Bloomios (BLMS) 10-Q 18 May 23 2023 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Mar. 31, 2023	May 15, 2023
Cover [Abstract]
Entity Registrant Name	BLOOMIOS, INC.
Entity Central Index Key	0001138608
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	true
Entity Current Reporting Status	Yes
Document Period End Date	Mar. 31, 2023
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2023
Entity Ex Transition Period	false
Entity Common Stock Shares Outstanding		30,055,077
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	333-257890
Entity Incorporation State Country Code	NV
Entity Tax Identification Number	87-4696476
Entity Address Address Line 1	701 Anacapa Street
Entity Address Address Line 2	Ste C
Entity Address City Or Town	Santa Barbara
Entity Address State Or Province	CA
Entity Address Postal Zip Code	93101
City Area Code	805
Local Phone Number	222-6330
Entity Interactive Data Current	Yes

Consolidated Balance Sheet

Consolidated Balance Sheet - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Current Assets:
Cash	$ 0	$ 0
Accounts receivable - net	561,400	526,175
Inventory	1,761,516	1,772,108
Prepaid Expenses	0	28,500
Deposits	73,198	117,587
Total Current Assets	2,396,114	2,444,370
Property and Equipment - Net	1,485,957	1,526,703
Loan receivable	50,000	50,000
Right of use asset	630,858	57,327
Goodwill	21,865,198	21,865,198
Investment Infusionz	0	0
Other assets	73,169	67,290
Total Assets	26,501,296	26,010,888
Current Liabilities:
Accounts payable	2,769,712	2,342,046
Accrued expenses	1,108,661	1,109,336
Accrued Expenses related party	835,662	163,556
Unearned revenue	329,661	436,887
Due to Upexi	1,334,780	504,058
Customer JV account liabilities	300,000	300,000
Lease liability current	358,812	57,327
Notes payable	531,000	531,000
Notes payable PPP	0	0
Notes payable - related party	91,500	91,500
Notes Payable - Convertibles Related Party	1,909,599	1,773,655
Notes payable - convertibles (net of debt discount)	20,346,169	19,872,470
Total Current Liabilities	29,915,556	27,181,835
Long-Term Debt:
Lease liability	272,046	0
Notes payable	149,269	150,000
Total Liabilities	30,336,871	27,331,835
Stockholders' (Deficit)
Shares to be issued	24,717	3,853,649
Common stock ($0.00001 par value; 950,000,000 shares authorized; 29,949,538 and 14,250,659 shares issued and outstanding at March 31, 2023 and December 31, 2022 respectively	441	284
Additional paid-in capital	10,483,670	6,434,677
Accumulated deficit	(22,844,403)	(20,109,557)
Total Stockholders' (Deficit)	(3,835,575)	(1,320,947)
Total Liabilities and Stockholders' Deficit	26,501,296	26,010,888
Series A Preferred Stock
Stockholders' (Deficit)
Preferred stock	0	0
Series B Preferred Stock
Stockholders' (Deficit)
Preferred stock	0	0
Series C Preferred Stock
Stockholders' (Deficit)
Preferred stock	0	0
Series D Preferred Stock [Member]
Stockholders' (Deficit)
Preferred stock	$ 8,500,000	$ 8,500,000

Consolidated Balance Sheet (Par

Consolidated Balance Sheet (Parenthetical) - $ / shares	Mar. 31, 2023	Dec. 31, 2022	Apr. 12, 2021
Common stock, par value per share	$ 0.00001	$ 0.00001
Common stock, shares authorized	950,000,000	950,000,000
Common stock, shares issued	29,949,538	14,250,659
Common stock, shares outstanding	29,949,538	14,250,659
Preferred stock shares authorized	5,000,000
Series A Preferred Stock
Preferred stock, par value per share	$ 0.00001	$ 0.00001	$ 0.00001
Preferred stock shares authorized	10,000	10,000
Preferred stock, shares issued	10,000	10,000
Perferred stock, shares outstanding	10,000	10,000
Series B Preferred Stock
Preferred stock, par value per share	$ 0.00001	$ 0.00001	$ 0.00001
Preferred stock shares authorized	800	800
Preferred stock, shares issued	0	800	800
Perferred stock, shares outstanding	0	800
Series C Preferred Stock
Preferred stock, par value per share	$ 0.00001	$ 0.00001
Preferred stock shares authorized	3,000,000	3,000,000
Preferred stock, shares issued	0	310,000
Perferred stock, shares outstanding	0	310,000
Series D Preferred Stock [Member]
Preferred stock, par value per share	$ 0.00001	$ 0.00001
Preferred stock shares authorized	85,000	85,000
Preferred stock, shares issued	85,000	85,000
Perferred stock, shares outstanding	85,000	85,000

Consolidated Statement of Opera

Consolidated Statement of Operations - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Consolidated Statement of Operations
Sales	$ 2,754,899	$ 1,494,390
Cost of Goods Sold	2,079,595	854,283
Gross Profit	675,304	640,107
General and Administrative expense	506,677	356,977
Salaries	734,995	601,430
Rent	294,519	101,883
Utilities	34,745	27,123
Professional fees	15,407	64,164
Consulting	456,774	237,948
Depreciation	42,043	95,174
Reserve for Bad Debt expense	0	0
Share based Expense	248,718	95,467
Total Expenses	2,333,878	1,580,166
Net Profit from Operations	(1,658,574)	(940,059)
Other Income / (Expenses)
Shares issued for inducement	0	(82,100)
Financing Fees	0	(47,371)
Interest Expense	(1,076,272)	(186,203)
Net Profit / (Loss) Before Income Taxes	(2,734,846)	(1,255,733)
Income Tax Expense	0	0
Net Profit / (Loss)	$ (2,734,846)	$ (1,255,733)
NET PROFIT / (LOSS) PER COMMON SHARE - BASIC AND DILUTED	$ (0.11)	$ (0.10)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC AND DILUTED	25,414,306	12,849,729

Consolidated Statement of Stock

Consolidated Statement of Stockholders Equity - USD ($)	Total	Common Stock	Preferred Stock	Shares to be issued [Member]	Additional Paid-In Capital	Accumulated Deficit [Member]
Balance, shares at Dec. 31, 2021		12,702,134	320,800
Balance, amount at Dec. 31, 2021	$ (1,569,549)	$ 144	$ 3	$ 61,500	$ 4,704,193	$ (6,335,389)
Shares issued for inducement, shares		244,086
Shares issued for inducement, amount	510,620	$ 9	0	0	510,611	0
Shares issued for inducement from to be issued, shares		50,000
Shares issued for inducement from to be issued, amount	0	$ 5	0	(61,500)	61,495	0
Warrants Issued	28,979	$ 0	0	0	28,979	0
Shares issued for prepaid services, shares		300,000
Shares issued for prepaid services, amount	306,000	$ 30	0	0	305,970	0
Vested Stok options	381,119	$ 0	0	0	381,119	0
Warrants converted JSC, shares		484,500
Warrants converted JSC, amount	0	$ 48	0	0	(48)	0
Warrants converted Leonite, shares		171,433
Warrants converted Leonite, amount	0	$ 17	$ 0	0	(17)	0
Sunstone Capital Series C Conversion, shares		125,506	(310,000)
Sunstone Capital Series C Conversion, amount	0	$ 13	$ (2)	0	(11)	0
Series B Conversion recorded to (to be issued), shares			800
Series B Conversion recorded to (to be issued), amount	0	$ 0	$ (1)	1	0	0
Shares Issued for inducement1, shares		115,000
Shares Issued for inducement1, amount	282,901	$ 12	0	0	282,890	0
Shares Issued for inducement2, shares		58,000
Shares Issued for inducement2, amount	159,503	$ 6	0	0	159,497	0
Inducement shares for Q4 Financing	3,853,648	0	0	3,853,648	0	0
Investment in Infusionz	8,500,000	0	8,500,000	0
Net loss	(13,774,168)	0	0	0	0	(13,774,168)
Balance, amount at Dec. 31, 2022	(1,320,947)	$ 284	$ 8,500,000	3,853,649	6,434,677	(20,109,557)
Balance, Shares at Dec. 31, 2022		14,250,659	10,000
Shares issued for inducement from to be issued, shares		2,922,849
Shares issued for inducement from to be issued, amount	0	$ 29	$ 0	(3,828,931)	3,828,902	0
Net loss	(2,734,846)	0	0	0	0	(2,734,846)
Vested Stock options	95,218	$ 0	0	0	95,218	0
Shares Issued for Services, shares		125,000
Shares Issued for Services, amount	125,000	$ 1	0	0	124,999	0
Shares issued for Preferred stock conversion, shares		12,651,030
Shares issued for Preferred stock conversion, amount	0	$ 127	0	(1)	(126)	0
Balance, amount at Mar. 31, 2023	$ (3,835,575)	$ 441	$ 8,500,000	$ 24,717	$ 10,483,670	$ (22,844,403)
Balance, Shares at Mar. 31, 2023		29,949,538	10,000

Consolidated Statements of Cash

Consolidated Statements of Cash flows - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Cash provided (used) from operating activities
Net Income (Loss)	$ (2,734,846)	$ (1,255,734)
Depreciation	42,043	95,174
Shares issued for inducement	0	140,247
Share based expense	248,718	95,467
Finance fees and debt Discount	581,454	231,671
Change in accounts receivable	(35,225)	(17,962)
Change in inventory	10,592	98,720
Change in other assets	72,889	0
Change in Accounts Payable and Accrued Expenses	1,257,713	174,502
Change in Accrued Expenses - related party	135,944	26,942
Change in Unearned Revenue	(107,226)	85,776
Net cash provided (used) from operating activities	(527,944)	(325,197)
Cash used in investing activities
Investment in Infusionz	0	0
Purchase of Equipment	0	(24,230)
Net cash used in investing activities	0	(24,230)
Cash provided by financing activities
Proceeds from Notes Payable	412,000	309,700
Payment on notes payable	(20,000)	(132,880)
Proceeds from (payments to) Notes Payable related parties	135,944	150,000
Net cash provided by financing activities	527,944	326,820
Net Increase (Decrease) In Cash	0	(22,607)
Cash At Beginning of Period	0	270,515
Cash At End of Period	0	247,908
Supplemental Cashflow Information
Interest Paid	0	0
Taxes Paid	$ 0	$ 0

BUSINESS ACTIVITY

BUSINESS ACTIVITY	3 Months Ended
	Mar. 31, 2023
BUSINESS ACTIVITY
BUSINESS ACTIVITY	NOTE 1 - BUSINESS ACTIVITY Bloomios manufactures, markets and distributes U.S. hemp-derived supplements and cosmetic products through wholesale distribution channels in the United States of America, through its wholly-owned subsidiary Bloomios Private Label (“BPL”). BPL provides innovative and quality manufacturing, processing, sourcing and distribution of hemp-derived, nootropic and nutraceutical products to wholesalers and retailers. BPL provides support at each step from custom formulation, order fulfillment, and brand development. We offer our private-label and white-label customers large collections of customizable hemp products that include over 80 products across 10 categories in addition to custom formulation and manufacturing services. Our product categories include edibles, tinctures, oils, salves, capsules, balms, topicals, beverages and pet treats. Our Company manufactures hemp infused products ranging from human edibles, pet edibles, liquid consumables such as tinctures and shots, and topicals. Each of these products are infused with hemp extract. Our human edibles are either tumbled with hemp extracts that stick to the surface of the edibles or made from scratch with hemp extract being cooked into gelatin or pectin bases and extruded into molds to shape them. Our liquid consumables are infused by mixing food grade bases (Such as hemp seed, MCT oil, or water) with food grade flavoring and hemp extract. Our topicals are infused by mixing topical cream bases with hemp extract. Our smokable hemp contains no more than 0.3% of Tetrahydrocannabinol (THC) by dry weight basis and is rolled into hemp paper with a filter. We conduct third-party testing and test all of our products in-house utilizing High-Performance Liquid Chromatography (“HPLC”) to ensure that no final product contains more than 0.3% of total THC. All products are marketed as products infused with hemp extract with no more than 0.3% of THC on a dry weight basis. The products are not currently marketed to consumers and are currently only sold to wholesalers. The Company attends trade shows for manufacturers and wholesalers to market our products. All products are labeled in accordance with applicable laws and regulations. Further, the Company maintains its own in-house testing lab in which it tracks and tests all batches of products, which it provides to its clients. The Company believes that its testing process meets or exceeds industry standards. Bloomios is headquartered in Santa Barbara, California with its operations in Daytona Beach, Florida. Bloomios intends to grow by increasing production capacity and by an acquisition strategy that is currently in development. Currently, Bloomios is principally a business-to-business operation.

GOING CONCERN

GOING CONCERN	3 Months Ended
	Mar. 31, 2023
GOING CONCERN
GOING CONCERN	NOTE 2 - GOING CONCERN The financial statements have been prepared on a going concern basis, which contemplates continuity of operations, realization of assets and liquidation of liabilities in the normal course of business. The Company had a total stockholder’s deficit of $3,838,575 and a net loss of $2,734,846 for the three months ended March 31, 2023. The Company also had an accumulated deficit of $22,844,403 as of March 31, 2023. Therefore, there is substantial doubt about the ability of the Company to continue as a going concern. There can be no assurance that the Company will achieve its goals and reach profitable operations and is still dependent upon its ability (1) to obtain sufficient debt and/or equity capital and/or (2) to generate positive cash flow from operations. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. These circumstances raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might arise because of this uncertainty. To address the aforementioned, management has undertaken the following initiatives: 1) enter into discussions to secure additional equity funding; 2) undertake a program to continue to monitor the Company’s ongoing working capital requirements; and 3) focus on maintaining an appropriate level of corporate overhead in line with the Company’s available cash resources.

