Accredited Solutions (ASII) 10-K 17 Jul 23 2022 FY Annual report Financial data

Cover

Cover - USD ($)	12 Months Ended
	Dec. 31, 2022	Jul. 11, 2023	Jun. 30, 2022
Cover [Abstract]
Entity Registrant Name	Accredited Solutions, Inc.
Entity Central Index Key	0001464865
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	true
Entity Current Reporting Status	No
Document Period End Date	Dec. 31, 2022
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2022
Entity Ex Transition Period	false
Entity Common Stock Shares Outstanding		678,796,778
Entity Public Float			$ 339,398
Document Annual Report	true
Document Transition Report	false
Entity File Number	000-54509
Entity Incorporation State Country Code	NV
Entity Tax Identification Number	45-2578051
Entity Interactive Data Current	Yes
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	800
Local Phone Number	947-9197
Auditor Firm Id	6771
Auditor Location	Houston, Texas
Auditor Name	Victor Mokuolu, CPA PLLC

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2022	Dec. 31, 2021
CONSOLIDATED BALANCE SHEETS
Cash	$ 1,418	$ 0
Accounts receivable	51,224	0
Prepaid expenses	2,422	0
Current assets held for sale	266,251	22,172
Total current assets	321,315	22,172
Other assets
Property, plant and equipment, net	86,446	0
Goodwill	302,215	0
Intellectual property	112,000	0
Total assets	814,976	22,172
Current liabilities
Accounts payable	104,939	0
Accrued liabilities	3,751	0
Interest payable	455,825	0
Interest payable to related parties	133,494	0
Notes payable	29,100	0
Convertible notes, net of discounts	529,887	0
Convertible notes to related parties, net of discounts	395,000	0
Derivative liabilities	2,838,278	0
Current liabilities held for sale	200,149	0
Total current liabilities	4,690,423	0
Total liabilities	4,690,423	0
Stockholders' deficit
Preferred stock - Class A - 30,000,000 shares authorized, $0.001 par value, 14,000 and 0 shares issued and outstanding as of December 31, 2022 and 2021, respectively	14	0
Common stock - 750,000,000 shares authorized, $0.001 par value, 339,277,449 and 102,500,000 shares issued and outstanding as of December 31, 2022 and 2021, respectively	339,277	102,500
Additional paid in capital	2,170,342	(80,288)
Accumulated deficit	(6,385,080)	(40)
Total stockholders' deficit	(3,875,447)	22,172
Total liabilities and stockholders' deficit	$ 814,976	$ 22,172

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
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	14,000	0
Preferred Stock, Shares Issued	14,000	0
Common Stock, Shares Par Value	$ 0.001	$ 0.001
Common Stock, Shares Authorized	750,000,000	750,000,000
Common Stock, Shares Outstanding	339,277,449	102,500,000
Common Stock, Shares Issued	339,277,449	102,500,000

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
Net sales	$ 483,036	$ 0
Cost of sales	387,909	0
Gross profit	95,127	0
Operating expenses
General and administrative expenses	275,204	0
Depreciation and amortization expense	26,240	0
Total operating expenses	301,444	0
Operating loss	(206,317)	0
Change in derivative liabilities	2,189,161	0
Interest expense	(783,170)	0
Loan fees	(13,806)	0
Loss on extinguishment of debt	(1,149,267)	0
Loss on impairment of intangible assets	(7,000)	0
Total other income (expense)	235,918	0
Net income (loss) from continuing operations	29,601	0
Net income (loss) from discontinued operations	(61,289)	(30)
Net income (loss)	$ (31,688)	$ (30)
Net loss per share from continuing operations - basic and diluted	$ 0	$ 0
Net loss per share from discontinued operations - basic and diluted	0	0
Net loss per share - basic and diluted	$ 0	$ 0
Weighted average number of common shares - basic and diluted	189,662,591	10,158,356

CONSOLIDATED STATEMENT OF STOCK

CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT (Unaudited) - USD ($)	Total	Common Stock	Additional Paid-In Capital	Retained Earnings (Accumulated Deficit)	Preferred Stock
Balance, shares at Dec. 31, 2020		100,000,000			0
Balance, amount at Dec. 31, 2020	$ 2,202	$ 100,000	$ (97,788)	$ (10)	$ 0
Issuance of common stock for cash, shares		1,000,000			0
Issuance of common stock for cash, amount	10,000	$ 1,000	9,000	0	$ 0
Issuance of common stock for exercise of warrant, shares		1,500,000			0
Issuance of common stock for exercise of warrant, amount	10,000	$ 1,500	8,500	0	$ 0
Net loss for the year	(30)	$ 0	0	(30)	$ 0
Balance, shares at Dec. 31, 2021		102,500,000			0
Balance, amount at Dec. 31, 2021	22,172	$ 102,500	(80,288)	(40)	$ 0
Issuance of common stock for cash, shares		3,000,000			0
Issuance of common stock for cash, amount	120,000	$ 3,000	117,000	0	$ 0
Net loss for the year	(31,688)	$ 0	0	(31,688)	$ 0
Cancellation of common stock, shares		(5,500,000)			0
Cancellation of common stock, amount	0	$ (5,500)	5,500	0	$ 0
Reverse merger acquisition, shares		37,889,368			0
Reverse merger acquisition, amount	(6,226,462)	$ 37,890	89,000	(6,353,352)	$ 0
Conversion of common stock into preferred stock, shares		(33,166,670)			13,000
Conversion of common stock into preferred stock, amount	0	$ (33,167)	33,154	0	$ 13
Issuance of preferred stock for services, shares		0			1,000
Issuance of preferred stock for services, amount	10,778	$ 0	10,777	0	$ 1
Issuance of common stock for conversion of note payable, shares		219,554,751
Issuance of common stock for conversion of note payable, amount	2,264,308	$ 219,554	2,044,754	0	$ 0
Issuance of common stock for sponsorship agreement, shares		15,000,000			0
Issuance of common stock for sponsorship agreement, amount	21,000	$ 15,000	6,000	0	$ 0
Warrants issued for commitment fee	(55,555)	$ 0	(55,555)	0	$ 0
Balance, shares at Dec. 31, 2022		339,277,449			14,000
Balance, amount at Dec. 31, 2022	$ (3,875,447)	$ 339,277	$ 2,170,342	$ (6,385,080)	$ 14

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Cash flows from operating activities:
Net loss	$ 31,688	$ 30
Net loss from discontinued operations	61,289	30
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	26,240	0
Stock-based compensation	10,778	0
Loss on extinguishment of debt	1,149,267	0
Impairment of intangible assets	7,000	0
Gain on derivative liabilities	(2,189,161)	0
Changes in operating assets and liabilities:
Accounts receivable	(47,678)	0
Prepaid expenses	44,713	0
Accounts payable	23,559	0
Accrued liabilities	(1,636)	0
Interest payable	782,182	0
Interest payable to related parties	22,438	0
Operating cash flows from discontinued operations	(90,829)	(30)
Net cash used in operating activities	(233,526)	(30)
Cash flows from investing activities:
Net funds received with acquisition of subsidiary	14,334	0
Net cash flows from investing activities	14,334	0
Cash flows from financing activities:
Proceeds from convertible notes payable, net of discounts	125,000	0
Financing activities of discontinued operations	110,000	20,000
Net cash provided by financing activities	235,000	20,000
Net change in cash	15,808	19,970
Cash and cash equivalents - beginning of period	20,160	190
Cash and cash equivalents - end of period	35,968	20,160
Cash and cash equivalents of discontinued operations	(34,550)	(20,160)
Cash and cash equivalents - end of period	1,418	0
Supplemental disclosures of cash flow information:
Cash paid for interest	0	0
Cash paid for income taxes	883	0
Supplemental non-cash information
Conversion of common stock into preferred stock	33,167	0
Spire sponsorship agreement for common stock	21,000	0
Conversion of notes payable into common stock	$ 1,115,043	$ 0

