COMMITMENTS AND CONTINGENCIES

9 Months Ended

Sep. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 4 – COMMITMENTS AND CONTINGENCIES

Operating Leases

The Company had operating lease agreements for its principal executive offices in Fort Lauderdale, Florida that expired June 30, 2023. The Company’s principal executive office were located at 431 Fairway Drive, Suite 200, Deerfield Beach, Florida 33441. The Company did not renew the expiring operating lease.

On July 1, 2023, the Company commenced an office space license to use designated office space at #144-V, 10 Fairway Drive, Suite 1000, Deerfield Beach, Florida 33441. The short-term lease is a month-to-month agreement for professional office space for a monthly fee of $75 with a security deposit of $75. The agreement may be terminated by the Company or the licensor of the office space upon a written notice provided thirty (30) days in advance.

The Company’s rent expense is recorded on a straight-line basis over the term of the lease. The rent expense for the nine months ended September 30, 2024 and 2023, amounted to $2,485 and $94,065, respectively.

Employment Agreements

On February 5, 2023, the Company entered into a new Employment Agreement with Stewart Wallach, whereby Mr. Wallach will be paid $301,521 per annum. The initial term of this new agreement began February 5, 2023 and ends February 5, 2025. The parties may extend the employment period of this agreement by mutual consent with approval of the Company’s Board of Directors, but the extension may not exceed two years in length.

Beginning in 2020 and through 2024, executive salaries and consulting fees have been deferred from time to time to conserve cash flow. Deferrals amounted to $969,603 and $734,156, as of September 30, 2024 and December 31, 2023, respectively, include an estimate for employer payroll liability taxes, and are included in accounts payable and accrued liabilities.

The Board of Directors ceased salary accrual as of July 1, 2024, due to the Company having no active product line during the third quarter of 2024. 

There is a provision in Mr. Wallach’s employment agreement, if his employment is terminated by death or disability or without cause, the Company is obligated to pay to his estate or him, an amount equal to accrued and unpaid base salary as well as all accrued but unused vacation days through the date of termination. The Company will also pay sum payments equal to: the sum of twelve (12) months base salary at the rate he was earning as of the date of termination and (b) the sum of “merit” based bonuses earned by the him during the prior calendar year of his termination. Any payments owed by the Company shall be paid from a normal payroll account on a bi-weekly basis in accordance with the normal payroll policies of the Company. The amount owed by the Company to Mr. Wallach, from the effective Termination date, will be paid out bi-weekly over the course of the year but at no time will be no more than twenty (26) installments. The Company will also continue to pay his health and dental insurance benefits for 6 months starting at the Executives date of termination. If he had family health coverage at the time of termination, the additional family premium obligation would remain theirs and will be reduced against his severance package. The employment agreements have an anti-competition provision for 18 months after the end of employment.

The Company did not accrue for benefits owed at the time of death or disability as it is not probable as of the period ended September 30, 2024.

The following table summarizes potential payments upon termination of employment :

	Salary Severance		Bonus  Severance		Gross up  Taxes		Benefit  Compensation		Grand Total
Stewart Wallach	$	301,521	$	—	$	12,600	$	6,600	$	320,721

Directors Compensation

On July 5, 2022, the Board voted to suspend granting compensation to the independent directors for the remainder of the fiscal year 2022. There have been no payments to the Board of Directors since the year ended December 31, 2022.