Mycotopia Therapies (TPIA) 10-Q 14 Nov 22 2022 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2022	Nov. 14, 2022
Details
Registrant CIK	0001763329
Fiscal Year End	--12-31
Registrant Name	Mycotopia Therapies, Inc.
SEC Form	10-Q
Period End date	Sep. 30, 2022
Tax Identification Number (TIN)	87-0645794
Number of common stock shares outstanding		14,716,095
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	2022
Document Fiscal Period Focus	Q3

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($)	Sep. 30, 2022	Dec. 31, 2021
CURRENT ASSETS
Cash	$ 438,425	$ 1,267,519
TOTAL CURRENT ASSETS	438,425	1,267,519
NON-CURRENT ASSETS
Property and equipment, net	1,748	2,497
TOTAL ASSETS	440,173	1,270,016
CURRENT LIABILITIES
Accounts payable and accrued expenses	100,988	171,031
Accrued interest - shareholder loan payable	0	10,339
Shareholder loan payable	0	125,000
Convertible note payable, net of debt discount and current portion	195,776	0
TOTAL CURRENT LIABILITES	296,764	306,370
TOTAL LIABILITIES	675,421	929,995
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, $0.001 par value, 100,000,000 shares authorized; 14,554,095 and 13,967,332, shares issued and outstanding, respectively	14,553	13,966
Additional paid-in capital	4,483,555	3,175,959
Accumulated deficit	(4,783,256)	(2,849,904)
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)	(235,248)	340,021
TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS' EQUITY (DEFICIT)	440,173	1,270,016
Convertible note payable, net of debt discount and current portion	378,657	123,625
Shareholder loan payable, non-current	0	500,000
MEZZANINE EQUITY
Preferred stock, $0.001 par value; 5,000,000 shares authorized, and 5,000 and 0, as of September 30, 2022 and December 31, 2021; liquidation preference of $50,000 and $0, respectively	$ 50,000	$ 0

CONSOLIDATED BALANCE SHEETS - P

CONSOLIDATED BALANCE SHEETS - Parenthetical - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Details
Temporary Equity, Par or Stated Value Per Share	$ 0.001	$ 0.001
Temporary Equity, Shares Authorized	5,000,000	5,000,000
Temporary Equity, Shares Outstanding	5,000	0
Liquidation Preference	$ 50,000	$ 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	14,554,095	13,967,332
Common Stock, Shares, Outstanding	14,554,095	13,967,332

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Operating Expense
General and administrative	$ 322,442	$ 2,354,600	$ 1,314,769	$ 2,467,198
Total Operating Expense	322,442	2,354,600	1,314,769	2,467,198
Loss from Operations	(322,442)	(2,354,600)	(1,314,769)	(2,467,198)
Other income (expense)
Interest expense	(183,872)	0	(611,380)	0
Interest expense - related party	(1,779)	(31,604)	(7,203)	(34,655)
Nonoperating Income (Expense)	(185,651)	(31,604)	(618,583)	(34,655)
Net loss before provision for income taxes	(508,093)	(2,386,204)	(1,933,352)	(2,501,853)
Provision for income taxes	0	0	0	0
Net loss	$ (508,093)	$ (2,386,204)	$ (1,933,352)	$ (2,501,853)
Loss per share - basic and diluted	$ (0.04)	$ (0.17)	$ (0.20)	$ (0.19)
Average number of common shares outstanding - basic and diluted	14,413,615	13,643,369	9,765,371	13,168,553