NATURE OF OPERATIONS

NATURE OF OPERATIONS	12 Months Ended
	Dec. 31, 2022
NATURE OF OPERATIONS
NATURE OF OPERATIONS	NOTE 1 – NATURE OF OPERATIONS Accredited Solutions, Inc. (the “Company” or “Accredited”), formerly known as Keyser Resources, Inc., Lone Star Gold, Inc. and Good Hemp, 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 12, 2019, the Company’s corporate name changed to Good Hemp, Inc. 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. Effective May 11, 2022, the Company completed a Plan and Agreement of Merger (the “PXS Merger Agreement”) with Petro X Solutions, Inc., a Wyoming corporation (“PXS”), with PXS becoming our wholly-owned subsidiary as a result of the PXS Merger. Pursuant to the PXS Merger Agreement, as amended, an aggregate of 120,000,000 shares of Company common stock were issued to the shareholders of PXS in the PXS Merger. PXS markets competitively-priced, environmentally-friendly products that are designed to work as well as or better than their toxic competitors. Effective June 1, 2023, the PXS Merger was rescinded, such that all securities issued by the Company in connection with the PXS Merger were cancelled and the ownership of PXS returned to its prior owners. PXS is being treated as discontinued operations in the consolidated financial statements. The Company’s operations are centered on those of Diamond Creek Group and its bottled water products.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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 31st. 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. 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. Consolidation The financial statements include the financial statements of the Company and its’ wholly-owned subsidiaries Diamond Creek Group, LLC, Good Hemp Wellness, LLC and Petro X Solutions, Inc. Good Hemp Wellness, LLC was discontinued during 2021. Petro X Solutions, Inc. was discontinued during 2023. All intercompany transactions have been eliminated in consolidation. 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. 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 At December 31, 2022, all the Company’s receivables were with three customers. Sales to these three customers comprised 68% of the Company's sales during the year ended December 31, 2022. 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 December 31, 2022 and 2021, 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 Income (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 income (loss) per share is computed by dividing the net income (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 income (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 2018 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	12 Months Ended
	Dec. 31, 2022
GOING CONCERN
GOING CONCERN	NOTE 3 – GOING CONCERN The accompanying consolidated financial statements have been prepared using generally accepted in the United States of American applicable to a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has recurring losses, an accumulated deficit and a working capital deficiency. As reflected in the financial statements, the Company had a working capital deficit of $4,369,108 at December 31, 2022, had a net loss of $31,688 for the year ended December 31, 2022, and cash used in operating activities of $233,526 for the year ended December 31, 2022. 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 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.

ACQUISITION OF PETRO X SOLTUION

ACQUISITION OF PETRO X SOLTUIONS, INC.	12 Months Ended
	Dec. 31, 2022
ACQUISITION OF PETRO X SOLTUIONS, INC.
ACQUISITION OF PETRO X SOLTUIONS, INC	NOTE 4 – ACQUISITION OF PETRO X SOLTUIONS, INC. Effective May 11, 2022, the Company consummated a plan and agreement of merger (the “Merger Agreement”) with Petro X Solutions, Inc., a Wyoming corporation (“PXS”), pursuant to which PXS became a wholly-owned subsidiary of the Company. Pursuant to the Merger Agreement, the Company issued 100,000,000 shares of its common stock to the shareholders of PXS and four persons were added to the Company’s Board of Directors. Pursuant to the Merger Agreement, the Company’s four new directors were issued a total of 81,083,333 shares of Company common stock. Thus, a change in control of the Company occurred in connection with the Merger Agreement. Due to the effects of the “reverse merger” acquisition of PXS occurring effective May 11, 2022, in accordance with ASC 805 Business Combinations, the presentation of the financial statements represents the continuation of PXS, the accounting acquirer, except for the legal capital structure. Historical shareholders’ equity of the Company, the accounting acquiree, has been adjusted to reflect the recapitalization. Retained earnings (deficit) of PXS, the accounting acquirer have been carried forward after the acquisition and operations prior to the merger are those of PXS, the accounting acquirer. Earnings per share for periods prior to the merger have been adjusted to reflect the recapitalization.

RESCISSION OF ACQUISITION OF PE

RESCISSION OF ACQUISITION OF PETRO X SOLUTIONS, INC.	12 Months Ended
	Dec. 31, 2022
RESCISSION OF ACQUISITION OF PETRO X SOLUTIONS, INC.
RESCISSION OF ACQUISITION OF PETRO X SOLUTIONS, INC.	NOTE 5 – RESCISSION OF ACQUISITION OF PETRO X SOLUTIONS, INC. Effective May 11, 2022, the Company completed a Plan and Agreement of Merger (the Merger Agreement) with PXS, with PXS becoming the Company’s wholly-owned subsidiary as a result of the PXS Merger. Pursuant to the Merger Agreement, an aggregate of 100,000,000 shares of Company common stock were issued to the shareholders of PXS in the PXS Merger. PXS markets competitively-priced, environmentally-friendly products that are designed to work as well as or better than their toxic competitors. Effective June 1, 2023, the PXS Merger was rescinded, such that all securities issued by the Company in connection with the PXS Merger were cancelled and the ownership of PXS returned to its prior owners. PXS is being treated as discontinued operations in the consolidated financial statements. Accordingly, (1) the Company’s Consolidated Balance Sheet as of December 31, 2022, reports the Company and PXS on a consolidated basis, (2) the Company’s Consolidated Balance Sheet as of December 31, 2021, reports the Company as it existed prior to its acquisition of PXS, (3) the Company’s Consolidated Statement of Stockholders’ Deficit for December 31, 2021, reflects the Company as it existed prior to its acquisition of PXS, and for December 31, 2022 reflects an adjustment for the reverse merger (recapitalization) between the Company and PXS, (4) the Company’s Consolidated Statement of Operations and Consolidated Statement of Cash Flows for the year ended December 31, 2022, reports the Company and PXS on a consolidated basis, and (5), the Company’s Consolidated Statement of Operations and Consolidated Statement of Cash Flows for the year ended December 31, 2021, report historical information of PXS.

