GrowLife (PHOT) 10-K 13 Jun 23 2022 FY Annual report Financial data

Cover

Cover - USD ($)	12 Months Ended
	Dec. 31, 2022	Jun. 05, 2023	Jun. 30, 2022
Cover [Abstract]
Entity Registrant Name	GrowLife, Inc.
Entity Central Index Key	0001161582
Document Type	10-K
Amendment Flag	false
Entity Voluntary Filers	No
Current Fiscal Year End Date	--12-31
Entity Well Known Seasoned Issuer	No
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Document Period End Date	Dec. 31, 2022
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2022
Entity Common Stock Shares Outstanding		30,977,857
Entity Public Float			$ 7,176,550
Document Annual Report	true
Entity File Number	000-50385
Entity Incorporation State Country Code	DE
Entity Tax Identification Number	90-0821083
Entity Interactive Data Current	Yes
Icfr Auditor Attestation Flag	false
Entity Address Address Line 1	11335 NE 122nd Way
Entity Address Address Line 2	Suite 105
Entity Address City Or Town	Kirkland
Entity Address State Or Province	WA
Entity Address Postal Zip Code	98034
City Area Code	866
Local Phone Number	781-5559
Document Transition Report	false
Auditor Firm Id	324
Auditor Name	Macias Gini & O’Connell LLP
Auditor Location	Irvine, CA

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2022	Dec. 31, 2021
CURRENT ASSETS:
Cash and cash equivalents	$ 94,208	$ 6,275
Advances	160,000	0
Current assets of discontinued operations	0	2,203,932
Total current assets	254,208	2,210,207
Long term assets of discontinued operations	0	1,897,823
TOTAL ASSETS	254,208	4,108,030
CURRENT LIABILITIES:
Accounts payable	850,619	829,909
Accrued expenses	209,768	171,464
Notes payable- PPP/EIDL loans	716,252	874,570
Notes payable	1,877,896	13,117
Convertible notes payable, net	2,323,516	2,570,570
Derivative liabilities	2,686,892	1,698,272
Current liabilities of discontinued operations	0	3,548,517
Total current liabilities	8,664,942	9,706,419
LONG TERM LIABILITIES:
Long term liabilities of discontinued operations	0	335,222
Total long term liabilities	0	335,222
STOCKHOLDERS' DEFICIT
Common stock - $0.0001 par value, 740,000,000 shares authorized, 7,083,254 and 786,331 shares issued and outstanding at 12/31/2022 and 12/31/2021 , respectively	708	79
Additional paid in capital	156,385,473	154,380,348
Accumulated deficit	(164,796,915)	(160,314,038)
Total stockholders' deficit	(8,410,734)	(5,933,611)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	254,208	4,108,030
Series A Preferred Stock [Member]
STOCKHOLDERS' DEFICIT
Preferred stock, Value	$ 0	$ 0

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Preferred Stock, Par Value	$ 0.0001	$ 0.0001
Preferred Stock, Authorized	10,000,000	10,000,000
Common Stock, Par Value	$ 0.0001	$ 0.0001
Common Stock, Authorized	740,000,000	740,000,000
Common Stock, Issued	7,083,254	786,331
Common Stock, Outstanding	7,083,254	786,331
Series A Preferred Stock [Member]
Preferred Stock, Par Value	$ 0.0001	$ 0.0001
Preferred Stock, Authorized	10,000,000	10,000,000
Preferred Stock, Issued	1,800	0
Preferred Stock, Outstanding	1,800	0

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
CONSOLIDATED STATEMENTS OF OPERATIONS
Cost of goods sold	$ 0	$ 0
Gross Profit	0	0
Operating expenses	1,341,468	1,382,519
Loss from operations	(1,341,468)	(1,382,519)
OTHER INCOME (EXPENSE):
Change in fair value of derivative	(1,347,845)	(973,101)
Interest expense, net	(1,963,736)	(3,243,162)
Gain (Loss) on debt conversions, net	204,868	(931,494)
Gain on forgiveness/settlement of debt	183,449	1,025,400
Total other expense, net	(2,923,264)	(4,122,357)
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES	(4,264,732)	(5,504,876)
Income taxes	0	0
NET LOSS FROM CONTINUING OPERATIONS	(4,264,732)	(5,504,876)
Income (Loss) from discontinued operations, net of income tax	(1,931,250)	32,208
Gain on deconsolidation of discontinued operations	1,713,105
NET INCOME (LOSS) ON DISCONTINUED OPERATIONS	(218,145)	32,208
NET LOSS	$ (4,482,877)	$ (5,472,668)
BASIC AND DILUTED INCOME (LOSS) PER SHARE
Net Loss on continuing operations	$ (1.86)	$ (9.86)
Net Income (Loss) on discontinued operation	$ (0.09)	$ 0.06
Net Income (Loss) on discontinued operation	$ (1,341,468)	$ (1,382,519)
Net Loss	$ (1.95)	$ (9.80)
Weighted average shares of common stock outstanding- basic and diluted	2,297,827	558,371

CONSOLIDATED STATEMENTS OF CHAN

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($)	Total	Common Stock	Additional Paid-In Capital	Retained Earnings (Accumulated Deficit)	Series A Preferred Stocks [Member]
Balance, shares at Dec. 31, 2020		345,621
Balance, amount at Dec. 31, 2020	$ (7,174,472)	$ 35	$ 147,666,863	$ (154,841,370)	$ 0
Stock based compensation for stock options	15,476	$ 0	15,476	0
Shares issued for services, shares		8,000
Shares issued for services, amount	24,000	$ 1	23,999
Shares issued for convertible note conversions, shares		332,305
Shares issued for convertible note conversions, amount	5,239,493	$ 33	5,239,460	0
Shares issued for liability settlement, shares		95,000
Shares issued for liability settlement, amount	1,397,100	$ 9	1,397,091
Shares issued for warrant exercise, shares		5,425
Shares issued for warrant exercise, amount	37,460	$ 1	37,459
Net loss for the year ended December 31, 2021	(5,472,668)	$ 0	0	(5,472,668)
Balance, shares at Dec. 31, 2021		786,351
Balance, amount at Dec. 31, 2021	(5,933,611)	$ 79	154,380,348	(160,314,038)	$ 0
Shares issued for convertible note conversions, shares		5,560,082
Shares issued for convertible note conversions, amount	1,682,698	$ 555	1,682,143
Net loss for the year ended December 31, 2021	(4,482,877)			(4,482,877)
Shares issued for note commitments, net, shares		1,000,000			1,800
Shares issued for note commitments, net, amount	327,792	$ 100	327,692		$ 0
Repurchase of shares in connection with reverse stock split, shares		(263,159)
Repurchase of shares in connection with reverse stock split, amount	(10,168)	$ (26)	(10,142)
Fair value of warrants issued	5,433		5,433
Balance, shares at Dec. 31, 2022		7,083,274			1,800
Balance, amount at Dec. 31, 2022	$ (8,410,734)	$ 708	$ 156,385,473	$ (164,796,915)	$ 0

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (4,482,877)	$ (5,472,668)
(Income) Loss from discontinued operations	1,931,250	(32,208)
Gain on discontinued operations	(1,713,105)	0
Net loss from continuing operations	(4,264,732)	(5,504,875)
Adjustments to reconcile net loss to net cash used in operating activities:
Share-based compensation expense	0	15,476
Non-cash interest expense	1,882,488	1,415,936
Loss on cashless warrant conversion	0	37,460
(Gain) Loss on debt conversion	(204,868)	931,494
Change in fair value of derivative	1,347,845	973,101
(Gain) on forgiveness of debt	(183,449)	(206,287)
Gain on settlement of accounts payable	0	(1,025,400)
Fair value of derivatives expensed upon conversion	0	1,429,138
Changes in operating assets and liabilities:
Accounts payable	38,605	96,601
Accrued expenses	38,303	(25,650)
Net cash used in operating activities from continuing operations	(1,345,808)	(1,863,007)
Net cash provided by operating activities by discontinued operations	30,310	299,884
CASH USED BY OPERATING ACTIVITIES	(1,315,498)	(1,563,123)
CASH FLOWS FROM INVESTING ACTIVITIES:
Payment of advances	(160,000)	0
Net cash used in investing activities by discontinued operations	(11,190)	(20,000)
CASH USED IN INVESTING ACTIVITIES	(171,190)	(20,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from convertible debt	1,254,305	1,728,873
Proceeds from notes payable	473,000	369,574
Repayment of convertible notes	(110,150)	(553,550)
Repayment of notes payable	(13,117)	(49,144)
Purchase of shares in reverse stock split	(10,168)	0
Net cash provided by financing activities from continuing operations	1,593,870	1,495,753
Net cash used in financing activities by discontinued operations	(19,249)	0
CASH PROVIDED BY FINANCING ACTIVITIES	1,574,621	1,495,753
NET CHANGE IN CASH AND CASH EQUIVALENTS	87,933	(87,370)
CASH AND CASH EQUIVALENTS, beginning of period	6,275	93,645
CASH AND CASH EQUIVALENTS, end of period	94,208	6,275
Non-cash investing and financing activities:
Value of shares issued for convertible note conversion	1,682,698	2,502,596
Value of shares issued for liability settlement	1,046,425	1,397,100
Value of shares issued for loan commitment fees	$ 327,792	$ 0

DESCRIPTION OF BUSINESS AND ORG

DESCRIPTION OF BUSINESS AND ORGANIZATION	12 Months Ended
	Dec. 31, 2022
DESCRIPTION OF BUSINESS AND ORGANIZATION
DESCRIPTION OF BUSINESS AND ORGANIZATION	NOTE 1 – DESCRIPTION OF BUSINESS AND ORGANIZATION GrowLife, Inc. (“GrowLife” or the “Company”) is incorporated under the laws of the State of Delaware and is headquartered in Kirkland, Washington. The Company was founded in 2012 with the Closing of the Agreement and Plan of Merger with SGT Merger Corporation. On October 15, 2018, the Company closed the Purchase and Sale Agreement with EZ-CLONE Enterprises, Inc., a California corporation (the “Agreement”). On November 5, 2019, the Company amended the Agreement with one 24.5% shareholder of EZ-CLONE Enterprises, Inc. (“EZ-CLONE”), to extend the date to purchase the remaining 49% of stock of EZ-CLONE in exchange for a 20% extension fee (a total of $171,000 for the 49% or $85,500 for each 24.5% shareholder) of the $855,000 cash payable at the earlier of the closing of $2,000,000 in funding or nine months (July 2020). The Company did not close the purchase of the remaining 49% of stock of EZ-CLONE by the extended deadline. On September 15, 2020, the Company received notice that William Blackburn and Brad Mickelsen (“Plaintiffs”), minority shareholders of EZ-CLONE Enterprises, Inc., a majority owned subsidiary of the Company, filed a complaint against the Company and its officers in the Superior Court of California, County of Sacramento (“Complaint”) for claims related to breach under the Purchase and Sale Agreement dated October 15, 2018 between the Company and Plaintiffs. The Complaint also alleges that the Company and its Officers made certain false representations and other claims to consummate the Transaction and as a result has failed to complete the second closing as required under Purchase and Sale Agreement. As of December 4, 2020, the Company’s officers were dismissed from the case. The complaint sought rescission of the Purchase and Sale Agreement, unspecified damages in excess of ten thousand dollars, and other equitable relief. See Note 17 for description of Legal Proceedings. On September 15, 2020, the Company filed a notice of removal with the California Superior Court, County of Sacramento and the United States District Court for the Eastern District of California. The case was removed to Federal District Court for the Eastern District of California and Plaintiffs filed an Ex Parte Application for TRO and an Order for Preliminary Injunction with the Federal Court. The TRO was granted on September 16, 2020 and a preliminary injunction hearing was scheduled for September 29, 2020. After reviewing all pleadings and oral arguments at the hearing, the Court issued a ruling granting Plaintiffs’ request for a preliminary injunction. On December 29,2022, the Company entered into a Settlement Agreement and Mutual General Release (“SAMGA”) with Mr. Blackburn whereby: (i) both parties agreed to settle all disputes and potential disputes, (ii) EZ-CLONE assumes all obligations relating to the warehouse lease, (iii) 32.7% of the stock held by the Company was retired, (iv) 3.9% of the stock held by the Company was transferred to Mr. Blackburn, and (v) the Company received anti-dilution rights for a period of five years. As a result, the Company’s ownership percentage has decreased from 51% to 19.6% and Mr. Blackburn ownership percentage has increased from 24.5% to 51%, and Mr. Mickelsen ownership percentage increased from 24.%% to 29.4%. Mr. Mickelsen refused to participate in negotiating the SAMGA. On May 10, 2023, Mr. Mickelson filed a Motion for Summary Judgment in the original lawsuit against Growlife and the former CEO, seeking 100% of the damages claimed for breach of contract, and is no longer pursuing recission. Growlife’s filed an Opposition on June 9, 2023. Growlife expects to prevail against the Motion and to ultimately defeat the claims in the complaint. On November 5, 2021, the Company held its 2021 Annual Meeting of Stockholders, where stockholders approved an increase in the authorized shares of common stock (“Common Stock”) from 120,000,000 to 740,000,000 shares. As such, the Company filed a Certificate of Amendment of Certificate of Incorporation with the Secretary of State of the State of Delaware on November 8, 2021. As a result of the increase, the Company an aggregate 750,000,000 authorized shares consisting of: (i) 740,000,000 shares of common stock, par value $0.0001 per share, and (ii) 10,000,000 shares of preferred stock, par value $0.0001 per share. On October 7, 2022, FINRA (the Financial Industry Regulatory Authority) announced the Reverse Stock Split of 150-for-1 which was previously approved by the Company’s shareholders at the Company’s November 5, 2021 annual meeting of stockholders. All share and per share amounts have been adjusted in these condensed consolidated financial statements to reflect the effects of the reverse stock split.

