Accredited Solutions (ASII) 10-Q 23 May 22 2022 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Mar. 31, 2022	May 16, 2022
Cover [Abstract]
Entity Registrant Name	GOOD HEMP, INC.
Entity Central Index Key	0001464865
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Document Period End Date	Mar. 31, 2022
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2022
Entity Common Stock Shares Outstanding		49,543,385
Document Quarterly Report	true
Entity Incorporation State Country Code	NV
Entity Tax Identification Number	45-2578051
Entity Interactive Data Current	Yes
Entity File Number	000-54509
Entity Address Address Line 1	20311 Chartwell Center Drive
Entity Address Address Line 2	Suite 1469
Entity Address City Or Town	Cornelius
Entity Address State Or Province	NC
Entity Address Postal Zip Code	28031
City Area Code	1-800
Local Phone Number	947-9197
Document Transition Report	false

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Current assets
Cash	$ 857	$ 15,121
Accounts receivable	0	46,318
Total current assets	857	61,439
Other assets
Property, plant and equipment, net	115,912	122,991
Goodwill	302,215	302,215
Intellectual property	112,000	112,000
Total assets	530,984	598,645
Current liabilities
Accounts payable	70,263	78,719
Accounts payable to related parties	500	0
Accrued liabilities	13,830	9,206
Interest payable	93,925	65,814
Interest payable to related parties	117,033	108,403
Notes payable	19,100	19,100
Convertible notes, net of discounts	1,129,426	1,202,756
Convertible notes to related parties, net of discounts	410,000	410,000
Derivative liabilities	2,197,356	3,220,927
Total current liabilities	4,051,433	5,114,925
Total liabilities	4,051,433	5,114,925
Stockholders' deficit
Preferred stock - Class A - 30,000,000 shares authorized, $0.001 par value, zero shares issued and outstanding	0	0
Common stock - 150,000,000 shares authorized, $0.001 par value, 27,712,260 and 23,805,630 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively	27,712	23,806
Additional paid in capital	8,849,375	8,665,981
Accumulated deficit	(12,397,536)	(13,181,451)
Total controlling interest	(3,520,449)	(4,491,664)
Non-controlling interest	0	(24,616)
Total stockholders' deficit	(3,520,449)	(4,516,280)
Total liabilities and stockholders' deficit	$ 530,984	$ 598,645

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
CONDENSED CONSOLIDATED BALANCE SHEETS
Preferred Stock, Shares Par Value	$ 0.001	$ 0.001
Preferred Stock, Shares Authorized	30,000,000	30,000,000
Preferred Stock, Shares Outstanding	0	0
Preferred Stock, Shares Issued	0	0
Common Stock, Shares Par Value	$ 0.001	$ 0.001
Common Stock, Shares Authorized	150,000,000	150,000,000
Common Stock, Shares Outstanding	27,712,260	23,805,630
Common Stock, Shares Issued	27,712,260	23,805,630

CONDENSED CONSLIDATED STATEMENT

CONDENSED CONSLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
CONDENSED CONSLIDATED STATEMENTS OF OPERATIONS (Unaudited)
Net sales	$ 204,257	$ 73,804
Cost of sales	203,232	55,454
Gross profit	1,025	18,350
Operating expenses
General and administrative expenses	82,099	1,398,060
Depreciation and amortization expense	7,079	0
Total operating expenses	89,178	1,398,060
Operating loss	(88,153)	(1,379,710)
Other income (expense)
Other income	30	0
Gain on write off of debt	0	38,910
Interest expense	(37,626)	(17,186)
Loan fees	(28,385)	0
Gain on derivative liabilities	1,023,571	(84,829)
Loss on extinguishment of debt	(60,906)	0
Total other income (expense)	896,684	(63,105)
Net income (loss)	808,531	(1,442,815)
Net income (loss) - non-controlling interest	(24,616)	0
Net income (loss) - controlling interest	$ 783,915	$ (1,442,815)
Net income (loss) per share - basic	$ 0.03	$ (0.06)
Net loss per share - diluted	$ 0	$ (0.06)
Weighted average number of common shares - basic	24,523,948	22,275,043
Weighted average number of common shares - diluted	116,600,634	22,275,043

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS DEFICIT (Unaudited) - USD ($)	Total	Preferred Stock	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Noncontrolling Interest
Balance, shares at Dec. 31, 2020		250,000	22,263,829
Balance, amount at Dec. 31, 2020	$ (405,315)	$ 250	$ 22,264	$ 7,962,062	$ (8,389,891)	$ 0
Issuance of common stock for financing, shares			65,000
Issuance of common stock for financing, amount	78,000	0	$ 65	77,935	0	0
Issuance of common stock for services, shares			30,000
Issuance of common stock for services, amount	26,400	0	$ 30	26,370	0	0
Issuance of common stock for conversion of notes payable, shares			17,405
Issuance of common stock for conversion of notes payable, amount	10,443	0	$ 18	10,425	0	0
Net loss for the period	(1,442,815)	$ 0	$ 0		(1,442,815)
Balance, shares at Mar. 31, 2021		250,000	22,376,234
Balance, amount at Mar. 31, 2021	(1,733,287)	$ 250	$ 22,377	8,076,792	(9,832,706)
Balance, shares at Dec. 31, 2021			23,805,630
Balance, amount at Dec. 31, 2021	(4,516,280)	0	$ 23,806	8,665,981	(13,181,451)	(24,616)
Net loss for the period	808,531	0	$ 0	0	783,915	24,616
Issuance of common stock for conversion of convertible note, shares			3,906,630
Issuance of common stock for conversion of convertible note, amount	187,300	0	$ 3,906	183,394	0	0
Balance, shares at Mar. 31, 2022			27,712,260
Balance, amount at Mar. 31, 2022	$ (3,520,449)	$ 0	$ 27,712	$ 8,849,375	$ (12,397,536)	$ 0

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Cash flows from operating activities:
Net income (loss) for continuing operations	$ 808,531	$ (1,442,815)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	7,079	0
Amortization of branding agreement	0	1,102,041
Stock-based compensation	0	26,400
Gain on write off of debt	0	(38,910)
Loss on extinguishment of debt	60,906	0
Gain on derivative liabilities	(1,023,571)	84,829
Changes in operating assets and liabilities:
Accounts receivable	49,463	(12,379)
Prepaid expenses	52,179	(121,141)
Inventory	0	60,907
Other receivable	0	(2,289)
Accounts payable	(8,456)	3,562
Accounts payable to related parties	500	2,000
Accrued liabilities	1,479	0
Interest payable	28,996	(18,399)
Interest payables	8,630	31,397
Net cash used in operating activities	(14,264)	(324,797)
Cash flows from investing activities:
Purchase of investments	0	(600)
Net cash used in investing activities	0	(600)
Cash flows from financing activities:
Proceeds from convertible notes payable to related parties, net of discounts	0	850,932
Proceeds from convertible notes payable, net of discounts	0	443
Net cash provided by financing activities	0	851,375
Net change in cash	(14,264)	525,978
Cash and cash equivalents - beginning of period	15,121	21,233
Cash and cash equivalents - end of period	857	547,211
Supplemental non-cash information
Common stock issued for financing fees	0	78,000
Conversion of notes payable into common stock	$ 126,395	$ 10,000

