Panacea Life Sciences (PLSH) 10-K 1 Apr 24 2023 FY Annual report Financial data

Cover

Cover - USD ($)	12 Months Ended
	Dec. 31, 2023	Mar. 15, 2024	Jun. 30, 2022
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2023
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	001-38190
Entity Registrant Name	Panacea Life Sciences Holdings, Inc.
Entity Central Index Key	0001552189
Entity Tax Identification Number	27-1085858
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	5910 S University Blvd
Entity Address, Address Line Two	C18-193
Entity Address, City or Town	Greenwood Village
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80121
City Area Code	800
Local Phone Number	985-0515
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Public Float			$ 3,529,070
Entity Common Stock, Shares Outstanding		17,645,352
Document Financial Statement Error Correction [Flag]	false
ICFR Auditor Attestation Flag	false
Auditor Firm ID	5041
Auditor Name	BF Borgers CPA PC
Auditor Location	Lakewood, CO

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
CURRENT ASSETS:
Cash and cash equivalents	$ 100,922	$ 6,951
Accounts receivable, net	263,970	206,127
Inventory	4,013,525	4,448,725
Marketable securities related party	14,933	1,107,362
Prepaid expenses and other current assets	263,003	113,098
TOTAL CURRENT ASSETS	4,656,353	6,382,263
Operating lease right-of-use asset, net, related party	3,864,591	3,242,381
Property and equipment, net	6,448,068	7,675,995
Intangible assets, net
Goodwill	3,014,450	2,188,810
TOTAL ASSETS	17,983,462	19,489,449
CURRENT LIABILITIES:
Accounts payable and accrued expenses	4,629,591	2,666,076
Operating lease liability, current portion, related party	2,913,781	2,090,271
Convertible note payable, net	115,000	346,671
Paycheck protection loan, SBA Loan	99,100	99,100
TOTAL CURRENT LIABILITIES:	19,448,031	15,073,921
Operating lease liability, long-term portion, related party	3,254,021	2,987,208
Other long-term liabilities, related party	3,572,864	3,572,864
TOTAL LIABILITIES	26,274,916	21,633,993
Commitments and contingencies
STOCKHOLDERS’ EQUITY
Common Stock: $0.0001 Par Value, 650,000,000 shares authorized; 17,645,352 and 14,965,317 shares issued and outstanding on December 31, 2023 and December 31, 2022 respectively.	1,765	1,497
Additional paid in capital	25,628,442	23,760,704
Accumulated deficit	(33,922,898)	(25,907,597)
TOTAL STOCKHOLDERS’ EQUITY	(8,291,454)	(2,144,544)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	17,983,462	19,489,449
Series A Preferred Stock [Member]
STOCKHOLDERS’ EQUITY
Preferred stock, value
Series B-1 Preferred Stock [Member]
STOCKHOLDERS’ EQUITY
Preferred stock, value	150	150
Series B-2 Preferred Stock [Member]
STOCKHOLDERS’ EQUITY
Preferred stock, value	600	600
Series C Preferred Stock [Member]
STOCKHOLDERS’ EQUITY
Preferred stock, value	100	100
Series C-1 Preferred Stock [Member]
STOCKHOLDERS’ EQUITY
Preferred stock, value	1	1
Series C-2 preferred stock [Member]
STOCKHOLDERS’ EQUITY
Preferred stock, value
Series D Preferred Stock [Member]
STOCKHOLDERS’ EQUITY
Preferred stock, value	1	1
Series E Preferred Stock [Member]
STOCKHOLDERS’ EQUITY
Preferred stock, value	385
Related Party [Member]
CURRENT ASSETS:
Other receivables, related party		500,000
CURRENT LIABILITIES:
First Bank note payable	11,397,617	9,871,803
Nonrelated Party [Member]
CURRENT LIABILITIES:
First Bank note payable	$ 292,942

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Preferred stock, par value	$ 0.0001
Preferred stock, shares designated	50,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	650,000,000	650,000,000
Common stock, shares issued	17,645,352	14,965,317
Common stock, shares outstanding	17,645,352	14,965,317
Series A Preferred Stock [Member]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares designated	1,000	1,000
Preferred stock, shares issued	0	350
Preferred stock, shares outstanding	0	350
Series B-1 Preferred Stock [Member]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares designated	32,000,000	32,000,000
Preferred stock, shares issued	1,500,000	1,500,000
Preferred stock, shares outstanding	1,500,000	1,500,000
Series B-2 Preferred Stock [Member]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares designated	6,000,000	6,000,000
Preferred stock, shares issued	6,000,000	6,000,000
Preferred stock, shares outstanding	6,000,000	6,000,000
Series C Preferred Stock [Member]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares designated	1,000,000	1,000,000
Preferred stock, shares issued	1,000,000	1,000,000
Preferred stock, shares outstanding	1,000,000	1,000,000
Series C-1 Preferred Stock [Member]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares designated	10,000	10,000
Preferred stock, shares issued	10,000	10,000
Preferred stock, shares outstanding	10,000	10,000
Series C-2 preferred stock [Member]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares designated	100	0
Preferred stock, shares issued	100	0
Preferred stock, shares outstanding	100	0
Series D Preferred Stock [Member]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares designated	10,000	10,000
Preferred stock, shares issued	10,000	10,000
Preferred stock, shares outstanding	10,000	10,000
Series E Preferred Stock [Member]
Preferred stock, par value	$ 0.0001
Preferred stock, shares designated	3,853,000
Preferred stock, shares issued	3,853,000

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Statement [Abstract]
REVENUE	$ 2,384,956	$ 1,626,978
COST OF SALES	1,262,979	1,230,508
GROSS PROFIT	1,121,977	396,470
OPERATING EXPENSES
Production related operating expenses	5,211,719	4,955,348
General and administrative expenses	1,456,412	1,093,364
TOTAL OPERATING EXPENSES	6,668,131	6,048,712
LOSS FROM OPERATIONS	(5,546,154)	(5,652,242)
OTHER INCOME (EXPENSES)
Interest expense	(1,555,877)	(2,048,171)
Unrealized gain (loss) on marketable securities, net	(1,092,429)	(2,660,105)
Realized gain on sale of securities		22,816
Other income (loss)		27,598
Employer retention credit		253,791
Rental Income	178,411	232,183
Gain on extinguishment of debt	748	681,546
TOTAL OTHER INCOME (EXPENSE)	(2,469,147)	(3,490,342)
INCOME (LOSS) BEFORE INCOME TAXES	(8,015,301)	(9,142,584)
TAXES
NET INCOME (LOSS)	$ (8,015,301)	$ (9,142,584)
Per-share data
Basic loss per share	$ (0.48)	$ (0.62)
Diluted loss per share	$ (0.48)	$ (0.62)
Weighted average number of common shares outstanding, basic	16,627,458	14,862,077
Weighted average number of common shares outstanding, diluted	16,627,458	14,862,077

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Stockholders' (Deficit) Equity (Unaudited) - 12 months ended Dec. 31, 2023 - USD ($)	Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance at Dec. 31, 2022	$ 853	$ 1,497	$ 23,760,704	$ (25,907,597)	$ (2,144,544)
Balance, shares at Dec. 31, 2022	8,530,350	14,965,317
Sale of shares to investors		$ 46	74,955		75,000
Sale of shares to investors, shares		454,545
Issuance of common shares for services		$ 28	23,069		23,097
Issuance of common shares for services, shares		275,490
Issuance of restricted shares to employees		$ 141	(141)
Issuance of restricted shares to employees, shares		1,410,000
Shares issued in settlement of convertible note		$ 54	134,946		135,000
Shares issued in settlement of convertible note, shares		540,000
Preferred Series E shares issued in acquisition	$ 385		1,634,909		1,635,295
Preferred Series E shares issued in acquisition, shares	3,853,000
Net Loss				(8,015,301)	(8,015,301)
Balance at Dec. 31, 2023	$ 1,238	$ 1,765	$ 25,628,442	$ (33,922,898)	$ (8,291,454)
Balance, shares at Dec. 31, 2023	12,383,350	17,645,352

Statements of Cash Flows

Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Cash flows from operating activities
Net income (loss)	$ (8,015,301)	$ (9,142,584)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation	1,712,969	1,669,690
Realized gain on sale of securities		(22,816)
Unrealized (gain)/loss on marketable securities	1,092,429	2,660,105
Inventory Insurance Disposal	538,583
Non cash settlement of convertible note and accrued interest	74,999	(253,791)
Amortization of intangible assets		61,401
Amortization of debt discount and non-cash interest expense	38,329	1,067,304
Changes in operating assets and liabilities
Accounts receivable	431,317	38,369
Inventory	297,391	(184,448)
Prepaid expense and other assets	(149,905)	165,230
Accounts payable and accrued expenses	1,986,613	1,083,188
Operating lease liability, net	468,113	458,773
Net cash used in operating activities	(1,524,463)	(2,399,579)
Cash flows from investing activities
Proceeds from sale of marketable securities		46,832
Net fixed asset acquisitions	(65,322)	(243,804)
Net Cash provided by (used in) investing activities	(65,322)	(196,972)
Cash flows from financing activities
Repayment of notes payable	(135,000)	(1,100,000)
Proceeds from payroll protection loan, SBA loan		253,791
Payments of principal on notes payable	(272,075)	(660,511)
Proceeds from Notes payable - related party	1,797,889	4,090,448
Proceeds from notes payable	292,942
Cash provided by financing activities	1,683,756	2,583,728
Net increase (decrease) in Cash and Cash Equivalents	93,971	(12,823)
Cash and Cash Equivalents, Beginning of Period	6,951	19,774
Cash and Cash Equivalents, End of Period	100,922	6,951
Supplemental Disclosure of Cash Flow Information
Cash paid for income taxes during the year
Interest payments during the year
Noncash investing and financing activity
Goodwill recorded in acquisition	825,640
Preferred shares issued in acquisition	1,646,134
Inventory recorded in acquisition	(400,774)
Assets from acquisition	(419,720)
Conversion of Preferred A shares to Note Payable		385,000
Issuance of Common Stock for services		55,000
Capitalized assets purchased on account - related party		$ 261,899