GOING CONCERN

GOING CONCERN	12 Months Ended
	Dec. 31, 2022
GOING CONCERN
GOING CONCERN	NOTE 2 – GOING CONCERN The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company incurred net losses from continuing operations of $4,264,732 and $5,504,876 for the years ended December 31, 2022 and 2021, respectively. Net cash used in operating activities from continuing operations was $1,345,808 and $1,863,007 for the years ended December 31, 2022 and 2021, respectively. The Company anticipates that it will record losses from operations for the foreseeable future. As of December 31, 2022, the Company’s accumulated deficit was $164,796,915. The Company has limited capital resources, and operations to date have been funded with the proceeds from private equity and debt financings. These conditions raise substantial doubt about our ability to continue as a going concern. The Company believes that its cash on hand will be sufficient to fund our operations only until June 15, 2023. The Company needs additional financing to implement our business plan and to service our ongoing operations and pay our current debts. There can be no assurance that we will be able to secure any needed funding, or that if such funding is available, the terms or conditions would be acceptable to us. If we are unable to obtain additional financing when it is needed, we will need to restructure our operations, and divest all or a portion of our business. We may seek additional capital through a combination of private and public equity offerings, debt financings and strategic collaborations. Debt financing, if obtained, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, and could increase our expenses and require that our assets secure such debt. Equity financing, if obtained, could result in dilution to the Company’s then-existing stockholders and/or require such stockholders to waive certain rights and preferences. If such financing is not available on satisfactory terms, or is not available at all, the Company may be required to delay, scale back, eliminate the development of business opportunities and our operations and financial condition may be materially adversely affected.

SIGNIFICANT ACCOUNTING POLICIES

SIGNIFICANT ACCOUNTING POLICIES ADOPTION OF ACCOUNTING STANDARDS	12 Months Ended
	Dec. 31, 2022
SIGNIFICANT ACCOUNTING POLICIES ADOPTION OF ACCOUNTING STANDARDS
SIGNIFICANT ACCOUNTING POLICIES: ADOPTION OF ACCOUNTING STANDARDS	NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES: ADOPTION OF ACCOUNTING STANDARDS Basis of Presentation - Principles of Consolidation Discontinue Operations Cash and Cash Equivalents Fair Value Measurements and Financial Instruments Fair Value Measurement and Disclosures Level 1 – Quoted prices in active markets for identical assets and liabilities; Level 2 – Inputs other than level one inputs that are either directly or indirectly observable; and. Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement. The recorded value of other financial assets and liabilities, which consist primarily of cash and cash equivalents, accounts receivable, other current assets, and accounts payable and accrued expenses approximate the fair value of the respective assets and liabilities as of December 31, 2022 and 2021 are based upon the short-term nature of the assets and liabilities. The Company’s derivative financial instruments are considered Level 3 instruments. See Note 8. Derivative Financial Instruments – In August 2020, the FASB issued ASU No. 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). Stock Based Compensation Convertible Securities Net Loss Per Share - As of December 31, 2022, there are warrants for the purchase of 7,917,222 shares of common shares at a $0.053 average exercise price. In addition, we have an unknown number of common shares to be issued under the convertible notes financing agreements and warrants because the number of shares ultimately issued depends on the price at which the holder converts its debt to shares and exercises its warrants. The lower the conversion or exercise prices, the more shares that will be issued to the holder upon the conversion of debt to shares. The Company will not know the exact number of shares of stock issued to the holder until the debt is actually converted to equity. As of December 31, 2022, there were (i) no stock option grants outstanding; and (ii) warrants for the purchase of 7,917,222 shares of common shares at a $0.053 average exercise price. In addition, the Company has an unknown number of common shares to be issued under the various convertible debt financing agreements. Also, certain agreements will allow for conversion should the Company default on terms in the agreements. Dividend Policy Use of Estimates - Recent Accounting Pronouncements Based on the Company’s review of accounting standard updates issued , there have been no other newly issued or newly applicable accounting pronouncements that have had, or are expected to have, a significant impact on the Company’s consolidated financial statements.

BUSINESS COMBINATIONS ACQUISITI

BUSINESS COMBINATIONS ACQUISITION PAYABLE AND OTHER TRANSACTION	12 Months Ended
	Dec. 31, 2022
BUSINESS COMBINATIONS ACQUISITION PAYABLE AND OTHER TRANSACTION
BUSINESS COMBINATIONS, ACQUISITION PAYABLE AND OTHER TRANSACTION	NOTE 4 –BUSINESS COMBINATIONS, ACQUISITION PAYABLE AND DISCONTINUED OPERATIONS Acquisition and Disposition of EZ-CLONE Enterprises, Inc. On October 15, 2018, the Company closed the Purchase and Sale Agreement with EZ-CLONE Enterprises, Inc. (“EZ-CLONE”), a California corporation (the “Agreement”). The total purchase price was $4 million of which $1,500,000 is payable in cash and $2.5 million payable in stock. At closing, we paid 51% of this amount totaling $2,040,000 via a (i) a cash payment of $645,000; and (ii) the issuance of 715,385 restricted shares of our common stock valued $1,395,000. The Agreement called for the Company, upon delivery of the remaining 49% of EZ-Clone stock, to acquire such stock within one year for $1,960,000, payable as follows: (i) a cash payment of $855,000; and (ii) the issuance of Company’s common stock at a value of $1,105,000. On November 5, 2019, the Company amended the Agreement with one 24.5% shareholder of EZ-CLONE to extend the date to purchase the remaining 49% of stock of EZ-CLONE in exchange for a 20% extension fee (a total of $171,000 for the 49% or $85,500 for each 24.5% shareholder) of the $855,000 cash payable at the earlier of the closing of $2,000,000 in funding or nine months (July 2020). The Company did not close the purchase of the remaining 49% of stock of EZ-CLONE by the extended deadline. On September 15, 2020, the Company received notice that William Blackburn and Brad Mickelsen (“Plaintiffs”), minority shareholders of EZ-CLONE Enterprises, Inc., a majority owned subsidiary of the Company, filed a complaint against the Company in the Superior Court of California, County of Sacramento (“Complaint”) for claims related to breach under the Purchase and Sale Agreement dated October 15, 2018 between the Company and Plaintiffs. As of December 4, 2020, the Company’s officers were dismissed from the case. The Plaintiffs are seeking rescission of the Purchase and Sale Agreement, unspecified damages in excess of ten thousand dollars, and other equitable relief. See Note 17 for description of Legal Proceedings. The Company accounted for the acquisition in accordance with ASC 805, “Business Combinations”. ASC 805 defines the acquirer in a business combination as the entity that obtains control of one or more businesses in a business combination and establishes the acquisition date as the date that the acquirer achieves control. ASC 805 requires an acquirer to recognize the assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree at the acquisition date, measured at their fair values as of that date. For accounting purposes, from October 15, 2018 the Company consolidated EZ-Clone given their control and recorded its obligation to acquire the remaining interest in EZ-Clone. The Company considerd EZ-Clone to be 100% owned. At December 31, 2021 the Company has recorded $2,131,000 as a liability, $1,026,000 of which is due in cash and $1,105,000 is due in stock. Such amounts are included in the Current Liabilities of Discontinue Operations on the Balance Sheet at December 31, 2021. Settlement Agreement with EZ-CLONE Enterprises, Inc. On December 29, 2022, to avoid the costs, risks, and uncertainties inherent in litigation, the Company, EZ-CLONE and William Blackburn (collectively, the “EZ Parties”) entered into that certain Settlement Agreement and General Mutual Release (the “Settlement Agreement) whereby the Company and the EZ Parties agreed to settle, compromise, fully, and finally resolve all the disputes and potential disputes between them pursuant to the terms and conditions of the EZ Agreement. Among other things, the Company relinquished such number of shares such that the Company owns an aggregate number of EZ-CLONE shares less than 20% and in exchange EZ-CLONE assumed the obligations of the Company under the lease for the real property on which EZ-CLONE conducts its business. Both Parties agree that the terms of the Settlement Agreement are fair and equitable and that all such disputes, known or unknown, between them are forever discharged and extinguished. By agreement of the parties the Settlement Agreement is deemed performed and complete as of December 31, 2022. As a result of the Settlement agreement, the Company deconsolidated its investment in EZ-Clone, and recognized a gain on deconsolidation of $1.7 million. The gain on the deconsolidation was primarily the result of the derecognition of the $2.1 million owed in connection with the acquisition of EZ-CLONE. The Company now records its investment in EZ-CLONE using the cost method of accounting and has valued its minority interest at zero based on the projected operations in the foreseeable future and unlikely ability to liquidate the Company’s remaining investment interest. Summarized Discontinue Operations Financial Information The following table summarizes the major line items for the EZ-CLONE business that are included in the Consolidated Statements of Operations: For the Year Ended December 31, 2022 December 31, 2021 Net Revenue $ 1,638,540 $ 6,199,089 Cost of goods sold 797,683 3,405,655 Gross Profit 840,857 2,793,434 Operating expenses 2,872,472 2,876,566 (Loss) from operations (2,031,615 ) (83,132 ) Non-operating (income) expense 5,635 (137,927 ) Profit (loss) before income taxes (2,037,250 ) 54,795 Income taxes (106,000 ) 22,587 Net income (loss) $ (1,931,250 ) $ 32,208 The following table summarizes the major line items for the EZ-CLONE business that are included in the Consolidated Balance Sheet: Balance Sheet December 31, 2021 Current assets of discontinued operations: Cash $ 357,588 Accounts Receivable, net 366,789 Inventory, net 1,299,560 Deposits and advances 179,995 2,203,932 Non-current assets of discontinued operations Fixed assets, net 249,906 Right of use asset 407,166 Intangible assets and goodwill 1,240,751 1,897,823 Total Assets $ 4,101,755 Current liabilities of discontinued operations Accounts payable $ 316,436 Accrued liabilities 802,930 Notes payable 298,151 Liability for acquisition of EZ-Clone 2,131,000 3,548,517 Non-current liabilities of discontinued operations Deferred income taxes 106,000 Right of use liability 229,222 335,222 Total Liabilities $ 3,883,739 Net Assets $ 218,016

ACCOUNTS PAYABLE

ACCOUNTS PAYABLE	12 Months Ended
	Dec. 31, 2022
ACCOUNTS PAYABLE
ACCOUNTS PAYABLE	NOTE 5- ACCOUNTS PAYABLE Accounts payable were $850,619, and $829,909 as of December 31, 2022 and 2021, respectively. Such liabilities consisted of amounts due to vendors for audit, legal and other expenses incurred by the Company.

ACCRUED EXPENSES

ACCRUED EXPENSES	12 Months Ended
	Dec. 31, 2022
ACCRUED EXPENSES
ACCRUED EXPENSES	NOTE 6- ACCRUED EXPENSES Accrued expenses were $202,765 and $171,465 as of December 31, 2022 and 2021, respectively. Such liabilities consisted of amounts due to sales tax, payroll and restructuring expense liabilities.

