RELATED PARTY TRANSACTIONS	9 Months Ended
Sep. 30, 2022
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 3 – RELATED PARTY TRANSACTIONS *Due to Stockholder and Convertible Note Payable* Mr. James Owens, the founder, controlling stockholder, and chairman of the board of directors of the Company, advances the Company money as needed for working capital needs. During the nine months ended September 30, 2022, Mr. Owens loaned the Company $149,440. The unaudited condensed financial statements reflect a “Due to stockholder” liability which was $71,537 and $678,546 at September 30, 2022 and December 31, 2021, respectively, representing advances that remain due to Mr. Owens. The loans from Mr. Owens are pursuant to an oral agreement, are non-interest bearing and payable upon demand by Mr. Owens. On June 3, 2022, the Company entered into a settlement agreement with Mr. Owens whereby Mr. Owens was issued a two-year convertible note payable in the amount of $1,101,000 in exchange for 1) the elimination of the “Due to stockholder” liability balance of $756,450 on the date of the settlement agreement, 2) the elimination of the Company’s obligations under Mr. Owens’ employment agreement for accrued salary of $845,833 and accrued auto allowance of $29,000, and 3) an amended employment agreement to set his salary at $1 per year beginning in June of 2022. The convertible note bears interest at the rate of eight percent (8%) per annum. The interest is accrued from the issue date and payable twenty-four months from the issue date. Mr. Owens may convert the note at any time beginning three days after the note issue date at a rate of $0.01 per share for the Company’s common stock. As of September 30, 2022, the $1,101,000 remains outstanding. Accrued interest related to this note was $28,536 and $0 as of September 30, 2022 and 2021, respectively, on the accompanying unaudited condensed balance sheets. Interest expense was $22,020 and $28,536 for the three and nine months ended September 30, 2022, respectively, and $0 for the three and nine months ended September 30, 2021 on the accompanying unaudited condensed statements of operations. The Company believes the convertible notes standalone value to be minimal given the current financial position of the Company. Therefore, the Company estimated the value of the conversion feature using the fair value of the equity shares that the convertible note could be converted into on the date the note was issued. Per ASC 470-20-30-25, the fair value of a convertible note at date of issuance shall be deemed no less than the fair value of the shares of equity for which it can be converted into if there is no other reliable measure of fair value. The Company’s market price for one share of common stock was $.287 resulting in a fair value of the convertible note of $31,598,700. With the valuation of the convertible note determined, the convertible note fair value was allocated pro-rata between the two instruments being extinguished with the resulting difference being recognized in the statement of operations. Compensation expense relative to the convertible note issued in exchange for the elimination of accrued salary and related expenses owed is $0 and $16,071,084 for the three and nine months ended September 30, 2022 and $0 for the three and nine months ended September 30, 2021 in the accompanying statements of operations. Loss on extinguishment of debt relative to the convertible note issued in exchange for advances owed to Mr. Owens is $0 and $13,896,333 for the three and nine months ended September 30, 2022 and $0 for the three and nine months ended September 30, 2021. The Company notes that if a convertible debt instrument is issued at a substantial premium compared to the principal (or par) amount to be settled at maturity, ASC 470-20-25-13 indicates that there is a presumption that the substantial premium should be recognized in equity as paid-in capital Therefore, the convertible note was recorded at $1,101,000 and $0 on the accompanying balance sheets at September 30, 2022 and December 31, 2021, respectively, and additional paid-in-capital was increased by $30,497,700, which also includes the $530,284 of total liabilities outstanding with Mr. Owens in excess of the face value of the convertible note of $1,101,000 on the accompanying balance sheet as of September 30, 2022. *License Agreement* On April 21, 2020, the Company entered into a license agreement with Soft Tech Development Corporation (“Soft Tech”) to exclusively license, market and distribute Soft Tech’s Gigabyte Slayer and WARP-G software (the “Licensed Technology”) and further develop and commercialize these softwares throughout the world. James Owens, our controlling stockholder, is the majority owner of Soft Tech. Pursuant to the terms of the license agreement, we agreed to pay a contingent licensing fee of $650,000 for each of the two components of Soft Tech’s technology, for a total of $1,300,000 for the Licensed Technology. The contingent licensing fee becomes due and payable only upon the earlier of: (i) the closing of an aggregate of $20 million in net capital offering of our stock or (ii) when our cumulative net sales from the Licensed Technology reaches $20 million. Further, we have agreed to pay a royalty rate of 7% based on the net sales of the Licensed Software. The term of the license agreement is five years with one automatic renewal period. However, the royalty will continue as long as we are selling the Licensed Technology. As of September 30, 2022, no amounts have been paid on the license agreement as the events triggering the license fees have not occurred nor have any net sales of the Licensed Software been generated. On July 15, 2022, the Company amended its Technology Marketing and License Agreement with Soft Tech Development Corp. The material changes to the existing agreement are as follows: Change Item 1., License - to make the license exclusive - to grant the Company a Right-of-First Refusal to acquire future exclusive marketing license for new technologies - to remove Company’s option to broker and split proceeds on sale of Soft Tech’s technology Change Item 12, Termination -to give Licensor (Soft Tech) right to terminate the agreement upon: - change in executive management of Company - sale of majority interest in Company to a third party - there is a Change of Control in the Company *Employment Agreements* On February 21, 2020, effective January 1, 2020, the Company entered into executive employment agreements with Don D. Roberts as its President and Chief Executive Officer, Harold E. Hutchins as its Chief Financial Officer, and James Owens as its Chief Technology Officer. The details of these agreements are found in Note 6 below (Commitments). The agreements provide for salaries of $350,000 and auto allowances of $12,000 per year for each of the executives. On June 3, 2022, Mr. Owens’ salary was reduced to $1 per year and his auto allowance was removed. During the three and nine months ended September 30, 2022, $0 and $845,833, respectively, of Mr. Owens’ accrued salary and $0 and $29,000, respectively, of his accrued auto allowance were either forgiven or exchanged for a convertible note payable relative to the settlement agreement described above. As of September 30, 2022 and December 31, 2021, the accrued salaries resulting from these employment agreements were $1,712,000 and $1,950,000, respectively, and the accrued auto allowances were $48,000 and $59,400, respectively, and have been included in accrued salaries and related expenses on the accompanying unaudited condensed balance sheets. As of September 30, 2022 and December 31, 2021, payroll taxes in the amount of $119,692 and $82,623, respectively, have also been accrued related to these employment agreements. There were no accruals for these agreements prior to January 1, 2020. However, as of September 30, 2022 and December 31, 2021, $309,444 was accrued for an employment agreement dating back to 2016. The salaries and related expenses related to these agreements for the three and nine months ended September 30, 2022 were $183,538 and $662,502, respectively, and $275,306 and $852,480 for the three and nine months ended September 30, 2021, respectively, and are included on the accompanying unaudited condensed statements of operations. During the three and nine months ended September 30, 2022, Mr. Hutchins was paid $21,000 and $63,000, respectively, of his salary and $1,800 and $5,400, respectively, in auto allowances. During the three and nine months ended September 30, 2021, Mr. Hutchins was paid $21,000 and $45,000, respectively, of his salary and $1,800 and $3,600, respectively, in auto allowances. The amounts paid to Mr. Hutchins were offset against his employment agreement amounts and therefore not accrued.