CONSOLIDATED STATEMENTS OF STOC

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($)	Preferred Stock	Common Stock	Additional Paid-in Capital	Retained Earnings	Total
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		12,925,420
Net loss	$ 0	$ 0	0	(8,240)	(8,240)
Stockholders' Equity Attributable to Parent, Ending Balance at Mar. 31, 2021	$ 0	$ 12,925	0	(37,414)	(24,489)
Shares, Outstanding, Ending Balance at Mar. 31, 2021	0	12,925,420
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		12,925,420
Stock based compensation					2,267,000
Debt discount on convertible note payable					485,000
Net loss					(2,501,853)
Stockholders' Equity Attributable to Parent, Ending Balance at Sep. 30, 2021	$ 0	$ 13,933	2,750,992	(2,531,027)	233,898
Shares, Outstanding, Ending Balance at Sep. 30, 2021	0	13,932,957
Conversion of convertible debt in common stock					0
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		12,925,420
Stockholders' Equity Attributable to Parent, Ending Balance at Dec. 31, 2021	$ 0	$ 13,966	3,175,959	(2,849,904)	340,021
Shares, Outstanding, Ending Balance at Dec. 31, 2021	0	13,967,332
Conversion of convertible debt in common stock, Shares		83,645
Stockholders' Equity Attributable to Parent, Beginning Balance at Mar. 31, 2021	$ 0	$ 12,925	0	(37,414)	(24,489)
Shares, Outstanding, Beginning Balance at Mar. 31, 2021	0	12,925,420
Net loss	$ 0	$ 0	0	(107,409)	(107,409)
Stockholders' Equity Attributable to Parent, Ending Balance at Jun. 30, 2021	$ 0	$ 12,925	0	(144,823)	(131,898)
Shares, Outstanding, Ending Balance at Jun. 30, 2021	0	12,925,420
Stock based compensation	$ 0	$ 1,008	2,265,992	0	2,267,000
Stock based compensation		1,007,537
Debt discount on convertible note payable	0	$ 0	485,000	0	485,000
Net loss	0	0	0	(2,386,204)	(2,386,204)
Stockholders' Equity Attributable to Parent, Ending Balance at Sep. 30, 2021	$ 0	$ 13,933	2,750,992	(2,531,027)	233,898
Shares, Outstanding, Ending Balance at Sep. 30, 2021	0	13,932,957
Stockholders' Equity Attributable to Parent, Beginning Balance at Dec. 31, 2021	$ 0	$ 13,966	3,175,959	(2,849,904)	340,021
Shares, Outstanding, Beginning Balance at Dec. 31, 2021	0	13,967,332
Stock based compensation	$ 0	$ 322	874,116	0	874,438
Stock based compensation		322,122
Sale of preferred shares in private placements	$ 150,000	$ 0	0	0	150,000
Sale of preferred shares in private placements	15,000
Conversion of preferred to common	$ (70,000)	$ 33	69,967	0	0
Conversion of preferred to common	(7,000)	32,920
Debt discount on convertible note payable	$ 0	$ 0	250,000	0	250,000
Net loss	0	0	0	(1,088,334)	(1,088,334)
Stockholders' Equity Attributable to Parent, Ending Balance at Mar. 31, 2022	$ 80,000	$ 14,321	4,370,042	(3,938,238)	526,125
Shares, Outstanding, Ending Balance at Mar. 31, 2022	8,000	14,322,374
Stockholders' Equity Attributable to Parent, Beginning Balance at Dec. 31, 2021	$ 0	$ 13,966	3,175,959	(2,849,904)	340,021
Shares, Outstanding, Beginning Balance at Dec. 31, 2021	0	13,967,332
Stock based compensation					874,438
Sale of preferred shares in private placements					150,000
Sale of preferred shares in private placements	15,000
Conversion of preferred to common	(10,000)	55,834
Debt discount on convertible note payable					250,000
Net loss					(1,933,352)
Stockholders' Equity Attributable to Parent, Ending Balance at Sep. 30, 2022	$ 50,000	$ 14,553	4,483,455	(4,783,256)	(235,248)
Shares, Outstanding, Ending Balance at Sep. 30, 2022	5,000	14,554,095
Conversion of convertible debt in common stock					$ 83,645
Conversion of convertible debt in common stock, Shares		83,645
Common stock issued on cashless exercise of warrant, Shares					125,162
Stockholders' Equity Attributable to Parent, Beginning Balance at Mar. 31, 2022	$ 80,000	$ 14,321	4,370,042	(3,938,238)	$ 526,125
Shares, Outstanding, Beginning Balance at Mar. 31, 2022	8,000	14,322,374
Conversion of preferred to common	$ (30,000)	$ 23	29,977	0	0
Conversion of preferred to common	(3,000)	22,914
Net loss	$ 0	$ 0	0	(336,925)	(336,925)
Stockholders' Equity Attributable to Parent, Ending Balance at Jun. 30, 2022	$ 50,000	$ 14,440	4,483,568	(4,275,163)	272,845
Shares, Outstanding, Ending Balance at Jun. 30, 2022	5,000	14,440,660
Conversion of convertible debt in common stock	$ 0	$ 84	83,561	0	83,645
Conversion of convertible debt in common stock, Shares		83,645
Common stock issued on cashless exercise of warrant		$ 12	(12)	0	0
Common stock issued on cashless exercise of warrant, Shares		11,727
Net loss	0	$ 0		(508,093)	(508,093)
Stockholders' Equity Attributable to Parent, Ending Balance at Sep. 30, 2022	$ 50,000	$ 14,553	4,483,455	(4,783,256)	(235,248)
Shares, Outstanding, Ending Balance at Sep. 30, 2022	5,000	14,554,095
Common stock issued on cashless exercise of warrant	$ 0	$ 113	$ (113)	$ 0	$ 0
Common stock issued on cashless exercise of warrant, Shares		113,435