NOTES PAYABLE

NOTES PAYABLE	12 Months Ended
	Dec. 31, 2022
NOTES PAYABLE
NOTES PAYABLE	NOTE 7 –NOTES PAYABLE Notes Payable as of December 31. 2022 consisted of the following: Interest Rate Principal Accrued Interest Discount Balance Government Assistance Notes Paycheck Protection Program 1% 362,500 10,117 372,617 Paycheck Protection Program 1% 337,050 6,585 343,635 $ 699,550 $ 16,702 $ 716,252 Promissory Notes Promissory notes 5% 127,500 4,847 132,347 Coventry Enterprises 11-9-22 10% 250,000 3,144 (140,795 ) 112,349 AJB Capital 12-29-22 10% 1,870,000 - (236,800 ) 1,633,200 $ 2,247,500 $ 7,991 $ (377,595 ) $ 1,877,896 Interest Rate Principal Accrued Interest Discount Balance Convertible Promissory Notes Silverback 2-12-21 10% $ 995,130 $ 117,520 $ - $ 1,112,650 Dublin Holdings 2-6-21 8% 491,643 1,080 - 492,723 Dublin Holdings 8-25-21 8% 335,000 38,616 - 373,616 Dublin Holdings 11-5-21 8% 225,000 21,899 - 246,899 1800 Diagonal 10-17-22 8% 88,000 622 (36,338 ) 52,284 1800 Diagonal 11-14-22 8% 60,500 1,458 (27,791 ) 34,167 Quick Capital 11-2-22 12% 95,556 1,898 (86,277 ) 11,177 $ 2,290,829 $ 183,093 $ (150,406 ) $ 2,323,516 Notes Payable as of December 31, 2021 consisted of the following: Interest Rate Principal Accrued Interest Balance Government Assistance Notes Economic Injury Disaster Loan (GLI) 3.75% 149,900 15,652 165,552 Paycheck Protection Program 1% 362,500 6,350 368,850 Paycheck Protection Program 1% 337,050 3,118 340,168 $ 849,450 $ 25,120 $ 874,570 Amortizing Promissory Note First Fire 12% 12,141 976 13,117 $ 12,141 $ 976 $ 13,117 Convertible Promissory Notes Silverback 2-12-21 10% $ 995,130 $ 212,169 $ 1,207,299 Dublin Holdings 2-6-21 8% 780,791 10,303 791,094 Dublin Holdings 8-25-21 8% 335,000 9,511 344,511 Dublin Holdings 11-5-21 8% 225,000 2,666 227,666 $ 2,335,921 $ 234,649 $ 2,570,570 Government Assistance Notes Payable On April 17, 2020, the Company received $362,500 under the Paycheck Protection Program of the U.S. Small Business Administration’s (SBA) 7(a) Loan Program pursuant to the Coronavirus, Aid, Relief and Economic Security Act (CARES Act), Pub. Law 116-136, 134 Stat. 281 (2020). The interest rate is one percent (1%). At December 31, 2022 and December 31, 2021, the Company recorded interest expense of $3,712 and $2,638, respectively. The loan was due April 2022. The Company is utilizing the funds in accordance with the legal requirements and expects this loan to be forgiven. On June 19, 2020, the Company received two loans totaling $149,900 under the Economic Injury Disaster Loan Program of the U.S. Small Business Administration’s 7(a) Loan Program pursuant to the Coronavirus, Aid, Relief and Economic Security Act (CARES Act), Pub. Law 116-136, 134 Stat. 281 (2020). Repayment terms on the loans are monthly principal and interest totaling approximately $1,392 over a 30-year term at 3.75%. In addition, the loan contains a 12-month payment deferral beginning on the loan date. There is no prepayment penalty on the EIDL loans. This loan plus accrued interest was forgiven on February 1, 2022. On February 3, 2021, the Company received $337,050 under the Paycheck Protection Program of the U.S. Small Business Administration’s (SBA) 7(a) Loan Program pursuant to the Coronavirus, Aid, Relief and Economic Security Act (CARES Act), Pub. Law 116-136, 134 Stat. 281 (2020). The interest rate is one percent (1%). At December 31, 2022, the Company recorded interest expense of $3,113 at 1%. The loan is due February 2023. The Company is utilizing the funds in accordance with the legal requirements and expects this loan to be forgiven. Promissory Notes Promissory Notes At December 31, 2022 the Company had outstanding unsecured borrowings from three individuals which total $127,500. The Notes carry an interest rate of five percent (5%) per annum. Coventry Enterprises LLC On November 9, 2022, the Company entered into the following agreements with Coventry Enterprises LLC: (i) Securities Purchase Agreement; and (ii) Promissory Note. The total amount of the Note is $250,000; the Note carries an aggregate original issue discount of $50,000. Additionally under the Securities Purchase Agreement the Company agreed to issue 200,000 shares of Common Stock and 1,800 shares of Preferred Stock which is convertible into 1,800,000 shares of Common Stock (the “Commitment Shares”) to the Investor as additional consideration for the Note. The Note carries an interest rate of ten percent (10%) per annum and matures on November 9, 2023. Upon default by the Company the interest rate increases to eighteen percent (18%). Upon default by the Company, the Note is convertible by Coventry into the Company’s common stock at ninety percent (90%) of the lowest trading price during the previous twenty trading days. The Note requires monthly payments of $39,286 commencing April 9, 2023 and ending November 9, 2023 AJB Capital Investments LLC On May 17, 2022, the Company entered into the following agreements with AJB Capital Investments LLC: (i) Securities Purchase Agreement; and (ii) Promissory Note; (iii) Common Stock Purchase Warrant; and (iv) Security Agreement. The total amount of the Note is $750,000; the Note carries an aggregate original issue discount of $75,000 and transaction expenses of $56,000. The Note carries an interest rate of ten percent (10%) per annum and matures on November 17, 2022. Should the Note be extended at that time the interest rate increases to fifteen percent (15%). Upon default by the Company, the Note is convertible by AJB Capital into the Company’s common stock at the lesser of the lowest trading price during the previous twenty trading days either (i) ending on the date of conversion of the Note or (ii) the date of the Note. In connection with executing the Note the Company issued 50,000 shares of its common stock as an initial commitment fee. Should the Note be extended, the Company was obligated to issue an additional 33,333 shares as an extension commitment fee. The Warrant agreement allows for AJB to purchase 6,000,000 shares at $0.05 per share and has a five-year term. The Company recorded an original issue discount of approximately $519,250 related to the original issue discount, shares issued and warrants. This Note was refinanced with AJB on December 29, 2022. On September 28, 2022, the Company entered into the following agreements with AJB Capital Investments LLC: (i) Securities Purchase Agreement; and (ii) Promissory Note; and (iii) Security Agreement. The total amount of the Note is $220,000; the Note carries an aggregate original issue discount of $20,000 and transaction expenses of $5,000. The Note carries an interest rate of ten percent (10%) per annum and was to mature on May 28, 2023. Should the Note be extended at that time the interest rate increases to fifteen percent (15%). Upon default by the Company, the Note is convertible by AJB Capital into the Company’s common stock at the lesser of the lowest trading price during the previous twenty trading days either (i) ending on the date of conversion of the Note or (ii) the date of the Note. In connection with executing the Note the Company issued 53,333 shares of its common stock as an initial commitment fee. Proceeds from the Note in the amount of $151,048 were used to pay off the outstanding balance due 1800 Diagonal. This Note was refinanced with AJB on December 29,2022. On December 29, 2022, the Company entered into the following agreements with AJB Capital Investments LLC: (i) Securities Purchase Agreement; and (ii) Promissory Note; and (iii) Security Agreement. The total amount of the Note is $1,870,000; the Note carries an aggregate original issue discount of $168,300 and transaction expenses of $30,000. The Note carries an interest rate of ten percent (10%) per annum and matures on June 29, 2024. Should the Note be extended at that time the interest rate increases to fifteen percent (15%). Upon default by the Company, the Note is convertible by AJB Capital into the Company’s common stock at the lesser of the lowest trading price during the previous twenty trading days either (i) ending on the date of conversion of the Note or on (ii) the date of the Note. In connection with executing the Note the Company issued 700,000 shares of its common stock as an initial commitment fee. $970,000 of this Note was used to replace the Notes dated May 17 and September 28, 2022. $580,000 of this Note was used to repurchase the 50,000 and 53,333 commitment shares issued in obtaining the May 17 and September 28, 2022 Notes per those Securities Purchase Agreements. Such repurchased shares were cancelled. The Company expensed the $580,000 as additional interest expense in recording this Note as debt issuance costs related the May and September AJB Note Agreements. The Note requires monthly payments as follows: (i) $15,583 from February through June 2023, (ii) $115,759 from July 2023 through January 2024, and (iii) $230,750 from February through June 2024. Convertible Promissory Notes Silverback Capital Corporation During 2020 Silverback Capital Corporation (“Silverback”) purchased from Iliad $993,855 of Iliad’s outstanding note balance with the Company. During the year ended December 31, 2021, Silverback Capital Corporation converted principal and accrued interest of $746,632 into 9,510,000 shares of our common stock at an average per share conversion price of $0.0757. The Company recognized $447,324 loss on Silverback debt conversions during the year ended December 31, 2021. During the three months ended March 31, 2021, Silverback purchased all of the remaining outstanding notes the Company had with Chicago Ventures, Iliad and Odyssey of $1,139,182. Silverback assumed the terms of the original notes. On March 16, 2021, the Company executed the following agreements with Silverback: (i) Securities Purchase Agreement; and (ii) Convertible Promissory Note for $165,000. The 10% Notes are convertible at the holder’s option into the Company’s common stock at 65% of the lower of $1.35 or the current fair market value of the stock. During the year ended December 31, 2022, Silverback converted principle and interest of $524,938 into 3,277,000 shares of our common stock at an average per share conversion price of $0.16. Bucktown Capital LLC/Dublin Holdings On February 26, 2021, the Company executed the following agreements with Bucktown Capital LLC (“Bucktown”): (i) Securities Purchase Agreement; (ii) Secured Convertible Promissory Note; and (iii) Security Agreement (collectively the “Bucktown Agreements”). The total amount of funding under the Bucktown Agreements is $3,088,000 as represented in the Secured Convertible Promissory Note (“Note”). The total purchase price for this Note is $2,850,000; the Note carries an aggregate original issue discount of $228,000 and a transaction expense amount of $10,000. The Note is comprised of two (2) tranches (each, a “Tranche”), consisting of (i) an initial Tranche in an amount equal to $928,000 and any interest, costs, fees or charges accrued thereon or added thereto under the terms of the Note and the Bucktown Agreements (the “Initial Tranche”), and (ii) an additional Tranche, which is exclusively dedicated for the purchase of the remaining equity interest in EZ-CLONE, in the amount of $2,160,000.00, plus any interest, costs, fees or charges accrued thereon or added thereto under the terms of the Note and the Bucktown Agreements (the “Subsequent Tranche”). The Initial Tranche shall correspond to $68,000 of the OID and the Transaction Expense Amount and may be converted into shares of Common Stock at any time after the Purchase Price Date. The Subsequent Tranche corresponds to the Investor Note and $160,000 of the aggregate OID. The Bucktown Agreement limits the shares to be held at any time not to exceed 9.9% of the Company’s outstanding shares. The Company agreed to reserve three times the number of shares based on the redemption value with a minimum of 23,340,000 shares of its common stock for issuance upon conversion of the Note, if that occurs in the future. If not converted sooner, the Note is due on or before February 26, 2022. The Note has an interest rate of eight percent (8%). The Note is convertible, at Bucktown’s option, into the Company’s common stock at $0.30 per share (“Lender Conversion Price”), subject to adjustment as provided for in the Note. However, in the event the Market Capitalization (as defined in the Note) falls below the Minimum Market Capitalization the Lender Conversion Price shall equal the lower of the Lender Conversion Price and the Market Price as of any applicable date of Conversion. On August 25, 2021, and on November 5, 2021, the Company entered into the following agreements with Bucktown: (i) Securities Purchase Agreements; (ii) Secured Convertible Promissory Notes; and (iii) Security Agreements. The total amount for these Notes is $560,000; the Note carries an aggregate original issue discount of $50,000 and a transaction expense amount of $10,000. The Notes have an interest rate of eight percent (8%). The Note is convertible, at Bucktown’s option, into the Company’s common stock at $0.10 per share (“Lender Conversion Price”), subject to adjustment as provided for in the Note. However, in the event the Market Capitalization (as defined in the Note) falls below the Minimum Market Capitalization the Lender Conversion Price shall equal the lower of the Lender Conversion Price and the Market Price as of any applicable date of Conversion. On June 30, 2022 Dublin Holdings assumed the three notes from Bucktown. The were no changes to any of the debt agreements. During the year ended December 31, 2022, Bucktown/Dublin converted principal of $347,500 into 1,609,466 shares of our common stock at a per share conversion price of $0.216. The Company’s obligation to pay the Notes, or any portion thereof, are secured by all the Company’s assets. 1800 Diagonal Lending LLC On October 17, 2022, and on November 11, 2022, the Company entered into the following agreements with 1800 Diagonal Lending LLC: (i) Securities Purchase Agreements; and (ii) Convertible Promissory Notes. The total amount for these Notes is $148,500; the Note carries an aggregate original issue discount of $13,500 and a transaction expense amount of $7,000. The Notes are due one year from the issuance date. The Notes have an interest rate of eight percent (8%). Upon default by the Company the interest rate increases to twenty-two percent (22%). After six months from the issue date, the Notes are convertible, at 1800 Diagonal’s option, into the Company’s common stock at seventy-five percent (75%) of the average of the lowest three days closing price over the prior fifteen trading days. Quick Capital LLC On November 2, 2022, the Company entered into the following agreements with Quick Capital LLC: (i) Note Purchase Agreement, (ii) Convertible Promissory Note, and (iii) Common Stock Purchase Warrant. The total amount for this Note is $95,555; the Note carries an aggregate original issue discount of $9,555. and a transaction expense amount of $11,000. Additionally under the Note Purchase Agreement the Company agreed to issue 100,000 shares of Common Stock (the “Commitment Shares”) to the Investor as additional consideration for the Note. The Note is due eight months from the issuance date. The Note has an interest rate of twelve percent (12%). Upon default by the Company the interest rate increases to twenty-four percent (24%). The Note is convertible, at Quick Capital’s option, into the Company’s common stock at the lower of $0.06 or seventy-five percent (75%) of the average of the lowest two days closing price over the prior fifteen trading days. Upon default by the Company the conversion price is adjusted to $0.03 per share. The Warrant agreement allows for Quick Capital to purchase 1,911,111 shares at $0.05 per share and has a five-year term.