INTANGIBLE ASSETS

INTANGIBLE ASSETS	12 Months Ended
	Dec. 31, 2022
INTANGIBLE ASSETS
INTANGIBLE ASSETS	NOTE 6 – INTANGIBLE ASSETS On February 6, 2019, the Company, entered into an Intellectual Property Purchase 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 December 31, 2022 and 2021, the Company had not attributed any value to the acquired trademarks. Effective February 28, 2020, the Company entered into a Branding Agreement (the “Branding Agreement”) with Spire Holdings, LLC (“Spire Holdings”), pursuant to which the Company would immediately issue Spire Holdings 6,000,000 shares of the Company’s common stock (the “Spire Shares”), and Spire Holdings would provide the Company (i) 7 primary NASCAR Cup Series No. 77 entry automobile, team and drivers (“Car”) sponsorships, and (ii) 25 associate or secondary sponsorships in connection with the Car, subject to NASCAR and network television approval. Pursuant to the Branding Agreement, Spire has some antidilution protection and piggyback registration rights with respect to the Spire Shares. On February 10, 2021, the Company and Spire Holdings entered into an Amendment to Branding Agreement amending the sponsorship dates to be during the 2021-2022 NASCAR Cup Series racing seasons instead of the 2020-2021 racing season. 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. During 2021, a major customer chose not to continue purchasing products from Diamond Creek. The Company evaluated goodwill and determined that it was impaired by $161,309. The determination was based upon the loss of a major customer of Diamond Creek, with the resulting decline in revenues. 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 On December 31, 2022 the Company impaired the Good Hemp-related assets by $7,000, based on evaluation of these assets by management. In February 2023, the Company sold all of its Good Hemp-related assets to JanBella Group, LLC, a company controlled by the Company’s current controlling shareholder, William Alessi (then, a third-party). In consideration of such assets, Mr. Alessi forgave $5,000 of indebtedness of the Company.

NOTES PAYABLE

NOTES PAYABLE	12 Months Ended
	Dec. 31, 2022
NOTES PAYABLE
NOTES PAYABLE	NOTE 7 – NOTES PAYABLE On February 4, 2021, the Company entered into a securities purchase agreement with Power Up Lending Group pursuant to which the Company agreed to issue to the Investor an 8% Convertible Promissory Note, dated February 4, 2021, in the principal amount of $127,000. The note was funded by the Investor on February 4, 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 February 4, 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. On August 2, 2021, the Company paid the note, accrued interest and prepayment penalty in full. On February 16, 2021, the Company entered into a securities purchase agreement with Power Up Lending Group pursuant to which the Company agreed to issue to the Investor an 8% Convertible Promissory Note, dated February 16, 2021, in the principal amount of $78,750. The note was funded by the Investor on February 16, 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 February 16, 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. On August 11, 2021, the Company paid the note, accrued interest and prepayment penalty in full. Effective February 16, 2021, the Company entered into a securities purchase agreement with AES Capital Management, LLC, pursuant to which the Company agreed to issue to an 8% Convertible Redeemable Promissory Note (“AES Note”) in the principal amount of $78,750. The AES Note was funded by the investor on February 16, 2021, and on such date pursuant to AES Note, the Company reimbursed the investor for loan fees of $3,750, receiving net funding of $75,000. On August 26, 2021, the Company paid the note, accrued interest and prepayment penalty in full. 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. This note is in default so default interest of 24.0% is in place along with penalties. As of December 31, 2022, the outstanding balance of this note was $368,687 and accrued interest and penalties was $307,494. 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 October 27, 2021, the Company issued 52,848 shares of common stock for the conversion of principal and interest of $11,027. On November 17, 2021, the Company issued 83,043 shares of common stock for the conversion of principal and interest of $8,745. On December 13, 2021, the Company issued 224,964 shares of common stock for the conversion of principal and interest of $8,774. During the fiscal year ending December 31, 2022, the Company issued 5,076,422 shares of common stock for the conversion of principal and interest of $171,547. As of December 31, 2022, the outstanding balance of this note was $0. On April 20, 2021, the Company entered into a securities purchase agreement (the “Power Up SPA”) with Power Up Lending Group Ltd., a Virginia corporation, pursuant to which the Company agreed to issue to the investor a 5% Convertible Promissory Note (the “Power Up Note”), dated April 20, 2021, in the principal amount of $82,000. The Power Up Note was funded by the investor on April 23, 2021, and on such date pursuant to the Power Up SPA, the Company reimbursed the investor for expenses for legal fees and due diligence of $2,000, receiving net funding of $80,000. The Power Up SPA includes customary representations, warranties and covenants by the Company and customary closing conditions. The Power Up Note matures 12 months after the date of the Power Up Note on April 20, 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 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. On October 20, 2021, the Company paid the note, accrued interest and prepayment penalty in full. 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. During the fiscal year ending December 31, 2022, the Company issued 9,873,605 shares of common stock for the conversion of principal and interest of $71,302. This note is in default so default interest of 24.0% is in place. As of December 31, 2022, the outstanding balance of this note was $31,950 and accrued interest was $17,923. 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. However, the Company has not made any of the required payments for October, November and December 2021 as required by the note agreement. During the fiscal year ending December 31, 2022, the Company issued 19,623,819 shares of common stock for the conversion of principal and interest of $628,707. As of December 31, 2022, the outstanding balance of this note was $0. On October 5, 2021, the Company entered into a securities purchase agreement (the “Jefferson SPA”) 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 Promissory Note (the “Jefferson Note”), dated October 5, 2021, in the principal amount of $275,000. The Jefferson Note included a $25,000 original issue discount, and was funded by the investor on October 13, 2021, and on such date pursuant to the Jefferson Note, the Company reimbursed the investor for loan fees of $20,000, receiving net funding of $230,000. The Jefferson SPA includes customary representations, warranties and covenants by the Company and customary closing conditions. The Jefferson Note matures on August 20, 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 bid 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 4.99% of the Company’s issued and outstanding common stock. During the fiscal year ending December 31, 2022, the Company issued 67,718,082 shares of common stock for the conversion of principal and interest of $732,092. This note is in default so default interest of 24.0% is in place along with penalties. As of December 31, 2020, the outstanding balance of this note was $0 and accrued interest and penalties was $123,572. On October 19, 2021, the Company entered into a securities purchase agreement (the “Sixth Street SPA”) 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 Promissory Note (the “Sixth St Note”), dated October 19, 2021, in the principal amount of $87,500. The Sixth St Note was funded by the investor on October 22, 2021, and on such date pursuant to the Sixth St Note, the Company reimbursed the investor for loan fees of $2,500, receiving net funding of $85,000. The Sixth Street SPA includes customary representations, warranties and covenants by the Company and customary closing conditions. The Sixth St Note matures on October 19, 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 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. During the fiscal year ending December 31, 2022, the Company issued 12,823,439 shares of common stock for the conversion of principal and interest of $357,947. As of December 31, 2022, the outstanding balance of this note was $0. One July 27, 2022, the Company entered into a securities purchase agreement (the “SPA”) with 1800 Diagonal Lending LLC, a Virginia limited partnership (“1800 Diagonal”), pursuant to which the Company agreed to issue to 1800 Diagonal a 9% Promissory Note (the “Note”), dated July 27, 2022, in the principal amount of $129,250. The Note was funded by 1800 Diagonal on August 1, 2022, with the Company receiving funding of $125,000, net of legal fees of $3,000 and a due diligence fee of $1,250. The SPA 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 July 27, 2023. The Company has the right to repay the Note at a premium ranging from 115% to 125% of the face amount. After the 180th day following July 27, 2022, the Company has no right of repayment. The Note is convertible into shares of the Company’s common stock at a conversion price equal to 65% of the market price of the Company’s common stock on the date of conversion, any time after the date that is 180 days after July 27, 2022; provided, however

