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Common Stock
9 Months Ended
Sep. 30, 2024
Equity [Abstract]  
Common Stock

Note 9 – Common Stock

 

The Company is authorized to issue 500,000,000 shares of common stock. As of September 30, 2024, a total of 107,845,554 shares were issued and outstanding. As of December 31, 2023, 107,845,554 shares were issued, of which 107,839,299 shares were outstanding and 6,255 shares were classified as treasury stock.

 

During the year ended December 31, 2022, the Company issued 4,800,000 shares of its restricted common stock at a price of $0.067 per share for total gross proceeds of $320,000. The Company incurred $32,237 in share issuance costs related to this transaction.

 

During the year ended December 31, 2022, the Company issued 600,000 shares of common stock at a price of $0.067 with a fair value of $40,000 to settle accounts payable of $40,000 owed to a company controlled by the Company’s Chief Executive Officer at the time. No gain or loss was recognized on the settlement, and no share-issuance costs were incurred.

 

On April 19, 2023, the Company effected a 3-for-1 forward stock split for shareholders of record as of March 31, 2023. All share and per-share data have been retroactively adjusted to reflect the impact of the stock split in all periods presented.

 

During the nine months ended September 30, 2024, the Company issued 12,500,000 shares of restricted common stock at an approximate price of $0.008 per share as part of executing a consulting services agreement with its majority stockholder. The Company accounts for stock-based compensation awards in accordance with the provisions of ASC 718, which requires that the cost of all equity-based compensation be reflected in the financial statements over the vesting period based on the estimated fair value of the awards. Subsequent to the end of the reporting period, the Board of Directors approved the decision to exercise the claw-back provision included in the consulting services agreement, and the claw-back provision was formally exercised by the Company for all 12,500,000 shares before December 31, 2024. Due to the exercise of the claw-back provision, the stock-based compensation expense associated with this award was fully reversed and no net expense was recorded.

 

Subsequent to the issuance of the previous financial statements, the Company conducted an examination of its stock records and determined 6,255 shares previously reported as treasury stock were no longer held by the Company as of January 1, 2024. The Company concluded the shares were reissued in a prior period, and the impact is immaterial. The Company has removed the 6,255 shares from treasury stock and made a corresponding adjustment to additional paid-in capital. The impact of this adjustment is immaterial, and it did not affect net loss or cash flows in any period presented.

 

No other shares of common stock were issued during the nine months ended September 30, 2024 or the year ended December 31, 2023.