DERIVATIVE LIABILITIES

DERIVATIVE LIABILITIES	12 Months Ended
	Dec. 31, 2022
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES	NOTE 8 – DERIVATIVE LIABILITIES The Convertible Notes payable include a conversion feature that pursuant ASC 815 “Derivatives and Hedging”, has been identified as an embedded derivative financial instrument and which the Company accounts for under the fair value method of accounting. In additions, certain warrants issued by the Company also meet the criteria that requires them to be accounted for as derivative liabilities. Certain convertible notes payable convert at a discount to the market price of common stock. In addition, for many of these notes the exercise price of the embedded conversion feature are adjustable based upon issuances of other securities with lower purchase price. As a result, management has deemed that these embedded conversion features meet the requirements to be accounted as derivatives. The debt is convertible at range of 75% to 50% of the fair value of the Company’s common stock requiring the conversion feature to be bifurcated from the host debt contract and accounting for separately as a derivative, resulting in periodic revaluations. The notes underlying the derivatives are short term in nature and generally converted to stock in less than one year. The derivative is valued at period end with the key inputs being current stock price and the conversion feature. There was a derivative liability of $2,336,892 and $1,698,272 as of December 31, 2022 and December 31, 2021, respectively. For the year ended December 31, 2022 and December 31, 2021, the Company recorded non-cash expense of $997,845 and $973,101, respectively, related to the “change in fair value of derivative” expense related to the convertible note financing. Derivative liabilities for the year ended was as follows: For the Year Ended December 31, 2022 December 31, 2021 Balance, Beginning of Year $ 1,698,272 $ 1,101,436 Additions 687,020 1,402,519 Conversions (1,046,245 ) (1,778,784 ) Change in fair value 1,347,845 973,101 Balance, End of Year $ 2,686,892 $ 1,698,272

RELATED PARTY TRANSACTIONS AND

RELATED PARTY TRANSACTIONS AND CERTAIN RELATIONSHIPS	12 Months Ended
	Dec. 31, 2022
RELATED PARTY TRANSACTIONS AND CERTAIN RELATIONSHIPS
RELATED PARTY TRANSACTIONS AND CERTAIN RELATIONSHIPS	NOTE 9 – RELATED PARTY TRANSACTIONS AND CERTAIN RELATIONSHIPS Since January 1, 2019, the Company engaged in the following reportable transactions with our directors, executive officers, holders of more than 5% of our voting securities, and affiliates or immediately family members of our directors, executive officers and holders of more than 5% of our voting securities. Transaction with Thom Kozik Mr. Kozik was appointed as a director on October 5, 2017. On April 16, 2020, the Company issued 20,000 shares of the Company’s common stock to Mr. Kozik valued at $0.295 per share or $5,900. On December 31, 2021, and January 1, 2023 the Company issued 8,000 and 500,000 shares, respectively, of the Company’s common stock to Mr. Kozik valued at $3.00 and $0.05 per share or $24,000 and $25,000, respectively. These issues were an award for independent director services. Mr. Kozik resigned his position on the board effective December 31, 2022.

EQUITY

EQUITY	12 Months Ended
	Dec. 31, 2022
EQUITY
EQUITY	NOTE 10 – EQUITY Authorized Capital Stock On November 5, 2021, the Company held its 2021 Annual Meeting of Stockholders, where stockholders approved an increase in the authorized shares of common stock (“Common Stock”) from 120,000,000 to 740,000,000 shares. As such, the Company filed a Certificate of Amendment of Certificate of Incorporation with the Secretary of State of the State of Delaware on November 8, 2021. As a result of the increase, the Company an aggregate 750,000,000 authorized shares consisting of: (i) 740,000,000 shares of common stock, par value $0.0001 per share, and (ii) 10,000,000 shares of preferred stock, par value $0.0001 per share. On October 9, 2019, the Company approved the reduction of authorized capital stock, whereby the total number of the Company’s authorized common stock decreased from 6,000,000,000 by a ratio of 1 for 50, to 120,000,000 shares. On November 20, 2019, the Company filed a Certificate of Amendment of Certificate of Incorporation with the Secretary of State of the State of Delaware. The reverse stock split of 1 for 150 was effective at the open of business on November 27, 2019 whereupon the shares of the Company’s common stock began trading on a split-adjusted basis. Our CUSIP number will change to 39985X203. On October 7, 2022, FINRA (the Financial Industry Regulatory Authority) announced the Reverse Stock Split of 150-for-1 of the Company’s common stock. Preferred Stock Under the terms of our articles of incorporation, our board of directors is authorized to issue shares of non-voting preferred stock in one or more series without stockholder approval. Our board of directors has the discretion to determine the rights, preferences, privileges and restrictions, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of non-voting preferred stock. The purpose of authorizing our board of directors to issue non-voting preferred stock and determine our rights and preferences is to eliminate delays associated with a stockholder vote on specific issuances. The issuance of non-voting preferred stock, while providing flexibility in connection with possible acquisitions, future financings and other corporate purposes, could have the effect of making it more difficult for a third party to acquire or could discourage a third party from seeking to acquire, a majority of our outstanding voting stock. Other than the Series B and C Preferred Stock discussed below, there are no shares of preferred stock presently outstanding, and we have no present plans to issue any shares of preferred stock. As of December 31, 2022, the Company had issued and outstanding 1,800 shares of Series A preferred stock. Such shares were issued as a portion of a commitment fee to obtain financing and are convertible into 1,800,000 shares of common stock. Capital Stock Issued and Outstanding As of December 31, 2022, the Company had issued and outstanding securities of 7,083,255 shares of common stock. Voting Common Stock Holders of the Company’s common stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders and do not have cumulative voting rights. An election of directors by our stockholders shall be determined by a plurality of the votes cast by the stockholders entitled to vote on the election. On all other matters, the affirmative vote of the holders of a majority of the stock present in person or represented by proxy and entitled to vote is required for approval, unless otherwise provided in our articles of incorporation, bylaws or applicable law. Holders of common stock are entitled to receive proportionately any dividends as may be declared by our board of directors, subject to any preferential dividend rights of outstanding preferred stock. In the event of our liquidation or dissolution, the holders of common stock are entitled to receive proportionately all assets available for distribution to stockholders after the payment of all debts and other liabilities and subject to the prior rights of any outstanding preferred stock. Holders of common stock have no preemptive, subscription, redemption or conversion rights. The rights, preferences and privileges of holders of common stock are subject to and may be adversely affected by the rights of the holders of shares of any series of preferred stock that we may designate and issue in the future. Unless otherwise indicated, all of the following sales or issuances of Company securities were conducted under the exemption from registration as provided under Section 4(2) of the Securities Act of 1933 (and also qualified for exemption under 4(5), formerly 4(6) of the Securities Act of 1933, except as noted below). All of the shares issued were issued in transactions not involving a public offering, are considered to be restricted stock as defined in Rule 144 promulgated under the Securities Act of 1933 and stock certificates issued with respect thereto bear legends to that effect. The Company has compensated consultants and service providers with restricted common stock during the development of our business and when our capital resources were not adequate to provide payment in cash. During the year ended December 31, 2022, the Company had the following issuances of unregistered equity securities to accredited investors unless otherwise indicated: Debt of $1,072,488 was converted into 5,560,082, shares of our common stock at an average per share conversion price of $0.21. The Company issued 1,000,000 shares, net, of the Company’s common stock as commitment fees associated with various debt agreements at an average per share price of $0.058. During the year ended December 31, 2021, the Company had the following issuances of unregistered equity securities to accredited investors unless otherwise indicated: Debt of $2,927,596 was converted into 340,285 shares of our common stock at an average per share conversion price of $8.60. Liability settlements of $2,442,500 was converted into 95,000 shares of our common stock at an average per share conversion price of $25.711. The Company issued 5,425 shares of the Company’s common stock in a cashless exercise of warrants. The Company issued 8,000 shares of the Company’s common stock to Thom Kozik, valued at $3.00 per share or $24,000. This issuance was an annual award for independent director services. Warrants The Company had the following warrant activity during the year ended December 31, 2022: In April, 2022 in connection with promissory notes the Company issued common stock purchase warrants for the purchase of 6,444 shares of the Company’s common stock. The exercise price is $4.50 per share and is exercisable for a term of five years. The number of warrants and exercise price is after adjustment for the reverse split on October 7, 2022. On May 18, 2022 the Company issued a common stock purchase warrant to AJB Capital for the purchase of 6,000,000 shares of the Company’s common stock. The exercise price is $0.05 per share and is exercisable for a term of five years. The warrant purchase agreement protected AJB Capital from the impact of any reverse split but afforded them the benefit of any stock split. On November 2, 2022 the Company issued a common stock purchase warrant to Quick Capital for the purchase of 1,911,111 shares of the Company’s common stock. The exercise price is $0.05 per share and is exercisable for a term of five years. As the exercise price of the warrants issued to AJB Capital and Quick Capital are adjustable based upon based upon the issuance of other securities with lower purchase prices, management has deemed these warrants should be accounted for as a derivative. See Note 8 for further information on derivative liabilities. The Company had the following warrant activity during the year ended December 31, 2021: On December 31, 2021, the Company entered into Amendment No. 3 to the Self-Amortization Promissory Note (“Amendment No. 3”) as originally issued by the Company to Labrys on August 31, 2020 (the “Note”), Pursuant to Amendment No. 3 the Company issued a common stock purchase warrant for the purchase of 1,033,057 shares of the Company’s common stock (the “Warrant”) to the Holder on December 31, 2021. The exercise price is $0.121 or $125,000. The three year warrant expires on December 31, 2023. The Company issued 154 shares of common stock related to the exercise of warrants for $485, or $3.151 per share. On April 5, 2021, the Company finalized a joint Warrant Settlement Agreement dated March 31, 2021 with St. George and Iliad to settle a dispute regarding prior financings. The Company agreed to issue St. George 11,750,000 shares of the Company’s common stock to cancel a warrant related to a February 9, 2018 subscription agreement. The Company agreed to issue Iliad 2,500,000 shares of the Company’s common stock to cancel a warrant related to a October 15, 2018 securities Purchase agreement. We recorded a loss on debt settlement of $2,423,000 for the year ended December 31, 2021 and accrued the liability as of December 31, 2021.