NATURE OF OPERATIONS

NATURE OF OPERATIONS	3 Months Ended
	Mar. 31, 2022
NATURE OF OPERATIONS
Note 1 - Nature Of Operations	NOTE 1 – NATURE OF OPERATIONS Good Hemp, Inc. (the “Company” or “Good Hemp”), formerly known as Keyser Resources, Inc., and Lone Star Gold, Inc., was incorporated in the State of Nevada on November 26, 2007. The Company was involved in the exploration and development of mining properties until September 30, 2013, when it discontinued operations. In 2017, the Company was put into receivership and in 2018, it emerged from receivership. On September 11, 2019, the Company’s Board of Directors, pursuant to Nevada Revised Statute 92A.280, amended the Company’s Articles of Incorporation to change the name of the Company from Lone Star Gold, Inc. to Good Hemp, Inc. The amendment was filed with the Nevada Secretary of State on September 12, 2019. The Company is now a North Carolina based company that is made up of industry veterans focused on exploiting niche markets in the hemp industry. Good Hemp® includes two lines of hemp-based beverages. Good Hemp® 2oh! is a hemp-derived, CBD-infused line of flavored waters, and Good Hemp® fizz! is a line of carbonated hemp oil infused sodas. Good Hemp® products have been sold throughout the United States since 2016 via Amazon.com, as well as local retailers. By establishing a comprehensive distribution system, Good Hemp® has secured listings for its products with regional and national grocery and convenience chain stores. On July 21, 2020, the Company filed with the State of Nevada a Certificate of Designation designating 250,000 shares of the Company’s authorized preferred stock as Series B-1 Convertible Preferred Stock (the “Series B-1 Preferred Stock”). Each share of Series B-1 Preferred Stock is convertible into 1.667 shares of Company common stock (subject to a 4.99% beneficial ownership limitation). The Series B-1 Preferred Stock entitles the holder to piggy-back registration rights and one vote per share. Also, on July 21, 2020, the Company filed with the State of Nevada a Certificate of Designation designating 750,000 shares of the Company’s authorized preferred stock as Series B-2 Convertible Preferred Stock (the “Series B-2 Preferred Stock”). Each share of Series B-2 Preferred Stock is convertible into a number of shares of Company common stock equal to $1.00 divided by (i) the lesser of $0.60 or 60% of the 14-day average closing price of the Company’s common stock at the time of conversion (the “Market Price”) if the conversion occurs within 6 months of July 21, 2020, or (ii) 60% of the Market Price if the conversion occurs at least 6 months after July 21, 2020 (subject to a 4.99% beneficial ownership limitation). The Series B-2 Preferred Stock entitles the holder to one vote per share. On February 9, 2021, the Company formed Good Hemp Wellness, LLC, a limited liability company formed under the laws of the State of North Carolina, to sell CBD products to customers through chiropractic offices. In October 2021, this company was dissolved. This company is being treated as discontinued operations in the consolidated financial statements. On April 1, 2021, the Company entered into an agreement to purchase Diamond Creek Group, LLC, a North Carolina limited liability company which sells the Diamond Creek brand of high alkaline water products, for a total purchase price of $643,000. On April 2, 2021, the Company closed the acquisition and paid the initial $500,000 portion of the purchase price, and on April 23, 2021, paid the $143,000 purchase price balance. See note 4 for the purchase price allocation. The outbreak of the coronavirus (COVID-19) resulted in increased travel restrictions, and shutdown of businesses, which may cause slower recovery of the economy. We may experience impact from quarantines, market downturns and changes in customer behavior related to pandemic fears and impact on our workforce if the virus continues to spread. In addition, one or more of our customers, partners, service providers or suppliers may experience financial distress, delayed or defaults on payment, file for bankruptcy protection, sharp diminishing of business, or suffer disruptions in their business due to the outbreak. The extent to which the coronavirus impacts our results will depend on future developments and reactions throughout the world, which are highly uncertain and will include emerging information concerning the severity of the coronavirus and the actions taken by governments and private businesses to attempt to contain the coronavirus. It is likely to result in a potential material adverse impact on our business, results of operations and financial condition. Wider-spread COVID-19 globally could prolong the deterioration in economic conditions and could cause decreases in or delays in advertising spending and reduce and/or negatively impact our short-term ability to grow our revenues. Any decreased collectability of accounts receivable, bankruptcy of small and medium businesses, or early termination of agreements due to deterioration in economic conditions could negatively impact our results of operations.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Note 2 - Summary Of Significant Accounting Policies	NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The Company follows the accrual basis of accounting in accordance with generally accepted accounting principles in the United States of America and has a year-end of December 31 st Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company’s system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented. Principles of Consolidation The accompanying consolidated financial statements include the accounts of Good Hemp, Inc. and its wholly owned subsidiary, Diamond Creek Group, LLC, and its controlling interest subsidiary, Good Hemp Wellness, LLC. (collectively, the “Company”). All intercompany accounts have been eliminated upon consolidation. Condensed Financial Statements The unaudited condensed financial statements of the Company for the three month periods ended March 31, 2022 and 2021 have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Regulation S-K. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. However, such information reflects all adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of management, necessary for the fair presentation of the financial position and the results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full fiscal year. The balance sheet information as of December 31, 2021 was derived from the audited financial statements included in the Company’s financial statements as of and for the year ended December 31, 2021 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on April 25, 2022. These unaudited condensed financial statements should be read in conjunction with that report. Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the recoverability of long-lived assets and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Impairment of Long-Lived Assets Long-lived assets and certain identifiable intangible assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. Measurement of an impairment loss for long-lived assets and certain identifiable intangible assets that management expects to hold and use is based on the fair value of the asset. Long-lived assets and certain identifiable intangible assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. Goodwill and Other Intangible Assets Goodwill and indefinite-lived intangible assets are not amortized, but are evaluated for impairment annually or when indicators of a potential impairment are present. Our impairment testing of goodwill is performed separately from our impairment testing of indefinite-lived intangibles. The annual evaluation for impairment of goodwill and indefinite-lived intangibles is based on valuation models that incorporate assumptions and internal projections of expected future cash flows and operating plans. We believe such assumptions are also comparable to those that would be used by other marketplace participants. We evaluate a number of factors to determine whether an indefinite life is appropriate, including the competitive environment, market share, brand history, product life cycles, operating plans and the macroeconomic environment of the countries in which the brands are sold. When certain events or changes in operating conditions occur, an impairment assessment is performed and indefinite-lived brands may be adjusted to a determinable life. The cost of intangible assets with determinable useful lives is amortized to reflect the pattern of economic benefits consumed, either on a straight-line or accelerated basis over the estimated periods benefited. Patents, technology and other intangibles with contractual terms are generally amortized over their respective legal or contractual lives. Customer relationships, brands and other non-contractual intangible assets with determinable lives are amortized over periods generally ranging from 5 to 30 years. When certain events or changes in operating conditions occur, an impairment assessment is performed and lives of intangible assets with determinable lives may be adjusted. Fair Value of Financial Instruments The FASB issued ASC 820-10, Fair Value Measurements and Disclosures - Level 1: Quoted prices in active markets for identical assets or liabilities - Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities. - Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Determining which category an asset or liability falls within the hierarchy requires significant judgment. We evaluate our hierarchy disclosures each quarter. Cash and Cash Equivalents For purposes of the statement of cash flows, cash equivalents include demand deposits, money market funds, and all highly liquid debt instructions with original maturities of three months or less. The Company places its cash and cash equivalents with financial institutions of high credit worthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits. The Company’s management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited. Inventory Inventory consisting of raw materials and finished product is stated at the lower of cost (first in, first out method) or net realizable value. Concentration and Credit Risk The Company does not have any financial asset and therefore is not exposed to any credit risks. Cash - The Company places its cash and cash equivalents with financial institutions of high credit worthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits. The Company’s management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited. Accounts Receivable and Allowance for Doubtful Accounts Trade accounts receivable consists of product sales to customers. Trade accounts receivable are generally due 30 days after issuance of the invoice. Receivables past due more than 120 days are considered delinquent. Delinquent receivables are written off based on specific circumstances of the customer. At March 31, 2022, an allowance was not deemed necessary. Derivative Financial Instruments For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company used a Black Scholes valuation model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Commitment and Contingencies The Company follows ASC 450-20, Loss Contingencies, to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. The Company follows ASC 440-10, Commitments, to report accounting for certain commitments. Net Loss Per Common Share The Company computes net income or loss per share in accordance with ASC 260 Earnings per Share. Under the provisions of the Earnings per Share Topic ASC, basic net loss per share is computed by dividing the net loss available to common stockholders for the period by the weighted average number of shares of common stock outstanding during the period. The calculation of diluted net loss per share gives effect to common stock equivalents; however, potential common shares are excluded if their effect is anti-dilutive. Income Taxes The Company accounts for its income taxes in accordance with ASC 740 Income Taxes, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. A valuation allowance is provided for the amount of deferred tax assets that would otherwise be recorded for income tax benefits primarily relating to operating loss carryforwards as realization cannot be determined to be more likely than not. The statement establishes a more-likely-than-not threshold for recognizing the benefits of tax return positions in the financial statements. Also, the statement implements a process for measuring those tax positions which meet the recognition threshold of being ultimately sustained upon examination by the taxing authorities. There are no uncertain tax positions taken by the Company on its tax returns and the adoption of the statement had no material impact to the Company’s financial statements. The Company files tax returns in the US and states in which it has operations and is subject to taxation. Tax years subsequent to 2014 remain open to examination by U.S. federal and state tax jurisdictions. Revenue Recognition Revenue is recognized in accordance with ASC 606. The Company performs the following five steps: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company applies the five-step model to arrangements that meet the definition of a contract under Topic 606, including when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of Topic 606, the Company evaluates the goods or services promised within each contract related performance obligation and assesses whether each promised good or service is distinct. The Company recognizes as revenue, the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. The Company recognizes revenue upon completion of our performance obligations or expiration of the contractual time to use services such as professional service hours purchased in bulk for a given time period. Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by FASB that are adopted by the Company as of the specified effective date. If not discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’s financial statements upon adoption.