NATURE OF ORGANIZATION

NATURE OF ORGANIZATION	12 Months Ended
	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
NATURE OF ORGANIZATION	NOTE 1 - NATURE OF ORGANIZATION Organization and Business Description Panacea Life Sciences Holdings, Inc. (the “Company”, “Panacea Holdings”, “we”, “us”, “our”) was incorporated on January 18, 2008, in the State of Nevada. In January 2019, the Company added to the scope of its business activities, efforts to produce, market and sell products made from industrial hemp containing cannabidiol (“CBD”). Panacea Life Sciences Holdings, Inc. is a holding company organized as a plant-based natural health ingredient and product company, specializing in the development, manufacturing, research, and distribution of products within the $134B and rapidly growing natural health and wellness market segment for both humans and animals. The company’s first subsidiary, Panacea Life Sciences, Inc. (PLS), is dedicated to the production, distribution, research, and manufacturing of premium-quality nutraceuticals, cannabinoids, mushrooms, kratom, and other natural, plant-based ingredients and products. Operating from a cutting-edge 51,000 Panacea Distro, the second subsidiary of Panacea Life Sciences Holdings, Inc., manages six retail locations and a distribution center situated in the Tampa, Florida area. These establishments provide a diverse range of products, including Nitro Kava, Kratom, Hemp, VAPE and mushroom products, and various beverages, with a primary focus on promoting alternative health and wellness.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation and principles of consolidation On September 30, 2023 the Company completed an Asset Purchase Agreement with N7 Enterprises. The results for N7 for the 4 th Going concern These audited consolidated financial statements are presented on the basis that the Company will continue as a going concern. The going concern concept contemplates the realization of assets and satisfaction of liabilities in the normal course of business. Since our inception in later 2017, we have generated losses from operations, except for some slight profits in a few quarters. As of December 31, 2023, our accumulated deficit was $ 33.9 0.1 These factors raise doubt about the Company’s ability to continue as a going concern for a period of 12 months from the issuance date of these financial statements. Management plans to raise additional capital to fund operations, until the Company achieves and maintains profitable operations and cash flows. Management cannot provide assurance that the issuance of any additional shares of common stock, preferred stock or convertible securities could be substantially dilutive to our shareholders. In addition, adequate additional funding may not be available to us on acceptable terms, or at all. These audited consolidated financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Use of Estimates The audited consolidated financial statements have been prepared in conformity with US GAAP and required management of the Company to make estimates and assumptions in preparation of these statements. Actual results may differ significantly from those estimates. Significant estimates made by management include but are not limited to the useful life of property and equipment, incremental borrowing rate used in the calculation of right of use asset and lease liability, reserves for inventory, allowance for doubtful accounts, revenue allocations, valuation allowance on deferred tax assets, assumptions used in assessing impairment of long-term assets, assumptions used in the calculation of net realizable value of inventory and fair value of non-cash equity transactions. Cash and Cash Equivalents For purposes of balance sheet presentation and reporting of cash flows, the Company considers all unrestricted demand deposits, money market funds and highly liquid debt instruments with an original maturity of less than 90 days to be cash and cash equivalents. There were no cash equivalents. The Company places its cash and cash equivalents with high-quality financial institutions. At times, balances in the Company’s cash accounts may exceed the Federal Deposit Insurance Corporation (“FDIC”) limit. On December 31, 2023 and 2022, the Company’s cash balances did not exceed the FDIC limit. Accounts Receivable Accounts receivable are generally unsecured. The Company establishes an allowance for doubtful accounts receivable based on the age of outstanding invoices and management’s evaluation of collectability. Accounts are written off after all reasonable collection efforts have been exhausted and management concludes that likelihood of collection is remote. Any future recoveries are applied against the allowance for doubtful accounts. The Company’s accounts receivable policy changed in 2020 to only provide larger, well-established companies with Net 30 payment terms. For all other sales they are paid by credit card or wires received before the product is shipped to the customer. Inventory Inventories are stated at lower of cost or net realizable value. Inventories of purchased materials are valuated using a moving average method and managed by first in first out basis (FIFO). Inventories of internally manufactured materials are valuated using a standard costing method and are also managed on a FIFO basis. Production related costs that are capitalized as inventory as part of the standard cost valuation include the direct materials consumed, direct labor used, indirect labor used, and manufacturing overhead. Overhead is calculated based on specific manufacturing process and allocated on an order-by-order basis. Production variances that occur between standard cost valuation and actual costs are expensed as incurred in the income statement as part of cost of goods sold. Marketable securities The Company’s marketable securities consist of 80,200 1,203,000 Going Concern Fair Value Measurements The Company adopted the provisions of Accounting Standard Codification (“ASC”) Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value, and expands disclosure of fair value measurements. The guidance prioritizes the inputs used in measuring fair value and establishes a three-tier value hierarchy that distinguishes among the following: ● Level 1—Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. ● Level 2—Valuations based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active and models for which all significant inputs are observable, either directly or indirectly. ● Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The following table shows, by level within the fair value hierarchy, the Company’s assets and liabilities at fair value on a recurring basis as of December 31, 2023, and December 31, 2022: SCHEDULE OF FAIR VALUE ASSETS MEASURED ON RECURRING BASIS December 31, 2023 December 31, 2022 Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Marketable securities $ 14,933 $ 14,933 $ - $ - $ 1,107,362 $ 1,107,362 $ - $ - Total $ 14,933 $ 14,933 $ - $ - $ 1,107,362 $ 1,107,362 $ - $ - There were no transfers of marketable securities into or out of Level 1 during the years ended December 31, 2023, or 2022. SCHEDULE OF MARKETABLE SECURITIES December 31, 2023 Balance at beginning of year $ 1,107,362 Unrealized gain (loss) on marketable securities, net (1,092,429 ) Balance at end of period $ 14,933 As of December 31, 2023, the Company has no liabilities that are re-measured at fair value. Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated using the straight–line method on the various asset classes over their estimated useful lives, which range from three ten years Intangible Assets and Goodwill Goodwill is comprised of the purchase price of business combinations in excess of the fair market value assigned at acquisition to the tangible and intangible assets acquired. Goodwill is not amortized. The Company tests goodwill for impairment on an annual basis. The Company performed its most recent goodwill impairment using a discounted cash flow analysis and found that the fair value exceeded the carrying value. It has $ 2.189 0.825 SCHEDULE OF INTANGIBLE ASSETS AND GOODWILL Estimated Life Goodwill from Phoenix Acquisition Tested Yearly for Impairment Goodwill from N7 Acquisition Tested Yearly for Impairment December 31, 2023 December 31, 2022 Goodwill from Phoenix Acquisition $ 2,188,810 $ 2,188,810 Goodwill from N7 Acquisition 825,640 - Total $ 3,014,450 $ 2,188,810 Leases The Company determines if an arrangement is a lease at inception. Contracts containing a lease are further evaluated for classification as an operating or finance lease. In determining the leases classification, the Company assesses among other criteria: (i) 75% or more of the remaining economic life of the underlying asset is a major part of the remaining economic life of that underlying asset; and (ii) 90% or more of the fair value of the underlying asset comprises substantially all of the fair value of the underlying asset. Operating leases are included in operating lease right-of-use (“ROU”) assets, other current liabilities and long-term operating lease liabilities in the Company’s consolidated balance sheets. Finance leases are included in property, plant and equipment, net, other current liabilities, and long-term finance lease liabilities in the Company’s consolidated balance sheets. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. For leases with terms greater than 12 months, the Company records the ROU asset and liability at commencement date based on the present value of lease payments according to their term. The Company uses incremental borrowing rates based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The ROU asset also includes any lease payments made and excludes lease incentives. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expenses are recognized on a straight-line basis over the lease term or the useful life of the leased asset. In addition, the carrying amount of the ROU and lease liabilities are remeasured if there is a modification, a change in the lease term, a change in the in-substance fixed lease payments or a change in the assessment to purchase the underlying asset. Convertible Notes Payable None. Revenue Recognition The Company accounts for revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers The Company accounts for a contract when it has been approved and committed to, each party’s rights regarding the goods or services to be transferred have been identified, the payment terms have been identified, the contract has commercial substance, and collectability is probable. Revenue is generally recognized net of allowances for returns and any taxes collected from customers and subsequently remitted to governmental authorities. However, the Company’s sales are primarily through retail stores, purchase orders or ecommerce; thus, currently contract liabilities are negligible. The Company does not have any multiple-element arrangements. Some of the Company’s contract liabilities consist of advance customer payments. Contract liability results from transactions in which the Company has been paid for products by customers, but for which all revenue recognition criteria have not yet been met. Once all revenue recognition criteria have been met, the contract liabilities are recognized. The Company recorded $ 349,705 368,065 SCHEDULE OF REVENUE FROM CONTRACT WITH CUSTOMER December 31, 2023 December 31, 2022 Balance, beginning of period $ 368,065 $ 24,585 Payments received for unearned revenue 156,298 412,891 Revenue earned 174,658 69,411 Balance, end of period $ 349,705 $ 368,065 Revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that an entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods. The Company applies the following five-step model in order to determine this amount: (i) identification of the promised goods in the contract; (ii) determination of whether the promised goods are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. Revenue related to the sale of products is recognized once goods have been sold to the customer and the performance obligation has been completed. In both contracted purchase and retail sales, we offer consumer products through our online stores. Revenue is recognized when control of the goods is transferred to the customer. This generally occurs upon our delivery to a third-party carrier or, to the customer directly. Revenue from tolling services is recognized when the performance obligation, such as processing of the material, has been completed and output material has been transferred to the customer. Revenue is generally recognized net of allowances for returns and any taxes collected from customers and subsequently remitted to governmental authorities. Some of the Company’s contract liabilities consist of advance customer payments. A contract liability results from transactions in which the Company has been paid for products by customers, but for which all revenue recognition criteria have not yet been met. Once all revenue recognition criteria have been met, the contract liabilities are recognized. However, the Company’s sales are primarily through retail stores, purchase orders or ecommerce. The Company does not have any multiple-element arrangements. Shipping and Handling Costs The Company accounts for shipping and handling fees in accordance with ASC 606. The amounts charged to customers for shipping products are recognized as revenues and the related freight costs of shipping products are classified in general and administrative costs as incurred. Shipping costs are included as a component of general and administrative and were $ 97,911 84,507 Advertising & Marketing Advertising costs are expensed when incurred. Included in this category are expenses related to public relations, investor relations, new package design, website design, design of promotional materials, cost of trade shows, cost of products given away as promotional samples, and paid advertising. The Company recorded advertising costs included in general and administrative costs of $ 17,947 209,254 Segment Information The Company follows the provisions of ASC 280-10 Segment Reporting. Earnings per Share The Company computes basic and diluted earnings per share amounts in accordance with ASC Topic 260, “Earnings per Share”. Basic earnings per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share reflects the potential dilution that could occur if preferred stock converted to common stock and warrants are exercised. Preferred stock and warrants are excluded from the diluted earnings per share calculation if their effect is anti-dilutive. SCHEDULE OF ANTI-DILUTIVE DILUTED LOSS PER SHARE 2023 2022 Years ended December 31, 2023 2022 Restricted Stock 1,793,483 107,993 Options to purchase common stock 551,854 346,854 Warrants to purchase common stock 1,104,243 1,117,094 Series B-1 Convertible Preferred 6,679 6,679 Series B-2 Convertible Preferred 26,786 26,786 Series C Convertible Preferred 2,289,220 2,289,220 Series C-1 Convertible Preferred 1,064,908 1,064,908 Series C-2 Convertible Preferred 2,050,000 2,050,000 Series D Convertible Preferred 1,628,126 1,628,126 Series E Convertible Preferred 3,853,000 - Total 14,368,299 8,637,660 Anti-dilutive securities 14,368,299 8,637,660 Income taxes The Company accounts for income taxes in accordance with ASC 740, “Income Taxes”. ASC 740 requires an asset and liability approach for financial accounting and reporting for income taxes and established for all the entities a minimum threshold for financial statement recognition of the benefit of tax positions and requires certain expanded disclosures. The provision for income taxes is based upon income or loss after adjustment for those permanent items that are not considered in the determination of taxable income. Deferred income taxes represent the tax effects of differences between the financial reporting and tax basis of the Company’s assets and liabilities at the enacted tax rates in effect for the years in which the differences are expected to reverse. The Company evaluates the recoverability of deferred tax assets and establishes a valuation allowance when it is more likely than not that some portion or all the deferred tax assets will not be realized. Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In management’s opinion, adequate provisions for income taxes have been made. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary. Recently Issued Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40), Accounting for Convertible Instruments and Contract’s in an Entity’s Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. The ASU simplifies the diluted net income per share calculation in certain areas. The ASU is effective for annual and interim periods beginning after December 31, 2021, and early adoption is permitted for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. The Company is currently evaluating the impact that this new guidance will have on its consolidated financial statements. In May 2021, the Financial Accounting Standards Board (“FASB”) issued ASU 2021-04 “Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation— Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815- 40) Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options” which clarifies and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. An entity should measure the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange as follows: i) for a modification or an exchange that is a part of or directly related to a modification or an exchange of an existing debt instrument or line-of-credit or revolving-debt arrangements (hereinafter, referred to as a “debt” or “debt instrument”), as the difference between the fair value of the modified or exchanged written call option and the fair value of that written call option immediately before it is modified or exchanged; ii) for all other modifications or exchanges, as the excess, if any, of the fair value of the modified or exchanged written call option over the fair value of that written call option immediately before it is modified or exchanged. The amendments in this Update are effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the amendments prospectively to modifications or exchanges occurring on or after the effective date of the amendments. The Company is currently evaluating the impact of this standard on its consolidated financial statements. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.

