| STOCKHOLDERS’ EQUITY |
NOTE
10 – STOCKHOLDERS’ EQUITY
The
Company is authorized to issue 400,000,000 shares of Common Stock, and 50,000,000 shares of Preferred Stock.
Each
share of Preferred Stock has the voting power of ten shares of Common Stock, and can at any time be converted into five, shares of Common
Stock. The table below sets forth the number of shares of Preferred Stock issued and outstanding during the reporting period(s). There
were 43,158,248 Preferred Stock outstanding on December 31, 2024:
Issuances
in the period January 1 and June 30, 2025
SCHEDULE OF COMMON STOCK ISSUED AND OUTSTANDING
| Date |
|
|
|
#
Shares |
|
|
Amount |
|
|
Price/Share |
|
|
Type |
|
Notice |
| 1/01/2025 |
|
|
|
|
43,158,248 |
|
|
$ |
4,407,172 |
|
|
$ |
0.102 |
|
|
|
|
|
| 1/10/2025 |
|
h |
|
|
(150,000 |
) |
|
|
(750 |
) |
|
|
0.005 |
|
|
Stock conversion |
|
affiliates |
| 3/31/2025 |
|
|
|
|
— |
|
|
|
214,780 |
|
|
|
— |
|
|
Payroll forfeiture* |
|
affiliates |
| See
Note 11 |
|
d |
|
|
421,391 |
|
|
|
153,342 |
|
|
|
0.364 |
|
|
2021 Stock Plan |
|
affiliates |
| 6/30/2025 |
|
|
|
|
43,429,639 |
|
|
$ |
4,774,544 |
|
|
$ |
0.110 |
|
|
|
|
|
| * |
The transaction originating from the Company’s Officers forfeiting payroll of $941,890, whereof $214,780 was
accrued in prior year. (See note 7 for more details). |
Common
stock
Number
of shares of Common Stock issued and outstanding during the reporting period(s):
Issuances
in the period January 1 and June 30, 2024
| Date |
|
|
|
#
Shares |
|
|
Amount |
|
|
Price/Share |
|
|
Type |
|
Notice |
| 1/01/2024 |
|
|
|
|
144,642,333 |
|
|
$ |
13,275,356 |
|
|
$ |
0.089 |
|
|
|
|
|
| 1/17/2024 |
|
a |
|
|
— |
|
|
|
(45,000 |
) |
|
|
— |
|
|
subscription |
|
|
| 1/17/2024 |
|
a |
|
|
333,333 |
|
|
|
45,000 |
|
|
|
0.135 |
|
|
private placement |
|
|
| 1/18/2024 |
|
c |
|
|
3,703,704 |
|
|
|
371,108 |
|
|
|
0.100 |
|
|
debt conversion |
|
|
| 1/18/2024 |
|
c |
|
|
3,599,289 |
|
|
|
485,904 |
|
|
|
0.135 |
|
|
debt conversion |
|
affiliates |
| 1/22/2024 |
|
c |
|
|
4,356,778 |
|
|
|
— |
|
|
|
— |
|
|
exercise of warrant |
|
cashless |
| 1/22/2024 |
|
b |
|
|
8,950,474 |
|
|
|
1,163,562 |
|
|
|
0.130 |
|
|
convertible note |
|
|
| 3/20/2024 |
|
b |
|
|
906,618 |
|
|
|
100,000 |
|
|
|
0.110 |
|
|
convertible note |
|
|
| 3/27/2024 |
|
c |
|
|
3,705,808 |
|
|
|
279,051 |
|
|
|
0.075 |
|
|
debt conversion |
|
|
| 4/04/2024 |
|
c |
|
|
1,000,000 |
|
|
|
104,000 |
|
|
|
0.104 |
|
|
debt conversion |
|
|
| 4/15/2024 |
|
c |
|
|
479,192 |
|
|
|
62,295 |
|
|
|
0.130 |
|
|
convertible note |
|
|
| 4/15/2024 |
|
a |
|
|
173,077 |
|
|
|
18,000 |
|
|
|
0.104 |
|
|
private placement |
|
|
| 4/19/2024 |
|
c |
|
|
250,000 |
|
|
|
32,125 |
|
|
|
0.129 |
|
|
debt conversion |
|
|
| 4/22/2024 |
|
a |
|
|
194,553 |
|
|
|
25,000 |
|
|
|
0.128 |
|
|
private placement |
|
|
| 5/16/2024 |
|
b |
|
|
769,231 |
|
|
|
100,000 |
|
|
|
0.130 |
|
|
convertible note |
|
|
| 5/20/2024 |
|
c |
|
|
1,027,397 |
|
|
|
150,000 |
|
|
|
0.146 |
|
|
debt conversion |
|
|
| 6/27/2024 |
|
a |
|
|
212,766 |
|
|
|
20,000 |
|
|
|
0.094 |
|
|
private placement |
|
|
| see
Note 11 |
|
d |
|
|
1,432,398 |
|
|
|
153,173 |
|
|
|
0.107 |
|
|
2021 Stock Plan |
|
affiliates |
| see
Note 11 |
|
d |
|
|
1,679,477 |
|
|
|
176,174 |
|
|
|
0.105 |
|
|
2021
Stock Plan |
|
|
| 6/30/2024 |
|
|
|
|
177,416,428 |
|
|
$ |
16,515,748 |
|
|
$ |
0.093 |
|
|
|
|
|
Issuances
in the period January 1 and June 30, 2025
| Date |
|
|
|
#
Shares |
|
|
Amount |
|
|
Price/Share |
|
|
Type |
|
Notice |
| 1/01/2025 |
|
|
|
|
86,782,908 |
|
|
$ |
12,722,039 |
|
|
$ |
0.147 |
|
|
|
|
|
| 1/10/2025 |
|
d |
|
|
750,000 |
|
|
|
750 |
|
|
|
0.001 |
|
|
Stock conversion |
|
|
| see
Note 11 |
|
d |
|
|
1,459,335 |
|
|
|
106,754 |
|
|
|
0.073 |
|
|
2021 Stock Plan |
|
|
| 6/30/2025 |
|
|
|
|
88,992,243 |
|
|
$ |
12,829,543 |
|
|
$ |
0.144 |
|
|
|
|
|
| a |
The Company claims an exemption
from the registration requirements of the Securities Act for the private placement of these securities pursuant to Section 4(a)(2)