STOCK OPTIONS

STOCK OPTIONS	12 Months Ended
	Dec. 31, 2022
STOCK OPTIONS
STOCK OPTIONS	NOTE 11– STOCK OPTIONS Description of Stock Option Plan On November 5, 2021, at our annual shareholder meeting the Second Amended and Restated 2017 Stock Incentive Plan was adopted to increase the shares issuable under the plan from 1,333,333 to 75,000,000 shares. All terms of the Plan shall remain the same with the exception of the amount of shares reserved for issuance under the Plan. We have 75,000,000 shares available for issuance under the Second Amended and Restated 2017 Stock Incentive Plan. The Company had no outstanding stock options as of December 31, 2022; and, had outstanding unexercised stock option grants totaling 506,667 shares at an average exercise price of $1.496 per share as of December 31, 2021, all of which were forfeited in 2021. The Company filed registration statements on Form S-8 to register 1,333,333 shares of our common stock related to the 2017 Stock Incentive Plan and First Amended and Restated 2017 Stock Incentive Plan. Determining Fair Value under ASC 718 The Company records compensation expense associated with stock options and other equity-based compensation using the Black-Scholes-Merton option valuation model for estimating fair value of stock options granted under our plan. The Company amortizes the fair value of stock options on a ratable basis over the requisite service periods, which are generally the vesting periods. The expected life of awards granted represents the period of time that they are expected to be outstanding. The Company estimates the volatility of our common stock based on the historical volatility of its own common stock over the most recent period corresponding with the estimated expected life of the award. The Company bases the risk-free interest rate used in the Black Scholes-Merton option valuation model on the implied yield currently available on U.S. Treasury zero-coupon issues with an equivalent remaining term equal to the expected life of the award. The Company has not paid any cash dividends on our common stock and does not anticipate paying any cash dividends in the foreseeable future. Consequently, the Company uses an expected dividend yield of zero in the Black-Scholes-Merton option valuation model and adjusts share-based compensation for changes to the estimate of expected equity award forfeitures based on actual forfeiture experience. The effect of adjusting the forfeiture rate is recognized in the period the forfeiture estimate is changed. Stock Option Activity During the year ended December 31, 2021, the Company had the following stock option activity: Stock option grants for 506,667 and 43,333 shares of common stock were forfeited in the year ended December 31, 2022 and December 31, 2021, respectively. No options to purchase common shares were exercised during either year. As of December 31, 2022, and December 31, 2021, there are zero and 506,667, respectively, options to purchase common stock at an average exercise price of $219.00 per share outstanding under the 2017 Amended and Restated Stock Incentive Plan.

COMMITMENTS CONTINGENCIES AND L

COMMITMENTS CONTINGENCIES AND LEGAL PROCEEDINGS	12 Months Ended
	Dec. 31, 2022
COMMITMENTS CONTINGENCIES AND LEGAL PROCEEDINGS
COMMITMENTS, CONTINGENCIES AND LEGAL PROCEEDINGS	NOTE 12 – COMMITMENTS, CONTINGENCIES AND LEGAL PROCEEDINGS Legal Proceedings From time to time, the Company may become subject to various legal proceedings that are incidental to the ordinary conduct of the Company’s business. Although we cannot accurately predict the amount of any liability that may ultimately arise with respect to any of these matters, it makes provision for potential liabilities when it deems them probable and reasonably estimable. These provisions are based on current information and may be adjusted from time to time according to developments. As of September 30, 2019, the Company closed retail stores in Portland, Maine, Encino, California and Calgary, Canada. The Company has recorded restructuring reserves related to the store closures. The Company cannot determine the outcome of these proceedings. On April 23, 2021, the Company was notified that it was in default on its notes held by Silverback Capital Corporation. The reason for the default was the Company’s inability to provide the reserve share requirement as specified in the notes. The penalty for the reserve share default was an increase in the outstanding note balances by 15%, an increase in the conversion discount by 5%, and a default interest rate on the outstanding note balances of 22%. The company recorded such amounts as debt extinguishment and as all amount were considered due on demand, such amount was expensed. As a result of the reserve share default, on May 7, 2021, Silverback demanded immediate payment in full of all their notes. On May 10, 2021, when Silverback had not been paid in full, Silverback presented another default notice for lack of payment. The penalty for the non-payment default was an increase in the outstanding note balances by another 15%, an additional increase in the conversion discount by 5%, and a default interest rate on the outstanding note balances of 22%. The company recorded such amount as debt extinguishment and as all amounts were considered due in demand, such amount was immediately expensed. Employment Agreements Employment Agreement with Dave Dohrmann On June 30, 2022 the Board of Directors approved an Employment Agreement with Dave Dohrmann pursuant to which we engaged Mr. Dohrmann as its Chief Executive Officer for a period of five years and a member of the Board of Directors. Mr. Dohrmann’s annual compensation is $250,000. Mr. Dohrmann is also entitled to receive an annual bonus equal to five percent (5%) of the Company’s EBITDA for that year commencing in 2023. The annual bonus shall be paid no later than 31 days following the completion of the annual audit of each calendar year. Mr. Dohrmann is entitled to participate in all group employment benefits that are offered by us to its senior executives and management employees from time to time, subject to the terms and conditions of such benefit plans, including any eligibility requirements. If we terminate Mr. Dohrmann’s employment at any time prior to the expiration of the Term without Cause, as defined in the Employment Agreement, or if Mr. Dohrmann terminates his employment at any time for “Good Reason” or due to a “Disability”, Mr. Dohrmann will be entitled to receive (i) his Base Salary amount through the end of the Term; and (ii) his Annual Bonus amount for each year during the remainder of the Term.

INCOME TAXES

INCOME TAXES	12 Months Ended
	Dec. 31, 2022
INCOME TAXES
INCOME TAXES	NOTE 13 – INCOME TAXES The Company has incurred losses since inception, which have generated net operating loss carryforwards. The net operating loss carryforwards arise solely from United States sources. The Company has net operating loss carryforwards of approximately $25.8 million of which $14.1 million related to years prior to 2018 which expire in 2022 through 2038. Because it is more likely than not that sufficient tax earnings will be generated to utilize the net operating loss carryforwards, the deferred tax asset related to the net operating loss carryforwards has a corresponding 100% valuation allowance. Additionally, under the Tax Reform Act of 1986, the amounts of, and benefits from, net operating losses may be limited in certain circumstances, including a change in control. Section 382 of the Internal Revenue Code generally imposes an annual limitation on the amount of net operating loss carryforwards that may be used to offset taxable income when a corporation has undergone significant changes in its stock ownership. There can be no assurance that the Company will be able to utilize any net operating loss carryforwards in the future. The Company is subject to possible tax examination for the years 2014 through 2021.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
	Dec. 31, 2022
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 14– SUBSEQUENT EVENTS The Company evaluates subsequent events, for the purpose of adjustment or disclosure, up through the date the financial statements are available. These were the material events after December 31, 2022: Asset Purchase Agreement On June 2, 2022, GrowLife, Inc., a Delaware corporation (“Company” or “Purchaser”) entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Bridgetown Mushrooms, LLC, an Oregon limited liability company (“Seller”) and Trevor Huebert (“Executive”), pursuant to which the Company would purchase and assume, certain assets, properties, rights and interests relating to the Seller’s business (“Assets”) which is the processing, marketing, storing, selling and distributing fresh and dried mushroom products (“Business”). On November 14, 2022, the parties executed the First Amendment to Asset Purchase Agreement (“First Amendment”), pursuant to which the parties amended the purchase price structure among other things. On January 6, 2023, the Company, Seller, and Executive consummated and closed the acquisition and acquired the Assets related to the Business (the “Closing Date”) for cash consideration and additional consideration. On January 11, 2023, the Company and Seller entered into certain post-closing amendments including a Second Amendment to Asset Purchase Agreement (“Second Amendment”), further revising the purchase price structure and assumption of cert Seller debt obligations, a Pledge and Security Agreement (“Pledge Agreement”), and an Amended and Restated Promissory Note (“Note”). The cash consideration, paid prior to the Closing Date, was in the aggregate amount of $157,000, the additional consideration consists of: (i) $43,000 in the form of cancellation and forgiveness of the indebtedness owed to Purchaser by Seller under a secured promissory note dated May 19, 2022 (the “Prior Loan”); (ii) $138,546 in the form of promissory note, which shall be payable in installments of (1) $38,546 on January 31, 2023, (2) $50,000 on February 28, 2023, and (3) $50,000 on March 31, 2023; (iii) $340,000 in the form of shares of restricted shares of the common stock, which calculated as of the Closing Date was equal to an aggregate of 5,923,345 (the “Stock Consideration”), to be issued and distributed pursuant to the terms and conditions of the Asset Purchase Agreement, and (iv) the assumption of $161,546 of debt which is secured by the assets of the Seller. The assets acquired from Seller and Executive included tangible assets, intellectual property, registrations and approvals, inventory, data, records, and certain other assets. The Asset Purchase Agreement contains customary representations and warranties and covenants by each party. Both parties are obligated, subject to certain limitations, to indemnify the other under the Asset Purchase Agreement for certain customary and other specified matters, including breaches of representations and warranties, breaches of covenants and for certain liabilities and third-party claims. Securities Purchase Agreement and Convertible Promissory Note On January 11, 2023, Growlife, Inc. a Delaware corporation (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with 1800 Diagonal Lending LLC, a Virginia limited liability company (the “Investor”), pursuant to which the Company sold 1800 Diagonal a promissory note in the principal amount of $88,200 (the “Note”). The Note carries a one-time interest charge of twelve percent (12%) (the “Interest Rate”) which was applied on the issuance date to the principal (22% upon the occurrence of an event of default) and has a maturity date of January 11, 2024. The Note included an original issue discount of $9,450 and transaction expenses of $3,750 and was purchased for an aggregate of $75,000. The Note was funded by the Investor on January 13, 2023. The Note requires that the Company make monthly payments for accrued interest and outstanding principal, which shall be paid in ten (10) payments each in the amount of $9,878.40 (a total payback to the Holder of $98,784.00). The first payment shall be due March 1, 2023, with nine (9) subsequent payments each month thereafter. The Company shall have a five (5) day grace period with respect to each payment. The Company has right to accelerate payments or prepay in full at any time with no prepayment penalty. The Investor may in its option, at any time following an Event of Default, as defined in the Note, convert all or any part of the outstanding and unpaid amount of this Note into fully paid and non-assessable shares of Common Stock at a conversion price per share equal to 75% of the lowest daily volume weighted average price (“VWAP”) of our common stock during the 10 trading days prior to the date of conversion. Additionally, the Company agreed to reserve five times the number of shares of our common stock which may always be issuable upon conversion of the Note. Securities Purchase Agreement and Convertible Promissory Note On February 1, 2023 (the “Issue Date”), Growlife, Inc. a Delaware corporation (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Fourth Man LLC, a Nevada limited liability company (the “Investor”), pursuant to which the Company sold Investor a convertible Promissory Note (the “Note”) in the principal aggregate amount of $125,000.00, which carries an original issue discount in the amount of $21,250.00, plus $10,762.50 in transaction fees accordingly the Company received proceeds of $92,987.50 of the purchase price. The Purchase Agreement and the Note require the Company to pay interest on the unpaid Principal Amount at the rate of ten percent (10%) (the “Interest Rate”) per annum (with the understanding that the first twelve months of interest (equal to $12,500.00) shall be guaranteed and earned in full as of the Issue Date). The Note is due and payable, in full, as of the maturity date, which is twelve (12) months from the Issue Date. The Note may not be prepaid or repaid in whole or in part and the Investor has the right, at any time on or following the Issue Date, to convert all or any portion of the outstanding and unpaid Principal Amount and interest into fully paid and non-assessable shares of the Company’s common stock. The per share conversion price into which Principal Amount and interest under the Note is $0.035 per share, subject to adjustment as provided in the Note. Additionally, the Note may not be converted into shares of our common stock if such conversion would result in the Investor, or its affiliates owning an aggregate of more than 4.99% of the then outstanding shares of our common stock. Warrants In addition to the Note, the Company issued the Investor Common Stock Purchase Warrants granting the Investor the right to purchase up to 625,000 shares of common stock of the Company at an exercise price of $0.08 per share for a period of Five (5) years. Additionally, the Investor has the right to exercise the Warrants on a cashless basis if the trade price of a share of common stock of the Company exceeds the exercise price. If the Company issues shares or any securities convertible into shares at an effective price per share lower than the exercise price of the Warrants, the exercise price of the Warrants shall be reduced to such lower price, subject to customary exceptions. The Investor may not exercise the Warrants if such exercise would result in the Investor, together with any affiliates, beneficially owning in excess of 4.9% of the Company’s outstanding common stock immediately after giving effect to such exercise. Securities Purchase Agreement and Convertible Promissory Note On March 21, 2023 (the “Issue Date”), Growlife, Inc. a Delaware corporation (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Fourth Man LLC, a Nevada limited liability company (the “Investor”), pursuant to which the Company sold Investor a Convertible Promissory Note (the “Note”) in the principal aggregate amount of $125,000.00, which carries an original issue discount in the amount of $21,250, and $10,762 of transactions costs accordingly the Company received $92,987 of the purchase price. Additionally under the Purchase Agreement the Company agreed to issue 3,125,000 shares of Common Stock (the “Commitment Shares”) to the Investor as additional consideration for the purchase of the Note, which shall be earned in full as of the Closing Date, March 23, 2023. The Purchase Agreement and Note require the Company to pay interest on the unpaid Principal Amount at the rate of ten percent (10%) (the “Interest Rate”) per annum (with the understanding that the first twelve months of interest (equal to $12,500.00) shall be guaranteed and earned in full as of the Issue Date). The Note is due and payable, in full, as of the maturity date, which is twelve (12) months from the Issue Date. Upon default, the Note provides the debt may be converted into shares of the Company. The Conversion Price is $0.01 per share, subject to adjustment as provided for in the Note. Conversions are subject to adjustment for any stock dividend, stock split, stock combination, rights offerings, reclassification, or similar transaction that proportionately decreases or increases the common stock. Additionally and in connection with the issuance of the Note, the Company issued the Commitment Shares (as defined in the Purchase Agreement) to Investor as a commitment fee, provided, however, that 2,125,000 of the Commitment Shares (subject to equitable adjustments resulting any stock dividend, stock split, stock combination, rights offerings, reclassification, or similar transaction that proportionately decreases or increases the Common Stock) may be cancelled and extinguished if the Note is fully repaid and satisfied on or prior to June 21, 2023. Securities Purchase Agreement and Convertible Promissory Note On March 24, 2023, Growlife, Inc. a Delaware corporation (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with 1800 Diagonal Lending LLC, a Virginia limited liability company (the “Investor”), pursuant to which the Company sold 1800 Diagonal a promissory note in the principal amount of $54,725 (the “Note”). The Note carries an interest charge of eight percent (8%) (the “Interest Rate”) which was applied on the issuance date to the principal (22% upon the occurrence of an event of default) and has a maturity date of March 24, 2024. The Note included an original issue discount of $9,725 and transaction expenses of $4,250 and was purchased for an aggregate of $40,750. The Note was funded by the Investor on March 28, 2023. The Investor may in its option, at any time following an Event of Default, as defined in the Note, convert all or any part of the outstanding and unpaid amount of this Note into fully paid and non-assessable shares of Common Stock at a conversion price per share equal to 75% of the average of the three lowest closing prices of our common stock during the 15 trading days prior to the date of conversion. Additionally, the Company agreed to reserve five times the number of shares of our common stock which may always be issuable upon conversion of the Note. Securities Purchase Agreement and Convertible Promissory Note On March 28, 2023, Growlife, Inc. a Delaware corporation (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with One44 Capital, LLC, a Nevada limited liability company (the “Investor”), pursuant to which the Company sold One44 Capital a promissory note in the principal amount of $150,000 (the “Note”). The Note carries an interest rate of ten percent (10%) (the “Interest Rate”) (24% upon the occurrence of an event of default) and has a maturity date of March 28, 2024. The Note included an original issue discount of $15,000 and transaction expenses of $6,750 and was purchased for an aggregate of $40,750. The Note was funded by the Investor on March 28, 2023. The Investor may in its option, at any time following six months from the issuance date convert all or any part of the outstanding and unpaid amount of this Note into fully paid and non-assessable shares of Common Stock at a conversion price per share equal to 60% of the lowest closing prices of our common stock during the 20 trading days prior to the date of conversion. Additionally, the Company agreed to reserve 19,230,700 shares of our common stock which may always be issuable upon conversion of the Note. Debt Conversions On January 12, January 23, March 1, and April 24, 2023, Silverback Capital Corporation converted principal of $129,492 into 5,695,000 shares of the Company’s common stock at an average per share conversion price of $0.0227. On March 24, 2023, Dublin Holdings converted principal of $55,000 into 1,948,627 shares of the Company’s common stock at a per share conversion price of $0.0282. On January 1, 2023, the Company converted $116,890 of principal and accrued interest of Notes into 2,922,257 shares of the Company’s common stock at a per share conversion price of $0.04.