BASIS OF PRESENTATION AND SUMMA

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2023
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 3 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The financial statements have been prepared on a consolidated basis with CBDBP as a wholly owned subsidiary. The consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and include the accounts of the Company and its wholly-owned subsidiaries. All material intercompany balances and transactions have been eliminated in consolidation. The financial statements and notes are representations of the Company’s management, who is responsible for their integrity and objectivity. On April 12, 2021, the Company completed the acquisition CBDBP. Under the terms of the agreement, the Company issued 10,000 shares of its Series A Preferred Stock at $0.00001 per share (the par value) and 800 shares of its Series B Preferred Stock at $0.00001 per share (the par value), and no shares of the Series C Preferred Stock, to the owners of CBDBP as the purchase price. The acquisition of CBD Brand Partners, LLC, by Bloomios, Inc. (formerly XLR Medical Corp) was treated as a capital transaction because Bloomios was a non-operating public shell company. Pursuant to ASC 805, the transaction does not meet the definition of a business. Therefore, we accounted for the transaction as a capital transaction and the shares issued for the transactions were valued at Par ($.00001) and recorded to additional paid in capital, since the net assets of Bloomios, Inc. were negative (~$30,000). The financial statements have been prepared on a consolidated basis with CBDBP as a wholly owned subsidiary. The consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and include the accounts of the Company and its wholly--owned subsidiaries. All material intercompany balances and transactions have been eliminated in consolidation. The financial statements and notes are representations of the Company’s management, who is responsible for their integrity and objectivity. Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Such estimates may be materially different from actual financial results. Significant estimates include the recoverability of long-lived assets, the collection of accounts receivable and valuation of inventory and reserves. Cash and Cash Equivalents We maintain the majority of our cash accounts at a commercial bank. The total cash balance is insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 per commercial bank, at times we may exceed the FDIC limits. For purposes of the statement of cash flows we consider all cash and highly liquid investments with initial maturities of one year or less to be cash equivalents. Accounts Receivable We grant credit to our customers and do not require collateral. Our ability to collect receivables is affected by economic fluctuations in the geographic areas and industries served by us. Reserves for un-collectable amounts are provided, based on past experience and a specific analysis of the accounts. Although we expect to collect amounts due, actual collections may differ from the estimated amounts. As of March 31, 2023, and December 31, 2022, we had a reserve for potentially un-collectable accounts of $50,000 and $50,000 respectively. Historically, our bad debt write-offs related to these trade accounts have been insignificant. Inventory Inventories are valued at the lower of weighted average cost or market value. Our industry experiences changes in technology, changes in market value and availability of raw materials, as well as changing customer demand. We make provisions for estimated excess and obsolete inventories based on regular audits and cycle counts of our on-hand inventory levels and forecasted customer demands and at times additional provisions are made. Any inventory write offs are charged to the reserve account. As of March 31, 2023, and December 31, 2022, we had a reserve for potentially obsolete inventory of $150,000 and $0 respectively. Property and Equipment Property and equipment are recorded at cost. Assets held under capital leases are recorded at lease inception at the lower of the present value of the minimum lease payments or the fair market value of the related assets. The cost of ordinary maintenance and repairs is charged to operations. Depreciation and amortization are computed on the straight-line method over the following estimated useful lives of the related assets: Long –Lived Assets Our management assesses the recoverability of its long-lived assets by determining whether the depreciation and amortization of long-lived assets over their remaining lives can be recovered through projected undiscounted future cash flows. The amount of long-lived asset impairment if any, is measured based on fair value and is charged to operations in the period in which long-lived assets impairment is determined by management. There can be no assurance however, that market conditions will not change or demand for our services will continue, which could result in impairment of long-lived assets in the future. Revenue Recognition The Company recognizes revenue under ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606),” (“ASC 606”). Performance Obligations Satisfied Over Time FASB ASC 606-10-25-27 through 25-29, 25-36 through 25-37, 55-5 through 55-10 An entity transfers control of a good or service over time and satisfies a performance obligation and recognizes revenue over time if one of the following criteria is met: a) The customer receives and consumes the benefits provided by the entity’s performance as the entity performs (as described in FASB ASC 606-10-55-5 through 55-6). b) The entity’s performance creates or enhances an asset (for example, work in process) that the customer controls as the asset is created or enhanced (as described in FASB ASC 606-10-55-7). c) The entity’s performance does not create an asset with an alternative use to the entity (see FASB ASC 606-10-25-28), and the entity has an enforceable right to payment for performance completed to date (as described in FASB ASC 606-10-25-29). Performance obligations Satisfied at a Point in Time FASB ASC 606-10-25-30 If a performance obligation is not satisfied over time, the performance obligation is satisfied at a point in time. To determine the point in time at which a customer obtains control of a promised asset and the entity satisfies a performance obligation, the entity should consider the guidance on control in FASB ASC 606-10-25-23 through 25-26. In addition, it should consider indicators of the transfer of control, which include, but are not limited to, the following: a) The entity has a present right to payment for the asset b) The customer has legal title to the asset c) The entity has transferred physical possession of the asset d) The customer has the significant risks and rewards of ownership of the asset e) The customer has accepted the asset The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company only applies the five- step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods and services transferred to the customer. In addition, a) the Company also does not have an alternative use for the asset if the customer were to cancel the contract, and b.) has a fully enforceable right to receive payment for work performed (i.e., customers are required to pay as various milestones and/or timeframes are met). Also, from time to time we require deposits from our customers. As of March 31, 2023, and December 31, 2022, we had $329,661 and $436,887 of deferred revenue, respectively. Fair Value of Financial Instruments The Financial Accounting Standards Board issued ASC (Accounting Standards Codification) 820-10 (SFAS No. 157), “Fair Value Measurements and Disclosures” for financial assets and liabilities. ASC 820-10 provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. FASB ASC 820-10 defines fair value as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. FASB ASC 820-10 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required by the standard that the Company uses to measure fair value: · Level 1: Quoted prices in active markets for identical assets or liabilities. · Level 2: Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities. · Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company’s financial instruments consist of cash, prepaid expenses, inventory, accounts payable, convertible notes payable, and advances from related parties. The estimated fair value of cash, prepaid expenses, investments, accounts payable, convertible notes payable and advances from related parties approximate their carrying amounts due to the short-term nature of these instruments. The carrying amounts of accounts payable and accrued expenses are considered to be representative of their respective fair values because of the short-term nature of these financial instruments. Other Comprehensive Income We have no material components of other comprehensive income (loss) and accordingly, net loss is equal to comprehensive loss in all periods. Net Profit (Loss) per Common Share Basic profit / (loss) per share is computed on the basis of the weighted average number of common shares outstanding. On March 31, 2023, we had outstanding common shares of 29,949,538 used in the calculation of basic earnings per share. Basic Weighted average common shares and equivalents for the three months ended March 31, 2023, and 2022, were 25,414,306 and 12,849,729 respectively. As of March 31, 2023, we had convertible notes to potentially convert into approximately 37,143,045 of additional common shares, 9,584,517 common stock warrants convertible into an additional 11,688,435 common shares and 3,445,000 of employee stock options convertible into additional shares of common stock. Fully diluted weighted average common shares and equivalents for the three months ended March 31, 2023, and 2022, were withheld from the calculation as they were considered anti-dilutive. Research and Development We had no amounts of research and development expense during the three months ended March 31, 2023, and 2022. Share-Based Compensation The Company has adopted the use of Statement of Financial Accounting Standards No. 123R, “Share-Based Payment” (SFAS No. 123R) (now contained in FASB Codification Topic 718, Compensation- Stock Compensation), which supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees,” and its related implementation guidance and eliminates the alternative to use Opinion 25’s intrinsic value method of accounting that was provided in Statement 123 as originally issued. This Statement requires an entity to measure the cost of employee services received in exchange for an award of an equity instruments, which includes grants of stock options and stock warrants, based on the fair value of the award, measured at the grant date (with limited exceptions). Under this standard, the fair value of each award is estimated on the grant date, using an option -pricing model that meets certain requirements. We use the Black-Scholes option- pricing model to estimate the fair value of our equity awards, including stock options and warrants. The Black -Scholes model meets the requirements of SFAS No. 123R; however, the fair values generated may not reflect their actual fair values, as it does not consider certain factors, such as vesting requirements, employee attrition and transferability limitations. The Black -Scholes model valuation is affected by our stock price and a number of assumptions, including expected volatility, expected life, risk-free interest rate and expected dividends. We estimate the expected volatility and estimated life of our stock options at grant date based on historical volatility. For the “risk--free interest rate,” we use the Constant Maturity Treasury rate on 90-day government securities. The term is equal to the time until the option expires. The dividend yield is not applicable, as the Company has not paid any dividends, nor do we anticipate paying them in the foreseeable future. The fair value of our restricted stock is based on the market value of our free trading common stock, on the grant date calculated using a 20-trading-day average. At the time of grant, the share-based compensation expense is recognized in our financial statements based on awards that are ultimately expected to vest using historical employee attrition rates and the expense is reduced accordingly. It is also adjusted to account for the restricted and thinly traded nature of the shares. The expense is reviewed and adjusted in subsequent periods if actual attrition differs from those estimates. We re-evaluate the assumptions used to value our share-based awards on a quarterly basis and, if changes warrant different assumptions, the share-based compensation expense could vary significantly from the amount expensed in the past. We may be required to adjust any remaining share- based compensation expense, based on any additions, cancellations or adjustments to the share-based awards. The expense is recognized over the period during which an employee is required to provide service in exchange for the award—the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service. On October 18, 2021, the Company’s Board of Directors approved the Bloomios 2021 Incentive Stock Plan. The Company has awarded 3,650,000 of the total 5,500,000 options that are available under the plan. As a result, for the three months ended March 31, 2023, and December 31, 2022, our share-based expenses were $248,718 and $95,467 respectively. Income Taxes Federal Income taxes are not currently due since we have had losses since inception. On December 22, 2018, H.R. 1, originally known as the Tax Cuts and Jobs Act, (the “Tax Act”) was enacted. Among the significant changes to the U.S. Internal Revenue Code, the Tax Act lowers the U.S. federal corporate income tax rate (“Federal Tax Rate”) from 35% to 21% effective January 1, 2018. The Company will compute its income tax expense for the year ended December 31, 2022, using a Federal Tax Rate of 21%. Income taxes are provided based upon the liability method of accounting pursuant to ASC 740-10-25 Income Taxes – Recognition. Under this approach, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year-end. A valuation allowance is recorded against deferred tax assets if management does not believe the Company has met the “more likely than not” standard required by ASC 740-10-25-5. Deferred income tax amounts reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax reporting purposes. As of March 31, 2023, we had a net operating loss carry-forward of approximately $(22,844,403), and a deferred tax asset of $4,797,325 using the statutory rate of 21%. The deferred tax asset may be recognized in future, periods, not to exceed 20 years. However, due to the uncertainty of future events we have booked valuation allowance of $(4,797,325). FASB ASC 740 prescribes recognition threshold and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FASB ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. On March 31, 2023, the Company had not taken any tax positions that would require disclosure under FASB ASC 740. March 31, 2023 December 31, 2022 Deferred Tax asset $ 4,797,325 $ 4,223,007 Valuation Allowance (4,797,325 ) (4,223,007 ) Deferred Tax Asset (Net $ - $ - Reclassification Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported income, total assets, total liabilities or stockholders’ equity as previously reported. Recently Issued Accounting Standards The Company is reviewing the effects of following recent updates. The Company has no expectation that any of these items will have a material effect upon the financial statements. In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-13, Financial Instruments—Credit Losses [codified as Accounting Standards Codification Topic (ASC) 326]. ASC 326 adds to US generally accepted accounting principles (US GAAP) the current expected credit loss (CECL) model, a measurement model based on expected losses rather than incurred losses. Under this new guidance, an entity recognizes its estimate of expected credit losses as an allowance, which the FASB believes will result in more timely recognition of such losses. This will become effective in January 2023 and the impact on the Company is under evaluation. Update 2020-06—Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. This was issued in August of 2020 and will become effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. We are in the process of evaluating the impact to the Company. Update 2021-08—Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers Update 2021-03—Intangibles—Goodwill and Other (Topic 350): Accounting Alternative for Evaluating Triggering Events Update 2018-17—Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities

EQUITY

EQUITY	3 Months Ended
	Mar. 31, 2023
EQUITY
EQUITY	NOTE 4 - EQUITY Capitalization The Company is authorized to issue a total of 950,000,000 shares of capital stock, consisting of, 945,000,000 Common Stock and 5,000,000 Preferred Stock. Common Stock The Company is authorized to issue 945,000,000 shares of Common Stock at $0.00001 par value per share. On November 30, 2018, the Company’s board of directors and custodian appointed, Bryan Glass as the Company’s President, Secretary and Treasurer and authorized the issuance of 12,000,000 shares of stock to Mr. Glass for an aggregate price of $120. On March 26, 2021, the Company issued 116,667 in commitment shares for the issuance of a convertible note. On April 21, 2021, the Company issued 37,456 of common stock for the conversion of 40,000 cashless warrants. On July 9, 2021, we entered into a purchase agreement with Burdell Partners LLC, hereinafter (“BP”), pursuant to which BP has agreed to purchase from us up to an aggregate of $6,500,000 of our common stock (subject to certain limitations) from time to time over the term of the Purchase Agreement. Also, on July 9, 2021, we entered into a registration rights agreement with BP, which we refer to in this prospectus as the Registration Rights Agreement, pursuant to which we are required to file with the SEC a registration statement that includes this prospectus to register for resale under the Securities Act of 1933, as amended, or the Securities Act, the shares of common stock that have been or may be issued to BP under the Purchase Agreement. Pursuant to the terms of the Purchase Agreement, at the time we signed the Purchase Agreement and the Registration Rights Agreement, we were required to issue 50,000 shares of our common stock (which are yet to be issued) and 50,000 warrants to BP as consideration for its commitment to purchase shares of our common stock under the Purchase Agreement, which we refer to in this prospectus as the Commitment Shares and Commitment Warrants. We do not have the right to commence any sales of our common stock to BP under the Purchase Agreement until certain conditions set forth in the Purchase Agreement, all of which are outside of BP’s control, have been satisfied, including that the SEC has declared effective the registration statement that includes this prospectus. Thereafter, we may, from time to time and at our sole discretion, direct BP to purchase shares of our common stock in amounts up to 100,000 shares on any single business day, subject to a maximum of $500,000 per purchase, plus other “VWAP Purchases” under certain circumstances. There are no trading volume requirements or restrictions under the Purchase Agreement, and we will control the timing and amount of any sales of our common stock to BP. The purchase price of the shares that may be sold to BP under the Purchase Agreement will be based on the market price of our common stock preceding the time of sale as computed under the Purchase Agreement. The purchase price per share will be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split, or other similar transaction occurring during the business days used to compute such price. We may at any time in our sole discretion terminate the Purchase Agreement without fee, penalty or cost upon one business day notice. There are no restrictions on future financings, rights of first refusal, participation rights, penalties or liquidated damages in the Purchase Agreement or Registration Rights Agreement, other than a prohibition on entering into a “Variable Rate Transaction,” as defined in the Purchase Agreement. BP may not assign or transfer its rights and obligations under the Purchase Agreement. On August 23, 2021, the Company agreed to issue 20,000 shares of common stock pursuant to an amendment to a senior secured convertible promissory note. The shares we issued on November 1, 2021. On November 1, 2021, the Company issued 20,000 shares of common stock pursuant to an amendment to a senior secured convertible promissory note. On October 18, 2021, the Company’s Board of Directors approved the Bloomios 2021 Incentive Stock Plan. The Company has awarded 3,200,000 of the total 4,000,000 options that are available under the plan. The plan was subsequently increased to 5,500,000. On January 26, 2022, the Company’s S-1 Registration Statement was declared effective. On February 17, 2022, the Company issued 300,000 shares of common stock pursuant to a service agreement. On February 17, 2022, the Company issued 30,000 shares of common stock pursuant to an amendment to a secured convertible note. On February 17, 2022, the Company issued 29,086 shares of common stock pursuant to an amendment to a senior secured convertible promissory note. On February 17, 2022, the Company issued 50,000 commitment shares of common stock pursuant to an equity line of credit agreement. On February 17, 2022, the Company issued 300,000 shares of common stock pursuant to a Letter of Engagement. The foregoing summary of the Letter of Engagement Agreement does not purport to be complete and is subject to, and qualified in its entirety by, such document attached as Exhibit 4.4, to Form 10-K filed with the SEC on April 15, 2022, which are incorporated herein by reference. On February 18, 2022, the Company entered into three agreements with its executives for accrued and unpaid compensation. The agreements are Convertible Promissory Notes accrue interest at a rate of twelve percent (12%) require monthly interest payments beginning July 31, 2022, and mature on January 31, 2025. They are also convertible into common stock at a fixed rate of $0.54 per share. The foregoing summary of the Letter of Engagement Agreement does not purport to be complete and is subject to, and qualified in its entirety by, such document attached as Exhibit 10.5, 10.6 and 10.7, to Form 10-K filed with the SEC on April 15, 2022, which are incorporated herein by reference. On February 24, 2022, the Company entered into a Securities Purchase Agreement with a non-affiliated accredited investor (the “Investor”), pursuant to which the Company agreed to issue and sell directly to the Investor in a private offering (the “Offering”), a Convertible Promissory Note (the “Note”) with the Company. The Note carries an original issue discount of $18,450, to cover the Investor’s accounting fees, due diligence fees, monitoring, and/or other transactional costs incurred in connection with the purchase and sale of the Note, which is included in the principal balance of the Note. As a result of the original issuance discount, the aggregate principle of the Note is $172,200. The Closing occurred on February 24, 2022, upon the Company receiving the purchase price of $153,750. The Company is required to make 10 monthly payments beginning April 15, 2022, of $19,286.40. The Note provides that the Investor may not convert any amount of the Note unless the Note is in default and if that would result in the beneficial ownership of greater than 4.99% of the outstanding shares of the Company, with the exception that the beneficial ownership limitation may be waived up to a maximum of 9.99% at the election of the Investor, with not less than 61 days prior notice. Additionally, if the Note is in default there is a 150% penalty. The Note converts at a rate of 25% discount to the lowest trading price for the 10 trading days prior to any such conversion. The Purchase Agreement contains customary representations and warranties, and the Offering was subject to customary closing conditions. The Shares were offered by the Company pursuant to the exemption provided in Section 4(a)(2) under the Securities Act, and Rule 506(b) promulgated thereunder. The foregoing summaries of the Purchase Agreement and the Note, do not purport to be complete and are subject to, and qualified in their entirety by, such documents attached as Exhibits 4.2 and 10.1, respectively, to Form 10-K filed with the SEC on April 15, 2022, which are incorporated herein by reference. On February 17, 2022, the Company issued 300,000 shares of common stock pursuant to a service agreement. On February 17, 2022, the Company issued 30,000 shares of common stock pursuant to an amendment to a secured convertible note. On February 17, 2022, the Company issued 29,086 shares of common stock pursuant to an amendment to a senior secured convertible promissory note. On February 17, 2022, the Company issued 50,000 commitment shares of common stock pursuant to an equity line of credit agreement that we entered into July 9, 2021. On February 17, 2022, the Company issued 300,000 shares of common stock pursuant to a Letter of Engagement. The foregoing summary of the Letter of Engagement Agreement does not purport to be complete and is subject to, and qualified in its entirety by, such document attached as Exhibit 4.4, to Form 10-K filed with the SEC on April 15, 2022, which are incorporated herein by reference. On May 19, 2022, the Company issued 60,000 shares for inducement recorded at $1.90 per share for a total of $114,000. On July 20, 2022, the Company issued 10,000 shares for inducement recorded at $2.01 per share for a total of $20,100. On September 14, 2022, the Company issued 115,000 shares for inducement recorded at $2.75 per share for a total of $316,252. Senior Secured Convertible Debenture Offering On October 26, 2022, the Company closed on an offering of the Debentures (the “Debenture Offering”). The Debentures have an aggregate principal amount of approximately $13,893,059 (including a 15% original issue discount). The Debentures were issued to eleven (11) holders, six (6) of whom invested $6.25 million with the balance of the principal amount consisting of the issuance of the Debenture to the Seller and the issuances of Debentures to four (4) lenders to refinance previous loans. The cash proceeds of the Debenture Offering were used to finance the cash consideration paid to the Seller pursuant to the MIPA along with the cash repayment of previous loans. The Debentures have a maturity date of October 26, 2024, have an interest rate of ten percent (10.00%) per annum, and are convertible into shares of Common Stock. The conversion price: (i) prior to the date of a Qualified Offering (an offering the Company enters into in connection with the Uplisting) is eighty percent (80%) of the lowest VWAP of the Common Stock during the five (5) trading day period immediately prior to the applicable Conversion Date; (ii) at the Qualified Offering, at the Qualified Offering Conversion Price (the effective price per share paid by investors per share of Common Stock that is sold to the public in the Qualified Offering); or (ii) following the date of the Qualified Offering, eighty percent (80%) of the lowest VWAP of the Common Stock during the ten (10) trading day period immediately prior to the three (3) month anniversary of date of the Qualified Offering. On the date of the Qualified Offering, the Company will need to repay the lesser of the outstanding principal and an amount equal to the A) the outstanding principal sum on such date, multiplied by (B) the quotient obtained by dividing (1) the gross proceeds of the Qualified Offering by (2) the outstanding principal sum of all Debentures issued and any interest on the aggregate unconverted and then outstanding principal amount of the Debentures. By way of example, if the principal amount outstanding of a Debenture is $500,000, the gross proceeds of the Qualified Offering is $5,000,000 and total amount outstanding of all the Debentures is $10,000,000, then the holder of the $500,000 Debenture shall receive $250,000: $500,000 x $5,000,000/ $10,000,000. The Debentures were offered pursuant to a Securities Purchase Agreement (the “SPA”) between the Company and the holders of the Debentures entered into on October 26, 2022. The SPA contains customary representations, warranties and indemnification provisions. The Debentures are secured by a senior security interest in all assets of the Company and its subsidiaries pursuant to that certain Security Agreement, dated as of October 26, 2022, by and among the Company, the Company’s subsidiaries, the holders of the Debentures, and the agent for the holders (the “Security Agreement”). In addition, pursuant to the SPA, the holders of the Debentures were each issued a warrant to purchase shares of the Common Stock (the “Warrant”). Each Warrant provides for the purchase by the applicable holder of Debentures of a number shares of Common Stock equal to the total principal amount of the Debenture purchased by such holder divided by the average of the VWAP of the Common Stock during the ten (10) trading day period immediately prior to the Closing Date (the “Warrant Shares”). The exercise price of the Warrants is 125% of the conversion price of the Debentures. A total of 7,449,007 Warrants were issued on the Closing Date. Pursuant to the SPA, the holders of the Debentures were each issued a number of shares of Common Stock (the “Incentive Shares”) equal to 35% of such holder’s subscription amount (without regard for any beneficial ownership limitations) divided by the lower of (i) the closing price of the Common Stock on the Closing Date or (ii) the average of the VWAP of the Common Stock during the ten (10) trading day period immediately prior to the Closing Date. A total of 2,216,080 shares of Common Stock were issued on the Closing Date. Pursuant to the SPA, the Company agreed to use its commercially reasonable efforts to complete a Qualified Offering within six months of the Closing Date. The Company agreed to use its commercially reasonable efforts to cause the filing of a registration statement with the Commission covering the resale of the Incentive Shares, the Warrant Shares, and the shares of Common Stock underlying the Debentures (collectively, the “Underlying Shares”) at the same time as the Qualified Offering and shall use its commercially reasonable efforts to cause such registration statement to become effective at the time of the Qualified Offering. Notwithstanding the foregoing, in the event the Qualified Offering is not completed on or before the six-month anniversary of the Closing Date, (1) the Company shall file a separate registration statement with the Commission covering the resale of the Underlying Shares (a “Separate Registration Statement”,) and shall use its commercially reasonable efforts to cause such Separate Registration Statement to become effective within nine months of the Closing Date. The foregoing summary of the Debentures, the SPA, the Security Agreement, and the Warrants contains only a brief description of the material terms of the Debentures, the SPA, the Security Agreement, and the Warrants and such description is qualified in its entirety by reference to the full text of each of the Debentures, the SPA, the Security Agreement, and the Warrants. Convertible Secured Subordinated Promissory Note In connection with the closing of the purchase of the LLC Interests and the transfer of the Assets, the Company issued the Note to the Seller in the amount of $5,000,000.00. The Note has an interest rate of eight and one-half percent (8.5%) per annum, requires the Company to remit in repayment of amounts outstanding pursuant to the Noe an amount equal to forty percent (40%) of the net proceeds received by the Company in connection with any offering by the Company of the Company’s securities conducted in connection with the Uplisting. The Company shall pay the Seller interest on a monthly basis. The Note is convertible, at the Seller’s option, into shares of Common Stock at a conversion price of $5.00 per share subject to adjustment: (i) if the Uplisting does not occur prior to the one-year anniversary of the Closing Date or (ii) upon an event of default as described in the Note. The Note is secured by a subordinated security interest in all assets of Infusionz pursuant to that certain Pledge and Security Agreement, by and between Infusionz as pledgor and the Seller as pledgee (the “Pledge and Security Agreement”), which security interest shall rank junior to all liens and security interests granted by the Company and each of its subsidiaries (including without limitation Infusionz), to the holders of the Debentures. The foregoing summary of the Note and the Pledge and Security Agreement contains only a brief description of the material terms of the Note and the Pledge and Security Agreement and such description is qualified in its entirety by reference to the full text of each of the Note and the Pledge and Security Agreement. On January 13, 2023, the Company entered into a Finder’s Fee Agreement with Spartan Capital Securities and agreed to issue 75,000 shares of common stock. On January 19, 2023, the Company entered into an investor relations consulting agreement with Hayden IR. The Company has issued 50,000 shares of common stock under this agreement. On February 7, 2023, the Company entered into a Purchase Agreement for up to $20,000,000 with Arena Business Results, LLC. The Company is obligated to issue Commitment Fee Shares equal to the aggregate dollar amount of $800,000. Total issued and outstanding shares as of March 31, 2023, is 29,949,538. Preferred Stock The Company is authorized to issue 5,000,000 shares of Preferred stock. The Company has four (4) classes of preferred Stock. Series A has 10,000 shares authorized, issued and outstanding. Series B has 800 shares authorized, and zero (0) issued and outstanding. Series C has 3,000,000 authorized and zero (0) currently issued and outstanding. Series D has 85,000 shares authorized and 85,000 issued and outstanding as of March 31, 2023. Series A Convertible Preferred Stock The Series A, par value $0.00001 has 10,000 shares authorized, issued and outstanding. The holders of the Series A are not entitled to dividends. Each share of Series A shall vote on any and all matters related to the Company and each share entitles holder to vote such number of votes equal to 0.0051% of the total number of votes entitled to be cast. For clarification purposes, the holders of all 10,000 shares of Series A have the right to cast an aggregate of 51% of the total number of votes entitled to be cast. The Series A are subject to an automatic conversion and/or redemption in the event the Company completes a qualified financing defined as a financing in which the Company receives gross proceeds of at least $10 million. If converted, each share of Series A converts into 50 shares of common stock. If redeemed the Company shall pay $100 per share of Series A. Series B Convertible Preferred Stock The Series B, par value $0.00001, has 800 shares authorized, and 0 issued and outstanding at December 31, 2022. The holders of the Series B are entitled to a liquidation preference in that they participate with the common stock on an as converted basis. The holders of Series B are entitled to vote such number of shares as their Series B would be convertible into common stock plus 10% on an as if converted basis at the time of the vote. The Series B may convert into common stock. Each share of Series B will convert into such number of shares by multiplying 0.001 by the aggregate number of the Company’s common stock issued and outstanding at the time of conversion. The Series B is subject to automatically convert into common stock in the event of a qualified financing as defined above Series C Convertible Preferred Stock The Series C, par value $0.00001, has 3,000,000 shares authorized. There are 0 shares issued and outstanding at December 31, 2022. The holders of the Series C are entitled to a liquidation preference in that they participate with the common stock on an as converted basis. The holders of Series C are entitled to vote such number of shares as their Series C would be convertible into common stock on an as if converted basis at the time of the vote. The Series C may convert into common stock based upon the product obtained by dividing the number of shares of Series C by the closing share price of the common stock on the date of conversion. The Series C is subject to automatically convert into common stock in the event of a qualified financing as defined above based upon the conversion formula in the previous sentence. Series D Convertible Preferred Stock The Preferred D, par value $0.00001, has 85,000 shares authorized. There were 85,000 shares outstanding at December 31, 2023 and have a stated value per share of one hundred dollars ($100) (the “Stated Value”). The Company is authorized to issue eighty-five thousand (85,000) shares of Series D Preferred, all of which were issued on the Closing Date to the Seller. The Series D Preferred shares entitle the holder to receive dividends equal to eight and one-half percent (8.50%) per annum of the Stated Value of the Series D Preferred shares, on a monthly basis, 30 days in arrears, for each month during which the Series D Preferred shares remain outstanding. The monthly dividends shall be declared but not become due and payable and shall not be paid (but instead shall accrue) until the date that is three (3) months following the date on which the Debentures are fully repaid and /or converted into shares of Common Stock (such date the “Dividend and Conversion Restriction Release Date”). In addition, no asserted claims, losses or liabilities related to the Debentures to which the holders of the Debentures are entitled to indemnification or reimbursement can remain unresolved. The monthly dividends shall be fully paid in twelve equal monthly installments. On or after the Dividend and Conversion Restriction Release Date, the holder of the Series D Preferred shares can convert the Series D Preferred shares into shares of Common Stock. The number of shares of Common Stock will equal the product obtained by dividing the number of shares of Series D Preferred Stock being converted by the closing price per share of the Common Stock on the conversion date and multiplying that number by 100. The holders of the Series D Preferred shares shall have the same voting rights as the holders of the Common Stock and the shares of Series D Preferred shall vote equally with the shares of Common Stock, and not as a separate class, at any annual or special meeting, upon the following basis: the holder of Series D Preferred shares shall be entitled to cast such number of votes as shall be equal to the aggregate number of shares of Common Stock into which such holder’s shares of Series D Preferred Stock are convertible immediately after the close of business on the record date fixed for such meeting. The Series D Preferred shares have a liquidation preference over all other Company securities other than the Debentures. In addition, the Company may, in its sole discretion, on or after one year anniversary of the Closing Date, subject to whether the Debentures are still outstanding, elect to redeem all or any portion of the Series D Preferred shares at a price per share equal to one hundred dollars up to an aggregate amount of eight million five hundred thousand dollars ($8,500,000) for all of the shares of Series D Preferred Stock. The Board of Directors of the Corporation is authorized to provide, by resolution, for one or more series of Preferred Stock to be comprised of authorized but unissued shares of Preferred Stock. Except as may be required by law, the shares in any series of Preferred Stock need not be identical to any other series of Preferred Stock. Before any shares of any such series of Preferred Stock are issued, the Board of Directors shall fix, and is hereby expressly empowered to fix, by resolution the rights, preferences and privileges of, and qualifications, restrictions and limitations applicable to, such series. The Board of Directors is authorized to increase the number of shares of the Preferred Stock designated for any existing series of Preferred Stock by a resolution adding to such series authorized and unissued shares of the Preferred Stock not designated for any other series of Preferred Stock. The Board of Directors is authorized to decrease the number of shares of the Preferred Stock designated for any existing series of Preferred Stock by a resolution, subtracting from such series unissued shares of the Preferred Stock designated for such series.

