Annual report [Section 13 and 15(d), not S-K Item 405]

STOCK WARRANTS

STOCK WARRANTS

12 Months Ended

Dec. 31, 2024

NOTE 10 – STOCK WARRANTS

On March 3, 2023, the Company entered into an agreement with Ross Sklar for 114,286 warrants to purchase shares of Class A common stock to be issued as a funding fee for the $800,000 secured promissory note (see Note 9). The warrants were valued using the Black-Scholes option pricing model under the following assumptions as found in the table below.

On June 1, 2023, the Company entered into an agreement with a consultant for services to be performed. As consideration therefore, the Company granted the consultant stock warrants to purchase 150,000 shares of common stock. The warrants vest over a three-year term. The warrants were valued using the Black-Scholes option pricing model under the following assumptions as found in the table below.

Date	Number of Stock Warrants		Stock Price		Strike Price		Expected Volatility			Interest Rate			Warrants and Rights Outstanding, Measurement Input			Expected Term		Fair Value
										Risk-
	Number of									free
	Stock		Stock		Strike		Expected			Interest			Dividend			Expected		Fair
Date	Warrants		Price		Price		Volatility			Rate			Rate			Term		Value
03/03/2023		114,286	$	0.17	$	0.01		137.62	%		4.26	%		0.00	%		5.0 years	$	18,710
06/01/2023		150,000	$	0.12	$	0.19		150.24	%		3.70	%		0.00	%		3.0 years	$	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 with warrants			Weighted Average Exercise Price		Weighted-Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value
Outstanding, December 31, 2022		41,085,714		$	0.24		4.64	$	45,714
Issued		264,286			0.11		4.88		15,886
Expired		2,000,000			1.05		-		-
Outstanding, December 31, 2023		39,350,000		$	0.20		3.87	$	61,600

Outstanding, December 31, 2023		39,350,000		$	0.20		3.87	$	61,600
Expired		(250,000	)		1.00		-		-
Outstanding, December 31, 2024		39,100,000		$	0.19		2.88	$	21,000

Exercisable, December 31, 2024		29,438,863		$	0.19		2.88	$	21,000

The fair value of stock warrants granted and vested during the year ended December 31, 2024 was zero and $1,564,350, respectively.

The fair value of stock warrants granted and vested during the year ended December 31, 2023 was $32,723 and $1,607,901 respectively.

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

SCHEDULE OF EXERCISABLE WARRANTS

				Weighted-		Weighted-
				Average		Average
Range of		Outstanding		Remaining Life		Exercise		Number
exercise prices		Warrants		In Years		Price		Exercisable
$	0.90		300,000		0.75	$	0.90		300,000
	0.19		38,300,000		2.90		0.19		28,638,863
	0.20		100,000		2.84		0.20		100,000
	0.01		400,000		3.05		0.01		400,000
			39,100,000		2.88	$	0.19		29,438,863

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

Total compensation expense related to the stock warrants was $1,564,350 and $1,589,191 for the years ended December 31, 2024 and 2023, respectively and was included in compensation expense on the statement of operations. As of December 31, 2024, there was $1,190,594 in future compensation cost related to non-vested stock warrants.

The aggregate intrinsic value as of December 31, 2024 is $21,000 for total outstanding and exercisable warrants, which was based on our estimated fair value of the common stock of $0.06, had all warrant holders exercised their warrants as of that date, net of the aggregate exercise price.