PROPERTY, EQUIPMENT, NET OF ACC

PROPERTY, EQUIPMENT, NET OF ACCUMULATED DEPRECIATION	12 Months Ended
	Dec. 31, 2023
Property, Plant and Equipment [Abstract]
PROPERTY, EQUIPMENT, NET OF ACCUMULATED DEPRECIATION	NOTE 3 – PROPERTY, EQUIPMENT, NET OF ACCUMULATED DEPRECIATION Property and equipment, net including any major improvements, are recorded at historical cost. The cost of repairs and maintenance is charged against operations as incurred. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets, generally as follows: SCHEDULE OF PROPERTY PLANT AND EQUIPMENT USEFUL LIVES Estimated Life Computers and technological assets 3 5 Furniture and fixtures 3 5 Machinery and equipment 5 10 Leasehold improvement 10 Property and equipment, net consists of the following: SCHEDULE OF PROPERTY AND EQUIPMENT December 31, 2023 December 31, 2022 Computers and technological assets $ 3,776,320 $ 3,776,320 Furniture and fixtures 161,830 55,950 Machinery and equipment 7,846,788 7,765,466 Land 92,222 92,222 Leasehold Improvements 1,806,755 1,508,915 Total 13,683,915 13,198,873 Total Property and equipment, gross 13,683,915 13,198,873 Less accumulated depreciation (7,235,847 ) (5,522,878 ) Total Property and equipment, net $ 6,448,068 $ 7,675,995 Depreciation expenses for the years ended December 31, 2023 and 2022 were $ 1,712,969 1,669,690

INVENTORY

INVENTORY	12 Months Ended
	Dec. 31, 2023
Inventory Disclosure [Abstract]
INVENTORY	NOTE 4 – INVENTORY Inventory consists of the following components: SCHEDULE OF INVENTORY December 31, 2023 December 31, 2022 Raw Materials $ 850,362 $ 870,530 Semi-Finished 1,870,978 1,863,501 Finished Goods 1,262,674 1,694,574 Packaging 29,511 20,120 Total $ 4,013,525 $ 4,448,725

OPERATING LEASE RIGHT-OF-USE AS

OPERATING LEASE RIGHT-OF-USE ASSETS AND OPERATING LEASE LIABILITIES – RELATED PARTY	12 Months Ended
	Dec. 31, 2023
Operating Lease Right-of-use Assets And Operating Lease Liabilities Related Party
OPERATING LEASE RIGHT-OF-USE ASSETS AND OPERATING LEASE LIABILITIES – RELATED PARTY	NOTE 5 – OPERATING LEASE RIGHT-OF-USE ASSETS AND OPERATING LEASE LIABILITIES – RELATED PARTY Right of Use The Company adopted Accounting Standards Update (“ASU”) No. 2016-02, “Leases” (“ASC 842”) on January 1, 2019, the start of our 2019 fiscal year. The Company has one lease arrangement with a related party entered into on December 22, 2018, for a 3-year term commencing January 1, 2019, for certain laboratory facilities with a nine-year extension option. This lease was extended and now expires on December 31, 2030 4,595,509 The Company, as of January 1, 2019, leases a portion of the property (formerly the Environmental Protection Agency building) in Golden, CO from J&N Real Estate, owned by the CEO, a related party with a term expiring on December 31, 2030 3 SCHEDULE OF RIGHT OF USE ASSET AND LIABILITY December 31, 2023 December 31, 2022 Right-of-use assets $ 3,864,591 $ 3,242,381 Present value of operating lease liabilities $ 3,972,696 $ 3,347,331 Less: Long-term portion of operating lease liability (3,254,021 ) (2,987,208 ) Short-term portion of operating lease liability 718,675 360,123 Unpaid balances 2,195,106 1,730,136 Total short-term lease liability obligations $ 2,913,781 $ 2,090,259 Weighted-average remaining lease term (Ends December 31, 2030) 5.95 8 Weighted-average discount rate 3.0 % During years ended December 31, 2023, and 2022, we recognized approximately $ 560,626 458,772 Approximate future minimum lease payments for our right of use assets over the remaining lease periods as of December 31, 2023, are as follows: Maturity of operating lease liabilities for the following years ended: SCHEDULE OF MATURITY OF OPERATING LEASE LIABILITIES 2024 $ 827,996 2025 $ 830,307 2026 $ 764,830 2027 $ 474,122 Thereafter $ 1,451,002 Total undiscounted operating lease payments $ 4,348,257 Less: Imputed interest $ (375,561 ) Present value of operating lease liabilities $ 3,972,696

NOTES PAYABLE

NOTES PAYABLE	12 Months Ended
	Dec. 31, 2023
Debt Disclosure [Abstract]
NOTES PAYABLE	NOTE 6 – NOTES PAYABLE Paycheck Protection Program Funding U.S. Small Business Administration Loan On May 28, 2020, the Company received a secured, 30-year, Economic Injury Disaster Loan in the amount of $ 99,100 3.75 483 99,100 2,047 First Bank Loan On July 6, 2023, the company completed a promissory note with its bank, First Bank. The maturity on the loan is July 1, 2030, at a 6.82 298,761 4,627.38 Note payable-current, related party As part of the agreement in the reverse merger transaction, certain loan balances (“J&N Loans”) from J&N Real Estate Company, LLC an affiliate of the Company’s CEO, (“J&N”) and historical interest owed of $ 1,932,358 4.062 12 Going concern On June 30, 2021, Panacea issued the Company’s CEO, Ms. Buttorff, a 10 1,685,685 Going concern 8,000,000 10 SCHEDULE OF NOTES PAYABLE RELATED PARTY December 31, 2023 December 31, 2022 J&N Note $ 4,062,713 $ 4,062,713 CEO Note 7,334,904 5,809,090 Total related party notes $ 11,397,617 $ 9,871,803 Other long-term liabilities, related party The Company has recorded a related party liability (“Fixed Asset Loan”) in the amount of $ 3,059,474 6 In 2020, the Company recorded an additional related party liability in the amount of $ 513,390 Other long-term liabilities, related party are summarized as follows. SCHEDULE OF NOTES PAYABLE December 31, 2023 December 31, 2022 Other long-term liabilities, related party Fixed Asset Loan $ 3,059,474 $ 3,059,474 J&N Building Loan 513,390 513,390 Total $ 3,572,864 $ 3,572,864

