Mycotopia Therapies (AIBT) 10-Q 19 Nov 21 2021 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2021	Nov. 19, 2021
Details
Registrant CIK	0001763329
Fiscal Year End	--12-31
Registrant Name	Mycotopia Therapies, Inc.
SEC Form	10-Q
Period End date	Sep. 30, 2021
Tax Identification Number (TIN)	87-0645794
Number of common stock shares outstanding		13,957,957
Filer Category	Non-accelerated Filer
Current with reporting	Yes
Interactive Data Current	Yes
Shell Company	false
Small Business	true
Emerging Growth Company	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	000-56022
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	18851 NE 29th Ave.
Entity Address, Address Line Two	Suite 700
Entity Address, City or Town	Aventura
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33180
Country Region	954
City Area Code	233
Local Phone Number	3511
Amendment Flag	false
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($)	Sep. 30, 2021	Dec. 31, 2020
CURRENT ASSETS
Cash	$ 947,395	$ 110,747
TOTAL CURRENT ASSETS	947,395	110,747
NON-CURRENT ASSETS
Equipment, net	2,746	0
TOTAL ASSETS	950,141	110,747
CURRENT LIABILITIES
Accounts payable and accrued expenses	58,694	220
Accrued interest - shareholder loan	7,583	1,776
Convertible note payable, net of debt discount	24,966	0
Shareholder loan, current portion	125,000	0
TOTAL CURRENT LIABILITES	216,243	1,996
Shareholder loan, non-current portion	500,000	125,000
TOTAL LIABILITIES	716,243	126,996
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, $0.001 par value; 5,000,000 shares authorized and no shares issued or outstanding	0	0
Common stock, $0.001 par value; 100,000,000 shares authorized; 13,933,537 and 12,925,420 shares issued and outstanding	13,933	12,925
Additional paid-in capital	2,750,992	0
Accumulated deficit	(2,531,027)	(29,174)
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)	233,898	(16,249)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$ 950,141	$ 110,747

CONSOLIDATED BALANCE SHEETS - P

CONSOLIDATED BALANCE SHEETS - Parenthetical - $ / shares	Sep. 30, 2021	Dec. 31, 2020
Details
Preferred Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Preferred Stock, Shares Authorized	5,000,000	5,000,000
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Common Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Common Stock, Shares Authorized	100,000,000	100,000,000
Common Stock, Shares, Issued	13,933,537	12,925,420
Common Stock, Shares, Outstanding	13,933,537	12,925,420

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Operating Expense
General and administrative	$ 2,354,600	$ 5,932	$ 2,467,198	$ 7,307
Total Operating Expense	2,354,600	5,932	2,467,198	7,307
Loss from Operations	(2,354,600)	(5,932)	(2,467,198)	(7,307)
Other income (expense)
Interest expense - related party	(31,604)	(552)	(34,655)	(1,254)
Net loss before provision for income taxes	(2,386,204)	(6,484)	(2,501,853)	(8,291)
Provision for income taxes	0	0	0	0
Net (loss) income	$ (2,386,204)	$ (6,484)	$ (2,501,853)	$ (8,291)
Basic and diluted loss per share	$ (0.17)	$ 0	$ (0.19)	$ 0
Average number of common shares outstanding - basic and diluted	13,643,369	12,425,420	13,168,553	12,425,420

