Quarterly report pursuant to Section 13 or 15(d)

STOCK WARRANTS

STOCK WARRANTS

3 Months Ended

Mar. 31, 2024

NOTE 9 – STOCK WARRANTS

On each of September 12, 2022, November 1, 2022, November 3, 2022, and June 1, 2023, the Company entered into agreements with members of the Board and consultants for services to be performed. As consideration therefore, the Company granted those individuals stock warrants to purchase an aggregate of 38,400,000 shares of common stock. The warrants vest over various terms for periods from one to five years. The warrants were valued using the Black-Scholes option pricing model under the assumptions as found in the table below.

On December 29, 2022 and March 3, 2023, the Company entered into agreements with Sklar, for warrants to purchase shares of common stock to be issued as a funding fee for an aggregate principal amount of $2,800,000 in secured promissory notes (see Note 7). The warrants were valued using the Black-Scholes option pricing model under the following assumptions as found in the table below.

The table below summarizes the grants of stock warrants and includes the assumptions used for valuation under the Black-Scholes option pricing model.

Date	Number of Stock Warrants		Stock Price		Strike Price		Expected Volatility			Interest Rate			Warrants and Rights Outstanding, Measurement Input			Expected Term		Fair Value
	Number of															Expected
	Stock		Stock		Strike		Expected			Interest			Dividend			Term		Fair
Date	Warrants		Price		Price		Volatility			Rate			Rate			(years)		Value
9/12/2022		33,150,000	$	0.19	$	0.19		103.09	%		3.47	%		0.00	%		3.0	$	4,088,769
11/1/2022		100,000	$	0.20	$	0.20		102.86	%		4.27	%		0.00	%		1.0	$	8,116
11/3/2022		5,000,000	$	0.19	$	0.19		102.84	%		4.36	%		0.00	%		3.0	$	618,176
12/29/2022		285,714	$	0.20	$	0.01		103.49	%		3.94	%		0.00	%		1.0	$	54,401
3/3/2023		114,286	$	0.17	$	0.01		137.62	%		4.26	%		0.00	%		1.0	$	18,710
6/1/2023		150,000	$	0.12	$	0.19		150.24	%		3.70	%		0.00	%		3.0	$	14,013

A summary of the status of the Company’s outstanding stock warrants and changes during the periods is presented below:

	Shares available to purchase		Weighted Average		Weighted Average Remaining Contractual		Aggregate
	with warrants		Exercise Price		Term (in years)		Intrinsic Value
Outstanding, December 31, 2023		39,350,000	$	0.20		3.87	$	50,800
Issued		-		-		-		-
Exercised		-		-		-		-
Cancelled		-		-		-		-
Expired		-		-		-		-
Outstanding, March 31, 2024		39,350,000	$	0.20		3.87	$	50,800

Exercisable, March 31, 2024		17,449,989	$	0.20		3.41	$	50,800

Outstanding, December 31, 2022		41,085,714	$	0.24		4.64	$	45,714
Issued		114,286		0.01		4.93		52,000
Exercised		-		-		-		-
Cancelled		-		-		-		-
Expired		-		-		-		-
Outstanding, March 31, 2023		41,200,000	$	0.19		4.65	$	97,714

Exercisable, March 31, 2023		4,681,943	$	0.24		4.4	$	52,000

The fair value of stock warrants granted and vested during the three months ended March 31, 2024 was zero and $241,359, respectively.

The fair value of stock warrants granted and vested during the three months ended March 31, 2023 was $18,710 and $278,649 respectively.

The following table summarizes information about stock warrants to purchase shares of the Company’s Class A common stock outstanding and exercisable as of March 31, 2024:

				Weighted-		Weighted-
				Average		Average
Range of		Outstanding		Remaining Life		Exercise		Number
exercise prices		Warrants		In Years		Price		Exercisable
$	1.00		250,000		0.50	$	1.00		250,000
$	0.90		300,000		1.50	$	0.90		250,000
$	0.19		38,300,000		3.65	$	0.19		16,449,989
$	0.20		100,000		3.59	$	0.20		100,000
$	0.01		400,000		3.80	$	0.01		400,000

			39,350,000		3.62	$	0.20		17,449,989

The compensation expense attributed to the issuance of the stock warrants is recognized as they are vested.

Total compensation expense related to the stock warrants was $390,747 and $375,501 for the three months ended March 31, 2024 and 2023, respectively, and was included in compensation expense on the statement of operations. As of March 31, 2024, there was $2,364,196 in future compensation cost related to non-vested stock warrants.

The aggregate intrinsic value as of March 31, 2024 is $50,800 for total outstanding and exercisable warrants, which was based on our estimated fair value of the common stock of $0.14, had all warrant holders exercised their warrants as of that date, net of the aggregate exercise price.