of the Securities Act and/or Rule 506 of Regulation D promulgated under the Securities Act. |
| b |
The Common Stock underlying
the Convertible Note(s) are currently eligible for resale under Rule 144. At the time of sale of the promissory note, the Company
claimed an exemption from the registration requirements of the Securities Act for these securities pursuant to Section 4(a)(2) of
the Securities Act and/or Rule 506 of Regulation D promulgated under the Securities Act. |
| c |
The Company claims an exemption
from the registration requirements of the Securities Act pursuant to the Exchange Exemption in Rule 3(a)(9) of the Securities Act. |
| d |
The Company claims an exemption
from the registration requirements of the Securities Act for the Compensatory Benefit Plan pursuant to Rule 701 of the Securities
Act. |
| e |
The Company claims an exemption
from the registration requirements of the Securities Act pursuant to the Exchange Exemption in section 12(a) of the Securities Act. |
| f |
The shares were issued
after the Company filed a registration statement with the SEC, on Form S-1 |
| g |
The Company claims an exemption
from the registration requirements of the Securities Act pursuant to the Exchange Exemption under Rule 145 of the Securities Act. |
| h |
The Company claims an exemption
from the registration requirements of the Securities Act pursuant to the Exchange Exemption under Rule 144 of the Securities Act. |
Common
Stock Warrants
The
fair value of stock warrants granted for the six months ended June 30, 2025, and December 31, 2024 was calculated with the following
assumptions:
SCHEDULE OF STOCK WARRANTS VALUATION ASSUMPTIONS
| |
|
June
30, 2025 |
|
|
December
31, 2024 |
|
| Risk-free interest
rate |
|
|
3.72
– 4.61 |
% |
|
|
3.41
– 4.72 |
% |
| Expected dividend yield |
|
|
0 |
% |
|
|
0 |
% |
| Volatility factor (monthly) |
|
|
124.79 |
% |
|
|
129.14 |
% |
| Expected life of warrant |
|
|
5 years |
|
|
|
5 years |
|
For
the six months ended June 30, 2025, and 2024, the Company did not award any warrants.
The
following table summarizes the Company’s Common Stock warrant activity for the six months ended June 30, 2025, and 2024:
SCHEDULE OF WARRANT ACTIVITY
| |
|
Number
of
Warrants |
|
|
Weighted
Average
Exercise Price |
|
|
Weighted
Average Remaining Expected Term |
|
| Outstanding as at January 1, 2024 |
|
|
1,342,030 |
|
|
$ |
0.29 |
|
|
|
3.8 |
|
| Granted |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Exercised |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Forfeited/Cancelled |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Outstanding as at June 30, 2024 |
|
|
1,342,030 |
|
|
$ |
0.29 |
|
|
|
3.2 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Outstanding as at January 1, 2025 |
|
|
1,292,030 |
|
|
$ |
0.22 |
|
|
|
2.6 |
|
| Granted |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Exercised |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Forfeited/Cancelled |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Outstanding as at
June 30, 2025 |
|
|
1,292,030 |
|
|
$ |
0.22 |
|
|
|
2.1 |
|
The
following table summarizes information about stock warrants that are vested or expected to vest at June 30, 2025, with a market price
of $0.15 at June 30, 2025:
SCHEDULE OF WARRANT OUTSTANDING AND EXERCISABLE WARRANTS
| Warrants
Outstanding and Exercisable |
| Exercise
Price |
|
|
Number
of Warrants |
|
|
Weighted
Average Exercise Price Per Share |
|
|
Weighted
Average Remaining Contractual Life (Years) |
|
|
Aggregate
Intrinsic Value |
|
| $ |
0.20-0.25 |
|
|
|
1,264,030 |
|
|
$ |
0.23 |
|
|
|
2.8 |
|
|
$ |
— |
|
| |
0.47 |
|
|
|
28,000 |
|
|
|
0.47 |
|
|
|
2.4 |
|
|
|
— |
|
| $ |
0.20-0.47 |
|
|
|
1,292,030 |
|
|
$ |
0.22 |
|
|
|
2.5 |
|
|
$ |
— |
|
The
weighted-average remaining contractual life for warrants exercisable at June 30, 2025, is 2.5 years. The aggregate intrinsic value for
fully vested, exercisable warrants was $0 at June 30, 2025.
|