CONSOLIDATED STATEMENT OF STOCK

CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT - USD ($)	Common Stock	Additional Paid-in Capital	Retained Earnings	Total
Stockholders' Equity Attributable to Parent, Beginning Balance at Dec. 31, 2019	$ 12,425	$ 0	$ (12,645)	$ 280
Shares, Outstanding, Beginning Balance at Dec. 31, 2019	12,425,000
Net (loss) income	$ 0	0	(157)	(157)
Stockholders' Equity Attributable to Parent, Ending Balance at Mar. 31, 2020	$ 12,425	0	(12,802)	123
Shares, Outstanding, Ending Balance at Mar. 31, 2020	12,425,000
Stockholders' Equity Attributable to Parent, Beginning Balance at Dec. 31, 2019	$ 12,425	0	(12,645)	280
Shares, Outstanding, Beginning Balance at Dec. 31, 2019	12,425,000
Net (loss) income				(8,291)
Stockholders' Equity Attributable to Parent, Ending Balance at Sep. 30, 2020	$ 12,425	0	(20,936)	(8,011)
Shares, Outstanding, Ending Balance at Sep. 30, 2020	12,425,000
Debt discount on convertible note payable				0
Stockholders' Equity Attributable to Parent, Beginning Balance at Mar. 31, 2020	$ 12,425	0	(12,802)	123
Shares, Outstanding, Beginning Balance at Mar. 31, 2020	12,425,000
Net (loss) income	$ 0	0	(1,650)	(1,650)
Stockholders' Equity Attributable to Parent, Ending Balance at Jun. 30, 2020	$ 12,425	0	(14,452)	(1,527)
Shares, Outstanding, Ending Balance at Jun. 30, 2020	12,425,000
Net (loss) income	$ 0	0	(6,484)	(6,484)
Stockholders' Equity Attributable to Parent, Ending Balance at Sep. 30, 2020	$ 12,425	0	(20,936)	(8,011)
Shares, Outstanding, Ending Balance at Sep. 30, 2020	12,425,000
Stockholders' Equity Attributable to Parent, Beginning Balance at Dec. 31, 2020	$ 12,925	0	(29,174)	(16,249)
Shares, Outstanding, Beginning Balance at Dec. 31, 2020	12,925,000
Net (loss) income			(8,240)	(8,240)
Stockholders' Equity Attributable to Parent, Ending Balance at Mar. 31, 2021	$ 12,925	0	(37,414)	(24,489)
Shares, Outstanding, Ending Balance at Mar. 31, 2021	12,925,000
Stockholders' Equity Attributable to Parent, Beginning Balance at Dec. 31, 2020	$ 12,925	0	(29,174)	(16,249)
Shares, Outstanding, Beginning Balance at Dec. 31, 2020	12,925,000
Net (loss) income				(2,501,853)
Stockholders' Equity Attributable to Parent, Ending Balance at Sep. 30, 2021	$ 13,933	2,750,992	(2,531,027)	233,898
Shares, Outstanding, Ending Balance at Sep. 30, 2021	13,932,537
Debt discount on convertible note payable				485,000
Stockholders' Equity Attributable to Parent, Beginning Balance at Mar. 31, 2021	$ 12,925	0	(37,414)	(24,489)
Shares, Outstanding, Beginning Balance at Mar. 31, 2021	12,925,000
Net (loss) income	$ 0	0	(107,409)	(107,409)
Stockholders' Equity Attributable to Parent, Ending Balance at Jun. 30, 2021	$ 12,925	0	(144,823)	(131,898)
Shares, Outstanding, Ending Balance at Jun. 30, 2021	12,925,000
Net (loss) income			(2,386,204)	(2,386,204)
Stockholders' Equity Attributable to Parent, Ending Balance at Sep. 30, 2021	$ 13,933	2,750,992	$ (2,531,027)	233,898
Shares, Outstanding, Ending Balance at Sep. 30, 2021	13,932,537
Stock based compensation	$ 1,008	2,265,992		2,267,000
Stock based compensation	1,007,537
Debt discount on convertible note payable		$ 485,000		$ 485,000

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (2,386,204)	$ (2,501,853)	$ (8,291)
Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities
Depreciation expense		249
Amortization of debt discount		24,966
Stock based compensation		2,267,000
Changes in operating assets and liabilities:
Accounts payable and accrued expenses		58,474	1,224
Accrued interest - shareholder loan		5,807	0
Net cash used in operating activities		(145,357)	(7,067)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment		(2,995)	0
Net cash used in investing activities		(2,995)	0
Non-cash Investing and Financing Activities:
Debt discount on convertible note payable	485,000	485,000	0
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from shareholder loan		500,000	125,000
Proceeds from the issuance of convertible debt		485,000	0
Net cash provided by financing activities		985,000	125,000
Net increase in cash		836,648	117,933
Cash, beginning of period		110,747	0
Cash, end of period	$ 947,395	947,395	117,933
Supplemental cash flow information:
Cash paid for interest		0	0
Cash paid for income taxes		$ 0	$ 0