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (1,933,352)	$ (2,501,853)
Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities
Depreciation expense	749	249
Amortization of debt discount	533,308	24,966
Stock based compensation	874,438	2,267,000
Changes in Operating Assets and Liabilities
Increase (decrease) in accounts payable and accrued expenses	(68,898)	58,474
Increase (decrease) in accrued interest - shareholder loan payable	(10,339)	5,807
NET CASH USED IN OPERATING ACTIVITES	(604,094)	(145,357)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment	0	(2,995)
Net cash used in investing activities	0	(2,995)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from shareholder loan payable	0	500,000
Repayment of shareholder loan payable	(625,000)	0
Proceeds from the issuance of preferred stock	150,000	0
Proceeds from the issuance of convertible note payable	250,000	485,000
NET CASH PROVIDED BY FINANCING ACTIVITES	(225,000)	985,000
NET CHANGE IN CASH	(829,094)	836,648
CASH AT BEGINNING OF PERIOD	1,267,519	110,747
CASH AT END OF PERIOD	438,425	947,395
Cash paid during the period
Cash paid for interest	15,000	0
Cash paid for income taxes	$ 0	$ 0
NON-CASH FINANCING ACTIVITIES
Conversion of preferred to common stock	100,000	0
Debt discount on convertible note payable	$ 250,000	$ 485,000
Conversion of convertible debt in common stock	$ 83,645	$ 0

NOTE 1. Organization and Descri

NOTE 1. Organization and Description of Business	9 Months Ended
	Sep. 30, 2022
Notes
NOTE 1. Organization and Description of Business	NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS Organization and Business Activity Mycotopia Therapies Inc, (formerly 2020 Global)(“the Company” or “Mycotopia”) headquartered in Florida, incorporated in the state of Nevada in January of 2020, and is a 100% wholly owned corporation of Ehave Inc, a public traded company. Mycotopia Therapies, Inc. promotes the study of psychedelics for the treatment of mental health issues and supports the creation of both natural and synthetic molecules for the development of appropriate treatments. The Company also intends to deploy technology from its parent company, Ehave, Inc., in the collection of research and clinical data to further the study of the effects of psychedelics in the treatment of mental health issues. On January 19, 2021, 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. As a result of the transaction the historical consolidated financial statements of the Company are presented to reflect the acquisition retroactively in the balance sheet and statement of stockholders’ equity (deficit).

NOTE 2. Going Concern

NOTE 2. Going Concern	9 Months Ended
	Sep. 30, 2022
Notes
NOTE 2. Going Concern	NOTE 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, 2022, the Company incurred a net loss of $1,933,352 and had negative cash flows from operations of $604,094. At September 30, 2022, the Company had total current assets of $438,425 and total current liabilities of $296,764, resulting in working capital of $141,661. 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.

