STOCKHOLDERS’ EQUITY (Tables)

9 Months Ended

Sep. 30, 2024

Equity [Abstract]

SCHEDULE OF COMMON STOCK ISSUED AND OUTSTANDING

Issuances in the period January 1 and September 30, 2024

Date		# Shares			Amount			Price/Share		Type	Notice
1/01/2024			—		$	—		$	—
8/19/2024	g		19,221,026			4,139,126			0.215	conversion Common Stock	affiliate
8/19/2024	d		8,973,405			160,950			0.018	exercise of warrant	affiliate
8/19/2024	c		776,817			353,840			0.455	debt conversion	affiliate
8/28/2024	g		22,370			14,820			0.662	conversion Common Stock	affiliate
8/28/2024	g		(100,000	)		(500	)		0.005	conversion Common Stock	affiliate
9/30/2024			28,893,618		$	4,668,236		$	0.162

Common Stock

Number of shares of Common Stock issued and outstanding during the reporting period(s):

Issuances in the period January 1 and September 30, 2023 (restated)

Date		# Shares		Amount			Price/Share		Type	Notice
1/01/2023			123,252,235	$	8,515,682		$	0.069
1/04/2023	a		93,750		30,000			0.320	private placement
1/04/2023	-		—		(30,000	)		—	subscription
2/10/2023	a		156,250		50,000			0.320	private placement
4/14/2023	c		137,656		44,050			0.320	debt conversion
4/14/2023	c		6,763,562		2,164,340			0.320	debt conversion	affiliate
4/18/2023	a		78,125		25,000			0.320	private placement
5/10/2023	e		—		348,637			—	warrants
5/15/2023	a		114,286		40,000			0.350	private placement
5/17/2023	b		522,138		67,878			0.130	convertible note
6/26/2023	b		803,292		104,428			0.130	convertible note
7/26/2023	a		500,000		100,000			0.200	private placement
8/21/2023	f		1,612,903		145,161			0.090	public offering
8/21/2023	c		1,600,000		193,000			0.120	debt conversion
8/25/2023	a		505,186		68,200			0.135	private placement
8/30/2023	b		1,109,861		144,282			0.130	convertible note
9/14/2023	c		5,824,741		830,026			0.143	debt conversion	affiliate
9/19/2023	a		200,000		27,000			0.135	private placement
9/19/2023	a		370,370		50,000			0.135	private placement
see Note 10	d		230,000		67,690			0.294	2021 Stock Plan	affiliate
see Note 10	d		481,000		73,102			0.152	2021 Stock Plan
9/30/2023			144,355,355	$	13,058,476		$	0.090

Issuances in the period January 1 and September 30, 2024

Date		# Shares			Amount			Price/Share		Type	Notice
1/01/2024			145,642,333		$	13,158,312		$	0.090
1/17/2024	a		333,333			45,000			0.135	private placement
1/17/2024	-		—			(45,000	)		—	subscription
1/18/2024	c		3,703,704			500,000			0.135	debt conversion
1/18/2024	c		3,599,289			485,904			0.135	debt conversion	affiliate
1/19/2024	a		(1,000,000	)		—			—	return to treasury
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			385,404			0.104	debt conversion
4/04/2024	c		1,000,000			104,000			0.104	debt conversion
4/15/2024	b		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
8/19/2024	g		(96,105,125	)		(4,139,126	)		0.043	conversion Preferred Stock	affiliate
8/28/2024	g		(111,847	)		(14,820	)		0.133	conversion Preferred Stock	affiliate
8/28/2024	g		500,000			500			0.001	conversion Preferred Stock	affiliate
see Note 10	d		1,886,944			207,289			0.110	2021 Stock Plan	affiliate
see Note 10	d		1,764,123			187,607			0.106	2021 Stock Plan
9/30/2024			82,238,648		$	12,546,052		$	0.151

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.

SCHEDULE OF WARRANT ACTIVITY

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

		Number of Warrants		Weighted Average Exercise Price		Weighted- Average Remaining Expected Term
Outstanding as at January 1, 2023			542,030	$	0.42	$	4.1
Granted	a		800,000		0.20		5.0
Exercised			—		—		—
Forfeited/Cancelled			—		—		—
Outstanding as at September 30, 2023			1,342,030	$	0.29	$	4.1
Outstanding as at January 1, 2024			1,342,030	$	0.29	$	3.5
Granted	a		—		—		—
Exercised			—		—		—
Forfeited/Cancelled			—		—		—
Outstanding as at September 30, 2024			1,342,030	$	0.29	$	3.0

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.

A warrant agreement issued in 2019 for a total of 50,000 warrants includes provisions for dilutive issuance and cash-less exercise. If exercised at December 31, 2023, the provisions would have resulted in an issuance of 1,130,114 shares at an average conversion price of $0.11, or 221,023 shares in a cash-less exercise. The warrant should have been cancelled on May 3, 2021 in connection with the issuance of a restructuring note issued in exchange for notes issued in 2019 and a reservation is held against the purchaser of the 2021 Note. The warrant is expected to forfeit on October 22, 2024.

SCHEDULE OF WARRANT OUTSTANDING AND EXERCISABLE WARRANTS

The following table summarizes information about stock warrants that are vested or expected to vest at September 30, 2024:

		Warrants Outstanding and Exercisable
Number of Warrants		Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value
	1,342,030	$	0.29		3.0	$	—