1. Organization and Description

1. Organization and Description of Business	9 Months Ended
	Sep. 30, 2021
Notes
1. Organization and Description of Business	1. Organization and Description of Business The Company was incorporated in Nevada on January 21, 2000, under the name RM Investors, Inc. In December 2020, we entered into definitive agreements with Ehave, Inc., an Ontario corporation (“Ehave”), Mycotopia Therapies Inc., a Florida corporation and wholly owned subsidiary of Ehave (“MYC”), and the former and current directors of 20/20 Global that provide for: (i) 20/20 Global’s purchase for $350,000 in cash of all of the outstanding stock of MYC from Ehave under a Stock Purchase Agreement, resulting in MYC becoming a wholly owned subsidiary of 20/20 Global; and (ii) the change of control of 20/20 Global’s board of directors and management under a Change of Control and Funding Agreement. In a related transaction, Ehave agreed to purchase 9,793,754 shares of 20/20 Global common stock, which constitute approximately 75.77% of the issued and outstanding shares of 20/20 Global’s common stock, for $350,000 in cash through a Stock Purchase Agreement (“MYC SPA”) with 20/20 Global stockholders Mark D. Williams, Colin Gibson, and The Robert and Joanna Williams Trust. On January 19, 2021, the above transaction closed. Because the former shareholder of Mycotopia Therapies, Inc. acquired 75.77% of the Company’s outstanding stock and there was a change in control of the board of directors, the transaction was accounted for as a reverse merger in which Mycotopia Therapies, Inc. was deemed to be the accounting acquirer and the Company the legal acquirer. Subsequent to the transaction, the Company changed its name from 20/20 Global, Inc. to Mycotopia Therapies, Inc. As a result of the transaction the historical consolidated financial statements of the Company for periods prior to the date of the transaction are those of Mycotopia Therapies, Inc., as the accounting acquirer, and all references to the consolidated financial statements of the Company apply to the historical financial statements of Mycotopia Therapies, Inc. prior to the transaction and the consolidated financial statements of the Company subsequent to the transaction.

2. Going Concern

2. Going Concern	9 Months Ended
	Sep. 30, 2021
Notes
2. Going Concern	2. Going Concern The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. To date, the Company has generated no revenues, experienced negative operating cash flows and has incurred operating losses since inception. Management expects the Company to continue to fund its operations primarily through the issuance of debt or equity. For the nine months ended September 30, 2021, the Company incurred a net loss of $2,501,853, had negative cash flows from operations of $145,357 and may incur additional future losses. At September 30, 2021, the Company had total current assets of $947,395 and total current liabilities of $216,243 resulting in working capital of $731,152. The Company’s existence is dependent upon management’s ability to develop profitable operations. Management is devoting substantially all of its efforts to developing its business and raising capital and there can be no assurance that the Company’s efforts will be successful. No assurance can be given that management’s actions will result in profitable operations or the resolution of its liquidity problems. The accompanying consolidated financial statements do not include any adjustments that might result should the company be unable to continue as a going concern. The ongoing COVID-19 pandemic contributes to this uncertainty. In order to improve the Company’s liquidity, the Company’s management is actively pursuing additional equity financing through discussions with investment bankers and private investors. There can be no assurance that the Company will be successful in its effort to secure additional equity financing. The financial statements do not include any adjustments relating to the recoverability of assets and the amount or classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

3. Summary of Significant Accou

3. Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2021
Notes
3. Summary of Significant Accounting Policies	3. Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the "SEC"), including the instructions to Form10-Q and Regulation S-X. Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP"), have been condensed or omitted from these statements pursuant to such rules and regulations and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements. Principles of consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, MYC. All inter-company accounts and transactions have been eliminated in consolidation. Use of estimates The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements, and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash The Company considers all highly liquid investments purchased with maturities of three months or less to be cash equivalents. The Company has no cash equivalents. Basic and diluted net loss per share Basic loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period before giving effect to stock options, stock warrants, restricted stock units and convertible securities outstanding, which are considered to be dilutive common stock equivalents. Diluted net loss per common share is calculated based on the weighted average number of common and potentially dilutive shares outstanding during the period after giving effect to dilutive common stock equivalents. Contingently issuable shares are included in the computation of basic loss per share when issuance of the shares is no longer contingent. The number of warrants, options, and convertible debt, which were not included in the computation of earnings per share because the effect was antidilutive, was 14,389,369 and 0 for the nine months ended September 30, 2021 and 2020, respectively. Income taxes The Company provides for income taxes using the asset and liability approach. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. As of September 30, 2021 and December 31, 2020, the Company had a full valuation allowance against its deferred tax assets. Stock- Based Compensation Stock-based compensation is computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 718. FASB ASC 718 requires all share-based payments to employees and non- employees be recognized as compensation expense in the consolidated financial statements based on their f air values. The expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). As of September 30, 2021, the Company has not adopted a Stock Option Plan and has not 7 any options. Fair value of financial instruments The Company accounts for financial instruments in accordance with ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”). ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under ASC 820 are described below: Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2 – Quoted prices in non-active markets or in active markets for similar assets or liabilities, observable inputs other than quoted prices, and inputs that are not directly observable but are corroborated by observable market data; Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. There were no changes in the fair value hierarchy leveling during the nine months ended September 30, 2021 and 2020. Recently issued accounting pronouncements Management does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying consolidated financial statements, other than those disclosed below. In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815 – 40)” (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The ASU is part of the FASB’s simplification initiative, which aims to reduce unnecessary complexity in U.S. GAAP. The ASU’s amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The Company is currently evaluating the impact ASU 2020-06 will have on its financial statements.