NOTE 3. Summary of Significant

NOTE 3. Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2022
Notes
NOTE 3. Summary of Significant Accounting Policies	NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and include the accounts of the Company and its wholly owned subsidiary, . All inter-company accounts and transactions have been eliminated in consolidation. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification, or ASC, and Accounting Standards Updates, or ASUs, of the Financial Accounting Standards Board. Basis of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Mycotopia Therapies Inc. (“MYC”). All inter-company accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. Our financial statements include, when applicable, disclosures of estimates, assumptions, uncertainties, and markets that could affect our financial statements and future operations. The Effects of COVID-19 Due to the COVID-19 pandemic, there has been uncertainty and disruption in the global economy and financial markets. The Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities as of the date of issuance of this Quarterly Report on Form 10-Q. These estimates may change, as new events occur, and additional information is obtained. Actual results could differ materially from these estimates under different assumptions or conditions. Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities at the date of purchase of three months or less to be cash equivalents. Cash and cash equivalents include bank demand deposits, marketable securities with maturities of three months or less at purchase, and money market funds that invest primarily in certificates of deposits, commercial paper and U.S. government and U.S. government agency obligations. Cash equivalents are reported at fair value. Fixed Assets and Depreciation Property, plant, and equipment are stated at cost. For financial reporting, we provide for depreciation on the straight-line method at rates based upon the estimated useful lives of the various assets. Depreciation expense was $749 and $249 for the nine months ended September 30, 2022 and 2021, respectively. The estimated useful lives are as follows: buildings and improvements—30 years; machinery and equipment—10-15 years; computer software—3-5 years; vehicles—3-7 years; and land improvements—10-20 years. We assess our long-lived assets for impairment whenever there is an indicator of impairment. Impairment losses are evaluated if the estimated undiscounted cash flows from using the assets are less than carrying value. A loss is recognized when the carrying value of an asset exceeds its fair value. There were no impairment losses in 2022 and 2021. Fair Value of Financial Instruments The Company accounts for financial instruments in accordance with ASC 820, “Fair Value Measurements and Disclosures.”, which 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, 2022 and 2021. Stock Based Compensation We follow ASC 718, “Compensation–Stock Compensation,” which prescribes accounting and reporting standards for all share-based payment transactions in which employee and non-employee services are acquired. Share-based payments to employees and non-employees, including grants of stock options, are recognized as compensation expense in the financial statements based on their fair values on the grant date. That expense is recognized over the period required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). 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, 2022 and June 30, 2021, the Company had a full valuation allowance against its deferred tax assets. We adopted ASC 740-10-25, “ ,” which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740-10-25, we may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. ASC 740-10-25 also provides guidance on derecognition, classification, interest and penalties on income taxes, and accounting in interim periods and requires increased disclosures. We had no material adjustments to our liabilities for unrecognized income tax benefits according to the provisions of ASC 740-10-25. 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 contingently issuable shares related to warrants, options, and convertible debt, which were not included in the computation of earnings per share because the effect was antidilutive, was 2,430,833 and 14,389,369 for the nine months ended September 30, 2022 and 2021, respectively. Recent 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 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 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.

NOTE 4. Related Party Transacti

NOTE 4. Related Party Transaction	9 Months Ended
	Sep. 30, 2022
Notes
NOTE 4. Related Party Transaction	NOTE 4 – RELATED PARTY TRANSACTION During February and April 2020, the Company entered into three term promissory notes with Ehave, Inc. (a majority shareholder) in the amounts of $25,000, $100,000, and $500,000, respectively. The notes mature two years after the issuance date and bear an interest rate of 1.75% per year and are currently past the maturity date and in default. Between May and September 2022, the Company in four installments in the amounts of $400,000 $225,000, and three concurring installments of $5,000 repaid all the outstanding principal and interest due on the three promissory notes. As of September 30, 2022 and December 31, 2021, the Company owes $0 and $625,000, respectively in principle related to these promissory notes. During the nine months ended September 30, 2022 and September 30, 2021, the Company recorded interest expense of $5,424 and $3,051, respectively, in relation to these notes, and paid $15,000 and $0, respectively, towards the outstanding accrued interest balance. As of September 30, 2022 and December 31, 2021 the Company’s outstanding accrued interest balance related to these promissory notes was $0 and $10,339 respectively.