NOTES PAYABLE

NOTES PAYABLE	3 Months Ended
	Mar. 31, 2023
NOTES PAYABLE
NOTES PAYABLE	NOTE 5 - NOTES PAYABLE On February 19, 2019, the Company entered into a promissory note with a related party in the amount of $17,000, with an interest due at the rates of 8% per annum and a due date of February 19, 2020. On June 30, 2019, the Company entered into a promissory note with a related party in the amount of $9,300, with an interest due at the rates of 8% per annum and a due date of June 30, 2020. On April 7, 2021, this note was paid in full. On June 30, 2019, the Company entered into a promissory note with a related party in the amount of $14,500, with an interest due at the rates of 8% per annum and a due date of March 30, 2020. On February 29, 2020, the Company entered into a promissory note with a related party in the amount of $531,000, with an interest due at the rates of 9.9% per annum and a due date of January 1, 2021. On February 29, 2020, the Company entered into a promissory note with a related party in the amount of $60,000, with an interest due at the rates of 8% per annum and a due date of February 29, 2021. On May 5, 2020, the Company entered into a promissory note under the Payroll Protection Program in the amount of $310,000, with an interest due at the rates of 1% per annum and a due date of August 15, 2022. On April 16, 2021, this loan has been forgiven in full. On July 8, 2020, the company entered into an SBA promissory note in the amount of $150,000, with an interest due at the rates of 3.75% per annum and a due date of August 15, 2022. On June 4, 2020, the Company entered into a promissory note with a third party in the amount of $20,000, with an interest due at the rates of 8% per annum and a due date of September 5, 2020. This note was offset against an account receivable in the fourth quarter of 2020, and the balance due is $0. On June 5, 2020, the Company entered into a promissory note with a third party in the amount of $10,000, with an interest due at the rates of 8% per annum and a due date of June 30, 2020. This note was offset against an account receivable in the fourth quarter of 2020 and the balance due is $0. On June 8, 2020, the Company entered into a promissory note with a related party in the amount of $10,000, with an interest due at the rates of 8% per annum and a due date of September 8, 2020. The balance due is $0. On June 11, 2020, the Company entered into a promissory note with a related party in the amount of $10,000, with an interest due at the rates of 8% per annum and a due date of September 11, 2020. The balance due is $0. On July 27, 2020, the Company entered into a promissory note with a third-party in the amount of $300,000, with an interest due at the rates of 9% per annum and a due date of August 15, 2022. The prior majority shareholder, Bryan Glass contributed $26,864 for expenses and fees to reinstate the Company. This money was booked as a capital contribution. On January 5, 2021, the company entered into a promissory note in the amount of $20,331 with an interest rate of 8% per annum and a due date of April 5, 2021. On April 5, 2021, this note was paid in full. On March 25, 2021, the Company entered into a 11% secured convertible promissory note with a third-party with a total commitment of $1,666,667 and the first tranche advanced on that date of $777,778. Pursuant to the agreement, the Company issued the lender 116,667 shares of common stock, 116,667 5-year warrants with an exercise price of $1.50 and 116,667 5-year warrants with an exercise price of $2.00. The note had an original issue discount of $77,778. On January 11, 2019, the Company entered into Lease Services Agreement with a third-party company whereby the Company received funds in the amount of $300,000 as an advance on future services. The Company and third-party desired to reach an amicable settlement to the agreement and agreed on April 2, 2021, to enter into a settlement and mutual release agreement whereby the Company was released from its obligations and the third-party company received 310,000 shares of the Company’s Series C Convertible Preferred Stock On November 30, 2020, the Company entered into a 6% secured convertible promissory note with a third-party in the amount of $203,000.00. Pursuant to the agreement, the Company issued the lender 350,000 5-year warrants with an exercise price of $1.00. On January 19, 2021, we issued the lender an additional 100,000 warrants on the same terms as the previous warrants, as a penalty pursuant to the agreement. Subsequently, on April 2, 2021, the Company and lender entered into a pay-off letter agreement in the amount of $ 252,875.00 and the Company paid the amount on April 6, 2021. The balance due on this note was $0. On July 11, 2021, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with a non-affiliated accredited investor (the “Investor”), pursuant to which the Company agreed to issue and sell directly to the Investor in a private offering (the “Offering”), a Senior Secured Promissory Note (the “Note”) with first priority over all current and future indebtedness of the Company and any subsidiaries, whether such subsidiaries exist on the issue date or are created or acquired thereafter, excluding the note between the Company and Leonite Capital LLC., in the aggregate principal amount of up to $1,100,000 or so much as has been advanced in one or more tranches. The Note carries an original issue discount of $100,000, to cover the Investor’s accounting fees, due diligence fees, monitoring, and/or other transactional costs incurred in connection with the purchase and sale of the Note, which is included in the principal balance of the Note. As a result of the original issuance discount, the potential aggregate purchase price of the Note is $ 1,000,000. The initial tranche was paid upon closing in an amount of $500,000, resulting in a current face value of the Note of $550,000. The maturity date of each tranche of the Note is twelve months after the payment of such tranche. The Note provides that the Investor may not convert any amount of the Note that would result in the beneficial ownership of greater than 4.99% of the outstanding shares of the Company, with the exception that the beneficial ownership limitation may be waived up to a maximum of 9.99% at the election of the Investor, with not less than 61 days prior notice. The Note is secured with all of the assets of the Company, as described in the Security Agreement attached as Exhibit 10.3 to this Form S-1. The Purchase Agreement contains customary representations and warranties, and the Offering was subject to customary closing conditions. The Shares were offered by the Company pursuant to the exemption provided in Section 4(a)(2) under the Securities Act, and Rule 506(b) promulgated thereunder. The Company is obligated to register the shares of common stock underlying the Note and the Warrants (as described below), within 90 days from the date of the Purchase Agreement. As additional consideration for the purchase of the Note, the Company agreed to issue to the Investor Warrants (the Warrants”). The Warrants shall be issued upon the advance of each tranche by the Investor to the Company, exercisable for an amount of the Company’s common stock equal to the purchase price of such tranche divided by three. The Warrants have a term of 60 months, and contain full ratchet anti-dilution protection provisions, and have an exercise price of $1.75 per share for 142,857 of the Warrants, and $2.25 per share for 111,111 of the Warrants. If at any time after the six-month anniversary of the issue date of the Warrants, the market price of one share of the Company’s common stock is greater than the exercise price of such Warrant, and there is not an effective registration statement registering the resale of the shares of common stock underlying the Warrants, then the Warrants may be exercised by means of a cashless exercise. The Warrants do not allow for any exercise that would result in the beneficial ownership of greater than 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to such exercise, with the exception that the beneficial ownership limitation may be increased or decreased upon no less than 61 days prior notice. The foregoing summaries of the Purchase Agreement, Purchase Warrant, Registration Rights, Securities Purchase Agreement, Secured Promissory Note, the Warrants and the Pledge and Security Agreement do not purport to be complete and are subject to, and qualified in their entirety by, such documents filed with the Securities and Exchange Commission on July 14, 2021, as exhibits to the Company’s S-1 Registration Statement as Exhibits 10.6, 10.7, 10.8, 10.9, 10.10, 10.11, and 10.12, respectively. On November 30, 2021, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with a non-affiliated accredited investor (the “Investor”), pursuant to which the Company agreed to issue and sell directly to the Investor in a private offering (the “Offering”), a Convertible Promissory Note (the “Note”) with the Company. The Note carries an original issue discount of $25,000, to cover the Investor’s accounting fees, due diligence fees, monitoring, and/or other transactional costs incurred in connection with the purchase and sale of the Note, which is included in the principal balance of the Note. As a result of the original issuance discount, the aggregate principle of the Note is $275,000. The Closing occurred on December 3, 2021, upon the Company receiving the purchase price of $250,000. The maturity date of each tranche of the Note is nine months after the payment. The Note provides that the Investor may not convert any amount of the Note that would result in the beneficial ownership of greater than 4.99% of the outstanding shares of the Company, with the exception that the beneficial ownership limitation may be waived up to a maximum of 9.99% at the election of the Investor, with not less than 61 days prior notice. The Note converts at a fixed rate of $1.08 into common stock unless there is a default under the agreements. The Purchase Agreement contains customary representations and warranties, and the Offering was subject to customary closing conditions. The Shares were offered by the Company pursuant to the exemption provided in Section 4(a)(2) under the Securities Act, and Rule 506(b) promulgated thereunder. The Company is obligated to register the shares of common stock underlying the Note and the Warrants (as described below), within 90 days from the date of the Purchase Agreement. Warrants As additional consideration for the purchase of the Note, the Company agreed to issue to the Investor Warrants (the Warrants”). The Warrants shall be issued upon the advance of each tranche by the Investor to the Company, exercisable for an amount of the Company’s common stock equal to the purchase price of such tranche divided by three. The Warrants have a term of 60 months, and contain full-ratchet anti-dilution protection provisions, and have an exercise price of $1.08 per share for 250,000 Warrants. If at any time after the six-month anniversary of the issue date of the Warrants, the market price of one share of the Company’s common stock is greater than the exercise price of such Warrant, and there is not an effective registration statement registering the resale of the shares of common stock underlying the Warrants, then the Warrants may be exercised by means of a cashless exercise. The Warrants do not allow for any exercise that would result in the beneficial ownership of greater than 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to such exercise, with the exception that the beneficial ownership limitation may be increased or decreased upon no less than 61 days prior notice. The foregoing summaries of the Purchase Agreement, the Note, the Warrants and the Security Agreement do not purport to be complete and are subject to, and qualified in their entirety by, such documents attached as Exhibits 10.1, 10.2, and 4.1, respectively, on Form 8-K filed on December 3, 2021, which are incorporated herein by reference. On December 29, 2021, the Company entered into a promissory note with a related party in the amount of $150,000, with an interest due at the rates of 12% per annum and is due upon demand. The foregoing summary of the promissory note does not purport to be complete and is subject to, and qualified in its entirety by, such document attached as Exhibit 4.1, to Form 10-K filed with the SEC on April 15, 2022, which is incorporated herein by reference. On February 18, 2022, the Company entered into three agreements with its executives for accrued and unpaid compensation. The agreements are Convertible Promissory Notes accrue interest at a rate of twelve percent (12%) require monthly interest payments beginning July 31, 2022 and mature on January 31, 2025. They are also convertible into common stock at a fixed rate of $0.54 per share. The foregoing summary of the Letter of Engagement Agreement does not purport to be complete and is subject to, and qualified in its entirety by, such document