STOCKHOLDERS_ EQUITY

STOCKHOLDERS’ EQUITY	12 Months Ended
	Dec. 31, 2023
Equity [Abstract]
STOCKHOLDERS’ EQUITY	NOTE 7 - STOCKHOLDERS’ EQUITY Common stock The Company’s authorized common stock consists of 650,000,000 0.0001 On March 3, 2022, the Series A preferred stock was converted to a convertible loan for $ 385,000 270,000 135,000 540,000 115,000 Common stock options Stock Option Plan On June 30, 2021 the Company’s stockholders approved the 2021 Equity Incentive Plan (the “2021 Plan”). The 2021 Plan provides for the issuance of 339,522 144,621 10 As part of the merger of Exactus, Panacea assumed the Exactus 2018 Equity Incentive Plan (the “2018 Plan”). The 2018 Plan provides for the issuance of incentive awards in the form of non-qualified and incentive stock options, stock appreciation rights, restricted stock awards, and restricted stock unit awards. The awards may be granted by the Company’s Board of Directors to its employees, directors and officers and to consultants, agents, advisors and independent contractors who provide services to the Company or to a subsidiary of the Company. The exercise price for stock options must not be less than the fair market value of the underlying shares on the date of grant. The incentive awards shall either be fully vested and exercisable from the date of grant or shall vest and become exercisable in such installments as the Board or Compensation Committee may specify. Stock options expire no later than ten years from the date of grant. The aggregate number of shares of common stock which may be issued pursuant to the Plan is 339,286 196,491 Stock Options A summary of the stock option activity is presented below: SCHEDULE OF STOCK OPTIONS Options Outstanding as of December 31, 2023 Number of Shares Subject to Options Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value Balance at December 31, 2022 346,854 $ 2.80 3.57 - Options granted 205,000 0.21 4.11 - Options exercised - - - - Options canceled / expired - - - - Balance at December 31, 2023 551,854 $ 1.841 3.04 $ - Vested and exercisable at December 31, 2023 551,854 $ 1.84 3.70 $ 2,500 Stock Warrants On November 18, 2021, the Company entered into a Securities Purchase Agreement (“SPA”) with Lincoln Park Capital Fund, LLC (the “Purchaser”) pursuant to which the Company agreed to sell a 10 1,100,000 five 785,715 0.0001 1.40 1,000,000 On March 3, 2022, the Company entered in an Exchange Agreement with an institutional investor pursuant to which the Company issued a 10 385,000 five 275,000 0.0001 1.40 350 56,377 The Company’s outstanding warrants as of December 31, 2023, are summarized as follows, and all were exercisable at that date. A summary of the Company’s outstanding warrants is presented below: SCHEDULE OF WARRANTS OUTSTANDING Warrants Outstanding as of December 31, 2023 Number of Shares Subject to Warrants Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value Balance on December 31, 2022 1,117,092 $ 2.02 4.05 - Options granted - - - - Options exercised - - - - Options canceled / expired 12,851 - - - Balance at December 31, 2023 1,104,243 $ 1.79 3.10 $ - Vested and exercisable at December 31, 2023 1,104,243 $ 1.79 3.10 $ - As of December 31, 2023, the outstanding warrants have no intrinsic value. Restricted Stock A summary of the restricted stock activity is presented below: SUMMARY OF RESTRICTED STOCK Restricted Stock Common Stock Balance at December 31, 2022 107,993 Balance at December 31, 2023 1,793,483 As of December 31, 2023, there were no Preferred Stock The Company’s authorized preferred stock consists of 50,000,000 0.0001 On September 30, 2023, an asset purchase agreement with N7 Enterprises was closed. The original agreement was to award N7 785 10,000 385

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	12 Months Ended
	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 8 - COMMITMENTS AND CONTINGENCIES Legal Matters In the ordinary course of business, the Company enters into agreements with third parties that include indemnification provisions which, in its judgment, are normal and customary for companies in the Company’s industry sector. These agreements are typically with business partners, and suppliers. Pursuant to these agreements, the Company generally agrees to indemnify, hold harmless, and reimburse indemnified parties for losses suffered or incurred by the indemnified parties with respect to the Company’s products, use of such products, or other actions taken or omitted by us. The maximum potential number of future payments the Company could be required to make under these indemnification provisions is unlimited. The Company has not incurred material costs to defend lawsuits or settle claims related to these indemnification provisions. As a result, the estimated fair value of liabilities relating to these provisions is minimal. Accordingly, the Company has no liabilities recorded for these provisions as of December 31, 2022. Concentrations The Company has no concentration of vendors that would impact production costs in the longer term. On the revenue side, for the year ended December 31, 2023, there was a concentration of two customers. Both were nutraceutical contract manufacturing customers who represent 15 9 For the year ended December 31, 2022, there was a concentration of two customers. Both are tolling partners who represent 16 10 The other concentration is in the accounts receivable category, where three customer accounts for 68 27 68 33 12 68 29 68 The Company has no other contingencies, material commitments, or purchase obligations or sales obligations. Executive Employment Agreement On December 31, 2021, the Company entered into an updated Employment Agreement with Leslie Buttorff pursuant to which Ms. Buttorff serves as the Company’s Chief Executive Officer for an initial term of July 1, 2021, to December 31, 2024 (the “Employment Agreement). Under her Employment Agreement, Ms. Buttorff receives an annual base salary of $ 380,000 2 500,000 2.2 100 Under her Employment Agreement, she is entitled to severance payments under termination provisions which are intended to comply with Section 409A of the Internal Revenue Code of 1986, or the Code, and the Regulations thereunder. In the event of termination by the Company without “cause” or resignation by Ms. Buttorff for “good reason,” Ms. Buttorff is entitled to receive two years’ base salary, or $ 780,000 1,560,000 Generally, “good reason” is defined as (i) any material breach of the Employment Agreement by the Company, (ii) the Company’s assignment of Ms. Buttorff to a position that has materially less authority, status, or functional responsibility than the position with the Company as of the commencement date, or the assignment to her of duties that are not those of an executive at the management level, (iii) the reduction of Ms. Buttorff’s base salary, (iv) the requirement that Ms. Buttorff move her primary place of employment more than 30 miles from her initial place of employment, or (v) upon any change of control event as defined in Treasury Regulation Section 1.409A-3(i)(5) provided that within 12 months of the change of control event the Company terminates Ms. Buttorff or fails to obtain an agreement from any successor to perform the Employment Agreement. Under the terms of her Employment Agreement, Ms. Buttorff is subject to non-competition and non-solicitation covenants during the term of her employment and following termination of employment with the Company. The Employment Agreement also contains customary confidentiality and non-disparagement covenants.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	12 Months Ended
	Dec. 31, 2023
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 9 - RELATED PARTY TRANSACTIONS Notes Payable and Accrued Interest – Related Parties For information on related party loans to the Company and other related party transactions, see Notes 5 and 6, Operating Lease and Notes Payable. The accrued interest and interest expenses recorded for related party loans are shown below. SCHEDULE OF RELATED PARTY TRANSACTIONS LOANS December 31, 2023 December 31, 2022 Accrued Interest Related party loan J&N $ 1,413,210 $ 796,891 Related party loan-CEO loan 476,536 271,585 Related party loan – Line of credit 966,105 282,869 Accrued Interest 966,105 282,869 Year ended December 31, 2023 Year ended December 31, 2022 Interest Expense Related party loan J&N $ 616,319 $ 546,952 Related party loan-CEO loan 204,952 185,525 Related party loan – Line of Credit 683,237 253,634 Interest Expense 683,237 253,634

INCOME TAXES

INCOME TAXES	12 Months Ended
	Dec. 31, 2023
Income Tax Disclosure [Abstract]
INCOME TAXES	NOTE 10 – INCOME TAXES The Company has incurred aggregate net operating losses of approximately $ 33,922,898 The following table summarizes the significant differences between the U.S. Federal statutory tax rate and the Company’s effective tax rate for financial statement purposes for the years ended December 31, 2023 and 2022. The company has yet to file income taxes for the year ended December 31, 2023. SCHEDULE OF EFFECTIVE TAX RATE December 31, 2023 U.S. federal statutory rate 21.0 % Increase (decrease) in taxes resulting from: Increase in valuation allowance (21.9 )% ROU Assets/Liabilities (2.7 )% State taxes 3.6 % Income tax (expense) benefit - % The Company provided a valuation allowance equal to the deferred income tax asset for the year ended December 31, 2023, because it was not known whether future taxable income will be sufficient to utilize the loss carryforward. The increase in the allowance was $ 8.015

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
	Dec. 31, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 13 – SUBSEQUENT EVENTS On January 1, 2024 Company decided to not move forward with the Pur Life Medical deal as the deal terms could not be met. The Company was sold to a private company owned by PLSH CEO and President of which they own 35 In March 5, 2024 the Company came to agreement with its previous Preferred A shareholder to resolve the $ 100,000 666,000