4. Related Party Transaction

4. Related Party Transaction	9 Months Ended
	Sep. 30, 2021
Notes
4. Related Party Transaction	4. Related Party Transaction During the nine months ended September 30, 2020, the Company entered into a two term promissory notes with Ehave, Inc. (a majority shareholder) in the amount of $125,000. During the nine months ended September 30, 2021, the Company entered into a term promissory note with Ehave, Inc. in the amount of $500,000. The notes mature two years after the issuance date and bear an interest rate of 1.75% per year. As of September 30, 2021 and December 31, 2020, the Company owes $625,000 and $125,000, respectively. During the three months ended September 30, 2021 and 2020, the Company recorded interest expense of $2,513 and $545, respectively, in relation to these notes. During the nine months ended September 30, 2021 and 2020, the Company recorded interest expense of $3,051 and $702, respectively, in relation to these notes.

5. PROMISSORY AND CONVERTIBLE N

5. PROMISSORY AND CONVERTIBLE NOTES	9 Months Ended
	Sep. 30, 2021
Notes
5. PROMISSORY AND CONVERTIBLE NOTES	5. PROMISSORY AND CONVERTIBLE NOTES During the period ended September 30, 2021, the Company issued convertible promissory notes in the principal amount of $555,000. The principal amount includes $55,000 of original issue discount, $15,000 in deferred financing fees and 555,000 warrants with an exercise price of $1.00 per share. The term of the notes are 24 months and carry an effective interest rate of 8.00%. The notes mature beginning on August 27, 2023 through September 17, 2023. The convertible promissory notes are convertible into shares of common stock at $1.00 per share. The Company recorded a debt discount in the amount of $485,000, in the aggregate, in relation to the original issue discount, conversion feature and warrants. During the period ended September 30, 2021, the Company converted $0 of principal debt and issued -0- shares of common stock, in the aggregate, upon conversion of the convertible promissory notes. During the period ended September 30, 2021, the Company recorded amortization expense in the amount of $24,966 in relation to the amortization of debt discount of which $21,849 was recorded as amortization expense in relation to the warrants and conversion feature and $2,418 and $699 was recorded as interest expense in relation to the original issue discount and financing fees in the consolidated statements of operations and comprehensive income. As of September 30, 2021, the Company had an unamortized balance related to debt discount, warrants, and conversion features of $52,582, $478,150, and $14,302, respectively.

NOTE 6 - STOCKHOLDERS' EQUITY

NOTE 6 - STOCKHOLDERS' EQUITY	9 Months Ended
	Sep. 30, 2021
Notes
NOTE 6 - STOCKHOLDERS' EQUITY	6. STOCKHOLDERS’ EQUITY (DEFICIT) STOCK BASED COMPENSATION On July 26, 2021, the Company issued 500,000 shares of common stock to a consultant for services rendered. The Company expensed $1,126,000 in relation to this issuance. On July 26, 2021, the Company issued 250,000 shares of common stock to a consultant for services rendered. The Company expensed $563,000 in relation to this issuance. On July 26, 2021, the Company issued 250,000 shares of common stock to a consultant for services rendered. The Company expensed $563,000 in relation to this issuance. On July 27, 2021, the Company issued 7,537 shares of common stock to a consultant for services rendered. The Company expensed $15,000 in relation to this issuance. Warrants Issued The following table reflects a summary of Common Stock warrants outstanding and warrant activity during the period ended September 30, 2021 Underlying Shares Weighted Average Exercise Price Weighted Average Term (Years) Warrants outstanding at January 1, 2021 - - - Granted 555,000 1.5 2 Exercised - - - Forfeited - - - Warrants outstanding and exercisable at September 30, 2021 555,000 $ 1.5 2 The intrinsic value of warrants outstanding as of September 30, 2021 was $50,500. The warrants granted during the period ending September 30, 2021 were valued using the Black-Scholes option pricing model using the following weighted average assumptions: Nine Months Ended September 31, 2021 Expected term, in years 2 Exercise price 1.5 Expected volatility 100% Stock price 1.8 – 2.0 Risk-free interest rate 0.22 – 0.23 Dividend yield 0%

7. Subsequent Events

7. Subsequent Events	9 Months Ended
	Sep. 30, 2021
Notes
7. Subsequent Events	7. Subsequent Events The company’s management has evaluated subsequent events occurring after September 30, 2021, the date of our most recent balance sheet, through the date our financial statements were issued. In October of 2021, the company issued 25,000 shares of common stock pursuant to the convertible promissory note agreement.

