STOCK OPTION PLAN AND STOCK-BASED COMPENSATION

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

STOCK OPTION PLAN AND STOCK-BASED COMPENSATION

NOTE 10 – STOCK OPTION PLAN AND STOCK-BASED COMPENSATION

On January 15, 2021, the Company adopted a stock option plan entitled “The 2021 Employee, Director and Consultant Stock Plan” (the “2021 Plan”) under which the Company may grant Options to Purchase Stock, Stock Awards or Stock Appreciation Rights up to 15% of the then fully diluted number of shares of the Company’s Common Stock, automatically adjusted on January 1 each year. On January 1, 2024, the 2021 Plan was reset in accordance with its stipulations. After the reset on January 15, 2024, there were 30,028,314 shares of Common Stock awards available for grant.

Under the terms of the 2021 Plan, the Board of Directors shall specify the exercise price and vesting period of each stock option on the grant date. Vesting of the options is typically immediate and the options typically expire in five years. Stock Awards, which are fully and immediately vested upon issuance, may be directly issued under the Plan (without any intervening options).

Shares of Common Stock granted and vested under the 2021 Plan

As at January 1, 2024, there were 5,288,687 shares issued valued at a fair historic market value of $99,910 at the time of award and at September 30, 2024, there were 8,939,754 shares issued valued at a fair historic market value of $494,806 at the time of award. As at January 1, 2023, there were 4,290,709 shares issued valued at a fair historic market value of negative ($97,272) (historically awarded “expensive” stock were returned to treasury in 2021) at the time of award, and at September 30, 2023, there were 5,001,709 shares issued valued at a fair historic market value of $43,520 at the time of award.

The following table summarizes the Company’s granted and issued stock awards in the nine months ended September 30, 2024, and 2023:

Issuances under the 2021 Stock Plan in the period January 1 and September 30, 2023
Date		# Shares		Amount			Price/Share		Type	Notice
1/01/2023		4,290,709	$	(97,272	)		(0.023	)
4/19/2023	*	110,000		50,200		$	0.456		stipend	affiliate
4/19/2023		4,000		1,790			0.448		stipend
8/04/2023	*	120,000		17,490			0.150		stipend	affiliate
8/04/2023		477,000		71,312			0.150		stipend
9/30/2023		5,001,709	$	43,520		$	0.009

Issuances under the 2021 Stock Plan in the period January 1 and September 30, 2024
Date		# Shares			Amount		Price/Share	Type	Notice
1/01/2024		5,288,687		$	99,910		0.019
3/27/2024	*	211,269			30,000	$	0.142	stipend	affiliate
3/27/2024		72,423			10,284		0.142	stipend
3/27/2024	*	979,191			101,835		0.104	bonus	affiliate
3/27/2024		1,570,808			158,164		0.104	bonus
3/27/2024		(50,000	)		—		—	return to treasury
4/19/2024	*	241,938			30,000		0.124	stipend	affiliate
4/19/2024		86,246			10,694		0.124	stipend
8/14/2024	*	454,546			45,454		0.100	stipend	affiliate
8/14/2024		84,646			8,465		0.100	stipend
9/30/2024		8,939,754		$	494,806	$	0.055

	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.
*	The shares are held as shares of Preferred Shares, but are for comparison purposes expressed as Common share equivalents in this table.

In the nine months ended September 30, 2024, and 2023, the Company recorded stock-based compensation expense of $404,807 and $157,268, respectively, in connection with share-based payment awards.

Stock options granted and vested 2021 Plan

As at January 1, 2024, there were 335,000 outstanding stock options valued at historic fair market value of $155,505. There were 335,000 options were forfeited in the nine months ended September 30, 2024, and no stock options were granted. At September 30, 2024, there are no longer any outstanding stock options. As at January 1, 2023, there were 524,000 outstanding stock options valued at historic fair market value of $173,362. There were 144,000 options forfeited in the nine months ended September 30, 2023, and no additional stock options were granted. At September 30, 2023, there were 380,000 outstanding stock options with a fair historic market value of $161,297.

The following table summarizes the Company’s stock option activity in the nine months ended September 30, 2024, and 2023:

	Number of Options			Exercise Price per Share		Weighted Average Exercise Price per Share
Outstanding as of January 1, 2023		524,000		$	0.001 – 0.95	$	0.44
Granted		—			—		—
Exercised		—			—		—
Options forfeited/cancelled		(144,000	)		0.001 – 0.32		0.11
Outstanding as of September 30, 2023		380,000		$	$ 0.001 – 0.95	$	0.48
Outstanding as of January 1, 2024		335,000		$	0.001 – 0.95	$	0.62
Granted		—			—		—
Exercised		—			—		—
Options forfeited/cancelled		(335,000	)		0.001 – 0.95		0.62
Outstanding as of September 30, 2024		—		$	—	$	—

In the nine months ended September 30, 2024, and 2023, $155,505 and $12,065, respectively, of Company stock-option awards were forfeited.

As at September 30, 2024, the Company has 26,712,247 options or stock awards available for grant under the 2021 Plan.