attached as Exhibit 10.5, 10.6 and 10.7, to Form 10-K filed with the SEC on April 15, 2022, which are incorporated herein by reference. On February 24, 2022, the Company entered into a Securities Purchase Agreement with a non-affiliated accredited investor (the “Investor”), pursuant to which the Company agreed to issue and sell directly to the Investor in a private offering (the “Offering”), a Convertible Promissory Note (the “Note”) with the Company. The Note carries an original issue discount of $18,450, to cover the Investor’s accounting fees, due diligence fees, monitoring, and/or other transactional costs incurred in connection with the purchase and sale of the Note, which is included in the principal balance of the Note. As a result of the original issuance discount, the aggregate principle of the Note is $172,200. The Closing occurred on February 24, 2022, upon the Company receiving the purchase price of $153,750. The Company is required to make 10 monthly payments beginning April 15, 2022, of $19,286.40. The Note provides that the Investor may not convert any amount of the Note unless the Note is in default and if that would result in the beneficial ownership of greater than 4.99% of the outstanding shares of the Company, with the exception that the beneficial ownership limitation may be waived up to a maximum of 9.99% at the election of the Investor, with not less than 61 days prior notice. Additionally, if the Note is in default there is a 150% penalty. The Note converts at a rate of 25% discount to the lowest trading price for the 10 trading days prior to any such conversion. The Purchase Agreement contains customary representations and warranties, and the Offering was subject to customary closing conditions. The Shares were offered by the Company pursuant to the exemption provided in Section 4(a)(2) under the Securities Act, and Rule 506(b) promulgated thereunder. The foregoing summaries of the Purchase Agreement and the Note, do not purport to be complete and are subject to, and qualified in their entirety by, such documents attached as Exhibits 4.2 and 10.1, respectively, to Form 10-K filed with the SEC on April 15, 2022, which are incorporated herein by reference. On March 31, 2022, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with a non-affiliated accredited investor (the “Investor”), pursuant to which the Company agreed to issue and sell directly to the Investor in a private offering (the “Offering”), a Convertible Promissory Note (the “Note”) with the Company. The Note carries an original issue of $12,500, to cover the Investor’s accounting fees, due diligence fees, monitoring, and/or other transactional costs incurred in connection with the purchase and sale of the Note, which is included in the principal balance of the Note. As a result of the original issuance discount, the aggregate principle of the Note is $137,500. The Closing occurred on March 31, 2022, upon the Company receiving the purchase price of $125,000. The maturity date of each tranche of the Note is nine months after the payment. The Note provides that the Investor may not convert any amount of the Note that would result in the beneficial ownership of greater than 4.99% of the outstanding shares of the Company, with the exception that the beneficial ownership limitation may be waived up to a maximum of 9.99% at the election of the Investor, with not less than 61 days prior notice. The Note converts at a fixed rate of $1.25 into common stock unless there is a default under the agreements. The Company is obligated to register the shares of common stock underlying the Note and the Warrants (as described below), within 90 days from the date of the Purchase Agreement. Warrants As additional consideration for the purchase of the Note, the Company agreed to issue to the Investor Warrants (the Warrants”). The Warrants shall be issued upon the advance of each tranche by the Investor to the Company, exercisable for an amount of the Company’s common stock equal to the purchase price of such tranche divided by three. The Warrants have a term of 60 months, and contain full ratchet anti-dilution protection provisions, and have an exercise price of $1.75 per share for 39,285 of the Warrants, and $2.25 per share for 30,555 of the Warrants. If at any time after the six-month anniversary of the issue date of the Warrants, the market price of one share of the Company’s common stock is greater than the exercise price of such Warrant, and there is not an effective registration statement registering the resale of the shares of common stock underlying the Warrants, then the Warrants may be exercised by means of a cashless exercise. The Warrants do not allow for any exercise that would result in the beneficial ownership of greater than 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to such exercise, with the exception that the beneficial ownership limitation may be increased or decreased upon no less than 61 days prior notice. The foregoing summaries of the Purchase Agreement and the Note, do not purport to be complete and are subject to, and qualified in their entirety by, such documents attached as Exhibits 4.3, 10.2, 10.2 and 10.4, respectively, to Form 10-K filed with the SEC on April 15, 2022, which are incorporated herein by reference. On May 2, 2022, the Company entered into an amendment to a senior secured convertible promissory note pursuant to which the Company agreed to issue 60,000 shares of common stock and increase the principal amount due under the note by $30,000. On June 21, 2022, the Company entered into a promissory note with a third-party in the amount of $100,000 with a fixed interest of $25,000 for a total amount due of $125,000 and a due date of 7/21/2022. Senior Secured Convertible Debenture Offering On October 26, 2022, the Company closed on an offering of the Debentures (the “Debenture Offering”). The Debentures have an aggregate principal amount of approximately $15,367,966 (including a 15% original issue discount). The Debentures have a maturity date of October 26, 2024, have an interest rate of ten percent (10.00%) per annum, and are convertible into shares of Common Stock. The conversion price: (i) prior to the date of a Qualified Offering (an offering the Company enters into in connection with the Uplisting) is eighty percent (80%) of the lowest VWAP of the Common Stock during the five (5) trading day period immediately prior to the applicable Conversion Date; (ii) at the Qualified Offering, at the Qualified Offering Conversion Price (the effective price per share paid by investors per share of Common Stock that is sold to the public in the Qualified Offering); or (ii) following the date of the Qualified Offering, eighty percent (80%) of the lowest VWAP of the Common Stock during the ten (10) trading day period immediately prior to the three (3) month anniversary of date of the Qualified Offering. On the date of the Qualified Offering, the Company will need to repay the lesser of the outstanding principal and an amount equal to the A) the outstanding principal sum on such date, multiplied by (B) the quotient obtained by dividing (1) the gross proceeds of the Qualified Offering by (2) the outstanding principal sum of all Debentures issued and any interest on the aggregate unconverted and then outstanding principal amount of the Debentures. By way of example, if the principal amount outstanding of a Debenture is $500,000, the gross proceeds of the Qualified Offering is $5,000,000 and total amount outstanding of all the Debentures is $10,000,000, then the holder of the $500,000 Debenture shall receive $250,000: $500,000 x $5,000,000/ $10,000,000. The Debentures were offered pursuant to a Securities Purchase Agreement (the “SPA”) between the Company and the holders of the Debentures. The SPA contains customary representations, warranties and indemnification provisions. The Debentures are secured by a senior security interest in all assets of the Company and its subsidiaries pursuant to that certain Security Agreement, by and among the Company, the Company’s subsidiaries, the holders of the Debentures, and the agent for the holders (the “Security Agreement”). In addition, pursuant to the SPA, the holders of the Debentures were each issued a warrant to purchase shares of the Common Stock (the “Warrant”). Each Warrant provides for the purchase by the applicable holder of Debentures of a number shares of Common Stock equal to the total principal amount of the Debenture purchased by such holder divided by the average of the VWAP of the Common Stock during the ten (10) trading day period immediately prior to the Closing Date (the “Warrant Shares”). The exercise price of the Warrants is 125% of the conversion price of the Debentures. A total of 8,935,664 Warrants were issued on the Closing Date. Pursuant to the SPA, the holders of the Debentures were each issued a number of shares of Common Stock (the “Incentive Shares”) equal to 35% of such holder’s subscription amount (without regard for any beneficial ownership limitations) divided by the lower of (i) the closing price of the Common Stock on the Closing Date or (ii) the average of the VWAP of the Common Stock during the ten (10) trading day period immediately prior to the Closing Date. A total of 2,922,849 shares of Common Stock were issued. Pursuant to the SPA, the Company agreed to use its commercially reasonable efforts to complete a Qualified Offering within six months of the Closing Date. The Company agreed to use its commercially reasonable efforts to cause the filing of a registration statement with the Commission covering the resale of the Incentive Shares, the Warrant Shares, and the shares of Common Stock underlying the Debentures (collectively, the “Underlying Shares”) at the same time as the Qualified Offering and shall use its commercially reasonable efforts to cause such registration statement to become effective at the time of the Qualified Offering. Notwithstanding the foregoing, in the event the Qualified Offering is not completed on or before the six-month anniversary of the Closing Date, (1) the Company shall file a separate registration statement with the Commission covering the resale of the Underlying Shares (a “Separate Registration Statement”,) and shall use its commercially reasonable efforts to cause such Separate Registration Statement to become effective within nine months of the Closing Date. The foregoing summary of the Debentures, the SPA, the Security Agreement, and the Warrants contains only a brief description of the material terms of the Debentures, the SPA, the Security Agreement, and the Warrants and such description is qualified in its entirety by reference to the full text of each of the Debentures, the SPA, the Security Agreement, and the Warrants. Convertible Secured Subordinated Promissory Note In connection with the closing of the purchase of the LLC Interests and the transfer of the Assets, the Company issued the Note to the Seller in the amount of $5,000,000. The Note has an interest rate of eight and one-half percent (8.5%) per annum, requires the Company to remit in repayment of amounts outstanding pursuant to the Noe an amount equal to forty percent (40%) of the net proceeds received by the Company in connection with any offering by the Company of the Company’s securities conducted in connection with the Uplisting. The Company shall pay the Seller interest on a monthly basis. The Note is convertible, at the Seller’s option, into shares of Common Stock at a conversion price of $5.00 per share subject to adjustment: (i) if the Uplisting does not occur prior to the one-year anniversary of the Closing Date or (ii) upon an event of default as described in the Note. The Note is secured by a subordinated security interest in all assets of Infusionz pursuant to that certain Pledge and Security Agreement, dated as of October 26, 2022, by and between Infusionz as pledgor and the Seller as pledgee (the “Pledge and Security Agreement”), which security interest shall rank junior to all liens and security interests granted by the Company and each of its subsidiaries (including without limitation Infusionz), to the holders of the Debentures. The foregoing summary of the Note and the Pledge and Security Agreement contains only a brief description of the material terms of the Note and the Pledge and Security Agreement and such description is qualified in its entirety by reference to the full text of each of the Note and the Pledge and Security Agreement On January 4, 2023, the Company entered into a Promissory Note with 1800 Diagonal Lending for $195,000 and has a 12% interest rate and is due January 4, 2024. On January 18, 2023, the Company entered into a $300,000 promissory note with Walleye Opportunities Master Fund Ltd. The promissory note has a 10% OID and the principal and interest are due July 18, 2023. On February 7, 2023, the Company entered into a Purchase Agreement for up to $20,000,000 with Arena Business Results, LLC. The Company is obligated to issue Commitment Fee Shares equal to the aggregate dollar amount of $800,000.