3. Summary of Significant Acc_2

3. Summary of Significant Accounting Policies: Basis of Presentation (Policies)	9 Months Ended
	Sep. 30, 2021
Policies
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the "SEC"), including the instructions to Form10-Q and Regulation S-X. Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP"), have been condensed or omitted from these statements pursuant to such rules and regulations and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements.

3. Summary of Significant Acc_3

3. Summary of Significant Accounting Policies: Basis of Consolidation (Policies)	9 Months Ended
	Sep. 30, 2021
Policies
Basis of Consolidation	Principles of consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, MYC. All inter-company accounts and transactions have been eliminated in consolidation.

3. Summary of Significant Acc_4

3. Summary of Significant Accounting Policies: Use of Estimates (Policies)	9 Months Ended
	Sep. 30, 2021
Policies
Use of Estimates	Use of estimates The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements, and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

3. Summary of Significant Acc_5

3. Summary of Significant Accounting Policies: Cash and Cash Equivalents (Policies)	9 Months Ended
	Sep. 30, 2021
Policies
Cash and Cash Equivalents	Cash The Company considers all highly liquid investments purchased with maturities of three months or less to be cash equivalents. The Company has no cash equivalents.

3. Summary of Significant Acc_6

3. Summary of Significant Accounting Policies: Basic and diluted net loss per share (Policies)	9 Months Ended
	Sep. 30, 2021
Policies
Basic and diluted net loss per share	Basic and diluted net loss per share Basic loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period before giving effect to stock options, stock warrants, restricted stock units and convertible securities outstanding, which are considered to be dilutive common stock equivalents. Diluted net loss per common share is calculated based on the weighted average number of common and potentially dilutive shares outstanding during the period after giving effect to dilutive common stock equivalents. Contingently issuable shares are included in the computation of basic loss per share when issuance of the shares is no longer contingent. The number of warrants, options, and convertible debt, which were not included in the computation of earnings per share because the effect was antidilutive, was 14,389,369 and 0 for the nine months ended September 30, 2021 and 2020, respectively.

3. Summary of Significant Acc_7

3. Summary of Significant Accounting Policies: Income Taxes (Policies)	9 Months Ended
	Sep. 30, 2021
Policies
Income Taxes	Income taxes The Company provides for income taxes using the asset and liability approach. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. As of September 30, 2021 and December 31, 2020, the Company had a full valuation allowance against its deferred tax assets.

3. Summary of Significant Acc_8

3. Summary of Significant Accounting Policies: Fair Value of Financial Instruments (Policies)	9 Months Ended
	Sep. 30, 2021
Policies
Fair Value of Financial Instruments	Fair value of financial instruments The Company accounts for financial instruments in accordance with ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”). ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under ASC 820 are described below: Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2 – Quoted prices in non-active markets or in active markets for similar assets or liabilities, observable inputs other than quoted prices, and inputs that are not directly observable but are corroborated by observable market data; Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. There were no changes in the fair value hierarchy leveling during the nine months ended September 30, 2021 and 2020.

3. Summary of Significant Acc_9

3. Summary of Significant Accounting Policies: Recent Accounting Pronouncements (Policies)	9 Months Ended
	Sep. 30, 2021
Policies
Recent Accounting Pronouncements	Recently issued accounting pronouncements Management does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying consolidated financial statements, other than those disclosed below. In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815 – 40)” (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The ASU is part of the FASB’s simplification initiative, which aims to reduce unnecessary complexity in U.S. GAAP. The ASU’s amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The Company is currently evaluating the impact ASU 2020-06 will have on its financial statements.

3. Summary of Significant Ac_10

3. Summary of Significant Accounting Policies: Stock- Based Compensation (Tables)	9 Months Ended
	Sep. 30, 2021
Tables/Schedules
Stock- Based Compensation	Stock- Based Compensation Stock-based compensation is computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 718. FASB ASC 718 requires all share-based payments to employees and non- employees be recognized as compensation expense in the consolidated financial statements based on their f air values. The expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). As of September 30, 2021, the Company has not adopted a Stock Option Plan and has not 7 any options.

