Note 5 - Common Stock

9 Months Ended

Sep. 30, 2023

Notes to Financial Statements

Equity [Text Block]

NOTE 5 – COMMON STOCK

The Company is authorized to issue 75,000,000 shares of its capital stock, consisting of 10,000,000 shares of preferred stock, par value $0.001 per share, and 65,000,000 shares of common stock, par value $0.001 per share.

The Company compensates each of its directors with 4,000 shares of common stock each month. During the nine months ended September 30, 2023, the Company recorded stock compensation of $72,000 for the directors which was recorded in additional paid in capital.

On September 2, 2022, the Company entered into a six-month agreement with a consultant that includes the issuance of 60,000 common shares. During the year ended December 31, 2022, the Company issued 60,000 common shares and recorded $40,000 of expense related to this agreement. During the nine months ended September 30, 2023, the Company recorded stock compensation of $20,000 for this agreement which was recorded in additional paid in capital.

On October 15, 2022, the Company entered into a one-year agreement with a consultant. Per the agreement, the Company will compensate the consultant $10,000 and issue 2,000 common shares per month. During the nine months ended September 30, 2023, the Company recorded issued 18,000 shares of common stock related to this agreement.

On April 10, 2023, the Company issued 70,852 shares of common stock valued at $5.00 per share to settle outstanding consulting invoices owed to Jay Leaver, President.

On July 1, 2023, the Company has adopted a revised Board of Directors compensation plan providing for awards to be made under the Plan and intended to replace the current director compensation plan which had provided for monthly grants to non-employee directors of 4,000 shares of restricted Common Stock per month. Under the new plan, each director shall receive compensation for their service on the Board and receive reimbursements for certain expenses in accordance with the Company’s reimbursement policy. Until the Company’s Common Stock is listed on a national securities exchange, each non-employee director shall receive options to purchase shares of Common Stock valued at $150,000 by the Black-Scholes pricing model on an annual basis, payable quarterly, with an exercise price equal to the closing price of the Company’s common stock on the last business day of the quarter.

Stock Options

The following table summarizes the stock option activity for the nine months ended September 30, 2023:

	Number of Options		Weighted Average Exercise Price Per Share
Outstanding at December 31, 2022		–	$	–
Granted		76,848		2.01
Exercised		–		–
Forfeited and expired		–		–
Outstanding at September 30, 2023		76,848	$	2.01

On September 30, 2023, the Company granted 76,848 options to the Company’s board of directors. The options have a ten-year term and have an exercise price of $2.01 per share. The fair value of the options at issuance was $150,000. The Company valued the options using the Black-Scholes model with the following key assumptions ranging from: fair value stock price, $2.01, Exercise price, $2.01, Term 10 years, Volatility 182%, and Discount rate 4.61% and a dividend yield of 0%.

As of September 30, 2023, the outstanding stock options have a weighted average remaining term of 10 years and have no aggregate intrinsic value.