SIGNIFICANT ACCOUNTING POLICI_2

SIGNIFICANT ACCOUNTING POLICIES ADOPTION OF ACCOUNTING STANDARDS (Policies)	12 Months Ended
	Dec. 31, 2022
SIGNIFICANT ACCOUNTING POLICIES ADOPTION OF ACCOUNTING STANDARDS
Basis of Presentation	Basis of Presentation -
Principles of Consolidation	Principles of Consolidation
Discontinue Operations	Discontinue Operations
Cash and Cash Equivalents	Cash and Cash Equivalents
Fair Value Measurements and Financial Instruments	Fair Value Measurements and Financial Instruments Fair Value Measurement and Disclosures Level 1 – Quoted prices in active markets for identical assets and liabilities; Level 2 – Inputs other than level one inputs that are either directly or indirectly observable; and. Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement. The recorded value of other financial assets and liabilities, which consist primarily of cash and cash equivalents, accounts receivable, other current assets, and accounts payable and accrued expenses approximate the fair value of the respective assets and liabilities as of December 31, 2022 and 2021 are based upon the short-term nature of the assets and liabilities. The Company’s derivative financial instruments are considered Level 3 instruments. See Note 8.
Derivative Financial Instruments	Derivative Financial Instruments – In August 2020, the FASB issued ASU No. 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).
Stock Based Compensation	Stock Based Compensation
Convertible Securities	Convertible Securities
Net Loss Per Share	Net Loss Per Share - As of December 31, 2022, there are warrants for the purchase of 7,917,222 shares of common shares at a $0.053 average exercise price. In addition, we have an unknown number of common shares to be issued under the convertible notes financing agreements and warrants because the number of shares ultimately issued depends on the price at which the holder converts its debt to shares and exercises its warrants. The lower the conversion or exercise prices, the more shares that will be issued to the holder upon the conversion of debt to shares. The Company will not know the exact number of shares of stock issued to the holder until the debt is actually converted to equity. As of December 31, 2022, there were (i) no stock option grants outstanding; and (ii) warrants for the purchase of 7,917,222 shares of common shares at a $0.053 average exercise price. In addition, the Company has an unknown number of common shares to be issued under the various convertible debt financing agreements. Also, certain agreements will allow for conversion should the Company default on terms in the agreements.
Dividend Policy	Dividend Policy
Use of Estimates	Use of Estimates -
Recent Accounting Pronouncements	Based on the Company’s review of accounting standard updates issued , there have been no other newly issued or newly applicable accounting pronouncements that have had, or are expected to have, a significant impact on the Company’s consolidated financial statements.

BUSINESS COMBINATIONS, ACQUISIT

BUSINESS COMBINATIONS, ACQUISITION PAYABLE AND DISCONTINUED OPERATIONS (Tables)	12 Months Ended
	Dec. 31, 2022
DESCRIPTION OF BUSINESS AND ORGANIZATION
Schedule of Summarized Consolidated Statements of Operations	For the Year Ended December 31, 2022 December 31, 2021 Net Revenue $ 1,638,540 $ 6,199,089 Cost of goods sold 797,683 3,405,655 Gross Profit 840,857 2,793,434 Operating expenses 2,872,472 2,876,566 (Loss) from operations (2,031,615 ) (83,132 ) Non-operating (income) expense 5,635 (137,927 ) Profit (loss) before income taxes (2,037,250 ) 54,795 Income taxes (106,000 ) 22,587 Net income (loss) $ (1,931,250 ) $ 32,208
Schedule of Summarized Consolidated Balance Sheet	Balance Sheet December 31, 2021 Current assets of discontinued operations: Cash $ 357,588 Accounts Receivable, net 366,789 Inventory, net 1,299,560 Deposits and advances 179,995 2,203,932 Non-current assets of discontinued operations Fixed assets, net 249,906 Right of use asset 407,166 Intangible assets and goodwill 1,240,751 1,897,823 Total Assets $ 4,101,755 Current liabilities of discontinued operations Accounts payable $ 316,436 Accrued liabilities 802,930 Notes payable 298,151 Liability for acquisition of EZ-Clone 2,131,000 3,548,517 Non-current liabilities of discontinued operations Deferred income taxes 106,000 Right of use liability 229,222 335,222 Total Liabilities $ 3,883,739 Net Assets $ 218,016

NOTES PAYABLE (Tables)

NOTES PAYABLE (Tables)	12 Months Ended
	Dec. 31, 2022
NOTES PAYABLE
Schedule of Notes Payable as of December 31. 2022	Interest Rate Principal Accrued Interest Discount Balance Government Assistance Notes Paycheck Protection Program 1% 362,500 10,117 372,617 Paycheck Protection Program 1% 337,050 6,585 343,635 $ 699,550 $ 16,702 $ 716,252 Promissory Notes Promissory notes 5% 127,500 4,847 132,347 Coventry Enterprises 11-9-22 10% 250,000 3,144 (140,795 ) 112,349 AJB Capital 12-29-22 10% 1,870,000 - (236,800 ) 1,633,200 $ 2,247,500 $ 7,991 $ (377,595 ) $ 1,877,896 Interest Rate Principal Accrued Interest Discount Balance Convertible Promissory Notes Silverback 2-12-21 10% $ 995,130 $ 117,520 $ - $ 1,112,650 Dublin Holdings 2-6-21 8% 491,643 1,080 - 492,723 Dublin Holdings 8-25-21 8% 335,000 38,616 - 373,616 Dublin Holdings 11-5-21 8% 225,000 21,899 - 246,899 1800 Diagonal 10-17-22 8% 88,000 622 (36,338 ) 52,284 1800 Diagonal 11-14-22 8% 60,500 1,458 (27,791 ) 34,167 Quick Capital 11-2-22 12% 95,556 1,898 (86,277 ) 11,177 $ 2,290,829 $ 183,093 $ (150,406 ) $ 2,323,516
Schedule of Notes Payable as of December 31, 2021	Interest Rate Principal Accrued Interest Balance Government Assistance Notes Economic Injury Disaster Loan (GLI) 3.75% 149,900 15,652 165,552 Paycheck Protection Program 1% 362,500 6,350 368,850 Paycheck Protection Program 1% 337,050 3,118 340,168 $ 849,450 $ 25,120 $ 874,570 Amortizing Promissory Note First Fire 12% 12,141 976 13,117 $ 12,141 $ 976 $ 13,117 Convertible Promissory Notes Silverback 2-12-21 10% $ 995,130 $ 212,169 $ 1,207,299 Dublin Holdings 2-6-21 8% 780,791 10,303 791,094 Dublin Holdings 8-25-21 8% 335,000 9,511 344,511 Dublin Holdings 11-5-21 8% 225,000 2,666 227,666 $ 2,335,921 $ 234,649 $ 2,570,570

DERIVATIVE LIABILITY (Tables)

DERIVATIVE LIABILITY (Tables)	12 Months Ended
	Dec. 31, 2022
DERIVATIVE LIABILITY (Tables)
Schedule of Derivative liabilities	For the Year Ended December 31, 2022 December 31, 2021 Balance, Beginning of Year $ 1,698,272 $ 1,101,436 Additions 687,020 1,402,519 Conversions (1,046,245 ) (1,778,784 ) Change in fair value 1,347,845 973,101 Balance, End of Year $ 2,686,892 $ 1,698,272