NOTE 5. PROMISSORY AND CONVERTI

NOTE 5. PROMISSORY AND CONVERTIBLE NOTES	9 Months Ended
	Sep. 30, 2022
Notes
NOTE 5. PROMISSORY AND CONVERTIBLE NOTES	NOTE 5 – PROMISSORY AND CONVERTIBLE NOTES During the nine months ended September 30, 2022 and 2021, the Company issued convertible promissory notes in the principal amount of $250,000 and $485,000, respectively. In accordance with the terms of the agreement, During the nine months ended September 30, 2022 the Company received notice to convert two loans for an aggregate of $82,500 in principal and $1,145 in interest, into 83,645 shares of common stock (see Note 6). As of September 30, 2022 and December 31, 2021 the Company had outstanding to various lenders as convertible promissory notes an aggregate amount of $1,250,000 and $1,007,500, respectively. In aggregate, as of September 30, 2022 the principal amount includes $163,500 of original issue discount, $18,000 in cash financing fees, $49,750 in non-cash financing fees (see note 6) and 1,196,505 warrants with an exercise price of $1.50 per share. All notes are due to mature 24 months from their respective effective date and mature beginning on August 27, 2023 through January 21, 2024 Additionally, the notes effective interest rate of the notes is 8% and are convertible into share of common stock at $1.00 per share. The following tables reflects a summary of the outstanding principal and interest by each lender and their respective maturity date as of September 30, 2022 and December 31, 2021: September 30, 2022 December 31, 2021 Maturity Date Total Outstanding*** Principal Interest Total Outstanding*** Principal Interest Lender A** 8/27/2023 $ 545,249 $ 500,000 $ 45,249 $ 513,883 $ 500,000 $ 13,883 Lender B** 9/27/2023 59,703 55,000 4,703 56,268.91 55,000 1,269 Lender C 10/27/2023 236,754 220,000 16,754 223,134 220,000 3,134 Lender D 11/9/2023 - - - 27,813 27,500 313 Lender E 10/21/2023 - - - 55,856 55,000 856 Lender F 12/27/2023 159,295 150,000 9,295 150,132 150,000 132 Lender G 1/21/2024 342,951 325,000 17,951 - - - $ 1,343,952 $ 1,250,000 $ 93,952 $ 1,027,087 $ 1,007,500 $ 19,587 ** - Amount due within the next 12 months and classified as current liability on the September 30, 2022 balance sheet. *** - Total Outstanding = Principal + Interest as of September 30, 2022 and December 31, 2021 During the nine months ended September 30, 2022 and 2021, the Company recorded an aggregate debt discount of $325,000 and $555,000, respectively, under the terms of convertible promissory note agreement. The total $325,000 debt discount was allocated between the original issue discount related to cash financing fees of $75,000, as well as $250,000 recorded as an offset to additional paid-in capital in connection with the beneficial conversion feature and warrants (see Note 6). The beneficial conversion feature was valued at $68,347 and the warrants were valued at $181,653, in the aggregate. During the nine months ended September 30, 2022 and 2021, the Company recorded amortization expense in the amount of $533,308 and $24,966, respectively, as amortization of debt discount of which $442,711 was recorded as amortization expense in relation to the warrants and conversion feature, $65,821 was recorded as interest expense in relation to the original issue discount and, $24,776 financing fees in the consolidated statements of operations. As of September 30, 2022 and December 31 2021, the Company had an unamortized debt discount balance of $675,567 and $883,875, respectively, with a weighted amortization period of 1.24 years and 1.87 years, respectively.