WARRANTS

WARRANTS	3 Months Ended
	Mar. 31, 2023
WARRANTS
WARRANTS	NOTE 6 – WARRANTS On November 30, 2020, we issued 350,000 five-year common stock warrants exercisable at $1.00 per share. On November 30, 2020, we issued 40,000 five-year common stock warrants exercisable at $0.264 per share. On January 19, 2021, we issued 100,000 five-year common stock warrants exercisable at $1.00 per share. On March 22, 2021, we issued 116,667 five-year common stock warrants exercisable at $1.50 per share. On March 22, 2021, we issued 116,667 five-year common stock warrants exercisable at $2.00 per share. On March 26, 2021, we issued 16,971 five-year common stock warrants exercisable at $3.30 per share. On April 21, 2021, the Company issued 37,456 of common stock for the conversion of 40,000 cashless warrants. On July 9, 2021, we issued 50,000 five-year common stock warrants exercisable at $2.00 per share. On July 11, 2021, we issued 142,857 five-year common stock warrants exercisable at $1.75 per share. On July 11, 2021, we issued 111,111 five-year common stock warrants exercisable at $2.00 per share. On July 12, 2021, we issued 6,494 five-year common stock warrants exercisable at $1.925 per share. On July 12, 2021, we issued 5,051 five-year common stock warrants exercisable at $2.475 per share. On July 12, 2021, we issued 3,247 five-year common stock warrants exercisable at $1.925 per share. On July 12, 2021, we issued 2,525 five-year common stock warrants exercisable at $2.475 per share. On July 12, 2021, we issued 3,247 five-year common stock warrants exercisable at $1.925 per share. On July 12, 2021, we issued 2,526 five-year common stock warrants exercisable at $2.475 per share. On November 30, 2021, we issued 250,000 five-year common stock warrants exercisable at $1.08 per share. On November 30, 2021, we issued 23,570 five-year common stock warrants exercisable at $1.188 per share. On March 1, 2022, we issued 11,097 five-year common stock warrants exercisable at $1.12 per share. On March 31, 2022, we issued 39,285 five-year common stock warrants exercisable at $1.75 per share. On March 31, 2022, we issued 30,555 five-year common stock warrants exercisable at $2.25 per share. On March 31, 2022, we issued 4,286 five-year common stock warrants exercisable at $1.75 per share. On October 26, 2022, we issued 8,935,664 five-year common stock warrants initially exercisable at $1.85 per share. Warrants - Common Share Equivalents Weighted Average Exercise price Warrants exercisable - Common Share Equivalents Weighted Average Exercise price Outstanding December 31, 2021 1,300,932 $ 1.43 1,300,932 1.43 Additions 85,223 1.85 85,223 1.85 Converted - - - Expired - - - Outstanding 9-30-2022 1,386,155 $ 1.46 1,386,155 1.46 Additions 8,935,664 1.85 8,935,664 1.85 Converted (737,302 ) - - Expired - - - Outstanding December 31, 2022 9,584,517 $ 1.46 9,584,517 1.46 Additions - - - - Converted - - - Expired - - - Outstanding March 31, 2023 9,584,517 $ 1.46 9,584,517 1.46

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2023
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 7 – SUBSEQUENT EVENTS On April 18, 2023, the Company was named in a lawsuit filed by ACH Capital West, LLC. On May 2, 2023, the Company entered into a Settlement Agreement with ACH Capital West LLC where the Company agreed to repay $700,000 over a ten-month period. On May 4, 2023, the Company entered into a Promissory Note with a third-party investor in the amount of $196,000 and is due twelve months from the issue date. The Promissory Note has a 15% OID and the Company is obligated to issue 105,539 in commitment shares and 241,231 warrants at $0.8125 exercise price. In accordance with ASC 855, the Company has analyzed its operations subsequent to March 31, 2023, through the date these financial statements were issued, and has determined that it does not have any other material subsequent events to disclose in these financial statements.

BASIS OF PRESENTATION AND SUM_2

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2023
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Estimates	The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Such estimates may be materially different from actual financial results. Significant estimates include the recoverability of long-lived assets, the collection of accounts receivable and valuation of inventory and reserves.
Cash and Cash Equivalents	We maintain the majority of our cash accounts at a commercial bank. The total cash balance is insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 per commercial bank, at times we may exceed the FDIC limits. For purposes of the statement of cash flows we consider all cash and highly liquid investments with initial maturities of one year or less to be cash equivalents.
Accounts Receivable	We grant credit to our customers and do not require collateral. Our ability to collect receivables is affected by economic fluctuations in the geographic areas and industries served by us. Reserves for un-collectable amounts are provided, based on past experience and a specific analysis of the accounts. Although we expect to collect amounts due, actual collections may differ from the estimated amounts. As of March 31, 2023, and December 31, 2022, we had a reserve for potentially un-collectable accounts of $50,000 and $50,000 respectively. Historically, our bad debt write-offs related to these trade accounts have been insignificant.
Inventory	Inventories are valued at the lower of weighted average cost or market value. Our industry experiences changes in technology, changes in market value and availability of raw materials, as well as changing customer demand. We make provisions for estimated excess and obsolete inventories based on regular audits and cycle counts of our on-hand inventory levels and forecasted customer demands and at times additional provisions are made. Any inventory write offs are charged to the reserve account. As of March 31, 2023, and December 31, 2022, we had a reserve for potentially obsolete inventory of $150,000 and $0 respectively.
Property and Equipment	Property and equipment are recorded at cost. Assets held under capital leases are recorded at lease inception at the lower of the present value of the minimum lease payments or the fair market value of the related assets. The cost of ordinary maintenance and repairs is charged to operations. Depreciation and amortization are computed on the straight-line method over the following estimated useful lives of the related assets:
Long-Lived Assets	Our management assesses the recoverability of its long-lived assets by determining whether the depreciation and amortization of long-lived assets over their remaining lives can be recovered through projected undiscounted future cash flows. The amount of long-lived asset impairment if any, is measured based on fair value and is charged to operations in the period in which long-lived assets impairment is determined by management. There can be no assurance however, that market conditions will not change or demand for our services will continue, which could result in impairment of long-lived assets in the future.
Revenue Recognition	The Company recognizes revenue under ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606),” (“ASC 606”). Performance Obligations Satisfied Over Time FASB ASC 606-10-25-27 through 25-29, 25-36 through 25-37, 55-5 through 55-10 An entity transfers control of a good or service over time and satisfies a performance obligation and recognizes revenue over time if one of the following criteria is met: a) The customer receives and consumes the benefits provided by the entity’s performance as the entity performs (as described in FASB ASC 606-10-55-5 through 55-6). b) The entity’s performance creates or enhances an asset (for example, work in process) that the customer controls as the asset is created or enhanced (as described in FASB ASC 606-10-55-7). c) The entity’s performance does not create an asset with an alternative use to the entity (see FASB ASC 606-10-25-28), and the entity has an enforceable right to payment for performance completed to date (as described in FASB ASC 606-10-25-29). Performance obligations Satisfied at a Point in Time FASB ASC 606-10-25-30 If a performance obligation is not satisfied over time, the performance obligation is satisfied at a point in time. To determine the point in time at which a customer obtains control of a promised asset and the entity satisfies a performance obligation, the entity should consider the guidance on control in FASB ASC 606-10-25-23 through 25-26. In addition, it should consider indicators of the transfer of control, which include, but are not limited to, the following: a) The entity has a present right to payment for the asset b) The customer has legal title to the asset c) The entity has transferred physical possession of the asset d) The customer has the significant risks and rewards of ownership of the asset e) The customer has accepted the asset The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company only applies the five- step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods and services transferred to the customer. In addition, a) the Company also does not have an alternative use for the asset if the customer were to cancel the contract, and b.) has a fully enforceable right to receive payment for work performed (i.e., customers are required to pay as various milestones and/or timeframes are met). Also, from time to time we require deposits from our customers. As of March 31, 2023, and December 31, 2022, we had $329,661 and $436,887 of deferred revenue, respectively.
Fair Value of Financial Instruments	The Financial Accounting Standards Board issued ASC (Accounting Standards Codification) 820-10 (SFAS No. 157), “Fair Value Measurements and Disclosures” for financial assets and liabilities. ASC 820-10 provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. FASB ASC 820-10 defines fair value as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. FASB ASC 820-10 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required by the standard that the Company uses to measure fair value: · Level 1: Quoted prices in active markets for identical assets or liabilities. · Level 2: Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities. · Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company’s financial instruments consist of cash, prepaid expenses, inventory, accounts payable, convertible notes payable, and advances from related parties. The estimated fair value of cash, prepaid expenses, investments, accounts payable, convertible notes payable and advances from related parties approximate their carrying amounts due to the short-term nature of these instruments. The carrying amounts of accounts payable and accrued expenses are considered to be representative of their respective fair values because of the short-term nature of these financial instruments.
Other Comprehensive Income	We have no material components of other comprehensive income (loss) and accordingly, net loss is equal to comprehensive loss in all periods.
Net Profit (Loss) per Common Share	Basic profit / (loss) per share is computed on the basis of the weighted average number of common shares outstanding. On March 31, 2023, we had outstanding common shares of 29,949,538 used in the calculation of basic earnings per share. Basic Weighted average common shares and equivalents for the three months ended March 31, 2023, and 2022, were 25,414,306 and 12,849,729 respectively. As of March 31, 2023, we had convertible notes to potentially convert into approximately 37,143,045 of additional common shares, 9,584,517 common stock warrants convertible into an additional 11,688,435 common shares and 3,445,000 of employee stock options convertible into additional shares of common stock. Fully diluted weighted average common shares and equivalents for the three months ended March 31, 2023, and 2022, were withheld from the calculation as they were considered anti-dilutive.
Research and Development	We had no amounts of research and development expense during the three months ended March 31, 2023, and 2022.
Share-Based Compensation	The Company has adopted the use of Statement of Financial Accounting Standards No. 123R, “Share-Based Payment” (SFAS No. 123R) (now contained in FASB Codification Topic 718, Compensation- Stock Compensation), which supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees,” and its related implementation guidance and eliminates the alternative to use Opinion 25’s intrinsic value method of accounting that was provided in Statement 123 as originally issued. This Statement requires an entity to measure the cost of employee services received in exchange for an award of an equity instruments, which includes grants of stock options and stock warrants, based on the fair value of the award, measured at the grant date (with limited exceptions). Under this standard, the fair value of each award is estimated on the grant date, using an option -pricing model that meets certain requirements. We use the Black-Scholes option- pricing model to estimate the fair value of our equity awards, including stock options and warrants. The Black -Scholes model meets the requirements of SFAS No. 123R; however, the fair values generated may not reflect their actual fair values, as it does not consider certain factors, such as vesting requirements, employee attrition and transferability limitations. The Black -Scholes model valuation is affected by our stock price and a number of assumptions, including expected volatility, expected life, risk-free interest rate and expected dividends. We estimate the expected volatility and estimated life of our stock options at grant date based on historical volatility. For the “risk--free interest rate,” we use the Constant Maturity Treasury rate on 90-day government securities. The term is equal to the time until the option expires. The dividend yield is not applicable, as the Company has not paid any dividends, nor do we anticipate paying them in the foreseeable future. The fair value of our restricted stock is based on the market value of our free trading common stock, on the grant date calculated using a 20-trading-day average. At the time of grant, the share-based compensation expense is recognized in our financial statements based on awards that are ultimately expected to vest using historical employee attrition rates and the expense is reduced accordingly. It is also adjusted to account for the restricted and thinly traded nature of the shares. The expense is reviewed and adjusted in subsequent periods if actual attrition differs from those estimates. We re-evaluate the assumptions used to value our share-based awards on a quarterly basis and, if changes warrant different assumptions, the share-based compensation expense could vary significantly from the amount expensed in the past. We may be required to adjust any remaining share- based compensation expense, based on any additions, cancellations or adjustments to the share-based awards. The expense is recognized over the period during which an employee is required to provide service in exchange for the award—the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service. On October 18, 2021, the Company’s Board of Directors approved the Bloomios 2021 Incentive Stock Plan. The Company has awarded 3,650,000 of the total 5,500,000 options that are available under the plan. As a result, for the three months ended March 31, 2023, and December 31, 2022, our share-based expenses were $248,718 and $95,467 respectively.
Income Taxes	Federal Income taxes are not currently due since we have had losses since inception. On December 22, 2018, H.R. 1, originally known as the Tax Cuts and Jobs Act, (the “Tax Act”) was enacted. Among the significant changes to the U.S. Internal Revenue Code, the Tax Act lowers the U.S. federal corporate income tax rate (“Federal Tax Rate”) from 35% to 21% effective January 1, 2018. The Company will compute its income tax expense for the year ended December 31, 2022, using a Federal Tax Rate of 21%. Income taxes are provided based upon the liability method of accounting pursuant to ASC 740-10-25 Income Taxes – Recognition. Under this approach, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year-end. A valuation allowance is recorded against deferred tax assets if management does not believe the Company has met the “more likely than not” standard required by ASC 740-10-25-5. Deferred income tax amounts reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax reporting purposes. As of March 31, 2023, we had a net operating loss carry-forward of approximately $(22,844,403), and a deferred tax asset of $4,797,325 using the statutory rate of 21%. The deferred tax asset may be recognized in future, periods, not to exceed 20 years. However, due to the uncertainty of future events we have booked valuation allowance of $(4,797,325). FASB ASC 740 prescribes recognition threshold and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FASB ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. On March 31, 2023, the Company had not taken any tax positions that would require disclosure under FASB ASC 740. March 31, 2023 December 31, 2022 Deferred Tax asset $ 4,797,325 $ 4,223,007 Valuation Allowance (4,797,325 ) (4,223,007 ) Deferred Tax Asset (Net $ - $ -
Reclassification	Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported income, total assets, total liabilities or stockholders’ equity as previously reported.
Recently Issued Accounting Standards	The Company is reviewing the effects of following recent updates. The Company has no expectation that any of these items will have a material effect upon the financial statements. In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-13, Financial Instruments—Credit Losses [codified as Accounting Standards Codification Topic (ASC) 326]. ASC 326 adds to US generally accepted accounting principles (US GAAP) the current expected credit loss (CECL) model, a measurement model based on expected losses rather than incurred losses. Under this new guidance, an entity recognizes its estimate of expected credit losses as an allowance, which the FASB believes will result in more timely recognition of such losses. This will become effective in January 2023 and the impact on the Company is under evaluation. Update 2020-06—Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. This was issued in August of 2020 and will become effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. We are in the process of evaluating the impact to the Company. Update 2021-08—Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers Update 2021-03—Intangibles—Goodwill and Other (Topic 350): Accounting Alternative for Evaluating Triggering Events Update 2018-17—Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities

BASIS OF PRESENTATION AND SUM_3

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	3 Months Ended
	Mar. 31, 2023
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Schedule of Income Taxes	March 31, 2023 December 31, 2022 Deferred Tax asset $ 4,797,325 $ 4,223,007 Valuation Allowance (4,797,325 ) (4,223,007 ) Deferred Tax Asset (Net $ - $ -