DESCRIPTION OF BUSINESS AND O_2

DESCRIPTION OF BUSINESS AND ORGANIZATION (Details Narrative) - $ / shares		1 Months Ended
	Oct. 15, 2018	Dec. 29, 2022	May 10, 2023	Dec. 31, 2022	Dec. 31, 2021	Nov. 08, 2021	Nov. 05, 2021
Authorized Common Stock Decreased				120,000,000
Common Stock Par Value				$ 0.0001	$ 0.0001	$ 0.0001
Preferred Stock				10,000,000	10,000,000	10,000,000
Authorized Common Stock				740,000,000	740,000,000	740,000,000	740,000,000
Company An Aggregate Stock						750,000,000
Preferred Stock Par Value				$ 0.0001	$ 0.0001	$ 0.0001
Settlement Agreement
Agreement Descriptions		(i) both parties agreed to settle all disputes and potential disputes, (ii) EZ-CLONE assumes all obligations relating to the warehouse lease, (iii) 32.7% of the stock held by the Company was retired, (iv) 3.9% of the stock held by the Company was transferred to Mr. Blackburn, and (v) the Company received anti-dilution rights for a period of five years. As a result, the Company’s ownership percentage has decreased from 51% to 19.6% and Mr. Blackburn ownership percentage has increased from 24.5% to 51%, and Mr. Mickelsen ownership percentage increased from 24.%% to 29.4%. Mr. Mickelsen refused to participate in negotiating the SAMGA
Claim of damages percentage			100%
EZ-CLONE Cloning Manufacturing | Purchase And Sale Agreement [Member]
Agreement Descriptions	On November 5, 2019, the Company amended the Agreement with one 24.5% shareholder of EZ-CLONE Enterprises, Inc. (“EZ-CLONE”), to extend the date to purchase the remaining 49% of stock of EZ-CLONE in exchange for a 20% extension fee (a total of $171,000 for the 49% or $85,500 for each 24.5% shareholder) of the $855,000 cash payable at the earlier of the closing of $2,000,000 in funding or nine months (July 2020). The Company did not close the purchase of the remaining 49% of stock of EZ-CLONE by the extended deadline

GOING CONCERN (Details Narrativ

GOING CONCERN (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
GOING CONCERN
Net loss from continuing operations	$ (4,264,732)	$ (5,504,876)
Net cash used in operating activities from continuing operations	(1,345,808)	(1,863,007)
Accumulated Deficit	$ (164,796,915)	$ (160,314,038)

SIGNIFICANT ACCOUNTING POLICI_3

SIGNIFICANT ACCOUNTING POLICIES ADOPTION OF ACCOUNTING STANDARDS (Details Narrative)	12 Months Ended
	Dec. 31, 2022 USD ($) $ / shares shares
Federal Deposit Insurance Amount | $	$ 250,000
Risk free interest rate	1%
Expected dividend rate	0%
Warrants for the purchase | shares	7,917,222
Warrant weighted average exercise price | $ / shares	$ 0.053
Two Customer [Member] | Revenue Net [Member] | Minimum [Member]
Concentration of Risk	140%
Two Customer [Member] | Revenue Net [Member] | Maximum [Member]
Concentration of Risk	184%

BUSINESS COMBINATIONS ACQUISI_2

BUSINESS COMBINATIONS ACQUISITION PAYABLE AND OTHER TRANSACTION (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Cost of goods sold	$ 0	$ 0
Gross Profit	0	0
Operating expenses	1,341,468	1,382,519
Profit (loss) before income taxes	(4,264,732)	(5,504,876)
Net income (loss)	(4,482,877)	(5,472,668)
EZ-CLONE Enterprises, Inc. [Member] | Discontinued Operations [Member]
Net Revenue	1,638,540	6,199,089
Cost of goods sold	797,683	3,405,655
Gross Profit	840,857	2,793,434
Operating expenses	2,872,472	2,876,566
(Loss) from operations	(2,031,615)	(83,132)
Non-operating (income) expense	5,635	(137,927)
Profit (loss) before income taxes	(2,037,250)	54,795
Income taxes	(106,000)	22,587
Net income (loss)	$ (1,931,250)	$ 32,208

BUSINESS COMBINATIONS ACQUISI_3

BUSINESS COMBINATIONS ACQUISITION PAYABLE AND OTHER TRANSACTION (Details 1) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Current assets of discontinued operations	$ 0	$ 2,203,932
Total Assets	0	1,897,823
Current liabilities of discontinued operations	0	3,548,517
Non-current liabilities of discontinued operations	$ 0	335,222
EZ-CLONE Enterprises, Inc. [Member] | Discontinued Operations [Member]
Cash		357,588
Accounts Receivable, net		366,789
Inventory, net		1,299,560
Deposits and advances		179,995
Current assets of discontinued operations		2,203,932
Fixed assets, net		249,906
Right of use asset		407,166
Intangible assets and goodwill		1,240,751
Non-current assets of discontinued operations		1,897,823
Total Assets		4,101,755
Accounts payable		316,436
Accrued liabilities		802,930
Notes payable		298,151
Liability for acquisition of EZ-Clone		2,131,000
Current liabilities of discontinued operations		3,548,517
Deferred income taxes		106,000
Right of use liability		229,222
Non-current liabilities of discontinued operations		335,222
Total Liabilities		3,883,739
Net Assets		$ 218,016

BUSINESS COMBINATIONS ACQUISI_4

BUSINESS COMBINATIONS ACQUISITION PAYABLE AND OTHER TRANSACTION (Details Narrative) - USD ($)			1 Months Ended	12 Months Ended
	Nov. 05, 2019	Oct. 15, 2018	Dec. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Gain on deconsolidation				$ 1,713,105
Purchase And Sale Agreement [Member]
Agreement descriptions	On November 5, 2019, the Company amended the Agreement with one 24.5% shareholder of EZ-CLONE to extend the date to purchase the remaining 49% of stock of EZ-CLONE in exchange for a 20% extension fee (a total of $171,000 for the 49% or $85,500 for each 24.5% shareholder) of the $855,000 cash payable at the earlier of the closing of $2,000,000 in funding or nine months (July 2020). The Company did not close the purchase of the remaining 49% of stock of EZ-CLONE by the extended deadline
EZ-CLONE Enterprises, Inc. [Member]
Agreement descriptions		At closing, we paid 51% of this amount totaling $2,040,000 via a (i) a cash payment of $645,000; and (ii) the issuance of 715,385 restricted shares of our common stock valued $1,395,000. The Agreement called for the Company, upon delivery of the remaining 49% of EZ-Clone stock, to acquire such stock within one year for $1,960,000, payable as follows: (i) a cash payment of $855,000; and (ii) the issuance of Company’s common stock at a value of $1,105,000
Gain on deconsolidation			$ 1,700,000
Derecognition of acquisition			$ 2,100,000	$ 2,100,000
Total purchase price		$ 4,000,000
Cash purchase price		1,500,000
Stock issued for purchase price		$ 2,500,000
EZ-CLONE Cloning Manufacturing
Liability Payable In Stock					$ 1,105,000
Total Liability Of Acquisition Payable					2,131,000
Acquisition Of Ez-clone Enterprises, Inc. Payable In Cash					$ 1,026,000

ACCOUNTS PAYABLE (Details Narra

ACCOUNTS PAYABLE (Details Narrative) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
ACCOUNTS PAYABLE
Accounts Payable	$ 850,619	$ 829,909

ACCRUED EXPENSES (Details Narra

ACCRUED EXPENSES (Details Narrative) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
ACCRUED EXPENSES
Accrued Expenses	$ 202,765	$ 171,465

NOTES PAYABLE (Details)

NOTES PAYABLE (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021	Apr. 17, 2020
Convertible Notes Payable [Member]
Principal	$ 2,290,829	$ 2,335,921
Accrued Interest	183,093	234,649
Convertible Notes Payable, Net	2,323,516	2,570,570
Debt Discounts	(150,406)
Silverback 2-12-21 | Convertible Notes Payable [Member]
Principal	995,130	995,130
Accrued Interest	$ 117,520	$ 212,169
Interest Rate	10%	10%
Convertible Notes Payable, Net	$ 1,112,650	$ 1,207,299
Dublin Holdings 2-6-21 [Member] | Convertible Notes Payable [Member]
Principal	491,643	780,791
Accrued Interest	$ 1,080	$ 10,303
Interest Rate	8%	8%
Convertible Notes Payable, Net	$ 492,723	$ 791,094
Dublin Holdings 8-25-21 [Member] | Convertible Notes Payable [Member]
Principal	335,000	335,000
Accrued Interest	$ 38,616	$ 9,511
Interest Rate	8%	8%
Convertible Notes Payable, Net	$ 373,616	$ 344,511
Dublin Holdings11-5-21 [Member] | Convertible Notes Payable [Member]
Principal	225,000	225,000
Accrued Interest	$ 21,899	$ 2,666
Interest Rate	8%	8%
Convertible Notes Payable, Net	$ 246,899	$ 227,666
1800 Diagonal 10-17-22 [Member]
Principal	88,000
Accrued Interest	$ 622
Interest Rate	8%
Convertible Notes Payable, Net	$ 52,284
Debt Discounts	(36,338)
Quick Capital 11-2-22 [Member]
Principal	95,556
Accrued Interest	$ 1,898
Interest Rate	12%
Convertible Notes Payable, Net	$ 11,177
Debt Discounts	(86,277)
1800 Diagonal 11-14-22 [Member]
Principal	60,500
Accrued Interest	$ 1,458
Interest Rate	8%
Convertible Notes Payable, Net	$ 34,167
Debt Discounts	(27,791)
Promissory Notes Payable, Net
Principal	2,247,500
Accrued Interest	7,991
Convertible Notes Payable, Net	1,877,896
Debt Discounts	(377,595)
Promisory Note [Member]
Principal	127,500
Accrued Interest	$ 4,847
Interest Rate	5%
Convertible Notes Payable, Net	$ 132,347
Amortizing Promisory Note [Member]
Principal		12,141
Accrued Interest		976
Convertible Notes Payable, Net		13,117
Paycheck Protection Program One
Principal	362,500	362,500
Accrued Interest	$ 10,117	$ 6,350
Interest Rate	1%	1%
Convertible Notes Payable, Net	$ 372,617	$ 368,850
Paycheck Protection Program Two
Principal	337,050	337,050
Accrued Interest	$ 6,585	$ 3,118
Interest Rate	1%	1%
Convertible Notes Payable, Net	$ 343,635	$ 340,168
Government Assistance Notes
Principal	699,550	849,450
Accrued Interest	16,702	25,120
Convertible Notes Payable, Net	716,252	874,570	$ 362,500
AJB Capital Member 12-29-22
Principal	1,870,000
Accrued Interest	$ 0
Interest Rate	10%
Convertible Notes Payable, Net	$ 1,633,200
Debt Discounts	(236,800)
Economic Injury Disaster Loan (GLI)
Principal		149,900
Accrued Interest		$ 15,652
Interest Rate		3.75%
Convertible Notes Payable, Net		$ 165,552
First Fire [Member]
Principal		12,141
Accrued Interest		$ 976
Interest Rate		12%
Convertible Notes Payable, Net		$ 13,117
Coventry Enterprises 11-9-22
Principal	250,000
Accrued Interest	$ 3,144
Interest Rate	10%
Convertible Notes Payable, Net	$ 112,349
Debt Discounts	$ (140,795)