RELATED PARTY TRANSACTIONS

9 Months Ended

Sep. 30, 2022

NOTE 3 – RELATED PARTY TRANSACTIONS

Due to Stockholder and Convertible Note Payable

Mr. James Owens, the founder, controlling stockholder, and chairman of the board of directors of the Company, advances the Company money as needed for working capital needs. During the nine months ended September 30, 2022, Mr. Owens loaned the Company $149,440. The unaudited condensed financial statements reflect a “Due to stockholder” liability which was $71,537 and $678,546 at September 30, 2022 and December 31, 2021, respectively, representing advances that remain due to Mr. Owens. The loans from Mr. Owens are pursuant to an oral agreement, are non-interest bearing and payable upon demand by Mr. Owens.

On June 3, 2022, the Company entered into a settlement agreement with Mr. Owens whereby Mr. Owens was issued a two-year convertible note payable in the amount of $1,101,000 in exchange for 1) the elimination of the “Due to stockholder” liability balance of $756,450 on the date of the settlement agreement, 2) the elimination of the Company’s obligations under Mr. Owens’ employment agreement for accrued salary of $845,833 and accrued auto allowance of $29,000, and 3) an amended employment agreement to set his salary at $1 per year beginning in June of 2022. The convertible note bears interest at the rate of eight percent (8%) per annum. The interest is accrued from the issue date and payable twenty-four months from the issue date. Mr. Owens may convert the note at any time beginning three days after the note issue date at a rate of $0.01 per share for the Company’s common stock. As of September 30, 2022, the $1,101,000 remains outstanding. Accrued interest related to this note was $28,536 and $0 as of September 30, 2022 and 2021, respectively, on the accompanying unaudited condensed balance sheets. Interest expense was $22,020 and $28,536 for the three and nine months ended September 30, 2022, respectively, and $0 for the three and nine months ended September 30, 2021 on the accompanying unaudited condensed statements of operations.

The Company believes the convertible notes standalone value to be minimal given the current financial position of the Company. Therefore, the Company estimated the value of the conversion feature using the fair value of the equity shares that the convertible note could be converted into on the date the note was issued. Per ASC 470-20-30-25, the fair value of a convertible note at date of issuance shall be deemed no less than the fair value of the shares of equity for which it can be converted into if there is no other reliable measure of fair value. The Company’s market price for one share of common stock was $.287 resulting in a fair value of the convertible note of $31,598,700.