NOTE 6 - STOCKHOLDERS' EQUITY

NOTE 6 - STOCKHOLDERS' EQUITY	9 Months Ended
	Sep. 30, 2022
Notes
NOTE 6 - STOCKHOLDERS' EQUITY	NOTE 6 – STOCKHOLDERS’ EQUITY We are authorized to issue 100,000,000 shares of common stock, $0.001 par value, and 5,000,000 shares of preferred stock, $0.001 par value. Each share of common stock entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought. Mezzanine Equity The Preferred Shares are recorded as mezzanine equity in accordance with ASC 480, “Distinguishing Liabilities from Equity,” at its initial net carrying value in the amount of $50,000. The Series A Shares are recorded as mezzanine equity in accordance with ASC 480 because the Company may be obligated to issue a variable number of shares at a fixed price known at inception and there is no maximum number of shares that could potentially be issued upon conversion. In this instance, cash settlement would be presumed and the Series A Shares are classified as mezzanine equity in accordance with ASC 480-10-S99. Immediately upon effectiveness of the registration statement registering for resale of all the common stock issuable under the Series A Shares, all outstanding Series A Shares shall automatically convert into common stock. During the nine months ended September 30, 2022, the Company sold 15,000 shares of preferred stock to three shareholders for $150,000 in proceeds as part under a Regulation A offering of Section 3(6) of the Securities Act of 1933. The shares are allowed to convert into common stock by option of the holder at any time based on the fair market value of the common stock at the date of the conversion. As of September 30, 2022, 10,000 preferred shares with a fair value of $100,000 were converted in various installments, into an aggregate 55,834 shares of common stock. Conversion of Convertible Debt and Warrants to Equity During the nine months ended September 30, 2022, the Company issued 83,645 shares of common stock, in the aggregate, upon the conversion of convertible promissory notes and accrued interest in the amount of $83,645 (see Note 5). STOCK BASED COMPENSATION On January 21, 2022, the Company issued 250,000 shares of common stock to a related party and majority shareholder, Benjamin Kaplan, as part of his compensation for services rendered in accordance with his Agreement (Note 7) for services rendered as CEO. The Company expensed $750,000 in relation to this issuance. On January 24, 2022, the Company issued 12,500 shares of common stock to a consultant for services rendered. The Company expensed $38,188 in relation to this issuance. On March 17, 2022, the Company issued 59,622 shares of common stock valued at $86,250 as stock-based compensation for consulting services rendered. Warrants Issued During the nine months ended September 30, 2022, the Company issued 325,000 warrants to purchase common stock as part of the convertible promissory notes discussed above in Note 5. During the nine months ended September 30, 2022, the Company issued 125,162 shares of common stock upon the cashless exercise of 151,667 warrants. The following table reflects a summary of Common Stock warrants outstanding and warrant activity for the nine months ended September 30, 2022: Underlying Shares Weighted Average Exercise Price Weighted Average Term (Years) Warrants outstanding at January 1, 2022 996,667 1.50 2.87 Granted 325,000 1.50 3.00 Exercised (125,162) - - Forfeited - - - Warrants outstanding and exercisable at September 30, 2022 1,196,505 1.50 2.62 As of September 30, 2022, the outstanding and exercisable warrants have an intrinsic value of $0. The aggregate intrinsic value was calculated as the difference between the closing market price as of September 30, 2022, which was $.35, and the exercise price of the outstanding stock options. The warrants granted during the period ending September 30, 2022 were valued using the Black-Scholes option pricing model using the following weighted average assumptions: For the Nine Months Ended, September 30, 2022 September 30, 2021 Expected term, in years 2 - Exercise price 1.5 - Expected volatility 100% - Stock price 3.0 - Risk-free interest rate 1.01% - Dividend yield 0% -

NOTE 7 - COMMITMENTS AND CONTIN

NOTE 7 - COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2022
Notes
NOTE 7 - COMMITMENTS AND CONTINGENCIES	NOTE 7 – COMMITMENTS AND CONTINGENCIES On November 17, 2021, the Company entered into an Executive Consulting Agreement (the “Agreement”) with Benjamin Kaplan (“Kaplan”) whereby Kaplan was appointed as CEO of the Company. We hired Kaplan for an initial term of thirty-six (36) months subject to certain termination provisions, whereby the Agreement will automatically renew for an additional twelve (12) month period. We shall pay Kaplan in the following manner: (i) (ii) (iii)

NOTE 8. SUBSEQUENT EVENTS

NOTE 8. SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2022
Notes
NOTE 8. SUBSEQUENT EVENTS	NOTE 8 – SUBSEQUENT EVENTS The Company’s management has evaluated subsequent events occurring after September 30, 2022, the date of our most recent balance sheet, through the date our financial statements were issued. Subsequent to the nine months ended September 30, 2022, the Company converted 160,000 in outstanding principal and interest into 162,000 shares of common stock at a conversion price of a $1 per share.

NOTE 3. Summary of Significan_2

NOTE 3. Summary of Significant Accounting Policies: Basis of Presentation (Policies)	9 Months Ended
	Sep. 30, 2022
Policies
Basis of Presentation	Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and include the accounts of the Company and its wholly owned subsidiary, . All inter-company accounts and transactions have been eliminated in consolidation. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification, or ASC, and Accounting Standards Updates, or ASUs, of the Financial Accounting Standards Board.