GOING CONCERN

GOING CONCERN	3 Months Ended
	Mar. 31, 2022
GOING CONCERN
Note 3 - Going Concern	NOTE 3 – GOING CONCERN The Company’s unaudited condensed consolidated financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has recurring operating losses, an accumulated deficit and a working capital deficiency. Management’s plans include raising capital in the debt and equity markets. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until its operations become established enough to be considered reliably profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the issuance of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The accompanying consolidated 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. As reflected in the financial statements, the Company had a working capital deficit of $4,050,576 at March 31, 2022 and had a gain of $808,531 for the three months ended March 31, 2022, which raises substantial doubt as to the Company’s ability to continue as a going concern in the future. The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company is unable to continue as a going concern.

INTANGIBLE ASSETS

INTANGIBLE ASSETS	3 Months Ended
	Mar. 31, 2022
INTANGIBLE ASSETS
Note 4 - Intangible Assets	NOTE 4 – INTANGIBLE ASSETS On February 6, 2019, the Company, entered into an Intellectual Property Purchase Agreement Agreement Seller On April 30, 2019, the Company acquired from S. Mark Spoone the CANNA HEMP and CANNA trademarks including all rights and trade secrets and related inventory for consideration totaling $32,462.39. At March 31, 2022, the Company had not attributed any value to the acquired trademarks. On April 1, 2021, the Company entered into an agreement to purchase Diamond Creek Group, LLC, a North Carolina limited liability company which sells the Diamond Creek brand of high alkaline water products, for a total purchase price of $643,000. On April 2, 2021, the Company closed the acquisition and paid the initial $500,000 portion of the purchase price, and on April 23, 2021, paid the $143,000 purchase price balance. The purchase price was allocated as follows: Purchase Price Allocation Amount Acquisition cost $ 643,000 Assets acquired Cash and cash equivalents 38,635 Accounts receivable 41,611 Property and equipment 97,228 Trademark 100,000 Total assets acquired 277,474 Liabilities assumed Accounts payable and accrued liabilities 77,998 Note payable 20,000 Total liabilities assumed 97,998 463,524 Impairment of goodwill 161,309 Goodwill $ 302,215

