the Company entered a Consulting Agreement with Launchpad LLC. The agreement is for six months. Launchpad LLC will receive $3,000 in cash per month.

Employment and Separation Agreements

● Steven Saunders, Former Chief Commercial Officer, and Director

On January 31, 2023, the Company entered Separation Agreements with Steven Saunders. He is no longer an officer or director of our Company, and all prior agreements are terminated. To satisfy all amounts due, Mr. Saunders and the Company agreed to a settlement totaling $116,000. As of March 31, 2024, the amount due to Mr. Saunders was $79,250.

● Rik Willard, Former Chief Executive Officer, and Director

On January 31, 2023, the Company entered into Separation Agreements with Rik Willard, our then-Chief Executive Officer. Mr. Willard is no longer an officer or director of our Company, and all prior agreements are terminated in their entirety. To satisfy all amounts due, Mr. Willard and the Company agreed to a settlement total sum of $112,418. As of March 31, 2024, the amount due to Mr. Willard was $86,811.

● Stephen Morris, Founder, Chief Technical Officer, and Director

On April 1, 2023, the Company entered into an Amended Employment Agreement with Stephen Morris, Founder, Chief Technical Officer, and Chair. The Company will compensate Mr. Morris with $450,000 base pay per annum, with payments reduced by 60% to $180,000 per annum until the Company has secured $5,000,000 in debt or equity financing.

On April 1, 2023, the Company agreed to grant Mr. Morris an option to purchase 3,360,000 shares of common stock at $0.187 per share (628,320) under the 2022 Incentive Plan. The options were fully vested as Mr. Morris completed two years and three months of service.

On December 31, 2023, the Company entered into a Second Amended Employment Agreement with Stephen Morris to reduce his base pay from $450,000 to $90,000 per annum and forfeit $270,000 of deferred compensation.

● David Chetwood, Chief Financial Officer, and Director

On April 1, 2023, the Company entered into an Amended Employment Agreement, effective February 10, 2023, with David Chetwood, Chief Financial Officer, and Director. The Company will compensate Mr. Chetwood with a base pay of $450,000 per annum, with payments reduced by 60% to $180,000 per annum until the Company has secured $5,000,000 in debt or equity financing.

On May 12, 2023, the Company agreed to grant Mr. Chetwood an option to purchase 3,360,000 shares of common stock at $0.1625 per share ($546,000), with 40% vesting after 90 days of service and 60% vesting monthly over the following two years, under the 2022 Incentive Plan. As of March 31, 2024, there were 1,092,000 non-vested share options, which we will recognize over the next 13 months.

On December 31, 2023, the Company entered into a Second Amended Employment Agreement with David Chetwood to reduce his base pay from $450,000 to $180,000 per annum and forfeit $236,200 of deferred compensation.

● Timothy Burks, Chief Executive Officer, and Director

On April 1, 2023, the Company entered into an employment agreement with Timothy Burks, Chief Executive Officer, and Director. The Company will compensate Mr. Burks $600,000 per annum base pay with payments reduced by 60% to $240,000 per annum until the Company has secured $5,000,000 in debt or equity financing.

On July 1, 2023, the Company agreed to grant Mr. Burks an option to purchase 4,800,000 shares of common stock at $0.1353 per share ($649,440), with 40% vesting after 90 days of service and 60% vesting monthly over the following two years, under the 2022 Incentive Plan. As of March 31, 2024, there were 1,800,000 non-vested share options, which we will recognize over the next 15 months.

On December 31, 2023, the Company entered into an Amended Employment Agreement with Timothy Burks to reduce his base pay from $600,000 to $240,000 per annum and forfeit $270,000 of deferred compensation.

● Paul Morrissey, Director

On April 6, 2023, the Company entered into a Non-executive Director Agreement with Paul Morrissey. The Company will compensate Mr. Morrissey $300,000 per annum directors fee, with payments reduced by 60% to $120,000 per annum until the Company has secured $5,000,000 in debt or equity financing.

On July 6, 2023, the Company agreed to grant Mr. Morrissey an option to purchase 1,920,000 shares of common stock at $0.1353 per share ($259,776), with 40% vesting after 90 days of service and 60% vesting monthly over the following two years, under the 2022 Incentive Plan. As of March 31, 2024, there were 720,000 non-vested share options, which we will recognize over the next 15 months.

On December 31, 2023, the Company entered into an Amended Non-Executive Director Agreement with Morrissey to reduce his director fee from $300,000 to $120,000 per annum and forfeit $270,000 of deferred compensation.