NOTES PAYABLE (Details Narrativ

NOTES PAYABLE (Details Narrative) - USD ($)				1 Months Ended							3 Months Ended	12 Months Ended
	Nov. 09, 2022	Nov. 02, 2022	Feb. 03, 2021	Dec. 29, 2022	Sep. 28, 2022	May 17, 2022	Aug. 25, 2021	Feb. 26, 2021	Jun. 19, 2020	Apr. 17, 2020	Mar. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Interest expense												$ 1,963,736	$ 3,243,162
Transaction expenses												1,341,468	1,382,519
Convertible promissory note												1,254,305	1,728,873
Proceed from note												$ 473,000	$ 369,574
Preferred Stock, shares issued												1,000,000
Silverback Capital Corporation [Member]
Common stock shares												3,277,000	9,510,000
Conversion Price												$ 0.16	$ 0.0757
Principal amount												$ 524,938	$ 746,632
Outstanding balance											$ 1,139,182			$ 993,855
Loss on debt conversions													447,324
Convertible promissory note											$ 165,000
Convertible Notes Payable [Member]
Convertible Notes Payable, Net												$ 2,323,516	2,570,570
Dublin Holdings LLC [Member]
Common stock shares								23,340,000				1,609,466
Principal												$ 347,500
Interest Rate							8%	8%
Conversion Price							$ 0.10	$ 0.30				$ 0.216
Funding amount							$ 560,000	$ 3,088,000
Original issue discount							50,000
Total purchase price								2,850,000
Transaction expenses							$ 10,000	10,000
Tranche expense								928,000				$ 68,000
Additional Tranche Expense								2,160,000
Aggregate oid								$ 160,000
AJB Capital Investments LLC
Common stock shares				700,000	53,333	50,000
Interest Rate				10%	10%	10%
Interest expense				$ 580,000
Original issue discount						$ 75,000						$ 519,250
Transaction expenses				30,000	$ 5,000	56,000
Extension commitment fee				$ 970,000		$ 33,333
Maturity date					May 28, 2023	November 17, 2022
Purchase of warrants						6,000,000
Agreement repurchase description				$580,000 of this Note was used to repurchase the 50,000 and 53,333 commitment shares issued in obtaining the May 17 and September 28, 2022 Notes per those Securities Purchase Agreements. Such repurchased shares were cancelled
Share price						$ 0.05
Convertible Notes Payable, Net				$ 1,870,000	$ 220,000	$ 750,000
Proceed from note					$ 151,048
EZ-CLONE | Convertible Notes Payable [Member]
Interest Rate									3.75%
Convertible Notes Payable, Net									$ 149,900
Repayment Of Debt									$ 1,392
Payment Term									30 years
Promisory Note [Member]
Interest Rate												5%
Convertible Notes Payable, Net												$ 132,347
Promissory Note												127,500
Government Assistance Notes
Interest Rate										1%
Interest expense												3,712	2,638
Convertible Notes Payable, Net										$ 362,500		716,252	$ 874,570
Loan due date										April 2022
Paycheck Protection Program
Interest Rate			1%
Interest expense												$ 3,113
Convertible Notes Payable, Net			$ 337,050
Loan due date			February 2023
Securities Purchase Agreements | 1800 Diagonal Lending LLC [Member] | Convertible Notes Payable [Member]
Interest Rate												8%
Original issue discount												$ 13,500
Transaction expenses												7,000
Convertible Notes Payable, Net												$ 148,500
Securities Purchase Agreements | Quick Capital LLC [Member] | Convertible Notes Payable [Member] | Common Stock Purchase Warrant [Member]
Common stock shares		100,000
Interest Rate		12%
Original issue discount		$ 9,555
Transaction expenses		$ 11,000
Purchase of warrants		1,911,111
Share price		$ 0.05
Convertible Notes Payable, Net		$ 95,555
Conversion price		$ 0.03
Coventry Enterprises LLC [Member]
Interest Rate	18%
Original issue discount	$ 50,000
Maturity date	November 9, 2023
Promissory Note	$ 250,000
Common Stock, shares issued	200,000
Preferred Stock, shares issued	1,800
Common Stock, shares converted	1,800,000
Note monthly payment	$ 39,286

DERIVATIVE LIABILITY (Details)

DERIVATIVE LIABILITY (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
DERIVATIVE LIABILITY (Tables)
Beginning, Balance	$ 1,698,272	$ 1,101,436
Additions	687,020	1,402,519
Conversion	(1,046,245)	(1,778,784)
Change in fair value	1,347,845	973,101
Ending, Balance	$ 2,686,892	$ 1,698,272

DERIVATIVE LIABILITY (Details N

DERIVATIVE LIABILITY (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
DERIVATIVE LIABILITY (Tables)
Derivative Instruments	$ 2,336,892	$ 1,698,272
Change In Fair Value Of Derivative Liability	$ 997,845	$ 973,101
Percentage of debt convertible, range	75% to 50%

RELATED PARTY TRANSACTIONS AN_2

RELATED PARTY TRANSACTIONS AND CERTAIN RELATIONSHIPS (Details Narrative) - USD ($)	Jan. 01, 2023	Dec. 31, 2022	Dec. 31, 2021	Apr. 16, 2020
Common Stock Issued		7,083,254	786,331
Thom Kozik [Member]
Common Stock Issued	500,000		8,000	20,000
Share Price	$ 0.05		$ 3	$ 0.295
Common Stock Issued Value	$ 25,000		$ 24,000	$ 5,900

EQUITY (Details Narrative)

EQUITY (Details Narrative) - USD ($)		12 Months Ended
	Oct. 07, 2022	Dec. 31, 2022	Dec. 31, 2021	Nov. 02, 2022	May 18, 2022	Apr. 30, 2022	Nov. 08, 2021	Nov. 05, 2021	Oct. 09, 2019
Authorized Common Stock Decreased		120,000,000
Common Stock, Par Value Per Share		$ 0.0001	$ 0.0001				$ 0.0001
Preferred Stock, Authorized		10,000,000	10,000,000				10,000,000
Preferred Stock, Par Value		$ 0.0001	$ 0.0001				$ 0.0001
Common stock shares authorized		740,000,000	740,000,000				740,000,000	740,000,000
Capital Stock Issued and Outstanding		7,083,255
Common stock issued		1,000,000
Share price		$ 0.058
Common stock issued			$ 5,425
Loss on debt settlement		$ 183,449	1,025,400
Stock split ratio	150-for-1
Company An Aggregate Stock							750,000,000
Thom Kozik [Member]
Common stock issued			$ 24,000
Common stock issued, share			8,000
Liability settlements [Member]
Conversion price			$ 25.711
Convertible debt			$ 2,442,500
Conversion of debt into common stock			95,000
Debt [Member]
Conversion price		$ 0.21	$ 8.60
Convertible debt		$ 1,072,488	$ 2,927,596
Conversion of debt into common stock		5,560,082	340,285
Maximum [Member]
Common stock shares authorized		740,000,000							6,000,000,000
Minimum [Member]
Common stock shares authorized		120,000,000							120,000,000
Series A Preferred Stock [Member]
Preferred Stock, Authorized		10,000,000	10,000,000
Preferred Stock, Par Value		$ 0.0001	$ 0.0001
Preferred Stock, Issued		1,800	0
Preferred Stock, Outstanding		1,800	0
Convertible into shares of common stock		1,800,000
Warrant [Member]
Common stock issued, share			154
Purchase of common stock			1,033,057	1,911,111	6,000,000	6,444
Exercise price			$ 0.121	$ 0.05	$ 0.05
Loss on debt settlement			$ 2,423,000
Warrant Excise Price		$ 4.50	$ 246
Fair value of warrants		$ 27,417
Warrants outstanding		40,000	4,578
Subscription agreement [Member] | Warrant [Member] | February 9, 2028 [Member]
Common stock issued, share			11,750,000
Securities Purchase agreement [Member] | Warrant [Member] | October 15, 2018 [Member]
Common stock issued, share			2,500,000

STOCK OPTIONS (Details Narrativ

STOCK OPTIONS (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Options To Purchase Common Stock	1,000,000
First Amended and Restated 2017 Stock Incentive Plan
Options To Purchase Common Stock	75,000,000
Stock options or warrants outstanding	$ 0	$ 0
Shares Available For Issuance	1,333,333
Outstanding Unexercised Stock Option Grants		506,667
Outstanding Unexercised Stock Option Grants, Exercise Price		$ 1.496
2018 Stock Incentive Plan
Outstanding Unexercised Stock Option Grants	506,667	43,333
Outstanding Unexercised Stock Option Grants, Exercise Price		$ 219
Stock options to purchase common stock	0	506,667

COMMITMENTS CONTINGENCIES AND_2

COMMITMENTS CONTINGENCIES AND LEGAL PROCEEDINGS (Details Narrative) - USD ($)	1 Months Ended	12 Months Ended
	Apr. 23, 2021	Dec. 31, 2022
Percent Of Outstaning Amount Increase	15%
Additional Increase In Conversion Discount	5%
Default Interest Rate	22%
Dave Dohrmann [Member]
Annual Salary		$ 250,000
Annual Bonus Percent		5%

INCOME TAXES (Details Narrative

INCOME TAXES (Details Narrative) $ in Millions	12 Months Ended
	Dec. 31, 2022 USD ($)
Net Operating Loss Carryforwards	$ 25.8
Net Operating Loss Carryforwards, Valuation Allowance, Percentage	100%
Net Operating Loss Carryforwards Expiration	2022 through 2038
EZCLONE Cloning Manufacturings [Member]
Deferred tax benefit	$ 14.1

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - USD ($)

1 Months Ended

12 Months Ended

Feb. 01, 2023

Jan. 11, 2023

Jun. 21, 2023

Mar. 28, 2023

Mar. 24, 2023

Mar. 23, 2023

Mar. 21, 2023

May 19, 2022

Dec. 31, 2022

Dec. 31, 2021

Apr. 24, 2023

Jan. 01, 2023

Exercise price

$ 0.08

Promissory note

$ 1,877,896

$ 13,117

Principal note

$ 473,000

369,574

Period of common stock purchase warrant

5 years

Proceeds of convertible promissory note

$ 1,254,305

$ 1,728,873

Percentage of aggregate of more than outstanding shares of common stock

4.90%

Common stock, shares purchase

625,000

Common stock shares

7,083,254

786,331

Subsequent Event [Member] | On January 1, 2023

Conversion price per share

$ 0.04

Common stock shares

2,922,257

Accrued Interest

$ 116,890

Subsequent Event [Member] | Silverback Capital Contribution

Conversion price per share

$ 0.0227

Principle amount of convertible promissory note

$ 129,492

Common stock shares

5,695,000

Subsequent Event [Member] | Dublin Holdings

Conversion price per share

$ 0.0282

Principle amount of convertible promissory note

$ 55,000

Common stock shares

1,948,627

Securities Purchase Agreement [Member] | Subsequent Event [Member] | Convertible Promissory Note 1 [Member]

Principal note

$ 150,000

Interest rate of occurrence of an event of default

24%

Maturity date

March 28, 2024

Original Issue discount

$ 15,000

Transaction Expense

6,750

Purchase aggregate note

$ 40,750

Interest rate

10%

Reserve common stock shares

19,230,700

Percentage of non assessable shares of common stock

60%

Trading days

20 years

Securities Purchase Agreement [Member] | Subsequent Event [Member] | Convertible Promissory Note 2 [Member]

Principal note

$ 54,725

Interest rate of occurrence of an event of default

22%

Maturity date

March 24, 2024

Original Issue discount

$ 9,725

Transaction Expense

4,250

Purchase aggregate note

$ 40,750

Interest rate

8%

Percentage of non assessable shares of common stock

75%

Trading days

15 years

Securities Purchase Agreement [Member] | Subsequent Event [Member] | Convertible Promissory Note 3 [Member]

Conversion price per share

$ 0.01

Maturity date

which is twelve (12) months from the Issue Date

Original Issue discount

$ 21,250

Transaction Expense

$ 10,762

Cancelled committment shares

2,125,000

Interest rate

10%

Principle amount of convertible promissory note

$ 125,000

Proceeds of convertible promissory note

92,987

Interest payment of first twelve month

$ 12,500

Committment shares of common stock

3,125,000

Securities Purchase Agreement [Member] | Subsequent Event [Member] | Convertible Promissory Note 4 [Member]

Principal note

$ 88,200

Interest rate of occurrence of an event of default

22%

Maturity date

January 11, 2024

Original Issue discount

$ 9,450

Transaction Expense

3,750

Purchase aggregate note

75,000

Monthly payment for accrued interest and outstanding principle

9,878

Total payback to the holder

$ 98,784

Interest rate

12%

Description of securities purchase agreement and convertible promissory note

The first payment shall be due March 1, 2023, with nine (9) subsequent payments each month thereafter. The Company shall have a five (5) day grace period with respect to each payment

Percentage of non assessable shares of common stock

75%

Trading days

10 days

Securities Purchase Agreement [Member] | Subsequent Event [Member] | Convertible Promissory Note [Member]

Conversion price per share

$ 0.035

Maturity date

which is twelve (12) months from the Issue Date

Original Issue discount

$ 21,250

Transaction Expense

$ 10,762

Interest rate

10%

Principle amount of convertible promissory note

$ 125,000

Proceeds of convertible promissory note

92,987

Interest payment of first twelve month

$ 12,500

Percentage of aggregate of more than outstanding shares of common stock

4.99%

Asset Purchase Agreement [Member]

Promissory note

$ 138,546

Description of installment payment

(1) $38,546 on January 31, 2023, (2) $50,000 on February 28, 2023, and (3) $50,000 on March 31, 2023

Forgiveness of the indebtness

$ 43,000

Asset Purchase Agreement [Member] | Subsequent Event [Member]

Paid Cash consideration

$ 157,000

Restricted shares of common stock

340,000

Assumption of debt

$ 161,546