WARRANTS (Tables)

WARRANTS (Tables)	3 Months Ended
	Mar. 31, 2023
WARRANTS
Schedule of outstanding warrant activity	Warrants - Common Share Equivalents Weighted Average Exercise price Warrants exercisable - Common Share Equivalents Weighted Average Exercise price Outstanding December 31, 2021 1,300,932 $ 1.43 1,300,932 1.43 Additions 85,223 1.85 85,223 1.85 Converted - - - Expired - - - Outstanding 9-30-2022 1,386,155 $ 1.46 1,386,155 1.46 Additions 8,935,664 1.85 8,935,664 1.85 Converted (737,302 ) - - Expired - - - Outstanding December 31, 2022 9,584,517 $ 1.46 9,584,517 1.46 Additions - - - - Converted - - - Expired - - - Outstanding March 31, 2023 9,584,517 $ 1.46 9,584,517 1.46

GOING CONCERN (Details Narrativ

GOING CONCERN (Details Narrative) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
GOING CONCERN
Total Stockholders' (deficit)	$ (3,835,575)		$ (1,320,947)	$ (1,569,549)
Accumulated Deficit	(22,844,403)		(20,109,557)
Net Loss	$ (2,734,846)	$ (1,255,733)	$ (13,774,168)

BASIS OF PRESENTATION AND SUM_4

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Deferred Tax Assets	$ 4,797,325	$ 4,223,007
Valuation Allowance	(4,797,325)	(4,223,007)
Deferred Tax Assets (net)	$ 0	$ 0

BASIS OF PRESENTATION AND SUM_5

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	1 Months Ended		3 Months Ended		12 Months Ended
	Oct. 18, 2021	Dec. 22, 2018	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Apr. 12, 2021
Negative Net Assets Of Bloomios, Inc. Negative			$ (30,000)
Uncollectable accounts receivables			50,000		$ 50,000
FDIC Insured Amount			250,000
Valuation Allowance			(4,797,325)		(4,223,007)
Inventory			150,000		0
Deferred Revenue			$ 329,661		436,887
Common Stock Shares Outstanding Shares			29,949,538
Weighted Average Common Shares Basic			25,414,306	12,849,729
Conversion Of Notes Into Common Shares			37,143,045
Employee stock options convertible into additional shares of common stock			3,445,000
Additional Common Shares			9,584,517
Warrants Convertible Into Additional Common Shares			11,688,435
Share-based Expense			$ 248,718		$ 95,467
Net Operating Loss Carry-forward			$ 22,844,403
Statutory Tax Rate			21%
Federal Tax Rate		35%	21%		21%
Effective Date		Jan. 01, 2018
Deferred Tax Assets			$ 4,797,325		$ 4,223,007
2021 Incentive Plan [Member]
Shares issued to convertible note	5,500,000
Awarded shares	3,650,000
Series A Preferred Stock
Capital transaction, par value			$ 0.00001
Preferred Stock issued			10,000		10,000
Preferred stock, par value			$ 0.00001		$ 0.00001	$ 0.00001
Series A Preferred Stock | X L R Medical Corp [Member]
Preferred Stock issued						10,000
Series B Preferred Stock
Preferred Stock issued			0		800	800
Preferred stock, par value			$ 0.00001		$ 0.00001	$ 0.00001
Series B Preferred Stock | X L R Medical Corp [Member]
Preferred Stock issued						800

EQUITY (Details Narrative)

EQUITY (Details Narrative) - USD ($)														1 Months Ended														3 Months Ended
	Feb. 07, 2023	Jan. 13, 2023	Sep. 14, 2022	May 02, 2022	Jul. 11, 2021	Jul. 09, 2021	Jan. 05, 2021	Jul. 08, 2020	Jun. 11, 2020	Jun. 08, 2020	Jun. 05, 2020	Jun. 04, 2020	May 05, 2020	Jan. 19, 2023	Oct. 26, 2022	Jul. 20, 2022	May 19, 2022	Mar. 31, 2022	Feb. 24, 2022	Feb. 18, 2022	Nov. 30, 2021	Apr. 21, 2021	Nov. 30, 2020	Jul. 27, 2020	Feb. 29, 2020	Jun. 30, 2019	Nov. 30, 2018	Mar. 31, 2023	Dec. 31, 2022	Feb. 17, 2022	Nov. 01, 2021	Oct. 18, 2021	Aug. 23, 2021	Apr. 12, 2021	Mar. 26, 2021
Issued shares for inducement, price per share			$ 2.75													$ 2.01	$ 1.90
Commitment shares for issuance																																			116,667
Conversion of Stock, Shares Converted																						37,456
Conversion Of cashless Warrant Shares																						40,000
Common Stock, Shares Issuance			115,000													10,000	60,000													300,000
Debenture description																												the $500,000 Debenture shall receive $250,000: $500,000 x $5,000,000/ $10,000,000
Interest Rate							8%	3.75%	8%	8%	8%	8%	1%							12%			6%	9%	9.90%	8%
Fixed rate																				$ 0.54
Common share issued, total value			$ 316,252													$ 20,100	$ 114,000
Preferred Stock Shares Authorized																												5,000,000
Common Stock, par value																												$ 0.00001	$ 0.00001
Common stock, Shares issued																												29,949,538	14,250,659
Common stock, Shares outstanding																												29,949,538	14,250,659
Common Stock Shares Authorized																												950,000,000	950,000,000
Mr. Glass [Member]
Stock Issued During The Period, Shares																											12,000,000
Stock Issued During The Period, Aggregate Price																											$ 120
Arena Business Results L L C [Member]
Purchase agreement, Amount	$ 20,000,000
Issue Commitment Fee Shares equal to the aggregate amount	$ 800,000
Capitalization [Member]
Preferred Stock Shares Authorized																												5,000,000
Total Shares Authorized																												950,000,000
Common Stock Shares Authorized																												950,000,000
Bloomios 2021 Incentive Stock Plan [Member]
Common Stock, Shares Issuance																																5,500,000
Total Options																																4,000,000
Awarded shares																																3,200,000
Secured Convertible Note [Member]
Common Stock, Shares Issuance																														300,000
Line Of Credit Agreement Member [Member]
Common Stock, Shares Issuance																														50,000
Letter of Engagement [Member]
Common Stock, Shares Issuance																														300,000
Interest Rate																				12%
Maturity date																				Jan. 31, 2025
Fixed rate																				$ 0.54
Service Agreement 1 [Member]
Common Stock, Shares Issuance																														300,000
Secured Convertible Note 1 [Member]
Common Stock, Shares Issuance																														30,000
Line Of Credit Agreement Member 1 [Member]
Common Stock, Shares Issuance																														50,000
Share Purchase Agreement [Member] | BP [Member]
Cash Consideration						$ 6,500,000
Purchase Agreement Description						Thereafter, we may, from time to time and at our sole discretion, direct BP to purchase shares of our common stock in amounts up to 100,000 shares on any single business day, subject to a maximum of $500,000 per purchase, plus other “VWAP Purchases” under certain circumstances
Securities Purchase Agreement [Member]
Conversion Of cashless Warrant Shares					100,000													12,500	18,450		25,000
Monthly Payments																			$ 19,286
Purchase Agreement Description					beneficial ownership of greater than 4.99% of the outstanding shares of the Company, with the exception that the beneficial ownership limitation may be waived up to a maximum of 9.99% at the election of the Investor, with not less than 61 days prior notice. The Note is secured with all of the assets of the Company, as described in the Security Agreement attached as Exhibit 10.3 to this Form S-1. The Purchase Agreement contains customary representations and warranties, and the Offering was subject to customary closing conditions. The Shares were offered by the Company pursuant to the exemption provided in Section 4(a)(2) under the Securities Act, and Rule 506(b) promulgated thereunder. The Company is obligated to register the shares of common stock underlying the Note and the Warrants (as described below), within 90 days from the date of the Purchase Agreement													beneficial ownership of greater than 4.99% of the outstanding shares of the Company, with the exception that the beneficial ownership limitation may be waived up to a maximum of 9.99% at the election of the Investor, with not less than 61 days prior notice. The Note converts at a fixed rate of $1.25 into common stock unless there is a default under the agreements. The Company is obligated to register the shares of common stock underlying the Note and the Warrants (as described below), within 90 days from the date of the Purchase Agreement	the beneficial ownership of greater than 4.99% of the outstanding shares of the Company, with the exception that the beneficial ownership limitation may be waived up to a maximum of 9.99% at the election of the Investor, with not less than 61 days prior notice. Additionally, if the Note is in default there is a 150% penalty. The Note converts at a rate of 25% discount to the lowest trading price for the 10 trading days prior to any such conversion		beneficial ownership of greater than 4.99% of the outstanding shares of the Company, with the exception that the beneficial ownership limitation may be waived up to a maximum of 9.99% at the election of the Investor, with not less than 61 days prior notice
Service Agreement [Member]
Common Stock, Shares Issuance																														300,000
Line Of Credit Agreement Member 2 [Member]
Common Stock, Shares Issuance																														50,000
Finder's Fee Agreement [Member]
Issue shares of common stock		75,000												50,000
Convertible Secured Subordinated Promissory Note [Member]
Interest rate of note															8.50%
Interest Rate																												8.50%
Convertible subordinate promissory note																												$ 5,000,000	$ 5,000,000
Outstanding pursuant to the note amount															40%													40%
Conversion price of share															$ 5													$ 5
Senior Secured Convertible Promissory Note [Member]
Issue shares of common stock				60,000
Commitment shares for issuance																															20,000		20,000
Common Stock, Shares Issuance																														29,086
Senior Secured Convertible Promissory Note [Member] | Securities Purchase Agreement [Member]
Original Issue Discount																			$ 18,450
Purchase Price																			153,750
Aggregate Principal																			172,200
Monthly Payments																			$ 19,286
Description Of Ownership																			beneficial ownership of greater than 4.99% of the outstanding shares of the Company, with the exception that the beneficial ownership limitation may be waived up to a maximum of 9.99% at the election of the Investor, with not less than 61 days prior notice. Additionally, if the Note is in default there is a 150% penalty. The Note converts at a rate of 25% discount to the lowest trading price for the 10 trading days prior to any such conversion
Expiry date																			Oct. 26, 2024
Senior Secured Convertible Promissory Note 1 [Member]
Exercise price of the warrants															125%
Warrants issued															7,449,007
Percentage of holder subscription amount															35%
Total shares of common stock issued															2,216,080
Common Stock, Shares Issuance																														29,086
Debenture description															the $500,000 Debenture shall receive $250,000: $500,000 x $5,000,000/ $10,000,000
Original Issue Discount															15%
Aggregate principal amount															$ 13,893,059
Investment with balance of the principal amount															$ 6,250,000
Interest rate															10%
Qualified offering															80%
Trading day period															10 years
Principal amount outstanding of a debenture															$ 500,000
Proceeds of a qualified offering															5,000,000
Total amount outstanding of all the debenture															$ 10,000,000
Series A Preferred Stock
Preferred Stock Shares Authorized																												10,000	10,000
Preferred stock, shares issued																												10,000	10,000
Perferred stock, shares outstanding																												10,000	10,000
Preferred Stock, Shares Par Value																												$ 0.00001	$ 0.00001					$ 0.00001
Series B Preferred Stock
Preferred Stock Shares Authorized																												800	800
Preferred stock, shares issued																												0	800					800
Perferred stock, shares outstanding																												0	800
Preferred Stock, Shares Par Value																												$ 0.00001	$ 0.00001					$ 0.00001
Series C Preferred Stock
Preferred Stock Shares Authorized																												3,000,000	3,000,000
Preferred stock, shares issued																												0	310,000
Perferred stock, shares outstanding																												0	310,000
Preferred Stock, Shares Par Value																												$ 0.00001	$ 0.00001
Series D Preferred Stock [Member]
Preferred Stock Shares Authorized																												85,000	85,000
Preferred stock, shares issued																												85,000	85,000
Perferred stock, shares outstanding																												85,000	85,000
Preferred Stock, Shares Par Value																												$ 0.00001	$ 0.00001
Series A Convertible Preferred Stock [Member]
Conversion of Stock, Shares Converted																												50
Preferred Stock Shares Authorized																												5,000,000
Preferred Stock, Shares Par Value																												$ 0.00001
Voting Description																												the Company and each share entitles holder to vote such number of votes equal to 0.0051% of the total number of votes entitled to be cast
Gross Proceeds																												$ 10,000,000
Price Per Share																												$ 100
Common Stock [Member] | Share Purchase Agreement [Member] | BP [Member]
Stock Issued						50,000
Common Stock [Member] | Share Purchase Agreement [Member] | Burdell Partners LLC [Member]
Stock Issued						50,000
Warrant Issued [Member] | Share Purchase Agreement [Member] | BP [Member]
Stock Issued						50,000
Warrant Issued [Member] | Share Purchase Agreement [Member] | Burdell Partners LLC [Member]
Stock Issued						50,000
Series B Convertible Preferred Stock [Member]
Preferred Stock Shares Authorized																												800	800
Preferred stock, shares issued																												0	0
Perferred stock, shares outstanding																												0	0
Preferred Stock, Shares Par Value																												$ 0.00001	$ 0.00001
Dividend percent rate																												10%
Series C Convertible Preferred Stock [Member]
Preferred Stock Shares Authorized																												3,000,000	3,000,000
Preferred stock, shares issued																												0	0
Perferred stock, shares outstanding																												0	0
Preferred Stock, Shares Par Value																												$ 0.00001	$ 0.00001
Series D Convertible Preferred Stock [Member]
Preferred Stock Shares Authorized																												85,000	85,000
Preferred stock, shares issued																												85,000	85,000
Perferred stock, shares outstanding																												85,000	85,000
Preferred Stock, Shares Par Value																												$ 0.00001	$ 0.00001
Dividend percent rate																												8.50%
Gross Proceeds																												$ 8,500,000
Price Per Share																												$ 100