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	12 Months Ended
	Dec. 31, 2022
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 8 – 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. A payable to a related party of $17,574 to Maurice Bideaux, the Company’s former chief executive officer and director, was forgiven by Mr. Bideaux in 2010. An additional advance from Mr. Bideaux of $38,910 was forgiven by Mr. Bideaux in 2021. Mr. William Alessi is the Company’s former CEO and director of the Company. The JanBella Group is an entity controlled by Mr. Alessi. Chris Chumas is a former director of the Company. On July 18, 2019, the Company issued promissory notes to Mr. Alessi, JanBella Group and Mr. Chumas to evidence the amounts they advanced to the Company. The notes are due on demand, bear interest at 10% per year, and are secured by all of the Company's assets. At the option of the noteholders, the notes may be converted into shares of the Company's common stock. The number of shares which will be issued upon any conversion of the notes will be determined by dividing the principal amount to be converted (plus, at the option of the noteholder, accrued and unpaid interest) by the lower of (i) $0.001 or, (ii) 50% of the lowest bid price during the forty-five consecutive trading day period ending on the trading day immediately prior to the conversion date. On January 29, 2020, the Company issued 7,000,000 shares of its common stock to each of William Alessi and Chris Chumas, respectively, for partial conversion of their promissory notes in the principal amount of $7,000 each, respectively. On October 15, 2021, the Company paid $50,287 to both Mr. Alessi and Mr. Chumas as payments against the promissory notes held by these individuals. At December 31, 2022, the Company owed Mr. Alessi $241,547. At December 31, 2022, the Company owed JanBella Group $148,063. At December 31, 2022, the Company owed Mr. Chumas $138,884. Effective May 11, 2022, the Company consummated a plan and agreement of merger (the Merger Agreement) with PXS, pursuant to which PXS became a wholly-owned subsidiary of the Company. Pursuant to the Merger Agreement, the Company issued 100,000,000 shares of its common stock to the shareholders of PXS and four persons were added to the Company’s Board of Directors. Pursuant to the Merger Agreement, the Company’s four new directors were issued a total of 81,083,333 shares of Company common stock. On October 11, 2022, the Company entered into three separate securities exchange agreements (collectively, the “Exchange Agreements”). Specifically, the Company entered into Exchange Agreements with three of its former officers and directors, (a) Fabian G. Deneault (the “Deneault Agreement”); (b) Eric Newlan (the “Newlan Agreement”); and (c) William E. Sluss (the “Sluss Agreement”). Pursuant to the Exchange Agreements, the Company is to issue a total of 13,000 shares of its Series A Preferred Stock, in exchange for a total of 33,166,670 shares of its Common Stock, as follows: Exchange Agreement Number of Shares of Common Stock Exchanged Number of Shares of Series A Preferred Stock Issued Deneault Agreement 14,083,330 shares 5,500 shares Newlan Agreement 14,083,340 shares 5,500 shares Sluss Agreement 5,000,000 shares 2,000 shares All 33,166,670 shares that were the subject of the Exchange Agreements were cancelled and returned to the status of authorized and unissued. In October 2022, the Company issued 1,000 shares of its Series A Preferred Stock to its Interim CEO, Douglas V. Martin, as a retention bonus. Such shares were valued at $5,000, in the aggregate.

DERIVATIVE LIABILITIES

DERIVATIVE LIABILITIES	12 Months Ended
	Dec. 31, 2022
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES	NOTE 9 – 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 December 31, 2022. 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 year ended December 31, 2022, the assumptions utilized in estimating fair values of the liabilities measured on a recurring basis are as follows: Year Ended December 31, 2022 Expected term 1.00 years Expected average volatility 290.38 % Expected dividend yield - Risk-free interest rate 4.73 % The fair value measurements of the derivative liabilities at December 31, 2022, is summarized: Total Level 1 Level 2 Level 3 $ 2,838,278 $ - $ - $ 2,838,278 The fair value measurements of the derivative liabilities at December 31, 2021 is summarized: Total Level 1 Level 2 Level 3 $ 0 $ - $ - $ 0

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	12 Months Ended
	Dec. 31, 2022
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES	NOTE 10 – 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 December 31, 2022, the Company did not have any legal actions pending against it.

CAPITAL STOCK

CAPITAL STOCK	12 Months Ended
	Dec. 31, 2022
CAPITAL STOCK
CAPITAL STOCK	NOTE 11 – CAPITAL STOCK In April 2022, the Company issued 300,000 shares of common stock to 11 investors for $120,000 in cash. On May 8, 2022, four shareholders surrendered 550,000 shares of common stock that were immediately cancelled by the Company. On May 11, 2022, the Company issued 100,000,000 shares of common stock to shareholders of Petro X Solutions, Inc in a reverse merger. During the fiscal year ended December 31, 2022, the Company issued 14,825,323 shares of common stock to Geneva Roth Reward Holding for conversion of $411,455 in convertible debt. During the fiscal year ended December 31, 2022, the Company issued 63,461,079 shares of common stock to Jefferson Street Capital, LLC for conversion of $565,463 in convertible debt. During the fiscal year ended December 31, 2022, the Company issued 89,489,396 shares of common stock to Leonite Capital, LLC for conversion of $756,656 in convertible debt. During the fiscal year ended December 31, 2022, the Company issued 12,823,439 shares of common stock to Sixth Street Lending, LLC for conversion of $357,947 in convertible debt. During the fiscal year ended December 31, 2022, the Company issued 2,465,469 shares of common stock to GS Capital for conversion of $57,642 in convertible debt. During the fiscal year ended December 31, 2022, the Company issued 9,873,605 shares of common stock to Metrospace for conversion of $71,302 in convertible debt. During the fiscal year ended December 31, 2022, the Company issued 26,616,440 shares of common stock William Alessi for conversion of $43,843 in convertible debt. On October 11, 2022, three shareholders exchanged 33,166,670 shares of common stock for 13,000 shares of series A preferred stock. Also on that day, the Company issued 1,000 shares of series A preferred stock to an individual for services rendered valued at $10,777. On December 5, 2022, the Company issued 15,000,000 shares of common stock per a sponsorship agreement with Spire Motorsports valued at $21,000. See Part II – Unregistered Sales of Equity Securities and Use of Proceeds regarding the sale of unregistered securities and use of proceeds.

WARRANTS

WARRANTS	12 Months Ended
	Dec. 31, 2022
WARRANTS
WARRANTS	NOTE 12 – WARRANTS As a placement agent fee in connection with the Company’s entering into a Standby Equity Commitment Agreement with MacRab, LLC, in August 2022, the Company issued to MacRab, LLC 5,555,555 cashless warrants with an initial exercise price of $0.009 per share.