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
Basis of presentation and principles of consolidation	Basis of presentation and principles of consolidation On September 30, 2023 the Company completed an Asset Purchase Agreement with N7 Enterprises. The results for N7 for the 4 th
Going concern	Going concern These audited consolidated financial statements are presented on the basis that the Company will continue as a going concern. The going concern concept contemplates the realization of assets and satisfaction of liabilities in the normal course of business. Since our inception in later 2017, we have generated losses from operations, except for some slight profits in a few quarters. As of December 31, 2023, our accumulated deficit was $ 33.9 0.1 These factors raise doubt about the Company’s ability to continue as a going concern for a period of 12 months from the issuance date of these financial statements. Management plans to raise additional capital to fund operations, until the Company achieves and maintains profitable operations and cash flows. Management cannot provide assurance that the issuance of any additional shares of common stock, preferred stock or convertible securities could be substantially dilutive to our shareholders. In addition, adequate additional funding may not be available to us on acceptable terms, or at all. These audited consolidated financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
Use of Estimates	Use of Estimates The audited consolidated financial statements have been prepared in conformity with US GAAP and required management of the Company to make estimates and assumptions in preparation of these statements. Actual results may differ significantly from those estimates. Significant estimates made by management include but are not limited to the useful life of property and equipment, incremental borrowing rate used in the calculation of right of use asset and lease liability, reserves for inventory, allowance for doubtful accounts, revenue allocations, valuation allowance on deferred tax assets, assumptions used in assessing impairment of long-term assets, assumptions used in the calculation of net realizable value of inventory and fair value of non-cash equity transactions.
Cash and Cash Equivalents	Cash and Cash Equivalents For purposes of balance sheet presentation and reporting of cash flows, the Company considers all unrestricted demand deposits, money market funds and highly liquid debt instruments with an original maturity of less than 90 days to be cash and cash equivalents. There were no cash equivalents. The Company places its cash and cash equivalents with high-quality financial institutions. At times, balances in the Company’s cash accounts may exceed the Federal Deposit Insurance Corporation (“FDIC”) limit. On December 31, 2023 and 2022, the Company’s cash balances did not exceed the FDIC limit.
Accounts Receivable	Accounts Receivable Accounts receivable are generally unsecured. The Company establishes an allowance for doubtful accounts receivable based on the age of outstanding invoices and management’s evaluation of collectability. Accounts are written off after all reasonable collection efforts have been exhausted and management concludes that likelihood of collection is remote. Any future recoveries are applied against the allowance for doubtful accounts. The Company’s accounts receivable policy changed in 2020 to only provide larger, well-established companies with Net 30 payment terms. For all other sales they are paid by credit card or wires received before the product is shipped to the customer.
Inventory	Inventory Inventories are stated at lower of cost or net realizable value. Inventories of purchased materials are valuated using a moving average method and managed by first in first out basis (FIFO). Inventories of internally manufactured materials are valuated using a standard costing method and are also managed on a FIFO basis. Production related costs that are capitalized as inventory as part of the standard cost valuation include the direct materials consumed, direct labor used, indirect labor used, and manufacturing overhead. Overhead is calculated based on specific manufacturing process and allocated on an order-by-order basis. Production variances that occur between standard cost valuation and actual costs are expensed as incurred in the income statement as part of cost of goods sold.
Marketable securities	Marketable securities The Company’s marketable securities consist of 80,200 1,203,000 Going Concern
Fair Value Measurements	Fair Value Measurements The Company adopted the provisions of Accounting Standard Codification (“ASC”) Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value, and expands disclosure of fair value measurements. The guidance prioritizes the inputs used in measuring fair value and establishes a three-tier value hierarchy that distinguishes among the following: ● Level 1—Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. ● Level 2—Valuations based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active and models for which all significant inputs are observable, either directly or indirectly. ● Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The following table shows, by level within the fair value hierarchy, the Company’s assets and liabilities at fair value on a recurring basis as of December 31, 2023, and December 31, 2022: SCHEDULE OF FAIR VALUE ASSETS MEASURED ON RECURRING BASIS December 31, 2023 December 31, 2022 Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Marketable securities $ 14,933 $ 14,933 $ - $ - $ 1,107,362 $ 1,107,362 $ - $ - Total $ 14,933 $ 14,933 $ - $ - $ 1,107,362 $ 1,107,362 $ - $ - There were no transfers of marketable securities into or out of Level 1 during the years ended December 31, 2023, or 2022. SCHEDULE OF MARKETABLE SECURITIES December 31, 2023 Balance at beginning of year $ 1,107,362 Unrealized gain (loss) on marketable securities, net (1,092,429 ) Balance at end of period $ 14,933 As of December 31, 2023, the Company has no liabilities that are re-measured at fair value.
Property and Equipment	Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated using the straight–line method on the various asset classes over their estimated useful lives, which range from three ten years
Intangible Assets and Goodwill	Intangible Assets and Goodwill Goodwill is comprised of the purchase price of business combinations in excess of the fair market value assigned at acquisition to the tangible and intangible assets acquired. Goodwill is not amortized. The Company tests goodwill for impairment on an annual basis. The Company performed its most recent goodwill impairment using a discounted cash flow analysis and found that the fair value exceeded the carrying value. It has $ 2.189 0.825 SCHEDULE OF INTANGIBLE ASSETS AND GOODWILL Estimated Life Goodwill from Phoenix Acquisition Tested Yearly for Impairment Goodwill from N7 Acquisition Tested Yearly for Impairment December 31, 2023 December 31, 2022 Goodwill from Phoenix Acquisition $ 2,188,810 $ 2,188,810 Goodwill from N7 Acquisition 825,640 - Total $ 3,014,450 $ 2,188,810
Leases	Leases The Company determines if an arrangement is a lease at inception. Contracts containing a lease are further evaluated for classification as an operating or finance lease. In determining the leases classification, the Company assesses among other criteria: (i) 75% or more of the remaining economic life of the underlying asset is a major part of the remaining economic life of that underlying asset; and (ii) 90% or more of the fair value of the underlying asset comprises substantially all of the fair value of the underlying asset. Operating leases are included in operating lease right-of-use (“ROU”) assets, other current liabilities and long-term operating lease liabilities in the Company’s consolidated balance sheets. Finance leases are included in property, plant and equipment, net, other current liabilities, and long-term finance lease liabilities in the Company’s consolidated balance sheets. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. For leases with terms greater than 12 months, the Company records the ROU asset and liability at commencement date based on the present value of lease payments according to their term. The Company uses incremental borrowing rates based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The ROU asset also includes any lease payments made and excludes lease incentives. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expenses are recognized on a straight-line basis over the lease term or the useful life of the leased asset. In addition, the carrying amount of the ROU and lease liabilities are remeasured if there is a modification, a change in the lease term, a change in the in-substance fixed lease payments or a change in the assessment to purchase the underlying asset.
Convertible Notes Payable	Convertible Notes Payable None.
Revenue Recognition	Revenue Recognition The Company accounts for revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers The Company accounts for a contract when it has been approved and committed to, each party’s rights regarding the goods or services to be transferred have been identified, the payment terms have been identified, the contract has commercial substance, and collectability is probable. Revenue is generally recognized net of allowances for returns and any taxes collected from customers and subsequently remitted to governmental authorities. However, the Company’s sales are primarily through retail stores, purchase orders or ecommerce; thus, currently contract liabilities are negligible. The Company does not have any multiple-element arrangements. Some of the Company’s contract liabilities consist of advance customer payments. Contract liability results from transactions in which the Company has been paid for products by customers, but for which all revenue recognition criteria have not yet been met. Once all revenue recognition criteria have been met, the contract liabilities are recognized. The Company recorded $ 349,705 368,065 SCHEDULE OF REVENUE FROM CONTRACT WITH CUSTOMER December 31, 2023 December 31, 2022 Balance, beginning of period $ 368,065 $ 24,585 Payments received for unearned revenue 156,298 412,891 Revenue earned 174,658 69,411 Balance, end of period $ 349,705 $ 368,065 Revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that an entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods. The Company applies the following five-step model in order to determine this amount: (i) identification of the promised goods in the contract; (ii) determination of whether the promised goods are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. Revenue related to the sale of products is recognized once goods have been sold to the customer and the performance obligation has been completed. In both contracted purchase and retail sales, we offer consumer products through our online stores. Revenue is recognized when control of the goods is transferred to the customer. This generally occurs upon our delivery to a third-party carrier or, to the customer directly. Revenue from tolling services is recognized when the performance obligation, such as processing of the material, has been completed and output material has been transferred to the customer. Revenue is generally recognized net of allowances for returns and any taxes collected from customers and subsequently remitted to governmental authorities. Some of the Company’s contract liabilities consist of advance customer payments. A contract liability results from transactions in which the Company has been paid for products by customers, but for which all revenue recognition criteria have not yet been met. Once all revenue recognition criteria have been met, the contract liabilities are recognized. However, the Company’s sales are primarily through retail stores, purchase orders or ecommerce. The Company does not have any multiple-element arrangements.
Shipping and Handling Costs	Shipping and Handling Costs The Company accounts for shipping and handling fees in accordance with ASC 606. The amounts charged to customers for shipping products are recognized as revenues and the related freight costs of shipping products are classified in general and administrative costs as incurred. Shipping costs are included as a component of general and administrative and were $ 97,911 84,507
Advertising & Marketing	Advertising & Marketing Advertising costs are expensed when incurred. Included in this category are expenses related to public relations, investor relations, new package design, website design, design of promotional materials, cost of trade shows, cost of products given away as promotional samples, and paid advertising. The Company recorded advertising costs included in general and administrative costs of $ 17,947 209,254
Segment Information	Segment Information The Company follows the provisions of ASC 280-10 Segment Reporting.
Earnings per Share	Earnings per Share The Company computes basic and diluted earnings per share amounts in accordance with ASC Topic 260, “Earnings per Share”. Basic earnings per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share reflects the potential dilution that could occur if preferred stock converted to common stock and warrants are exercised. Preferred stock and warrants are excluded from the diluted earnings per share calculation if their effect is anti-dilutive. SCHEDULE OF ANTI-DILUTIVE DILUTED LOSS PER SHARE 2023 2022 Years ended December 31, 2023 2022 Restricted Stock 1,793,483 107,993 Options to purchase common stock 551,854 346,854 Warrants to purchase common stock 1,104,243 1,117,094 Series B-1 Convertible Preferred 6,679 6,679 Series B-2 Convertible Preferred 26,786 26,786 Series C Convertible Preferred 2,289,220 2,289,220 Series C-1 Convertible Preferred 1,064,908 1,064,908 Series C-2 Convertible Preferred 2,050,000 2,050,000 Series D Convertible Preferred 1,628,126 1,628,126 Series E Convertible Preferred 3,853,000 - Total 14,368,299 8,637,660 Anti-dilutive securities 14,368,299 8,637,660
Income taxes	Income taxes The Company accounts for income taxes in accordance with ASC 740, “Income Taxes”. ASC 740 requires an asset and liability approach for financial accounting and reporting for income taxes and established for all the entities a minimum threshold for financial statement recognition of the benefit of tax positions and requires certain expanded disclosures. The provision for income taxes is based upon income or loss after adjustment for those permanent items that are not considered in the determination of taxable income. Deferred income taxes represent the tax effects of differences between the financial reporting and tax basis of the Company’s assets and liabilities at the enacted tax rates in effect for the years in which the differences are expected to reverse. The Company evaluates the recoverability of deferred tax assets and establishes a valuation allowance when it is more likely than not that some portion or all the deferred tax assets will not be realized. Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In management’s opinion, adequate provisions for income taxes have been made. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.
Recently Issued Accounting Standards	Recently Issued Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40), Accounting for Convertible Instruments and Contract’s in an Entity’s Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. The ASU simplifies the diluted net income per share calculation in certain areas. The ASU is effective for annual and interim periods beginning after December 31, 2021, and early adoption is permitted for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. The Company is currently evaluating the impact that this new guidance will have on its consolidated financial statements. In May 2021, the Financial Accounting Standards Board (“FASB”) issued ASU 2021-04 “Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation— Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815- 40) Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options” which clarifies and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. An entity should measure the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange as follows: i) for a modification or an exchange that is a part of or directly related to a modification or an exchange of an existing debt instrument or line-of-credit or revolving-debt arrangements (hereinafter, referred to as a “debt” or “debt instrument”), as the difference between the fair value of the modified or exchanged written call option and the fair value of that written call option immediately before it is modified or exchanged; ii) for all other modifications or exchanges, as the excess, if any, of the fair value of the modified or exchanged written call option over the fair value of that written call option immediately before it is modified or exchanged. The amendments in this Update are effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the amendments prospectively to modifications or exchanges occurring on or after the effective date of the amendments. The Company is currently evaluating the impact of this standard on its consolidated financial statements. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
SCHEDULE OF FAIR VALUE ASSETS MEASURED ON RECURRING BASIS	The following table shows, by level within the fair value hierarchy, the Company’s assets and liabilities at fair value on a recurring basis as of December 31, 2023, and December 31, 2022: SCHEDULE OF FAIR VALUE ASSETS MEASURED ON RECURRING BASIS December 31, 2023 December 31, 2022 Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Marketable securities $ 14,933 $ 14,933 $ - $ - $ 1,107,362 $ 1,107,362 $ - $ - Total $ 14,933 $ 14,933 $ - $ - $ 1,107,362 $ 1,107,362 $ - $ -
SCHEDULE OF MARKETABLE SECURITIES	There were no transfers of marketable securities into or out of Level 1 during the years ended December 31, 2023, or 2022. SCHEDULE OF MARKETABLE SECURITIES December 31, 2023 Balance at beginning of year $ 1,107,362 Unrealized gain (loss) on marketable securities, net (1,092,429 ) Balance at end of period $ 14,933
SCHEDULE OF INTANGIBLE ASSETS AND GOODWILL	SCHEDULE OF INTANGIBLE ASSETS AND GOODWILL Estimated Life Goodwill from Phoenix Acquisition Tested Yearly for Impairment Goodwill from N7 Acquisition Tested Yearly for Impairment December 31, 2023 December 31, 2022 Goodwill from Phoenix Acquisition $ 2,188,810 $ 2,188,810 Goodwill from N7 Acquisition 825,640 - Total $ 3,014,450 $ 2,188,810
SCHEDULE OF REVENUE FROM CONTRACT WITH CUSTOMER	SCHEDULE OF REVENUE FROM CONTRACT WITH CUSTOMER December 31, 2023 December 31, 2022 Balance, beginning of period $ 368,065 $ 24,585 Payments received for unearned revenue 156,298 412,891 Revenue earned 174,658 69,411 Balance, end of period $ 349,705 $ 368,065
SCHEDULE OF ANTI-DILUTIVE DILUTED LOSS PER SHARE	SCHEDULE OF ANTI-DILUTIVE DILUTED LOSS PER SHARE 2023 2022 Years ended December 31, 2023 2022 Restricted Stock 1,793,483 107,993 Options to purchase common stock 551,854 346,854 Warrants to purchase common stock 1,104,243 1,117,094 Series B-1 Convertible Preferred 6,679 6,679 Series B-2 Convertible Preferred 26,786 26,786 Series C Convertible Preferred 2,289,220 2,289,220 Series C-1 Convertible Preferred 1,064,908 1,064,908 Series C-2 Convertible Preferred 2,050,000 2,050,000 Series D Convertible Preferred 1,628,126 1,628,126 Series E Convertible Preferred 3,853,000 - Total 14,368,299 8,637,660 Anti-dilutive securities 14,368,299 8,637,660