NOTES PAYABLE (Details Narrativ

NOTES PAYABLE (Details Narrative) - USD ($)															1 Months Ended																3 Months Ended
	Feb. 07, 2023	Jan. 04, 2023	May 02, 2022	Jul. 11, 2021	Jul. 09, 2021	Apr. 02, 2021	Jan. 05, 2021	Jul. 08, 2020	Jun. 11, 2020	Jun. 08, 2020	Jun. 05, 2020	Jun. 04, 2020	May 05, 2020	Jan. 11, 2019	Jan. 18, 2023	Oct. 26, 2022	Jun. 21, 2022	Mar. 31, 2022	Feb. 24, 2022	Feb. 18, 2022	Dec. 29, 2021	Nov. 30, 2021	Apr. 21, 2021	Mar. 25, 2021	Jan. 19, 2021	Nov. 30, 2020	Jul. 27, 2020	Feb. 29, 2020	Jun. 30, 2019	Feb. 19, 2019	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Nov. 01, 2021	Aug. 23, 2021	Mar. 26, 2021
Maturity Date							Apr. 05, 2021	Aug. 15, 2022	Sep. 11, 2020	Sep. 08, 2020	Jun. 30, 2020	Sep. 05, 2020	Aug. 15, 2022														Aug. 15, 2022	Jan. 01, 2021	Jun. 30, 2020
Due amount									$ 0	$ 0	$ 0	$ 0
Expenses and fees																															$ 15,407	$ 64,164
Promissory Note Issued To Related Party							$ 20,331	$ 150,000	$ 10,000	$ 10,000	$ 10,000	$ 20,000	$ 310,000													$ 203,000	$ 300,000	$ 531,000	$ 9,300
Interest Rate							8%	3.75%	8%	8%	8%	8%	1%							12%						6%	9%	9.90%	8%
Additional Warrant					100,000																				100,000	350,000
Exercise Price																										$ 1
Debenture description																															the $500,000 Debenture shall receive $250,000: $500,000 x $5,000,000/ $10,000,000
Installment Payment								$ 731
Commitment Shares For Issuance																																				116,667
Warrants issued																															2,922,849
Fixed rate																				$ 0.54
Original Issue Discount																							40,000
Warrants 2 [Member]
Warrants, Exercise Price																		$ 1.75													$ 1.75	$ 1.75
Warrants issued																															$ 39,285
Warrants Three [Member]
Warrants, Exercise Price																															$ 2.25
Warrants issued																															$ 30,555
5-Year Warrants [Member]
Interest Rate																								11%
Commitment Shares For Issuance																								1,666,667
Original Issue Discount																								$ 777,778
Securities Purchase Agreement [Member]
Original Issue Discount				100,000														12,500	18,450			25,000
Monthly Payments																			$ 19,286
Aggregate Purchase Price Of Debt				$ 1,000,000														$ 137,500	172,200			$ 275,000
Closing Price Of Note				$ 500,000														$ 125,000	$ 153,750			$ 250,000
Description Of Ownership Percentage				beneficial ownership of greater than 4.99% of the outstanding shares of the Company, with the exception that the beneficial ownership limitation may be waived up to a maximum of 9.99% at the election of the Investor, with not less than 61 days prior notice. The Note is secured with all of the assets of the Company, as described in the Security Agreement attached as Exhibit 10.3 to this Form S-1. The Purchase Agreement contains customary representations and warranties, and the Offering was subject to customary closing conditions. The Shares were offered by the Company pursuant to the exemption provided in Section 4(a)(2) under the Securities Act, and Rule 506(b) promulgated thereunder. The Company is obligated to register the shares of common stock underlying the Note and the Warrants (as described below), within 90 days from the date of the Purchase Agreement														beneficial ownership of greater than 4.99% of the outstanding shares of the Company, with the exception that the beneficial ownership limitation may be waived up to a maximum of 9.99% at the election of the Investor, with not less than 61 days prior notice. The Note converts at a fixed rate of $1.25 into common stock unless there is a default under the agreements. The Company is obligated to register the shares of common stock underlying the Note and the Warrants (as described below), within 90 days from the date of the Purchase Agreement	the beneficial ownership of greater than 4.99% of the outstanding shares of the Company, with the exception that the beneficial ownership limitation may be waived up to a maximum of 9.99% at the election of the Investor, with not less than 61 days prior notice. Additionally, if the Note is in default there is a 150% penalty. The Note converts at a rate of 25% discount to the lowest trading price for the 10 trading days prior to any such conversion			beneficial ownership of greater than 4.99% of the outstanding shares of the Company, with the exception that the beneficial ownership limitation may be waived up to a maximum of 9.99% at the election of the Investor, with not less than 61 days prior notice
Face Value Of Note				$ 550,000
Promissory Note, Principal Amount				1,100,000
Securities Purchase Agreement [Member] | Warrants 1 [Member]
Warrants Issued				$ 142,857
Securities Purchase Agreement [Member] | Warrants 2 [Member]
Debt Instrument, Convertible, Conversion Price				$ 2.25																		$ 1.08
Warrants Issued				$ 111,111
Letter Agreement [Member]
Amount Paid						$ 252,875
Lease Services Agreement [Member]
Received amount of advance														$ 300,000
Received shares of the Series C Convertible Preferred Stock														(310,000)
Third Party [Member]
Agreement Description																								Pursuant to the agreement, the Company issued the lender 116,667 shares of common stock, 116,667 5-year warrants with an exercise price of $1.50 and 116,667 5-year warrants with an exercise price of $2.00. The note had an original issue discount of $77,778
Senior Secured Convertible Promissory Note [Member]
Issue shares of common stock			60,000
Commitment Shares For Issuance																																		20,000	20,000
Increase in the amount of promissory note			$ 30,000
Senior Secured Convertible Promissory Note [Member] | Securities Purchase Agreement [Member]
Original Issue Discount																			$ 18,450
Monthly Payments																			$ 19,286
Bryan Glass [Member]
Expenses and fees																															$ 26,864
Arena Business Results L L C [Member] | Purchase Agreement [Member]
Promissory Note Issued To Related Party	$ 20,000,000
Issue shares commitment fee, Amount	$ 800,000
Convertible Secured Subordinated Promissory Note [Member]
Interest Rate																															8.50%
Outstanding pursuant to the note percent																40%															40%
Conversion price of share																$ 5															$ 5
Convertible subordinate promissory note																															$ 5,000,000		$ 5,000,000
Senior Secured Convertible Debenture Offering [Member]
Maturity Date																															Oct. 26, 2024
Interest Rate																															10%
Debenture description																															the $500,000 Debenture shall receive $250,000: $500,000 x $5,000,000/ $10,000,000
Aggregate principal amount																$ 15,367,966
Original issue discount																15%
Description of conversion price																															(i) prior to the date of a Qualified Offering (an offering the Company enters into in connection with the Uplisting) is eighty percent (80%) of the lowest VWAP of the Common Stock during the five (5) trading day period immediately prior to the applicable Conversion Date; (ii) at the Qualified Offering, at the Qualified Offering Conversion Price (the effective price per share paid by investors per share of Common Stock that is sold to the public in the Qualified Offering)
Principal amount, Outstanding Debenture																															$ 5,000,000
Gross proceeds of Qualified Offering																															500,000
Total amount, Outstanding Debenture																															$ 10,000,000
Exercise price of warrants conversion price																															125%
Warrants issued																															8,935,664
Promissory Note [Member]
Maturity Date																													Mar. 30, 2020	Feb. 19, 2020
Promissory Note Issued To Related Party																												$ 60,000	$ 14,500	$ 17,000
Interest Rate																												8%	8%	8%
Promissory Note [Member] | Third Party [Member]
Promissory Note Issued To Related Party																	$ 100,000
Fixed Interest																	25,000
Total due																	$ 125,000
Promissory Note [Member] | 1800 Diagonal Lending [Member]
Maturity Date		Jan. 04, 2024
Interest Rate		12%
Promissory Note Issued To Related Party		$ 195,000
Promissory Note [Member] | Walleye Opportunities Master Fund Ltd [Member]
Maturity Date															Jul. 18, 2023
Interest Rate															10%
Promissory Note Issued To Related Party															$ 300,000
Promissory Note [Member] | Related Party [Member]
Interest Rate																					12%
Promissory Note Issued To Related Party																					$ 150,000

WARRANTS (Details)

WARRANTS (Details) - USD ($)	3 Months Ended		9 Months Ended
	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022
Warrants - Common Share Equivalents [Member]
Shares Outstanding, Beginning Balance	9,584,517	1,386,155	1,300,932
Warrants - Common Share Equivalents, Additions		8,935,664	85,223
Warrants - Common Share Equivalents, Converted		(737,302)
Warrants - Common Share Equivalents, Expired			0
Shares Outstanding, Ending Balance	9,584,517	9,584,517	1,386,155
Weighted Average Exercise Price, Beginning Balance	$ 1.46	$ 1.46	$ 1.43
Weighted Average Exercise Price, Additions	0	1.85	1.85
Weighted Average Exercise Price, Converted	0	0	0
Weighted Average Exercise Price, Expired	0	0	0
Weighted Average Exercise Price, Ending Balance	1.46	1.46	1.46
Warrants Exercisable Common Share Equivalents [Member]
Weighted Average Exercise Price, Beginning Balance	1.46	1.46	1.43
Weighted Average Exercise Price, Additions	0	1.85	1.85
Weighted Average Exercise Price, Converted	0		0
Weighted Average Exercise Price, Expired	0		0
Weighted Average Exercise Price, Ending Balance	$ 1.46	$ 1.46	$ 1.46
Warrants Exercisable - Common Share Equivalents, Beginning Balance	9,584,517	1,386,155	1,300,932
Warrants Exercisable - Common Share Equivalents, Addition		8,935,664	85,223
Warrants Exercisable - Common Share Equivalents, Expired	$ 0	$ 0	$ 0
Warrants Exercisable - Common Share Equivalents,converted			$ 0
Warrants Exercisable - Common Share Equivalents, Ending Balance	9,584,517	9,584,517	1,386,155

WARRANTS (Details Narrative)

WARRANTS (Details Narrative) - $ / shares	1 Months Ended
	Apr. 21, 2021	Oct. 26, 2022	Mar. 31, 2022	Mar. 01, 2022	Nov. 30, 2021	Jul. 12, 2021	Jul. 11, 2021	Jul. 09, 2021	Mar. 26, 2021	Mar. 22, 2021	Jan. 19, 2021	Nov. 30, 2020
Common Stock Warrants	37,456
Cashless Warrants	40,000
Five-Year Common Stock [Member]
Common Stock Warrants		935,664	39,285	11,097	250,000	6,494	142,857	50,000	16,971	116,667	100,000	350,000
Exercise Price		$ 1.85	$ 1.75	$ 1.12	$ 1.08	$ 1.925	$ 1.75	$ 2	$ 3.30	$ 1.50	$ 1	$ 1
Five-Year Common Stock One [Member]
Common Stock Warrants			30,555		23,570	5,051	111,111			116,667		40,000
Exercise Price			$ 2.25		$ 1.188	$ 2.475	$ 2			$ 2		$ 0.264
Five-Year Common Stock Two [Member]
Common Stock Warrants			4,286			3,247
Exercise Price			$ 1.75			$ 1.925
Five-Year Common Stock Three [Member]
Common Stock Warrants						2,525
Exercise Price						$ 2.475
Five-Year Common Stock Four [Member]
Common Stock Warrants						3,247
Exercise Price						$ 1.925
Five-Year Common Stock Five [Member]
Common Stock Warrants						2,526
Exercise Price						$ 2.475

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - USD ($)										1 Months Ended
	May 04, 2023	May 02, 2023	Jan. 05, 2021	Jul. 08, 2020	Jun. 11, 2020	Jun. 08, 2020	Jun. 05, 2020	Jun. 04, 2020	May 05, 2020	Feb. 18, 2022	Nov. 30, 2020	Jul. 27, 2020	Feb. 29, 2020	Jun. 30, 2019	Feb. 19, 2019	Mar. 26, 2021
Promissory Note Issued To Related Party			$ 20,331	$ 150,000	$ 10,000	$ 10,000	$ 10,000	$ 20,000	$ 310,000		$ 203,000	$ 300,000	$ 531,000	$ 9,300
Interest Rate			8%	3.75%	8%	8%	8%	8%	1%	12%	6%	9%	9.90%	8%
Commitment Shares For Issuance																116,667
Promissory Note [Member]
Promissory Note Issued To Related Party													$ 60,000	$ 14,500	$ 17,000
Interest Rate													8%	8%	8%
Promissory Note [Member] | Subsequent Event [Member] | ACH Capital West LLC [Member]
Description of lawsuit filed		On May 2, 2023, the Company entered into a Settlement Agreement with ACH Capital West LLC where the Company agreed to repay $700,000 over a ten-month period
Third Party [Member] | Promissory Note [Member] | Subsequent Event [Member]
Promissory Note Issued To Related Party	$ 196,000
Interest Rate	15%
Commitment Shares For Issuance	105,539
Third Party [Member] | Promissory Note [Member] | Subsequent Event [Member] | Warrants [Member]
Issued warrants	241,231
warrants exercise price	$ 0.8125