INCOME TAXES

INCOME TAXES	12 Months Ended
	Dec. 31, 2022
INCOME TAXES
INCOME TAXES	NOTE 13 – INCOME TAXES The company operates in the United States; accordingly, federal and state income taxes have been provided based upon the tax laws and rates of the United States deferred taxes are determined based on the temporary differences between the financial statement and income tax bases of assets and liabilities as measured by the enacted tax rates, which will be in effect when these differences reverse. The Company is subject to United States income taxes at a rate of 21%. The reconciliation of the provision for income taxes at the United States statutory rate compared to the Company’s income tax expense as reported is as follows: December 31, December 31, 2022 2021 Income tax (payable) recovery at statutory rate of 21% $ (6,654) $ (6 ) Valuation allowance change 6,654 6 Provision for income taxes $ - $ -

DISCONTINUED OPERATIONS

DISCONTINUED OPERATIONS	12 Months Ended
	Dec. 31, 2022
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS	NOTE 14 – DISCONTINUED OPERATIONS In May 2023, the Company decided to discontinue operations of its subsidiary, Petro X Solutions (PXS). Effective June 1, 2023, the PXS acquisition was rescinded and it ceased being a subsidiary of the Company. In accordance with the provisions of ASC 205-20, the Company has separately reported the assets and liabilities of the discontinued operations (held for sale) in the consolidated balance sheets and consist of the following: December 31, 2022 December 31, 2021 CURRENT ASSETS OF DISCONTINUED OPERATIONS: Cash and cash equivalents $ 34,550 $ 20,160 Inventories 91 2,012 Prepaid expenses 231,610 - TOTAL CURRENT ASSETS OF DISCONTINUED OPERATIONS $ 266,251 $ 22,172 CURRENT LIABILITIES OF DISCONTINUED OPERATIONS Accounts payable $ 200,149 $ - TOTAL CURRENT LIABILITIES OF DISCONTINUED OPERATIONS $ 200,149 $ - In accordance with the provisions of ASC 205-20, the Company has not included in the results of continuing operations the results of operations of the discontinued operations in the Consolidated Statements of Operations. The results of operations for this entity for the years ended December 31, 2022 and 2021, have been reflected as discontinued operations in the Consolidated Statements of Operations, and consist of the following: Years Ended December 31, 2022 December 31, 2021 Net sales $ 250 $ - Cost of sales 7,329 - Gross profit (7,079 ) - OPERATING EXPENSES OF DISCONTINUED OPERATIONS: General and administrative 54,210 30 54,210 30 OPERATING INCOME (LOSS) OF DISCONTINUED OPERATIONS (61,289 ) (30 ) INCOME (LOSS) BEFORE INCOME TAXES OF DISCONTINUED OPERATIONS (61,289 ) (30 ) Provision for income taxes of discontinued operations - - NET INCOME (LOSS) OF DISCONTINUED OPERATIONS $ (61,289 ) $ (30 ) In accordance with the provisions of ASC 205-20, the Company has separately reported the cash flow activity of the discontinued operations in the Consolidated Statements of Cash Flows. The cash flow activity from discontinued operations for the years ended December 31, 2022 and 2021, have been reflected as discontinued operations in the Consolidated Statements of Cash Flows and consist of the following: Years Ended December 31, 2022 December 31, 2021 DISCONTINUED OPERATING ACTIVITIES Net loss $ (61,289 ) $ (30 ) Changes in operating assets and liabilities: Inventories 1,920 - Prepaid expenses and other current assets (231,610 ) - Accounts payable and accrued liabilities 200,150 - Net cash provided by operating activities of discontinued operations $ (90,829 ) $ (30 ) FINANCING ACTIVITIES OF DISCONTINUED OPERATIONS Issuance of common stock for cash $ 110,000 $ 10,000 Exercise of warrants for common stock - 10,000 Net cash used in financing activities of discontinued operations $ 110,000 $ 20,000

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
	Dec. 31, 2022
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 15 – SUBSEQUENT EVENTS The Company has evaluated all transactions from December 31, 2022, through the financial statement issuance date for subsequent event disclosure consideration and noted no significant subsequent event that needs to be disclosed other than as set forth below. Sale of Good Hemp-Related Assets In February 2023, the Company sold all of its Good Hemp-related to JanBella Group, LLC, a company controlled by the Company’s current controlling shareholder, William Alessi (then, a third-party). In consideration of such assets, Mr. Alessi forgave $5,000 of indebtedness of the Company. In connection with the sale of assets to JanBella Group, LLC, the Company obtained the consent to such asset sale from Leonite Capital, LLC, a secured credited, in consideration of the Company’s agreeing to add $50,000 in additional interest to the balance due under that certain 8% Convertible Promissory Note, dated March 26, 2021, in the original principal amount of $568,182, as amended, issued in favor Leonite Capital, LLC. Change-in-Control Agreements Effective June 1, 2023, there occurred a change in control of the Company. On such date, pursuant to four separate Control Securities Purchase Agreements (collectively, the “Change-in-Control Agreements”), William Alessi acquired all of the outstanding shares of the Company’s Series A Preferred Stock, which securities provide Mr. Alessi voting control of the Company, as follows: Name of Seller Name of Purchaser Securities Purchased Consideration Fabian G. Deneault William Alessi 5,500 Shares of Series A Preferred Stock $10 and other good and valuable consideration, including the delivery of the Mutual Release. William E. Sluss William Alessi 2,000 Shares of Series A Preferred Stock $10 and other good and valuable consideration, including the delivery of the Mutual Release. Eric Newlan William Alessi 5,500 Shares of Series A Preferred Stock $10 and other good and valuable consideration, including the delivery of the Mutual Release. Douglas V. Martin William Alessi 1,000 Shares of Series A Preferred Stock $10 and other good and valuable consideration, including the delivery of the Mutual Release. As a class, the Series A Preferred Stock possesses 66.67% voting power of the Company. In connection with the Change-in-Control Agreements, Eduardo A. Brito was appointed as a Director of the Company. Rescission Agreement On May 31, 2023, the Company” and Petro X Solutions, Inc. (PXS), entered into a Rescission Agreement and Mutual Release (the “Rescission Agreement”). Pursuant to the Rescission Agreement, the Plan and Agreement of Merger dated as of March 8, 2022, and closed May 11, 2022 (the “Merger Agreement”), between the Company and PXS was rescinded. The Rescission Agreement closed June 1, 2023. Under the terms of the Rescission Agreement, all securities of the Company issued to the shareholders of PXS pursuant to the Merger Agreement were cancelled and all of the securities acquired by the Company pursuant to the Merger Agreement were returned to the shareholders of PXS in existence immediately prior to the closing of the Merger Agreement. Following the consummation of the Rescission Agreement, including all related agreements, the only business of the Company was that of its wholly-owned subsidiary, Diamond Creek Group, LLC, which sells the Diamond Creek brand of high alkaline water products. The Rescission Agreement was a condition precedent to the Change-in-Control Agreements. Mutual Release As a condition precedent to the Change-in-Control Agreements, the Company entered into a Mutual Release (the “Mutual Release”) with PXS, William Alessi, Chris Chumas, Fabian G. Deneault, Eric Newlan, William E. Sluss and Douglas V. Martin. In addition, pursuant to the terms of the Mutual Release, the parties released every other party from any all claims now existing and/or future claims. In addition, each of the parties hereby agreed not to disparage any of the other parties, their respective officers, directors, employees, stockholders, agents and affiliates, in any manner likely to be harmful to them or their business, business reputation or personal reputation. Assignment of Spire Motorsports Contract As a condition precedent to the Change-in-Control Agreements, the Company and Spire Motorsports entering an agreement whereby the Motorsports Sponsorship Agreement, including all remaining obligations thereunder in the amount of $200,000, was assigned to PXS. Loans from Related Party Since March 31, 2023, a former officer and director of the Company, Eric Newlan (then an officer and director of the Company) made advances on behalf of the Company in the total amount of $5,500, which amounts were used to pay operating expenses of the Company. The amounts loaned by Mr. Newlan are due on demand and bear no interest. Issuances of Common Stock Subsequent to December 31, 2022, the Company issued 15,000,000 shares of common stock to Spire Motorsports II, LLC, under a Motorsports Sponsorship Agreement dated December 5, 2022, as amended as of March 1, 2023. These shares were valued at $42,000, in the aggregate.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 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 31st. 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.
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.
Consolidation	The financial statements include the financial statements of the Company and its’ wholly-owned subsidiaries Diamond Creek Group, LLC, Good Hemp Wellness, LLC and Petro X Solutions, Inc. Good Hemp Wellness, LLC was discontinued during 2021. Petro X Solutions, Inc. was discontinued during 2023. All intercompany transactions have been eliminated in consolidation.
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.
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	At December 31, 2022, all the Company’s receivables were with three customers. Sales to these three customers comprised 68% of the Company's sales during the year ended December 31, 2022. 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 December 31, 2022 and 2021, 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 Income (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 income (loss) per share is computed by dividing the net income (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 income (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 2018 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)	12 Months Ended
	Dec. 31, 2022
INTANGIBLE ASSETS
Schedule Of Branding Agreement	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)	12 Months Ended
	Dec. 31, 2022
RELATED PARTY TRANSACTIONS
Schedule Of Summary Purchases Towards Related Party	Exchange Agreement Number of Shares of Common Stock Exchanged Number of Shares of Series A Preferred Stock Issued Deneault Agreement 14,083,330 shares 5,500 shares Newlan Agreement 14,083,340 shares 5,500 shares Sluss Agreement 5,000,000 shares 2,000 shares