NOTES PAYABLE

NOTES PAYABLE	3 Months Ended
	Mar. 31, 2022
NOTES PAYABLE
Note 5 - Notes Payable	NOTE 5 – NOTES PAYABLE On March 26, 2021, the Company entered into a securities purchase agreement with Leonite Capital LLC (“Leonite”) pursuant to which the Company agreed to issue to the Investor an 8% Convertible Promissory Note, dated March 26, 2021, in the principal amount of $568,182. The note was funded by the Investor on March 26, 2021, and on such date pursuant to the securities purchase agreement, the Company reimbursed the Investor for expenses for legal fees and due diligence of $2,000. The securities purchase agreement includes customary representations, warranties and covenants by the Company and customary closing conditions. The note matures 12 months after the date of the note on March 26, 2022. The note is convertible into shares of the Company’s common stock beginning on the date which is 180 days from the date of the note, at a conversion price equal to 65% multiplied by the lowest closing bid price during the 20 trading day period ending on the last complete trading day prior to the date of conversion; provided, however, that the Investor may not convert the note to the extent that such conversion would result in the Investor’s beneficial ownership of the Company’s common stock being in excess of 4.99% of the Company’s issued and outstanding common stock. The beneficial ownership limitation may not be waived by the Investor. The note carries a prepayment penalty if the note is paid off in 30, 60, 90, 120, 150, or 180 days following the note date. The prepayment penalty is based on the then-outstanding principal at the time of payoff, plus accrued and unpaid interest, multiplied by 112%, 115%, 118%, 125%, 130%, and 135% respectively. After the expiration of 180 days following the issue date, the Company shall have no right of prepayment. The financing required the Company to issue 65,000 shares of common stock to Leonite (see Note 9). On April 21, 2021, the Company entered into a securities purchase agreement (the “GS Capital SPA”) with GS Capital Partners, LLC, a New York limited liability company, pursuant to which the Company agreed to issue to the investor a 5% Convertible Redeemable Promissory Note (the “GS Capital Note”), dated April 21, 2021, in the principal amount of $85,750. The GS Capital Note included a $8,000 original issue discount, and was funded by the investor on April 22, 2021, and on such date pursuant to the GS Capital SPA, the Company reimbursed the investor for legal fees of $3,750, receiving net funding of $74,000. The GS Capital SPA includes customary representations, warranties and covenants by the Company and customary closing conditions. The GS Capital Note matures 12 months after the date of the note on April 21, 2022. The note is convertible into shares of the Company’s common stock at any time at a conversion price equal to 65% multiplied by the lowest closing bid price during the 20 trading day period prior to the date of conversion (and including the conversion date); provided, however, that the investor may not convert the note to the extent that such conversion would result in the investor’s beneficial ownership of the Company’s common stock being in excess of 4.99% of the Company’s issued and outstanding common stock. The note carries a prepayment penalty if it is paid off in 180 days following the note date. The prepayment penalty is based on the then-outstanding principal at the time of payoff, plus accrued and unpaid interest, multiplied by 105% if prepaid within 60 days, 120% if prepaid from 61 days-120 days, and 125% if prepaid between 121 days-180 days of issuance. After the expiration of 180 days, the Company shall have no right of prepayment. On May 4, 2021, the Company entered into a securities purchase agreement with Metrospaces, Inc., a Florida corporation, pursuant to which the Company agreed to issue to the investor a 5% Convertible Redeemable Note, dated April 4, 2021, in the principal amount of $50,000. The note was funded by the investor on May 4, 2021, with the Company receiving funding of $50,000. The securities purchase agreement includes customary representations, warranties and covenants by the Company and customary closing conditions. The note matures 12 months after the date of the note on May 4, 2022. The note is convertible into shares of the Company’s common stock at any time at a conversion price equal to 65% multiplied by the lowest closing price during the 20 trading day period prior to the date of conversion (and including the conversion date); provided, however, that the investor may not convert the note to the extent that such conversion would result in the investor’s beneficial ownership of the Company’s common stock being in excess of 9.9% of the Company’s issued and outstanding common stock. The note carries a prepayment penalty if it is paid off in 180 days following the note date. The prepayment penalty is based on the then-outstanding principal at the time of payoff, plus accrued and unpaid interest, multiplied by 115% if prepaid within 60 days, 120% if prepaid from 61 days-120 days, and 125% if prepaid between 121 days-180 days of issuance. After the expiration of 180 days, the Company shall have no right of prepayment. On August 13, 2021, the Company entered into a securities purchase agreement with Geneva Roth Remark Holdings, Inc., a New York corporation, pursuant to which the Company agreed to issue to the investor a Convertible Note, dated August 13, 2021, in the principal amount of $250,375. The Note included a $25,375 original issue discount and was funded by the investor on August 13, 2021, with the Company receiving funding of $225,000. The note carries a one-time interest charge of 10% of $25,037. The note has mandatory monthly payments of $27,541 starting on September 30, 2021 until the note is paid in full. The securities purchase agreement includes customary representations, warranties and covenants by the Company and customary closing conditions. The note matures 12 months after the date of the note on August 13, 2022. The note is convertible into shares of the Company’s common stock at any time at a conversion price equal to 75% multiplied by the lowest closing price during the previous trading day period prior to the date of conversion (and including the conversion date); provided, however, that the investor may not convert the note to the extent that such conversion would result in the investor’s beneficial ownership of the Company’s common stock being in excess of 4.99% of the Company’s issued and outstanding common stock. The Company made the first note payment on $27,541 prior to September 30, 2021. Effective October 5, 2021, the Company entered into a securities purchase agreement with Jefferson Street Capital, LLC, a New Jersey limited liability company, pursuant to which the Company agreed to issue to the investor a 10% Convertible Redeemable Note, dated October 5, 2021, in the principal amount of $275,000. The note was funded by the investor on October 5, 2021, with the Company receiving funding of $250,000. The securities purchase agreement includes customary representations, warranties and covenants by the Company and customary closing conditions. The note matures on August 20, 2022. The Company must begin making monthly payments in February 2022 and March 2022 of $6,000, then five payments of $58,100 from April through August 2022. The note is convertible into shares of the Company’s common stock at any time at a conversion price equal to 75% multiplied by the lowest closing price during the 10 trading day period prior to the date of conversion (and including the conversion date); provided, however, that the investor may not convert the note to the extent that such conversion would result in the investor’s beneficial ownership of the Company’s common stock being in excess of 9.9% of the Company’s issued and outstanding common stock. Effective October 19, 2021, the Company entered into a securities purchase agreement with Sixth Street Lending, LLC, a Virginia limited liability company, pursuant to which the Company agreed to issue to the investor a 5% Convertible Redeemable Note, dated October 19, 2021, in the principal amount of $87,500. The note was funded by the investor on October 19, 2021, with the Company receiving funding of $85,000. The securities purchase agreement includes customary representations, warranties and covenants by the Company and customary closing conditions. The note matures 12 months after the date of the note on October 19, 2022. The note is convertible into shares of the Company’s common stock at any time at a conversion price equal to 65% multiplied by the lowest closing price during the 20 trading day period prior to the date of conversion (and including the conversion date); provided, however, that the investor may not convert the note to the extent that such conversion would result in the investor’s beneficial ownership of the Company’s common stock being in excess of 9.9% of the Company’s issued and outstanding common stock.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	3 Months Ended
	Mar. 31, 2022
RELATED PARTY TRANSACTIONS
Note 6 - Related Party Transactions	NOTE 6 – RELATED PARTY TRANSACTIONS All related party transactions are recorded at the exchange amount which is the value established and agreed to by the related party. Mr. William Alessi, CEO, is the Principal Executive Officer and director of the Company. The JanBella Group is an entity controlled by Mr. Alessi. Chris Chumas is a director and a minority shareholder of the Company. On or about July 22, 2019, the Company purchased shares of its Class A Preferred Shares from the following persons: Class A Name Preferred Shares Consideration William Alessi 12,000,000 $ 200,000 (1) Chris Chumas 6,000,000 $ 100,000 (1) ____________ (1) Payment for the preferred shares was in the form of notes. The notes bear interest at 8% per year, are due and payable on October31, 2022, and are unsecured. The following table presents principal amounts due, and common and preferred shares held by William Alessi, Chris Chumas and S. Mark Spoone as of March 31, 2022: Interest Common Shares Preferred Shares Name Principal rate # # Chris Chumas $ 100,000 10 % 7,000,000 nil William Alessi 200,000 10 % 6,971,050 (1) nil JanBella Group (2) 110,000 10 % nil nil Total $ 410,000 (1) (2) See Part II – Unregistered Sales of Equity Securities and Use of Proceeds regarding the sale of unregistered securities and use of proceeds.