NOTE 3. Summary of Significan_3

NOTE 3. Summary of Significant Accounting Policies: Basis of Consolidation (Policies)	9 Months Ended
	Sep. 30, 2022
Policies
Basis of Consolidation	Basis of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Mycotopia Therapies Inc. (“MYC”). All inter-company accounts and transactions have been eliminated in consolidation.

NOTE 3. Summary of Significan_4

NOTE 3. Summary of Significant Accounting Policies: Use of Estimates (Policies)	9 Months Ended
	Sep. 30, 2022
Policies
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. Our financial statements include, when applicable, disclosures of estimates, assumptions, uncertainties, and markets that could affect our financial statements and future operations.

NOTE 3. Summary of Significan_5

NOTE 3. Summary of Significant Accounting Policies: The Effects of COVID-19 (Policies)	9 Months Ended
	Sep. 30, 2022
Policies
The Effects of COVID-19	The Effects of COVID-19 Due to the COVID-19 pandemic, there has been uncertainty and disruption in the global economy and financial markets. The Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities as of the date of issuance of this Quarterly Report on Form 10-Q. These estimates may change, as new events occur, and additional information is obtained. Actual results could differ materially from these estimates under different assumptions or conditions.

NOTE 3. Summary of Significan_6

NOTE 3. Summary of Significant Accounting Policies: Cash and Cash Equivalents (Policies)	9 Months Ended
	Sep. 30, 2022
Policies
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities at the date of purchase of three months or less to be cash equivalents. Cash and cash equivalents include bank demand deposits, marketable securities with maturities of three months or less at purchase, and money market funds that invest primarily in certificates of deposits, commercial paper and U.S. government and U.S. government agency obligations. Cash equivalents are reported at fair value.

NOTE 3. Summary of Significan_7

NOTE 3. Summary of Significant Accounting Policies: Fixed Assets and Depreciation (Policies)	9 Months Ended
	Sep. 30, 2022
Policies
Fixed Assets and Depreciation	Fixed Assets and Depreciation Property, plant, and equipment are stated at cost. For financial reporting, we provide for depreciation on the straight-line method at rates based upon the estimated useful lives of the various assets. Depreciation expense was $749 and $249 for the nine months ended September 30, 2022 and 2021, respectively. The estimated useful lives are as follows: buildings and improvements—30 years; machinery and equipment—10-15 years; computer software—3-5 years; vehicles—3-7 years; and land improvements—10-20 years. We assess our long-lived assets for impairment whenever there is an indicator of impairment. Impairment losses are evaluated if the estimated undiscounted cash flows from using the assets are less than carrying value. A loss is recognized when the carrying value of an asset exceeds its fair value. There were no impairment losses in 2022 and 2021.

NOTE 3. Summary of Significan_8

NOTE 3. Summary of Significant Accounting Policies: Fair Value of Financial Instruments (Policies)	9 Months Ended
	Sep. 30, 2022
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.”, which 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, 2022 and 2021.

NOTE 3. Summary of Significan_9

NOTE 3. Summary of Significant Accounting Policies: Stock- Based Compensation (Policies)	9 Months Ended
	Sep. 30, 2022
Policies
Stock- Based Compensation	Stock Based Compensation We follow ASC 718, “Compensation–Stock Compensation,” which prescribes accounting and reporting standards for all share-based payment transactions in which employee and non-employee services are acquired. Share-based payments to employees and non-employees, including grants of stock options, are recognized as compensation expense in the financial statements based on their fair values on the grant date. That expense is recognized over the period required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

NOTE 3. Summary of Significa_10

NOTE 3. Summary of Significant Accounting Policies: Income Taxes (Policies)	9 Months Ended
	Sep. 30, 2022
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, 2022 and June 30, 2021, the Company had a full valuation allowance against its deferred tax assets. We adopted ASC 740-10-25, “ ,” which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740-10-25, we may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. ASC 740-10-25 also provides guidance on derecognition, classification, interest and penalties on income taxes, and accounting in interim periods and requires increased disclosures. We had no material adjustments to our liabilities for unrecognized income tax benefits according to the provisions of ASC 740-10-25.