DERIVATIVE LIABILITIES (Tables)

DERIVATIVE LIABILITIES (Tables)	12 Months Ended
	Dec. 31, 2022
DERIVATIVE LIABILITIES
Schedule Of Summary Fair Values Of The Liabilities Measured	Year Ended December 31, 2022 Expected term 1.00 years Expected average volatility 290.38 % Expected dividend yield - Risk-free interest rate 4.73 %
Schedule Of Summary Fair Value Measurements Of The Derivative Liabilities	Total Level 1 Level 2 Level 3 $ 2,838,278 $ - $ - $ 2,838,278 Total Level 1 Level 2 Level 3 $ 0 $ - $ - $ 0

INCOME TAXES (Tables)

INCOME TAXES (Tables)	12 Months Ended
	Dec. 31, 2022
INCOME TAXES
Reconciliation Of The Provision For Income Taxes	December 31, December 31, 2022 2021 Income tax (payable) recovery at statutory rate of 21% $ (6,654) $ (6 ) Valuation allowance change 6,654 6 Provision for income taxes $ - $ -

DISCONTINUED OPERATIONS (Tables

DISCONTINUED OPERATIONS (Tables)	12 Months Ended
	Dec. 31, 2022
DISCONTINUED OPERATIONS
Schedule of Consolidated Statements of Operations	Years Ended December 31, 2022 December 31, 2021 Net sales $ 250 $ - Cost of sales 7,329 - Gross profit (7,079 ) - OPERATING EXPENSES OF DISCONTINUED OPERATIONS: General and administrative 54,210 30 54,210 30 OPERATING INCOME (LOSS) OF DISCONTINUED OPERATIONS (61,289 ) (30 ) INCOME (LOSS) BEFORE INCOME TAXES OF DISCONTINUED OPERATIONS (61,289 ) (30 ) Provision for income taxes of discontinued operations - - NET INCOME (LOSS) OF DISCONTINUED OPERATIONS $ (61,289 ) $ (30 )
Schedule of Consolidated Statements of Cash Flows	Years Ended December 31, 2022 December 31, 2021 DISCONTINUED OPERATING ACTIVITIES Net loss $ (61,289 ) $ (30 ) Changes in operating assets and liabilities: Inventories 1,920 - Prepaid expenses and other current assets (231,610 ) - Accounts payable and accrued liabilities 200,150 - Net cash provided by operating activities of discontinued operations $ (90,829 ) $ (30 ) FINANCING ACTIVITIES OF DISCONTINUED OPERATIONS Issuance of common stock for cash $ 110,000 $ 10,000 Exercise of warrants for common stock - 10,000 Net cash used in financing activities of discontinued operations $ 110,000 $ 20,000
Schedule of Consolidated Balance Sheets	December 31, 2022 December 31, 2021 CURRENT ASSETS OF DISCONTINUED OPERATIONS: Cash and cash equivalents $ 34,550 $ 20,160 Inventories 91 2,012 Prepaid expenses 231,610 - TOTAL CURRENT ASSETS OF DISCONTINUED OPERATIONS $ 266,251 $ 22,172 CURRENT LIABILITIES OF DISCONTINUED OPERATIONS Accounts payable $ 200,149 $ - TOTAL CURRENT LIABILITIES OF DISCONTINUED OPERATIONS $ 200,149 $ -

NATURE OF OPERATIONS (Details N

NATURE OF OPERATIONS (Details Narrative) - USD ($)			1 Months Ended
	Dec. 02, 2021	Apr. 02, 2021	Apr. 23, 2021	Jul. 21, 2020
Total Purchase Price	$ 643,000	$ 500,000	$ 143,000
Series B-1 Convertible Preferred Shares [Member]
Preferred Stock Shares Authorized, Designating Shares				120,000,000

GOING CONCERN (Details Narrativ

GOING CONCERN (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
GOING CONCERN
Working Capital Deficit	$ 4,369,108
Cash used in operating activities	233,526
Net Loss	$ (31,688)	$ (30)

ACQUISITION OF PETRO X SOLTUI_2

ACQUISITION OF PETRO X SOLTUIONS, INC. (Details Narrative) - shares		1 Months Ended	12 Months Ended
	May 11, 2022	Jul. 21, 2020	Dec. 31, 2022	Dec. 31, 2021
Common Stock Shares Authorized, Designating Shares	100,000,000		5,000
Common stock shares			339,277,449	102,500,000
Series B-1 Convertible Preferred Shares [Member]
Common Stock Shares Authorized, Designating Shares		100,000,000
Merger Agreement [Member]
Common stock shares			81,083,333

RESCISSION OF ACQUISITION OF _2

RESCISSION OF ACQUISITION OF PETRO X SOLUTIONS, INC. (Details Narrative) - shares		1 Months Ended	12 Months Ended
	May 11, 2022	Jul. 21, 2020	Dec. 31, 2022
Common Stock Shares Authorized, Designating Shares	100,000,000		5,000
Series B-1 Convertible Common stock Shares [Member]
Common Stock Shares Authorized, Designating Shares		100,000,000

INTANGIBLE ASSETS (Details)

INTANGIBLE ASSETS (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
INTANGIBLE ASSETS
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	$ 0