PROPERTY, EQUIPMENT, NET OF A_2

PROPERTY, EQUIPMENT, NET OF ACCUMULATED DEPRECIATION (Tables)	12 Months Ended
	Dec. 31, 2023
Property, Plant and Equipment [Abstract]
SCHEDULE OF PROPERTY PLANT AND EQUIPMENT USEFUL LIVES	SCHEDULE OF PROPERTY PLANT AND EQUIPMENT USEFUL LIVES Estimated Life Computers and technological assets 3 5 Furniture and fixtures 3 5 Machinery and equipment 5 10 Leasehold improvement 10
SCHEDULE OF PROPERTY AND EQUIPMENT	Property and equipment, net consists of the following: SCHEDULE OF PROPERTY AND EQUIPMENT December 31, 2023 December 31, 2022 Computers and technological assets $ 3,776,320 $ 3,776,320 Furniture and fixtures 161,830 55,950 Machinery and equipment 7,846,788 7,765,466 Land 92,222 92,222 Leasehold Improvements 1,806,755 1,508,915 Total 13,683,915 13,198,873 Total Property and equipment, gross 13,683,915 13,198,873 Less accumulated depreciation (7,235,847 ) (5,522,878 ) Total Property and equipment, net $ 6,448,068 $ 7,675,995

INVENTORY (Tables)

INVENTORY (Tables)	12 Months Ended
	Dec. 31, 2023
Inventory Disclosure [Abstract]
SCHEDULE OF INVENTORY	Inventory consists of the following components: SCHEDULE OF INVENTORY December 31, 2023 December 31, 2022 Raw Materials $ 850,362 $ 870,530 Semi-Finished 1,870,978 1,863,501 Finished Goods 1,262,674 1,694,574 Packaging 29,511 20,120 Total $ 4,013,525 $ 4,448,725

OPERATING LEASE RIGHT-OF-USE _2

OPERATING LEASE RIGHT-OF-USE ASSETS AND OPERATING LEASE LIABILITIES – RELATED PARTY (Tables)	12 Months Ended
	Dec. 31, 2023
Operating Lease Right-of-use Assets And Operating Lease Liabilities Related Party
SCHEDULE OF RIGHT OF USE ASSET AND LIABILITY	SCHEDULE OF RIGHT OF USE ASSET AND LIABILITY December 31, 2023 December 31, 2022 Right-of-use assets $ 3,864,591 $ 3,242,381 Present value of operating lease liabilities $ 3,972,696 $ 3,347,331 Less: Long-term portion of operating lease liability (3,254,021 ) (2,987,208 ) Short-term portion of operating lease liability 718,675 360,123 Unpaid balances 2,195,106 1,730,136 Total short-term lease liability obligations $ 2,913,781 $ 2,090,259 Weighted-average remaining lease term (Ends December 31, 2030) 5.95 8 Weighted-average discount rate 3.0 %
SCHEDULE OF MATURITY OF OPERATING LEASE LIABILITIES	Maturity of operating lease liabilities for the following years ended: SCHEDULE OF MATURITY OF OPERATING LEASE LIABILITIES 2024 $ 827,996 2025 $ 830,307 2026 $ 764,830 2027 $ 474,122 Thereafter $ 1,451,002 Total undiscounted operating lease payments $ 4,348,257 Less: Imputed interest $ (375,561 ) Present value of operating lease liabilities $ 3,972,696

NOTES PAYABLE (Tables)

NOTES PAYABLE (Tables)	12 Months Ended
	Dec. 31, 2023
Debt Disclosure [Abstract]
SCHEDULE OF NOTES PAYABLE RELATED PARTY	SCHEDULE OF NOTES PAYABLE RELATED PARTY December 31, 2023 December 31, 2022 J&N Note $ 4,062,713 $ 4,062,713 CEO Note 7,334,904 5,809,090 Total related party notes $ 11,397,617 $ 9,871,803
SCHEDULE OF NOTES PAYABLE	Other long-term liabilities, related party are summarized as follows. SCHEDULE OF NOTES PAYABLE December 31, 2023 December 31, 2022 Other long-term liabilities, related party Fixed Asset Loan $ 3,059,474 $ 3,059,474 J&N Building Loan 513,390 513,390 Total $ 3,572,864 $ 3,572,864

STOCKHOLDERS_ EQUITY (Tables)

STOCKHOLDERS’ EQUITY (Tables)	12 Months Ended
	Dec. 31, 2023
Equity [Abstract]
SCHEDULE OF STOCK OPTIONS	A summary of the stock option activity is presented below: SCHEDULE OF STOCK OPTIONS Options Outstanding as of December 31, 2023 Number of Shares Subject to Options Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value Balance at December 31, 2022 346,854 $ 2.80 3.57 - Options granted 205,000 0.21 4.11 - Options exercised - - - - Options canceled / expired - - - - Balance at December 31, 2023 551,854 $ 1.841 3.04 $ - Vested and exercisable at December 31, 2023 551,854 $ 1.84 3.70 $ 2,500
SCHEDULE OF WARRANTS OUTSTANDING	A summary of the Company’s outstanding warrants is presented below: SCHEDULE OF WARRANTS OUTSTANDING Warrants Outstanding as of December 31, 2023 Number of Shares Subject to Warrants Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value Balance on December 31, 2022 1,117,092 $ 2.02 4.05 - Options granted - - - - Options exercised - - - - Options canceled / expired 12,851 - - - Balance at December 31, 2023 1,104,243 $ 1.79 3.10 $ - Vested and exercisable at December 31, 2023 1,104,243 $ 1.79 3.10 $ -
SUMMARY OF RESTRICTED STOCK	A summary of the restricted stock activity is presented below: SUMMARY OF RESTRICTED STOCK Restricted Stock Common Stock Balance at December 31, 2022 107,993 Balance at December 31, 2023 1,793,483