With the valuation of the convertible note determined, the convertible note fair value was allocated pro-rata between the two instruments being extinguished with the resulting difference being recognized in the statement of operations. Compensation expense relative to the convertible note issued in exchange for the elimination of accrued salary and related expenses owed is $0 and $16,071,084 for the three and nine months ended September 30, 2022 and $0 for the three and nine months ended September 30, 2021 in the accompanying statements of operations. Loss on extinguishment of debt relative to the convertible note issued in exchange for advances owed to Mr. Owens is $0 and $13,896,333 for the three and nine months ended September 30, 2022 and $0 for the three and nine months ended September 30, 2021.

The Company notes that if a convertible debt instrument is issued at a substantial premium compared to the principal (or par) amount to be settled at maturity, ASC 470-20-25-13 indicates that there is a presumption that the substantial premium should be recognized in equity as paid-in capital Therefore, the convertible note was recorded at $1,101,000 and $0 on the accompanying balance sheets at September 30, 2022 and December 31, 2021, respectively, and additional paid-in-capital was increased by $30,497,700, which also includes the $530,284 of total liabilities outstanding with Mr. Owens in excess of the face value of the convertible note of $1,101,000 on the accompanying balance sheet as of September 30, 2022.

License Agreement

On April 21, 2020, the Company entered into a license agreement with Soft Tech Development Corporation (“Soft Tech”) to exclusively license, market and distribute Soft Tech’s Gigabyte Slayer and WARP-G software (the “Licensed Technology”) and further develop and commercialize these softwares throughout the world. James Owens, our controlling stockholder, is the majority owner of Soft Tech. Pursuant to the terms of the license agreement, we agreed to pay a contingent licensing fee of $650,000 for each of the two components of Soft Tech’s technology, for a total of $1,300,000 for the Licensed Technology. The contingent licensing fee becomes due and payable only upon the earlier of: (i) the closing of an aggregate of $20 million in net capital offering of our stock or (ii) when our cumulative net sales from the Licensed Technology reaches $20 million. Further, we have agreed to pay a royalty rate of 7% based on the net sales of the Licensed Software. The term of the license agreement is five years with one automatic renewal period. However, the royalty will continue as long as we are selling the Licensed Technology. As of September 30, 2022, no amounts have been paid on the license agreement as the events triggering the license fees have not occurred nor have any net sales of the Licensed Software been generated.

On July 15, 2022, the Company amended its Technology Marketing and License Agreement with Soft Tech Development Corp. The material changes to the existing agreement are as follows:

Change Item 1., License

- to make the license exclusive

- to grant the Company a Right-of-First Refusal to acquire future exclusive marketing license for new technologies

- to remove Company’s option to broker and split proceeds on sale of Soft Tech’s technology

Change Item 12, Termination

-to give Licensor (Soft Tech) right to terminate the agreement upon:

- change in executive management of Company

- sale of majority interest in Company to a third party

- there is a Change of Control in the Company

Employment Agreements

On February 21, 2020, effective January 1, 2020, the Company entered into executive employment agreements with Don D. Roberts as its President and Chief Executive Officer, Harold E. Hutchins as its Chief Financial Officer, and James Owens as its Chief Technology Officer. The details of these agreements are found in Note 6 below (Commitments). The agreements provide for salaries of $350,000 and auto allowances of $12,000 per year for each of the executives. On June 3, 2022, Mr. Owens’ salary was reduced to $1 per year and his auto allowance was removed. During the three and nine months ended September 30, 2022, $0 and $845,833, respectively, of Mr. Owens’ accrued salary and $0 and $29,000, respectively, of his accrued auto allowance were either forgiven or exchanged for a convertible note payable relative to the settlement agreement described above. As of September 30, 2022 and December 31, 2021, the accrued salaries resulting from these employment agreements were $1,712,000 and $1,950,000, respectively, and the accrued auto allowances were $48,000 and $59,400, respectively, and have been included in accrued salaries and related expenses on the accompanying unaudited condensed balance sheets. As of September 30, 2022 and December 31, 2021, payroll taxes in the amount of $119,692 and $82,623, respectively, have also been accrued related to these employment agreements. There were no accruals for these agreements prior to January 1, 2020. However, as of September 30, 2022 and December 31, 2021, $309,444 was accrued for an employment agreement dating back to 2016.

The salaries and related expenses related to these agreements for the three and nine months ended September 30, 2022 were $183,538 and $662,502, respectively, and $275,306 and $852,480 for the three and nine months ended September 30, 2021, respectively, and are included on the accompanying unaudited condensed statements of operations. During the three and nine months ended September 30, 2022, Mr. Hutchins was paid $21,000 and $63,000, respectively, of his salary and $1,800 and $5,400, respectively, in auto allowances. During the three and nine months ended September 30, 2021, Mr. Hutchins was paid $21,000 and $45,000, respectively, of his salary and $1,800 and $3,600, respectively, in auto allowances. The amounts paid to Mr. Hutchins were offset against his employment agreement amounts and therefore not accrued.