INTANGIBLE ASSETS (Details Narr

INTANGIBLE ASSETS (Details Narrative) - USD ($)				1 Months Ended		12 Months Ended
	Apr. 03, 2021	Apr. 02, 2021	Feb. 06, 2019	Apr. 23, 2021	Apr. 30, 2019	Dec. 31, 2022	Dec. 31, 2021	Feb. 28, 2020
Forgave indebtedness						$ 5,000
Impairment of assets						7,000
Related Inventory Consideration					$ 32,462
Shares Issued Upon Agreement								6,000,000
Acquisition Paid Initial Portion Of Purchase Price	$ 643,000	$ 500,000		$ 143,000
Preferred Stock Shares Value			$ 12,000
Preferred Stock Shares Issued For Acquisitions			12,000
Goodwill						302,215	$ 0
Diamond Creek Group LLC [Member]
Goodwill						$ 161,309

NOTES PAYABLE (Details Narrativ

NOTES PAYABLE (Details Narrative) - USD ($)

1 Months Ended

12 Months Ended

Dec. 13, 2021

Oct. 05, 2021

Aug. 13, 2021

May 04, 2021

Feb. 04, 2021

May 10, 2020

Jul. 27, 2022

Apr. 30, 2022

Nov. 17, 2021

Oct. 19, 2021

Apr. 21, 2021

Apr. 20, 2021

Mar. 26, 2021

Feb. 16, 2021

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Legal Fees

$ 80,000

$ 13,806

$ 0

Common Stock Shares Issued Upon Debt Conversion

300,000

Accrued interest

3,751

0

Interest Charge

$ 783,170

$ 0

Jefferson Street Capital, LLC [Member]

Common Stock Shares Issued Upon Debt Conversion

63,461,079

Sixth Street Lending, LLC [Member]

Common Stock Shares Issued Upon Debt Conversion

12,823,439

Securities Purchase Agreement [Member]

Convertible Promissory Note Principal Amount

$ 127,000

$ 568,182

$ 78,750

Legal Fees

$ 2,000

$ 2,000

$ 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

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

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%

4.99%

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.

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 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%

8%

8%

Outstanding balance of notes payable

$ 368,687

Accrued interest

$ 307,494

Common Stock Issuance Of Shares

65,000

Securities Purchase Agreement [Member] | Metrospaces, Inc. [Member]

Convertible Promissory Note Principal Amount

$ 50,000

Common stock, share issued

9,873,605

Interest

$ 71,302

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)

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%

Maturity Date

May 04, 2022

Convertible Promissory Note

$ 50,000

Outstanding balance of notes payable

31,950

Accrued interest

$ 17,923

Securities Purchase Agreement [Member] | Geneva Roth Remark Holdings, Inc. [Member]

Convertible Promissory Note Principal Amount

$ 250,375

Common stock, share issued

19,623,819

Interest

$ 628,707

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%

Maturity Date

Aug. 13, 2022

Convertible Promissory Note

$ 225,000

Outstanding balance of notes payable

$ 0

Original Issue Discount

25,375

Interest Charge

$ 25,037

Securities Purchase Agreement [Member] | Jefferson Street Capital, LLC [Member]

Convertible Promissory Note Principal Amount

$ 275,000

Common stock, share issued

67,718,082

Interest

$ 732,092

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 bid price during the 10 trading day period prior to the date of conversion (and including the conversion date)

Ownership Percentage Towards Common Stock

4.99%

Interest Rate

10%

Convertible Promissory Note

$ 230,000

Outstanding balance of notes payable

$ 0

Accrued interest

123,572

Original Issue Discount

25,000

Loan Fees

$ 20,000

Securities Purchase Agreement [Member] | Sixth Street Lending, LLC [Member]

Convertible Promissory Note Principal Amount

$ 87,500

Common stock, share issued

12,823,439

Interest

$ 357,947

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 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%

Convertible Promissory Note

$ 85,000

Outstanding balance of notes payable

129,250

$ 0

Accrued interest

$ 5,004

Securities Purchase Agreement [Member] | Diagonal Lending LLC [Member]

Convertible Promissory Note Principal Amount

$ 129,250

Shares Issuable Description

The Note is convertible into shares of the Company’s common stock at a conversion price equal to 65% of the market price of the

Ownership Percentage Towards Common Stock

4.99%

Convertible Note Prepayment Description

The Company has the right to repay the Note at a premium ranging from 115% to 125% of the face amount.

Interest Rate

9%

Maturity Date

Jul. 27, 2022

Convertible Promissory Note

$ 125,000

Loan Fees

3,000

Diligence fee

$ 1,250

GS Capital Partners, LLC [Member] | Securities Purchase Agreement [Member]

Convertible Promissory Note Principal Amount

$ 85,750

Common stock, share issued

5,076,422

Interest

$ 171,547

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%

Principal Amount

$ 74,000

Common Stock Shares Issued Upon Debt Conversion

224,964

83,043

Outstanding balance of notes payable

$ 0

Interest Charge

$ 8,774

$ 8,745

Power Up Lending Group [Member] | Securities Purchase Agreement [Member]

Convertible Promissory Note Principal Amount

$ 82,000

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 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%

AES Capital Management, LLC [Member] | Securities Purchase Agreement [Member]

Convertible Promissory Note Principal Amount

$ 78,750

Legal Fees

$ 3,750

Interest Rate

8%

Convertible Promissory Note

$ 75,000

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details)	Dec. 31, 2022 shares
Fabian G Deneault [Member]
Common Shares	14,083,330
Prefered stock shares	5,500
WilliamAlessi [Member]
Common Shares	5,000,000
Prefered stock shares	2,000
Eric Newlan [Member]
Common Shares	14,083,340
Prefered stock shares	5,500

RELATED PARTY TRANSACTIONS (D_2

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)		1 Months Ended	12 Months Ended
	May 11, 2022	Jul. 18, 2019	Dec. 31, 2022	Oct. 31, 2022	Dec. 31, 2021	Oct. 15, 2021	Jan. 29, 2020
Converted Description		The number of shares which will be issued upon any conversion of the notes will be determined by dividing the principal amount to be converted (plus, at the option of the noteholder, accrued and unpaid interest) by the lower of (i) $0.001 or, (ii) 50% of the lowest bid price during the forty-five consecutive trading day period ending on the trading day immediately prior to the conversion date.
Common Stock Shares Cancel			33,166,670
Common Stock Shares Issued			339,277,449		102,500,000
Common Stock Shares Authorized, Designating Shares	100,000,000		5,000
Conversion of common stock into preferred stock, shares			(33,166,670)
Mr. William Alessi [Member]
Common Stock Shares Issued							7,000,000
Principal amount							$ 7,000
Mr. Alessi Trust [Member]
Common Stock Shares Issued			13,000
Amount Paid						$ 50,287
CEO and Director [Member]
Common Stock Shares Issued			81,083,333	1,000
Mr. Alessi [Member]
Balance amount owed to related party			$ 241,547
JanBella Group [Member]
Balance amount owed to related party			148,063
Mr. Chumas [Member]
Balance amount owed to related party			138,884
Maurice Bideaux [Member]
Payable to related party			17,574
Additional advance from related party			$ 38,910