DERIVATIVE LIABILITIES

DERIVATIVE LIABILITIES	3 Months Ended
	Mar. 31, 2022
DERIVATIVE LIABILITIES
Note 7 - Derivative Liabilities	NOTE 7 – DERIVATIVE LIABILITIES The Company analyzed the conversion option for derivative accounting consideration under ASC 815, Derivatives and Hedging, and hedging, and determined that the instrument should be classified as a liability since the conversion option becomes effective at issuance resulting in there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options. The Company determined our derivative liabilities to be a Level 3 fair value measurement and used the Black-Scholes pricing model to calculate the fair value as of September 30, 2021. The Black-Scholes model requires six basic data inputs: the exercise or strike price, time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each convertible note is estimated using the Black-Scholes valuation model. For the three months ended March 31, 2022, the assumptions utilized in estimating fair values of the liabilities measured on a recurring basis are as follows: Nine months ended September 30, 2021 Expected term 1.00 years Expected average volatility 385.7 % Expected dividend yield - Risk-free interest rate 7.00 % The fair value measurements of the derivative liabilities at March 31, 2022 are summarized: Total Level 1 Level 2 Level 3 $ 2,197,356 $ - $ - $ 2,197,356 The fair value measurements of the derivative liabilities at December 31, 2021 are summarized: Total Level 1 Level 2 Level 3 $ 3,220,927 $ - $ - $ 3,220,927

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Mar. 31, 2022
COMMITMENTS AND CONTINGENCIES
Note 8 - Commitments And Contingencies	NOTE 8 – COMMITMENTS AND CONTINGENCIES Legal Matters The Company is subject, from time to time, to claims by third parties under various legal disputes. The defense of such claims, or any adverse outcome relating to any such claims, could have a material adverse effect on the Company’s liquidity, financial condition and cash flows. As of May 16, 2022, the Company did not have any legal actions pending against it. Commitments None