NOTE 6 - STOCKHOLDERS' EQUITY_

NOTE 6 - STOCKHOLDERS' EQUITY: Schedule of Common Stock Warrants Outstanding and Warrant Activity (Tables)	9 Months Ended
	Sep. 30, 2021
Tables/Schedules
Schedule of Common Stock Warrants Outstanding and Warrant Activity	Underlying Shares Weighted Average Exercise Price Weighted Average Term (Years) Warrants outstanding at January 1, 2021 - - - Granted 555,000 1.5 2 Exercised - - - Forfeited - - - Warrants outstanding and exercisable at September 30, 2021 555,000 $ 1.5 2

NOTE 6 - STOCKHOLDERS' EQUITY_2

NOTE 6 - STOCKHOLDERS' EQUITY: Schedule of Weighted Average Assumptions (Tables)	9 Months Ended
	Sep. 30, 2021
Tables/Schedules
Schedule of Weighted Average Assumptions	Nine Months Ended September 31, 2021 Expected term, in years 2 Exercise price 1.5 Expected volatility 100% Stock price 1.8 – 2.0 Risk-free interest rate 0.22 – 0.23 Dividend yield 0%

1. Organization and Descripti_2

1. Organization and Description of Business (Details)	Jan. 19, 2021
2020 Produce Sales Inc
Equity Method Investment, Ownership Percentage	75.77%

2. Going Concern (Details)

2. Going Concern (Details) - USD ($)	3 Months Ended						9 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Details
Net (loss) income	$ (2,386,204)	$ (107,409)	$ (8,240)	$ (6,484)	$ (1,650)	$ (157)	$ (2,501,853)	$ (8,291)
Net cash used in operating activities							(145,357)	$ (7,067)
TOTAL CURRENT ASSETS	947,395						947,395		$ 110,747
TOTAL CURRENT LIABILITES	216,243						216,243		$ 1,996
Working Capital	$ 731,152						$ 731,152

3. Summary of Significant Ac_11

3. Summary of Significant Accounting Policies: Basic and diluted net loss per share (Details) - shares	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Details
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	14,389,369	0

4. Related Party Transaction (D

4. Related Party Transaction (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Details
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate	1.75%		1.75%
Due to Related Parties	$ 625,000		$ 625,000		$ 125,000
Interest Expense	$ 2,513	$ 545	$ 3,051	$ 702

5. PROMISSORY AND CONVERTIBLE_2

5. PROMISSORY AND CONVERTIBLE NOTES (Details) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2020
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures		555,000
Debt discount on convertible note payable	$ 485,000	$ 485,000	$ 0
Amortization of debt discount		24,966
Debt Discount
Unamortized Balance	52,582	52,582
Warrants
Unamortized Balance	478,150	478,150
Conversion Features
Unamortized Balance	$ 14,302	$ 14,302

NOTE 6 - STOCKHOLDERS' EQUITY (

NOTE 6 - STOCKHOLDERS' EQUITY (Details) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
Stock based compensation	$ 2,267,000
Stock Issuance 1
Stock based compensation		500,000
Stock based compensation		$ 1,126,000
Stock Issuance 2
Stock based compensation		250,000
Stock based compensation		$ 563,000
Stock Issuance 3
Stock based compensation		250,000
Stock based compensation		$ 563,000
Stock Issuance 4
Stock based compensation		7,537
Stock based compensation		$ 15,000

NOTE 6 - STOCKHOLDERS' EQUITY_3

NOTE 6 - STOCKHOLDERS' EQUITY: Schedule of Common Stock Warrants Outstanding and Warrant Activity (Details) - $ / shares	9 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Details
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number		0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures	555,000
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price	$ 1.5
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term	2 years
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Exercised	0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period	0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number	555,000

NOTE 6 - STOCKHOLDERS' EQUITY_4

NOTE 6 - STOCKHOLDERS' EQUITY: Schedule of Weighted Average Assumptions (Details)	9 Months Ended
	Sep. 30, 2021$ / shares
Expected term, in years	2 years
Exercise price	$ 1.5
Expected volatility	100.00%
Dividend yield	0.00%
Minimum
Stock price	$ 1.8
Risk-free interest rate	0.22%
Maximum
Stock price	$ 2
Risk-free interest rate	0.23%