DERIVATIVE LIABILITIES (Details

DERIVATIVE LIABILITIES (Details)	12 Months Ended
	Dec. 31, 2022
DERIVATIVE LIABILITIES
Expected term	1 year
Expected average volatility	290.38%
Expected dividend yield	0%
Risk-free interest rate	4.73%

DERIVATIVE LIABILITIES (Detai_2

DERIVATIVE LIABILITIES (Details 1) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Total	$ 2,838,278	$ 0
Level 1 [Member]
Total	0	0
Level 2 [Member]
Total	0	0
Level 3 [Member]
Total	$ 2,838,278	$ 0

CAPITAL STOCK (Details Narrativ

CAPITAL STOCK (Details Narrative) - USD ($)					1 Months Ended	12 Months Ended
	Dec. 05, 2022	Oct. 11, 2022	May 11, 2022	May 08, 2022	Apr. 30, 2022	Dec. 31, 2022
Shares Issued For Cancelled, Shares				550,000
Shareholder exchanged Common stock, shares		33,166,670
Shares Issued For Service Rendered, value		$ 10,777
Shares Issued For Service Rendered, Shares		1,000
Common Share Issued Convertible Debt, Shares					300,000
Common Share Issued Convertible Debt, Amount					$ 120,000
Series A preferred [Member]
Shareholder exchanged Common stock, shares		13,000
Leonite Capital, LLC [Member]
Common Share Issued Convertible Debt, Shares						89,489,396
Common Share Issued Convertible Debt, Amount						$ 756,656
Petro X Solutions, Inc [Member]
Common Share Issued Convertible Debt, Shares			100,000,000
Jefferson Street Capital, LLC [Member]
Common Share Issued Convertible Debt, Shares						63,461,079
Common Share Issued Convertible Debt, Amount						$ 565,463
Sixth Street Lending, LLC [Member]
Common Share Issued Convertible Debt, Shares						12,823,439
Common Share Issued Convertible Debt, Amount						$ 357,947
GS Capital, LLC [Member]
Common Share Issued Convertible Debt, Shares						2,465,469
Common Share Issued Convertible Debt, Amount						$ 57,642
Spire Motorsports [Member]
Common Share Issued Convertible Debt, Shares	15,000,000
Common Share Issued Convertible Debt, Amount	$ 21,000
Metrospace [Member]
Common Share Issued Convertible Debt, Shares						9,873,605
Common Share Issued Convertible Debt, Amount						$ 71,302
William Alessi [Member]
Common Share Issued Convertible Debt, Shares						26,616,440
Common Share Issued Convertible Debt, Amount						$ 43,843
Geneva Roth Rewards Holdings, Inc
Common Share Issued Convertible Debt, Shares						14,825,323
Common Share Issued Convertible Debt, Amount						$ 411,455

WARRANTS (Details Narrative)

WARRANTS (Details Narrative)	12 Months Ended
	Dec. 31, 2022 $ / shares shares
WARRANTS
Debt Conversion, Shares | shares	5,555,555
Exercise price | $ / shares	$ 0.009

INCOME TAXES (Details)

INCOME TAXES (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
INCOME TAXES
Income Tax (payable) Recovery At Statutory Rate Of 21%	$ (6,654)	$ (6)
Valuation Allowance Change	6,654	6
Provision For Income Taxes	$ 0	$ 0

INCOME TAXES (Details Narrative

INCOME TAXES (Details Narrative)	12 Months Ended
	Dec. 31, 2022
INCOME TAXES
Federal Income Taxes Rate	21%

DISCONTINUED OPERATIONS (Detail

DISCONTINUED OPERATIONS (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
CURRENT ASSETS OF DISCONTINUED OPERATIONS:
Cash and cash equivalents	$ 34,550	$ 20,160
Inventories	91	2,012
Prepaid expenses	231,610	0
TOTAL CURRENT ASSETS OF DISCONTINUED OPERATIONS	266,251	22,172
CURRENT LIABILITIES OF DISCONTINUED OPERATIONS
Accounts payable	200,149	0
TOTAL CURRENT LIABILITIES OF DISCONTINUED OPERATIONS	$ 200,149	$ 0

DISCONTINUED OPERATIONS (Deta_2

DISCONTINUED OPERATIONS (Details 1) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
DISCONTINUED OPERATIONS
Net Sales	$ 250	$ 0
Cost Of Sales	7,329	0
Gross Profit	(7,079)	0
General and administrative	54,210	30
Operating Expense	54,210	30
OPERATING INCOME (LOSS) OF DISCONTINUED OPERATIONS	(61,289)	(30)
INCOME (LOSS) BEFORE INCOME TAXES OF DISCONTINUED OPERATIONS	(61,289)	(30)
Provision for income taxes of discontinued operations	0	0
NET INCOME (LOSS) OF DISCONTINUED OPERATIONS	$ (61,289)	$ (30)

DISCONTINUED OPERATIONS (Deta_3

DISCONTINUED OPERATIONS (Details 2) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2020
DISCONTINUED OPERATING ACTIVITIES
Net Loss	$ (61,289)	$ (30)
Changes in operating assets and liabilities:
Inventories	1,920	0
Prepaid expenses and other current assets	(231,610)	0
Accounts payable and accrued liabilities	200,150	0
Net cash provided by operating activities of discontinued operations	(90,829)	(30)
FINANCING ACTIVITIES OF DISCONTINUED OPERATIONS
Issuance of common stock for cash	110,000	10,000
Exercise of warrants for common stock	0	10,000
Net cash used in financing activities of discontinued operations	$ 110,000	$ 20,000

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details) - Subsequent Event [Member]	5 Months Ended
	Jun. 01, 2023 USD ($) shares
Change-in-Control Agreements First [Member]
Name of seller	Fabian G. Deneault
Name of purchaser	William Alessi
Number of securities Purchased of preferred stock | shares	5,500
Consideration or payoff amount | $	$ 10
Change-in-Control Agreements Three [Member]
Name of seller	Eric Newlan
Name of purchaser	William Alessi
Number of securities Purchased of preferred stock | shares	5,500
Consideration or payoff amount | $	$ 10
Change-in-Control Agreements Two [Member]
Name of seller	William E. Sluss
Name of purchaser	William Alessi
Number of securities Purchased of preferred stock | shares	2,000
Consideration or payoff amount | $	$ 10
Change-in-Control Agreements Four [Member]
Name of seller	Douglas V. Martin
Name of purchaser	William Alessi
Number of securities Purchased of preferred stock | shares	1,000
Consideration or payoff amount | $	$ 10

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - USD ($)	1 Months Ended	2 Months Ended
	Feb. 28, 2023	Mar. 01, 2023
Agreement of remaining obligations	$ 200,000
Forgave indebtednes amount of the Company	$ 5,000
Description about sale of assets	JanBella Group, LLC, the Company obtained the consent to such asset sale from Leonite Capital, LLC, a secured credited, in consideration of the Company’s agreeing to add $50,000 in additional interest to the balance due under that certain 8% Convertible Promissory Note, dated March 26, 2021, in the original principal amount of $568,182, as amended, issued in favor Leonite Capital, LLC
Voting right	66.67%
Advance amount pay behalf of operating expense	$ 5,500
Issuances of Common Stock | Spire Motorsports II, LLC [Member]
Issue of common stock		15,000,000
Issued share value		$ 42,000