CAPITAL STOCK

CAPITAL STOCK	3 Months Ended
	Mar. 31, 2022
CAPITAL STOCK
Note 9 - Capital Stock	NOTE 9 – CAPITAL STOCK On March 15, 2021, the Company issued 30,000 shares of common stock to a consultant for services. On March 23, 2021, the Company issued 17,405 shares of common stock to DGF Services, Inc. for a conversion of $77,952 in convertible debt. See Note 5. On March 25, 2021, the Company issued 65,000 shares of common stock to Leonite in conjunction with financing. See Note 5. On June 16, 2021, the Company issued 166,400 shares of common stock to two investors under the S-1 registration at $1.25 per share for a total of $208,000 in cash. On July 26, 2021, the Company issued 60,000 shares of common stock to one investor under the S-1 registration at $1.25 per share for a total of $75,000 in cash. On July 30, 2021, an investor (the “ Investor On July 30, 2021, the investor holding 500,000 shares of Series B-2 Preferred Stock converted these shares into 833,333 common shares according to the conversion rights. On August 27, 2021, two warrant holders exercised cashless warrants. The Company issued 8,808 shares of common stock in relation to these warrants being exercised. On October 27, 2021, the Company issued 52,848 shares of common stock to GS Capital, LLC for a conversion of $11,027 in convertible debt. On November 17, 2021, the Company issued 83,043 shares of common stock to GS Capital, LLC for a conversion of $8,745 in convertible debt. On December 13, 2021, the Company issued 224,964 shares of common stock to GS Capital, LLC for a conversion of $8,774 in convertible debt. On January 27, 2022, the Company issued 242,377 shares of common stock to GS Capital, LLC for a conversion of $8,823 in convertible debt. On February 24, 2022, the Company issued 360,577 shares of common stock to Geneva Roth Rewards Holdings, Inc. for a conversion of $15,000 in convertible debt. On March 11, 2022, the Company issued 434,782 shares of common stock to Geneva Roth Rewards Holdings, Inc. for a conversion of $15,000 in convertible debt. On March 17, 2022, the Company issued 448,604 shares of common stock to GS Capital, LLC for a conversion of $13,063 in convertible debt. On March 22, 2022, the Company issued 1,200,000 shares of common stock to Leonite Capital, LLC for a conversion of $32,409 in convertible debt. On March 22, 2022, the Company issued 1,220,290 shares of common stock to Geneva Roth Rewards Holdings, Inc. for a conversion of $42,100 in convertible debt. See Part II – Unregistered Sales of Equity Securities and Use of Proceeds regarding the sale of unregistered securities and use of proceeds.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2022
SUBSEQUENT EVENTS
Note 13- Subsequent Events	NOTE 10 – SUBSEQUENT EVENTS Management has evaluated subsequent events, in accordance with FASB ASC Topic 855, “Subsequent Events,” through the date which the financial statements were available to be issued and there are no material subsequent events except as noted below. On March 8, 2022, the Company entered into a Plan and Agreement of Merger (the “PXS Merger Agreement”) with Petro X Solutions, Inc. (“PXS”), a Wyoming corporation, pursuant to which a wholly-owned subsidiary of the Company will merge (the “PXS Merger”) with and into PXS, with PXS becoming our wholly-owned subsidiary as a result of the PXS Merger. Pursuant to the PXS Merger Agreement, an aggregate of 100,000,000 shares of Company common stock will be issued to the shareholders of PXS (the “PXS Shareholders”) in the PXS Merger. The PXS Merger closing is to occur upon the satisfaction of several conditions, including (i) customary closing conditions, including the receipt of necessary approval from each of the Company and PXS, the accuracy of the representations and warranties of the other party, performance by the other party of its obligations under the PXS Merger Agreement, and the absence of any material adverse changes in the condition of the other party, and (ii) the reformation of promissory notes payable to our current management. On March 14, 2022, the Company entered into another Plan and Agreement of Merger dated March 9, 2022 (the "Restoration Merger Agreement"), with Restoration Artechs, Inc. ("Restoration"), a California corporation, pursuant to which a wholly-owned subsidiary of the Company will merge (the "Restoration Merger") with and into Restoration, with Restoration becoming our wholly-owned subsidiary as a result of the Restoration Merger. Pursuant to the Restoration Merger Agreement, 25,000,000 shares of Company common stock will be issued to the shareholder of Restoration in the Restoration Merger. The Restoration Merger closing is to occur upon the satisfaction of several conditions, including (i) customary closing conditions, including the receipt of necessary approval from each of the Company and Restoration, the accuracy of the representations and warranties of the other party, performance by the other party of its obligations under the Restoration Merger Agreement, and the absence of any material adverse changes in the condition of the other party, and (ii) the reformation of promissory notes payable to our current management. On May 11, 2022, the Company and PXS closed the PXS Merger, PXS became a wholly-owned subsidiary of the Company, and 100,000,000 shares of common stock were authorized for issuance to the PXS Shareholders pursuant to the PXS Merger Agreement. 20,000,000 of such shares were issued to the PXS Shareholders, and the balance of the 100,000,000 issuable shares will be issued in the future. There occurred a change in control of the Company as a result of the PXS merger.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis Of Presentation	The Company follows the accrual basis of accounting in accordance with generally accepted accounting principles in the United States of America and has a year-end of December 31 st Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company’s system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented.
Principles of Consolidation	The accompanying consolidated financial statements include the accounts of Good Hemp, Inc. and its wholly owned subsidiary, Diamond Creek Group, LLC, and its controlling interest subsidiary, Good Hemp Wellness, LLC. (collectively, the “Company”). All intercompany accounts have been eliminated upon consolidation.
Condensed Financial Statements	The unaudited condensed financial statements of the Company for the three month periods ended March 31, 2022 and 2021 have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Regulation S-K. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. However, such information reflects all adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of management, necessary for the fair presentation of the financial position and the results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full fiscal year. The balance sheet information as of December 31, 2021 was derived from the audited financial statements included in the Company’s financial statements as of and for the year ended December 31, 2021 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on April 25, 2022. These unaudited condensed financial statements should be read in conjunction with that report.
Use Of Estimates	The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the recoverability of long-lived assets and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
Impairment Of Long-lived Assets	Long-lived assets and certain identifiable intangible assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. Measurement of an impairment loss for long-lived assets and certain identifiable intangible assets that management expects to hold and use is based on the fair value of the asset. Long-lived assets and certain identifiable intangible assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell.
Goodwill and Other Intangible Assets	Goodwill and indefinite-lived intangible assets are not amortized, but are evaluated for impairment annually or when indicators of a potential impairment are present. Our impairment testing of goodwill is performed separately from our impairment testing of indefinite-lived intangibles. The annual evaluation for impairment of goodwill and indefinite-lived intangibles is based on valuation models that incorporate assumptions and internal projections of expected future cash flows and operating plans. We believe such assumptions are also comparable to those that would be used by other marketplace participants. We evaluate a number of factors to determine whether an indefinite life is appropriate, including the competitive environment, market share, brand history, product life cycles, operating plans and the macroeconomic environment of the countries in which the brands are sold. When certain events or changes in operating conditions occur, an impairment assessment is performed and indefinite-lived brands may be adjusted to a determinable life. The cost of intangible assets with determinable useful lives is amortized to reflect the pattern of economic benefits consumed, either on a straight-line or accelerated basis over the estimated periods benefited. Patents, technology and other intangibles with contractual terms are generally amortized over their respective legal or contractual lives. Customer relationships, brands and other non-contractual intangible assets with determinable lives are amortized over periods generally ranging from 5 to 30 years. When certain events or changes in operating conditions occur, an impairment assessment is performed and lives of intangible assets with determinable lives may be adjusted.
Fair Value Of Financial Instruments	The FASB issued ASC 820-10, Fair Value Measurements and Disclosures - Level 1: Quoted prices in active markets for identical assets or liabilities - Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities. - Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Determining which category an asset or liability falls within the hierarchy requires significant judgment. We evaluate our hierarchy disclosures each quarter.
Cash And Cash Equivalents	For purposes of the statement of cash flows, cash equivalents include demand deposits, money market funds, and all highly liquid debt instructions with original maturities of three months or less. The Company places its cash and cash equivalents with financial institutions of high credit worthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits. The Company’s management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.
Inventory	Inventory consisting of raw materials and finished product is stated at the lower of cost (first in, first out method) or net realizable value.
Concentrations And Credit Risk	The Company does not have any financial asset and therefore is not exposed to any credit risks. Cash - The Company places its cash and cash equivalents with financial institutions of high credit worthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits. The Company’s management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.
Accounts Receivable And Allowance For Doubtful Accounts	Trade accounts receivable consists of product sales to customers. Trade accounts receivable are generally due 30 days after issuance of the invoice. Receivables past due more than 120 days are considered delinquent. Delinquent receivables are written off based on specific circumstances of the customer. At March 31, 2022, an allowance was not deemed necessary.
Derivative Financial Instruments	For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company used a Black Scholes valuation model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.
Commitment And Contingencies	The Company follows ASC 450-20, Loss Contingencies, to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. The Company follows ASC 440-10, Commitments, to report accounting for certain commitments.
Net Loss Per Common Share	The Company computes net income or loss per share in accordance with ASC 260 Earnings per Share. Under the provisions of the Earnings per Share Topic ASC, basic net loss per share is computed by dividing the net loss available to common stockholders for the period by the weighted average number of shares of common stock outstanding during the period. The calculation of diluted net loss per share gives effect to common stock equivalents; however, potential common shares are excluded if their effect is anti-dilutive.
Income Taxes	The Company accounts for its income taxes in accordance with ASC 740 Income Taxes, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. A valuation allowance is provided for the amount of deferred tax assets that would otherwise be recorded for income tax benefits primarily relating to operating loss carryforwards as realization cannot be determined to be more likely than not. The statement establishes a more-likely-than-not threshold for recognizing the benefits of tax return positions in the financial statements. Also, the statement implements a process for measuring those tax positions which meet the recognition threshold of being ultimately sustained upon examination by the taxing authorities. There are no uncertain tax positions taken by the Company on its tax returns and the adoption of the statement had no material impact to the Company’s financial statements. The Company files tax returns in the US and states in which it has operations and is subject to taxation. Tax years subsequent to 2014 remain open to examination by U.S. federal and state tax jurisdictions.
Revenue Recognition	Revenue is recognized in accordance with ASC 606. The Company performs the following five steps: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company applies the five-step model to arrangements that meet the definition of a contract under Topic 606, including when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of Topic 606, the Company evaluates the goods or services promised within each contract related performance obligation and assesses whether each promised good or service is distinct. The Company recognizes as revenue, the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. The Company recognizes revenue upon completion of our performance obligations or expiration of the contractual time to use services such as professional service hours purchased in bulk for a given time period.
Recently Issued Accounting Pronouncements	From time to time, new accounting pronouncements are issued by FASB that are adopted by the Company as of the specified effective date. If not discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’s financial statements upon adoption.