RELATED PARTY TRANSACTIONS (Tab

RELATED PARTY TRANSACTIONS (Tables)	12 Months Ended
	Dec. 31, 2023
Related Party Transactions [Abstract]
SCHEDULE OF RELATED PARTY TRANSACTIONS LOANS	The accrued interest and interest expenses recorded for related party loans are shown below. SCHEDULE OF RELATED PARTY TRANSACTIONS LOANS December 31, 2023 December 31, 2022 Accrued Interest Related party loan J&N $ 1,413,210 $ 796,891 Related party loan-CEO loan 476,536 271,585 Related party loan – Line of credit 966,105 282,869 Accrued Interest 966,105 282,869 Year ended December 31, 2023 Year ended December 31, 2022 Interest Expense Related party loan J&N $ 616,319 $ 546,952 Related party loan-CEO loan 204,952 185,525 Related party loan – Line of Credit 683,237 253,634 Interest Expense 683,237 253,634

INCOME TAXES (Tables)

INCOME TAXES (Tables)	12 Months Ended
	Dec. 31, 2023
Income Tax Disclosure [Abstract]
SCHEDULE OF EFFECTIVE TAX RATE	The following table summarizes the significant differences between the U.S. Federal statutory tax rate and the Company’s effective tax rate for financial statement purposes for the years ended December 31, 2023 and 2022. The company has yet to file income taxes for the year ended December 31, 2023. SCHEDULE OF EFFECTIVE TAX RATE December 31, 2023 U.S. federal statutory rate 21.0 % Increase (decrease) in taxes resulting from: Increase in valuation allowance (21.9 )% ROU Assets/Liabilities (2.7 )% State taxes 3.6 % Income tax (expense) benefit - %

NATURE OF ORGANIZATION (Details

NATURE OF ORGANIZATION (Details Narrative)	Dec. 31, 2023 ft²
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Area square foot	51,000

SCHEDULE OF FAIR VALUE ASSETS M

SCHEDULE OF FAIR VALUE ASSETS MEASURED ON RECURRING BASIS (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Marketable securities	$ 14,933	$ 1,107,362
Fair Value, Inputs, Level 1 [Member]
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Marketable securities	14,933	1,107,362
Fair Value, Inputs, Level 2 [Member]
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Marketable securities
Fair Value, Inputs, Level 3 [Member]
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Marketable securities
Marketable Securities [Member]
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Marketable securities	14,933	1,107,362
Marketable Securities [Member] | Fair Value, Inputs, Level 1 [Member]
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Marketable securities	14,933	1,107,362
Marketable Securities [Member] | Fair Value, Inputs, Level 2 [Member]
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Marketable securities
Marketable Securities [Member] | Fair Value, Inputs, Level 3 [Member]
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Marketable securities

SCHEDULE OF MARKETABLE SECURITI

SCHEDULE OF MARKETABLE SECURITIES (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Balance at beginning of year	$ 1,107,362
Unrealized gain (loss) on marketable securities, net	(1,092,429)	$ (2,660,105)
Balance at end of period	$ 14,933	$ 1,107,362

SCHEDULE OF INTANGIBLE ASSETS A

SCHEDULE OF INTANGIBLE ASSETS AND GOODWILL (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Oct. 31, 2017
Restructuring Cost and Reserve [Line Items]
Goodwill from N7 Acquisition	$ 3,014,450	$ 2,188,810
Total	$ 3,014,450	2,188,810
Phoenix Life Sciences, Inc. [Member]
Restructuring Cost and Reserve [Line Items]
Goodwill from Acquisition, Estimated Life	Tested Yearly for Impairment
Goodwill from N7 Acquisition	$ 2,188,810	2,188,810	$ 2,189,000
N7 Acquistion [Member]
Restructuring Cost and Reserve [Line Items]
Goodwill from Acquisition, Estimated Life	Tested Yearly for Impairment
Goodwill from N7 Acquisition	$ 825,640		$ 825,000

SCHEDULE OF REVENUE FROM CONTRA

SCHEDULE OF REVENUE FROM CONTRACT WITH CUSTOMER (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Balance, beginning of period	$ 368,065	$ 24,585
Payments received for unearned revenue	156,298	412,891
Revenue earned	174,658	69,411
Balance, end of period	$ 349,705	$ 368,065

SCHEDULE OF ANTI-DILUTIVE DILUT

SCHEDULE OF ANTI-DILUTIVE DILUTED LOSS PER SHARE (Details) - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities	14,368,299	8,637,660
Restricted Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities	1,793,483	107,993
Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities	551,854	346,854
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities	1,104,243	1,117,094
Series B One Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities	6,679	6,679
Series B-2 Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities	26,786	26,786
Series C Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities	2,289,220	2,289,220
Series C 1 Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities	1,064,908	1,064,908
Series C-2 Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities	2,050,000	2,050,000
Series D Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities	1,628,126	1,628,126
Series E Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities	3,853,000

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Oct. 31, 2017
Property, Plant and Equipment [Line Items]
Retained earnings	$ 33,922,898	$ 25,907,597
Cash and liquid stock	$ 100,000
Investment owned balance shares	80,200	1,203,000
Business acquisition, goodwill	$ 3,014,450	$ 2,188,810
Customer advances payments	349,705	368,065
General and Administrative Expense [Member]
Property, Plant and Equipment [Line Items]
Shipping and handling costs	97,911	84,507
Advertising expense	17,947	209,254
Phoenix Life Sciences, Inc. [Member]
Property, Plant and Equipment [Line Items]
Business acquisition, goodwill	2,188,810	2,188,810	$ 2,189,000
N7 Acquistion [Member]
Property, Plant and Equipment [Line Items]
Business acquisition, goodwill	$ 825,640		$ 825,000
Minimum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	3 years
Maximum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	10 years

SCHEDULE OF PROPERTY PLANT AND

SCHEDULE OF PROPERTY PLANT AND EQUIPMENT USEFUL LIVES (Details)	Dec. 31, 2023
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	10 years
Minimum [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	3 years
Minimum [Member] | Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	3 years
Minimum [Member] | Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	3 years
Minimum [Member] | Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	5 years
Maximum [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	10 years
Maximum [Member] | Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	5 years
Maximum [Member] | Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	5 years
Maximum [Member] | Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, useful life	10 years

SCHEDULE OF PROPERTY AND EQUIPM

SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Total Property and equipment, gross	$ 13,683,915	$ 13,198,873
Less accumulated depreciation	(7,235,847)	(5,522,878)
Total Property and equipment, net	6,448,068	7,675,995
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Total Property and equipment, gross	3,776,320	3,776,320
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Total Property and equipment, gross	161,830	55,950
Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Total Property and equipment, gross	7,846,788	7,765,466
Land [Member]
Property, Plant and Equipment [Line Items]
Total Property and equipment, gross	92,222	92,222
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Total Property and equipment, gross	$ 1,806,755	$ 1,508,915

PROPERTY, EQUIPMENT, NET OF A_3

PROPERTY, EQUIPMENT, NET OF ACCUMULATED DEPRECIATION (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
Depreciation expenses	$ 1,712,969	$ 1,669,690

SCHEDULE OF INVENTORY (Details)

SCHEDULE OF INVENTORY (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Inventory Disclosure [Abstract]
Raw Materials	$ 850,362	$ 870,530
Semi-Finished	1,870,978	1,863,501
Finished Goods	1,262,674	1,694,574
Packaging	29,511	20,120
Total	$ 4,013,525	$ 4,448,725

SCHEDULE OF RIGHT OF USE ASSET

SCHEDULE OF RIGHT OF USE ASSET AND LIABILITY (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Operating Lease Right-of-use Assets And Operating Lease Liabilities Related Party
Right-of-use assets	$ 3,864,591	$ 3,242,381
Present value of operating lease liabilities	3,972,696	3,347,331
Less: Long-term portion of operating lease liability	(3,254,021)	(2,987,208)
Short-term portion of operating lease liability	718,675	360,123
Unpaid balances	2,195,106	1,730,136
Total short-term lease liability obligations	$ 2,913,781	$ 2,090,259
Weighted-average remaining lease term (Ends December 31, 2030)	5 years 11 months 12 days	8 years
Weighted-average discount rate		3%

SCHEDULE OF MATURITY OF OPERATI

SCHEDULE OF MATURITY OF OPERATING LEASE LIABILITIES (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Operating Lease Right-of-use Assets And Operating Lease Liabilities Related Party
2024	$ 827,996
2025	830,307
2026	764,830
2027	474,122
Thereafter	1,451,002
Total undiscounted operating lease payments	4,348,257
Less: Imputed interest	(375,561)
Present value of operating lease liabilities	$ 3,972,696	$ 3,347,331

OPERATING LEASE RIGHT-OF-USE _3

OPERATING LEASE RIGHT-OF-USE ASSETS AND OPERATING LEASE LIABILITIES – RELATED PARTY (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Lease expiring	Dec. 31, 2030
Present value of operating lease liabilities	$ 3,972,696	$ 3,347,331
Lease term	3 years
Operating lease, cost	$ 560,626	$ 458,772
Accounting Standards Update 2016-02 [Member]
Present value of operating lease liabilities	$ 4,595,509

SCHEDULE OF NOTES PAYABLE RELAT

SCHEDULE OF NOTES PAYABLE RELATED PARTY (Details) - Related Party [Member] - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Short-Term Debt [Line Items]
Total related party notes	$ 11,397,617	$ 9,871,803
Quintel Note [Member]
Short-Term Debt [Line Items]
Total related party notes	4,062,713	4,062,713
C E O Note [Member]
Short-Term Debt [Line Items]
Total related party notes	$ 7,334,904	$ 5,809,090

SCHEDULE OF NOTES PAYABLE (Deta

SCHEDULE OF NOTES PAYABLE (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2020
Defined Benefit Plan Disclosure [Line Items]
Total	$ 3,572,864	$ 3,572,864
Fixed Asset Loan [Member]
Defined Benefit Plan Disclosure [Line Items]
Total	3,059,474	3,059,474
JN Building Loan [Member]
Defined Benefit Plan Disclosure [Line Items]
Total	$ 513,390	$ 513,390	$ 513,390

NOTES PAYABLE (Details Narrativ

NOTES PAYABLE (Details Narrative) - USD ($)	Jul. 01, 2023	May 28, 2020	Dec. 31, 2023	Jun. 06, 2023	Dec. 31, 2022	Jul. 01, 2021	Jun. 30, 2021	Dec. 31, 2020
Short-Term Debt [Line Items]
Other long-term liabilities, related party			$ 3,572,864		$ 3,572,864
Fixed Asset Loan [Member]
Short-Term Debt [Line Items]
Debt instrument interest rate			6%
Related Party [Member]
Short-Term Debt [Line Items]
Quintel Note			$ 11,397,617		9,871,803
Fixed Asset Loan [Member]
Short-Term Debt [Line Items]
Other long-term liabilities, related party			3,059,474		3,059,474
JN Building Loan [Member]
Short-Term Debt [Line Items]
Other long-term liabilities, related party			513,390		513,390			$ 513,390
Quintel Note [Member] | Related Party [Member]
Short-Term Debt [Line Items]
Quintel Note			4,062,713		$ 4,062,713
Chief Executive Officer [Member] | Quintel Note [Member]
Short-Term Debt [Line Items]
Principal amount			$ 4,062,000
Debt instrument interest rate			12%
Chief Executive Officer [Member] | Quintel Note [Member] | Related Party [Member]
Short-Term Debt [Line Items]
Quintel Note			$ 1,932,358
Chief Executive Officer [Member] | Buttorff Note [Member]
Short-Term Debt [Line Items]
Debt instrument interest rate							10%
Percentage of promissory							10%
Quintel Note							$ 1,685,685
Additional line of credit note						$ 8,000,000
Notes Payable [Member]
Short-Term Debt [Line Items]
Interest rate	6.82%
Interest paid	$ 4,627.38
Notes Payable [Member] | Equipment [Member]
Short-Term Debt [Line Items]
Principal amount				$ 298,761
Notes Payable [Member] | US Small Business Administration [Member]
Short-Term Debt [Line Items]
Disaster loan amount		$ 99,100	99,100
Interest rate		3.75%
Interest paid		$ 483
accured interest, payable			$ 2,047

SCHEDULE OF STOCK OPTIONS (Deta

SCHEDULE OF STOCK OPTIONS (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Equity [Abstract]
Options outstanding, beginning	346,854
Weighted average exercise price per share outstanding, beginning	$ 2.80
Weighted average remaining contractual life outstanding, ending	3 years 14 days	3 years 6 months 25 days
Aggregate intrinsic value outstanding, warrants outstanding Beginning
Options granted	205,000
Weighted average exercise price per share, options granted	$ 0.21
Weighted average remaining contractual life outstanding, options assumed in merger	4 years 1 month 9 days
Options exercised
Weighted average exercise price per share, options exercised
Options canceled/expired
Weighted average exercise price per share, options canceled/expired
Options outstanding, ending	551,854	346,854
eighted average exercise price per share outstanding, ending	$ 1.841	$ 2.80
Aggregate intrinsic value outstanding, warrants outstanding Ending
Options vested and exercisable	551,854
Weighted Average exercise price per share outstanding, vested and exercisable	$ 1.84
Weighted average remaining contractual life outstanding, vested and exercisable	3 years 8 months 12 days
Aggregate intrinsic value outstanding, warrants outstanding vested and exercisable	$ 2,500

SCHEDULE OF WARRANTS OUTSTANDIN

SCHEDULE OF WARRANTS OUTSTANDING (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Equity [Abstract]
Number of Shares, warrants outstanding Beginning	1,117,092
Weighted average exercise price per share, warrants outstanding Beginning	$ 2.02
Weighted average remaining contractual life warrants outstanding	3 years 1 month 6 days	4 years 18 days
Aggregate intrinsic value outstanding, warrants outstanding Beginning
Number of Shares, granted
Weighted average exercise price per share, options granted
Number of Shares, exercised
Weighted average exercise price per share, options exercised
Number of Shares, canceled / expired	12,851
Weighted average exercise price per share, options canceled/expired
Number of Shares, warrants outstanding Ending	1,104,243	1,117,092
Weighted average exercise price per share, warrants outstanding Ending	$ 1.79	$ 2.02
Aggregate intrinsic value outstanding, warrants outstanding Ending
Number of Shares, vested and exercisable	1,104,243
Weighted Average exercise price per share, warrants outstanding vested and exercisable	$ 1.79
Weighted average remaining contractual life warrants outstanding vested and exercisable	3 years 1 month 6 days
Aggregate intrinsic value outstanding, warrants outstanding vested and exercisable

SUMMARY OF RESTRICTED STOCK (De

SUMMARY OF RESTRICTED STOCK (Details)	Dec. 31, 2023 shares
Equity [Abstract]
Restricted stock, ending balance	107,993
Restricted stock, ending balance	1,793,483

STOCKHOLDERS_ EQUITY (Details N

STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)				1 Months Ended			12 Months Ended
	Sep. 30, 2023	Mar. 03, 2022	Jun. 30, 2021	Jun. 30, 2023	Feb. 28, 2023	Jun. 30, 2021	Dec. 31, 2023	Dec. 31, 2022	Nov. 18, 2021
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock, authorized							650,000,000	650,000,000
Common stock, par value							$ 0.0001	$ 0.0001
Preferred stock, convertible loan		$ 385,000
Preferred stock, shares authorized							50,000,000
Preferred stock, par value per share							$ 0.0001
Series A Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock, shares issued							0	350
Preferred stock, shares authorized							1,000	1,000
Preferred stock, par value per share							$ 0.0001	$ 0.0001
Series E Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock, shares issued							3,853,000
Preferred stock, shares authorized							3,853,000
Preferred stock, par value per share							$ 0.0001
Series E Preferred Stock [Member] | N7 Enterprises, Inc [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Convertible preferred stock, shares issued upon conversion	785
Series E Preferred Stock [Member] | N7 Enterprises, Inc [Member] | Minimum [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock, convertible, shares issuable	385
Employees and Directors [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Debt instrument, unamortized discount							$ 0
Stock Warrants [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Class of warrant or rights number of securities								56,377
Securities Purchase Agreement [Member] | Linco ln Park Capital Fund [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock, par value									$ 0.0001
Interest rate, effective percentage									10%
Carrying amount									$ 1,100,000
Warrant, term		5 years							5 years
Class of warrants									785,715
Exercise price									$ 1.40
Securities Purchase Agreement [Member] | Linco ln Park Capital Fund [Member] | Stock Warrants [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants purchase price									$ 1,000,000
Exchange Agreement [Member] | Investor [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock, par value		$ 0.0001
Interest rate, effective percentage		10%
Carrying amount		$ 385,000
Class of warrants		275,000
Exercise price		$ 1.40
Exchange Agreement [Member] | Investor [Member] | Series A Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock, shares issued		350
2021 Plan [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
New issuance of shares			339,522			339,522
Number of shares authorized under plan			144,621
Number of years shares available for grant			10 years
2018 Plan [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares authorized under plan						339,286
Option vested						196,491
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
note payable					$ 270,000
Cash Payment					$ 135,000
Issuance of common stock					540,000
Outstanding amount				$ 115,000
Number of shares convertible into common stock							540,000
Common Stock [Member] | N7 Enterprises, Inc [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares convertible into common stock	10,000

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) shares in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Leslie Buttorff [Member]
Loss Contingencies [Line Items]
Base salary			$ 380,000
Revenue Increased Due To Consecutive Months			$ 500,000
Common stock issued upon approval			2.2
Annual cash performance			100%
Buttorff [Member]
Loss Contingencies [Line Items]
Base salary			$ 780,000
Base salary			$ 1,560,000
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | One Customer [Member]
Loss Contingencies [Line Items]
Concentration risk, percentage	15%	16%
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Two Customer [Member]
Loss Contingencies [Line Items]
Concentration risk, percentage	9%	10%
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Three Customer [Member]
Loss Contingencies [Line Items]
Concentration risk, percentage	68%
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Receivable [Member]
Loss Contingencies [Line Items]
Concentration risk, percentage		33%
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Receivable [Member] | Minimum [Member]
Loss Contingencies [Line Items]
Concentration risk, percentage	27%	12%
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Receivable [Member] | Maximum [Member]
Loss Contingencies [Line Items]
Concentration risk, percentage	68%	68%
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Other Customer One [Member] | Minimum [Member]
Loss Contingencies [Line Items]
Concentration risk, percentage		29%
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Other Customer Two [Member] | Maximum [Member]
Loss Contingencies [Line Items]
Concentration risk, percentage		68%
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Sales Revenue [Member]
Loss Contingencies [Line Items]
Concentration risk, percentage			2%

SCHEDULE OF RELATED PARTY TRANS

SCHEDULE OF RELATED PARTY TRANSACTIONS LOANS (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Related Party Transaction [Line Items]
Interest Expense	$ 1,555,877	$ 2,048,171
Related Party Loan J And N Real Estate [Member]
Related Party Transaction [Line Items]
Accrued Interest	1,413,210	796,891
Interest Expense	616,319	546,952
Related Party Loan C E O Loan [Member]
Related Party Transaction [Line Items]
Accrued Interest	476,536	271,585
Interest Expense	204,952	185,525
Related Party Loan Line Of Credit [Member]
Related Party Transaction [Line Items]
Accrued Interest	966,105	282,869
Interest Expense	$ 683,237	$ 253,634

SCHEDULE OF EFFECTIVE TAX RATE

SCHEDULE OF EFFECTIVE TAX RATE (Details)	12 Months Ended
	Dec. 31, 2023
Income Tax Disclosure [Abstract]
U.S. federal statutory rate	21%
Increase in valuation allowance	(21.90%)
ROU Assets/Liabilities	(2.70%)
State taxes	3.60%
Income tax (expense) benefit

INCOME TAXES (Details Narrative

INCOME TAXES (Details Narrative)	12 Months Ended
	Dec. 31, 2023 USD ($)
Income Tax Disclosure [Abstract]
Net Operating Loss	$ 33,922,898
Increase in valuation allowance	$ 8,015,000

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - USD ($)	Mar. 05, 2024	Jan. 01, 2024
Subsequent Event [Line Items]
Debt outstanding	$ 100,000
Restricted Stock [Member]
Subsequent Event [Line Items]
Settle this debt	666,000
PLSH CEO [Member]
Subsequent Event [Line Items]
Equity Method Investment, Ownership Percentage		35%