INTANGIBLE ASSETS (Tables)

INTANGIBLE ASSETS (Tables)	3 Months Ended
	Mar. 31, 2022
INTANGIBLE ASSETS
Schedule Of Acquisition Price	Purchase Price Allocation Amount Acquisition cost $ 643,000 Assets acquired Cash and cash equivalents 38,635 Accounts receivable 41,611 Property and equipment 97,228 Trademark 100,000 Total assets acquired 277,474 Liabilities assumed Accounts payable and accrued liabilities 77,998 Note payable 20,000 Total liabilities assumed 97,998 463,524 Impairment of goodwill 161,309 Goodwill $ 302,215

RELATED PARTY TRANSACTIONS (Tab

RELATED PARTY TRANSACTIONS (Tables)	3 Months Ended
	Mar. 31, 2022
RELATED PARTY TRANSACTIONS
Schedule Of Summary Purchases Towards Related Party	Class A Name Preferred Shares Consideration William Alessi 12,000,000 $ 200,000 (1) Chris Chumas 6,000,000 $ 100,000 (1) Interest Common Shares Preferred Shares Name Principal rate # # Chris Chumas $ 100,000 10 % 7,000,000 nil William Alessi 200,000 10 % 6,971,050 (1) nil JanBella Group (2) 110,000 10 % nil nil Total $ 410,000

DERIVATIVE LIABILITIES (Tables)

DERIVATIVE LIABILITIES (Tables)	3 Months Ended
	Mar. 31, 2022
DERIVATIVE LIABILITIES
Schedule Of Summary Fair Values Of The Liabilities Measured	Nine months ended September 30, 2021 Expected term 1.00 years Expected average volatility 385.7 % Expected dividend yield - Risk-free interest rate 7.00 %
Schedule Of Summary Fair Value Measurements Of The Derivative Liabilities	The fair value measurements of the derivative liabilities at March 31, 2022 are summarized: Total Level 1 Level 2 Level 3 $ 2,197,356 $ - $ - $ 2,197,356 The fair value measurements of the derivative liabilities at December 31, 2021 are summarized: Total Level 1 Level 2 Level 3 $ 3,220,927 $ - $ - $ 3,220,927

NATURE OF OPERATIONS (Details N

NATURE OF OPERATIONS (Details Narrative) - USD ($)	Dec. 02, 2021	Apr. 02, 2021	Apr. 23, 2021	Jul. 21, 2020	Mar. 30, 2020
Total Purchase Price	$ 643,000	$ 500,000	$ 143,000
Ownership Percentage Towards Common Stock					4.99%
Series B-1 Convertible Preferred Shares [Member]
Ownership Percentage Towards Common Stock				4.99%
Preferred Stock Shares Authorized, Designating Shares				250,000
Conversion Feature Description				Each share of Series B-1 Preferred Stock is convertible into 1.667 shares of Company common stock (subject to a 4.99% beneficial ownership limitation).
Series B-2 Convertible Preferred Shares [Member]
Ownership Percentage Towards Common Stock				4.99%
Preferred Stock Shares Authorized, Designating Shares				750,000
Conversion Feature Description				Each share of Series B-2 Preferred Stock is convertible into a number of shares of Company common stock equal to $1.00 divided by (i) the lesser of $0.60 or 60% of the 14-day average closing price of the Company’s common stock at the time of conversion (the “Market Price”) if the conversion occurs within 6 months of July 21, 2020, or (ii) 60% of the Market Price if the conversion occurs at least 6 months after July 21, 2020 (subject to a 4.99% beneficial ownership limitation)

GOING CONCERN (Details Narrativ

GOING CONCERN (Details Narrative)	3 Months Ended
	Mar. 31, 2022USD ($)
GOING CONCERN
Working Capital Deficit	$ 4,050,576
Net Loss	$ (808,531)

INTANGIBLE ASSETS (Details)

INTANGIBLE ASSETS (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
GOING CONCERN
Acquisition Cost	$ 643,000
Assets Acquired
Cash And Cash Equivalents	38,635
Accounts Receivable	41,611
Property And Equipment	97,228
Trademark	100,000
Total Assets Acquired	277,474
Liabilities Assumed
Accounts Payable And Accrued Liabilities	77,998
Note Payable	20,000
Total Liabilities Assumed	97,998
Assets Acquired And Liabilities Assumed, Net	463,524
Imparement Of Goodwill	161,309
Goodwill	$ 302,215	$ 302,215

INTANGIBLE ASSETS (Details Narr

INTANGIBLE ASSETS (Details Narrative) - USD ($)	Apr. 02, 2021	Apr. 23, 2021	Apr. 30, 2019	Mar. 31, 2022	Feb. 06, 2019
Related Inventory Consideration			$ 32,462
Class A preferred shares total value				$ 12,000
Acquisition Paid Initial Portion Of Purchase Price	$ 500,000	$ 143,000		$ 643,000
S. Mark Spoone [Member] | Class A Preferred Shares [Member]
Preferred Stock Shares Issued For Acquisitions					12,000,000

NOTES PAYABLE (Details Narrativ

NOTES PAYABLE (Details Narrative) - USD ($)	Oct. 05, 2021	Aug. 13, 2021	May 04, 2021	Oct. 19, 2021	Apr. 21, 2021	Mar. 26, 2021	Mar. 30, 2020	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Legal Fees								$ 28,385	$ 0
Ownership Percentage Towards Common Stock							4.99%
Interest Charge								37,626	$ 17,186
Note Payable								$ 19,100		$ 19,100
Securities Purchase Agreement [Member]
Convertible Promissory Note Principal Amount						$ 568,182
Legal Fees						$ 2,000
Shares Issuable Description						The note is convertible into shares of the Company’s common stock beginning on the date which is 180 days from the date of the note, at a conversion price equal to 65% multiplied by the lowest closing bid price during the 20 trading day period ending on the last complete trading day prior to the date of conversion
Ownership Percentage Towards Common Stock						4.99%
Convertible Note Prepayment Description						The note carries a prepayment penalty if the note is paid off in 30, 60, 90, 120, 150, or 180 days following the note date. The prepayment penalty is based on the then-outstanding principal at the time of payoff, plus accrued and unpaid interest, multiplied by 112%, 115%, 118%, 125%, 130%, and 135% respectively. After the expiration of 180 days following the issue date, the Company shall have no right of prepayment.
Interest Rate						8.00%
Maturity Date						Mar. 26, 2022
Common Stock Issuance Of Shares						65,000
Securities Purchase Agreement [Member] | Metrospaces, Inc. [Member]
Convertible Promissory Note Principal Amount			$ 50,000
Shares Issuable Description			The note is convertible into shares of the Company’s common stock at any time at a conversion price equal to 65% multiplied by the lowest closing price during the 20 trading day period prior to the date of conversion (and including the conversion date)
Ownership Percentage Towards Common Stock			9.90%
Convertible Note Prepayment Description			The note carries a prepayment penalty if it is paid off in 180 days following the note date. The prepayment penalty is based on the then-outstanding principal at the time of payoff, plus accrued and unpaid interest, multiplied by 115% if prepaid within 60 days, 120% if prepaid from 61 days-120 days, and 125% if prepaid between 121 days-180 days of issuance. After the expiration of 180 days, the Company shall have no right of prepayment.
Interest Rate			5.00%
Maturity Date			May 4, 2022
Convertible Promissory Note			$ 50,000
Securities Purchase Agreement [Member] | Geneva Roth Remark Holdings, Inc. [Member]
Convertible Promissory Note Principal Amount		$ 250,375
Shares Issuable Description		The note is convertible into shares of the Company’s common stock at any time at a conversion price equal to 75% multiplied by the lowest closing price during the previous trading day period prior to the date of conversion (and including the conversion date)
Ownership Percentage Towards Common Stock		4.99%
Interest Rate		10.00%
Maturity Date		Aug. 13, 2022
Original Issue Discount		$ 25,375
Convertible Promissory Note		225,000
First note payment		27,541
Interest Charge		$ 25,037
Securities Purchase Agreement [Member] | Jefferson Street Capital, LLC [Member]
Convertible Promissory Note Principal Amount	$ 275,000
Shares Issuable Description	The note is convertible into shares of the Company’s common stock at any time at a conversion price equal to 75% multiplied by the lowest closing price during the 10 trading day period prior to the date of conversion (and including the conversion date)
Ownership Percentage Towards Common Stock	9.90%
Interest Rate	10.00%
Maturity Date	Aug. 20, 2022
Convertible Promissory Note	$ 250,000
Note Payable	$ 275,000
Securities Purchase Agreement [Member] | Sixth Street Lending, LLC [Member]
Convertible Promissory Note Principal Amount				$ 87,500
Shares Issuable Description				The note is convertible into shares of the Company’s common stock at any time at a conversion price equal to 65% multiplied by the lowest closing price during the 20 trading day period prior to the date of conversion (and including the conversion date)
Ownership Percentage Towards Common Stock				9.90%
Convertible Note Prepayment Description				The note carries a prepayment penalty if the note is paid off in 180 days following the note date. The prepayment penalty is based on the then-outstanding principal at the time of payoff, plus accrued and unpaid interest, multiplied by 125%. After the expiration of 180 days following the issue date, the Company shall have no right of prepayment
Interest Rate				5.00%
Maturity Date				Oct. 19, 2021
Funding				$ 85,000
Securities Purchase Agreement [Member] | GS Capital Partners, LLC [Member]
Convertible Promissory Note Principal Amount					$ 85,750
Legal Fees					$ 3,750
Shares Issuable Description					The note is convertible into shares of the Company’s common stock at any time at a conversion price equal to 65% multiplied by the lowest closing bid price during the 20 trading day period prior to the date of conversion (and including the conversion date)
Ownership Percentage Towards Common Stock					4.99%
Convertible Note Prepayment Description					The note carries a prepayment penalty if it is paid off in 180 days following the note date. The prepayment penalty is based on the then-outstanding principal at the time of payoff, plus accrued and unpaid interest, multiplied by 105% if prepaid within 60 days, 120% if prepaid from 61 days-120 days, and 125% if prepaid between 121 days-180 days of issuance. After the expiration of 180 days, the Company shall have no right of prepayment.
Interest Rate					5.00%
Maturity Date					Apr. 21, 2022
Principal Amount					$ 74,000
Original Issue Discount					$ 8,000

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details)	Jul. 22, 2019USD ($)shares
William Alessi [Member]
Consideration | $	$ 200,000
William Alessi [Member] | Class A Preferred Shares [Member]
Purchase of preferred stock shares | shares	12,000,000
Chris Chumas [Member]
Consideration | $	$ 100,000
Chris Chumas [Member] | Class A Preferred Shares [Member]
Purchase of preferred stock shares | shares	6,000,000

RELATED PARTY TRANSACTIONS (D_2

RELATED PARTY TRANSACTIONS (Details 1) - USD ($)	Oct. 31, 2022	Mar. 31, 2022
Principal		$ 410,000
Interest rate	8.00%
William Alessi [Member]
Principal		$ 200,000
Interest rate		10.00%
Common shares		6,971,050
Chris Chumas [Member]
Principal		$ 100,000
Common shares		7,000,000
Interest rate		10.00%
JanBella Group [Member]
Principal		$ 110,000
Interest rate		10.00%

RELATED PARTY TRANSACTIONS (D_3

RELATED PARTY TRANSACTIONS (Details Narrative) - shares	Oct. 31, 2022	Mar. 31, 2022
Interest rate	8.00%
Mr. Alessi Trust [Member]
Common stock shares held		6,971,000
Mr. William Alessi [Member]
Common stock shares held		50

DERIVATIVE LIABILITIES (Details

DERIVATIVE LIABILITIES (Details)	3 Months Ended
	Mar. 31, 2022
DERIVATIVE LIABILITIES
Expected term	1 year
Expected average volatility	385.70%
Expected dividend yield	0.00%
Risk-free interest rate	7.00%

DERIVATIVE LIABILITIES (Detai_2

DERIVATIVE LIABILITIES (Details 1) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Total	$ 2,197,356	$ 3,220,927
Level 1 [Member]
Total	0	0
Level 2 [Member]
Total	0	0
Level 3 [Member]
Total	$ 2,197,356	$ 3,220,927

CAPITAL STOCK (Details Narrativ

CAPITAL STOCK (Details Narrative) - USD ($)	Mar. 11, 2022	Dec. 13, 2021	Jul. 30, 2021	Mar. 15, 2021	Mar. 22, 2022	Mar. 17, 2022	Feb. 24, 2022	Jan. 27, 2022	Nov. 17, 2021	Oct. 27, 2021	Mar. 23, 2021	Mar. 31, 2022	Dec. 31, 2021	Aug. 27, 2021	Jul. 26, 2021	Jun. 16, 2021	Mar. 25, 2021
Debt Conversion, Shares											17,405
Debt Conversion, Amount											$ 77,952
Shares Issued For Service Rendered, Shares				30,000
Common Stock Shares Issued												27,712,260	23,805,630
Common Stock Value												$ 27,712	$ 23,806
Investor [Member] | Series B-2 Preferred Shares [Member]
Conversion Of Stock			500,000
Stock Converted Into Common Stock			833,333
Common Stock Shares Issued			250,000
Price Per Share			$ 1
Common Stock Value			$ 250,000
Two Investor [Member] | S-1 registration [Member]
Common Stock Shares Issued																166,400
Price Per Share																$ 1.25
Common Stock Value																$ 208,000
One Investor [Member] | S-1 registration [Member]
Common Stock Shares Issued															60,000
Price Per Share															$ 1.25
Common Stock Value															$ 75,000
Two Warrnat Holder [Member]
Common Stock Shares Issued														8,808
GS Capital, LLC [Member]
Common Share Issued Convertible Debt, Shares		224,964				448,604		242,377	83,043	52,848
Common Share Issued Convertible Debt, Amount		$ 8,774				$ 13,063		$ 8,823	$ 8,745	$ 11,027
Geneva Roth Rewards Holdings [Member]
Common Share Issued Convertible Debt, Shares	434,782				1,220,290		360,577
Common Share Issued Convertible Debt, Amount	$ 15,000				$ 42,100		$ 15,000
Leonite [Member]
Common Stock Issuance Of Shares																	65,000
Common Share Issued Convertible Debt, Shares					1,200,000
Common Share Issued Convertible Debt, Amount					$ 32,409

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - shares	May 11, 2022	Mar. 14, 2022	Mar. 08, 2022
Authorised Common Share Issued	100,000,000
PXS Merger Agreement [Member]
Common Share Issued	20,000,000		100,000,000
Common Share Issuable	100,000,000
Restoration Merger Agreement [Member]
Common Share Issued		25,000,000