NOTE 3. Summary of Significa_11

NOTE 3. Summary of Significant Accounting Policies: Basic and diluted net loss per share (Policies)	9 Months Ended
	Sep. 30, 2022
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 contingently issuable shares related to warrants, options, and convertible debt, which were not included in the computation of earnings per share because the effect was antidilutive, was 2,430,833 and 14,389,369 for the nine months ended September 30, 2022 and 2021, respectively.

NOTE 3. Summary of Significa_12

NOTE 3. Summary of Significant Accounting Policies: Recent Accounting Pronouncements (Policies)	9 Months Ended
	Sep. 30, 2022
Policies
Recent Accounting Pronouncements	Recent 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 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 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.

NOTE 5. PROMISSORY AND CONVER_2

NOTE 5. PROMISSORY AND CONVERTIBLE NOTES: Schedule of Outstanding Principal and Interest by Each Lender (Tables)	9 Months Ended
	Sep. 30, 2022
Tables/Schedules
Schedule of Outstanding Principal and Interest by Each Lender	September 30, 2022 December 31, 2021 Maturity Date Total Outstanding*** Principal Interest Total Outstanding*** Principal Interest Lender A** 8/27/2023 $ 545,249 $ 500,000 $ 45,249 $ 513,883 $ 500,000 $ 13,883 Lender B** 9/27/2023 59,703 55,000 4,703 56,268.91 55,000 1,269 Lender C 10/27/2023 236,754 220,000 16,754 223,134 220,000 3,134 Lender D 11/9/2023 - - - 27,813 27,500 313 Lender E 10/21/2023 - - - 55,856 55,000 856 Lender F 12/27/2023 159,295 150,000 9,295 150,132 150,000 132 Lender G 1/21/2024 342,951 325,000 17,951 - - - $ 1,343,952 $ 1,250,000 $ 93,952 $ 1,027,087 $ 1,007,500 $ 19,587 ** - Amount due within the next 12 months and classified as current liability on the September 30, 2022 balance sheet. *** - Total Outstanding = Principal + Interest as of September 30, 2022 and December 31, 2021

NOTE 6 - STOCKHOLDERS' EQUITY_

NOTE 6 - STOCKHOLDERS' EQUITY: Schedule of Common Stock Warrants Outstanding and Warrant Activity (Tables)	9 Months Ended
	Sep. 30, 2022
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, 2022 996,667 1.50 2.87 Granted 325,000 1.50 3.00 Exercised (125,162) - - Forfeited - - - Warrants outstanding and exercisable at September 30, 2022 1,196,505 1.50 2.62

NOTE 6 - STOCKHOLDERS' EQUITY_2

NOTE 6 - STOCKHOLDERS' EQUITY: Schedule of Weighted Average Assumptions (Tables)	9 Months Ended
	Sep. 30, 2022
Tables/Schedules
Schedule of Weighted Average Assumptions	For the Nine Months Ended, September 30, 2022 September 30, 2021 Expected term, in years 2 - Exercise price 1.5 - Expected volatility 100% - Stock price 3.0 - Risk-free interest rate 1.01% - Dividend yield 0% -

NOTE 1. Organization and Desc_2

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

NOTE 2. Going Concern (Details)

NOTE 2. Going Concern (Details) - USD ($)	3 Months Ended						9 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Details
Net loss	$ (508,093)	$ (336,925)	$ (1,088,334)	$ (2,386,204)	$ (107,409)	$ (8,240)	$ (1,933,352)	$ (2,501,853)
NET CASH USED IN OPERATING ACTIVITES							(604,094)	$ (145,357)
TOTAL CURRENT ASSETS	438,425						438,425		$ 1,267,519
TOTAL CURRENT LIABILITES	296,764						296,764		$ 306,370
Working Capital	$ 141,661						$ 141,661

NOTE 3. Summary of Significa_13

NOTE 3. Summary of Significant Accounting Policies: Fixed Assets and Depreciation (Details) - USD ($)			9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021	Sep. 30, 2022	Sep. 30, 2021
Depreciation expense	$ 749	$ 249	$ 749	$ 249
Building and Building Improvements
Property, Plant and Equipment, Estimated Useful Lives			30 years
Machinery and Equipment
Property, Plant and Equipment, Estimated Useful Lives			10-15 years
Software and Software Development Costs
Property, Plant and Equipment, Estimated Useful Lives			3-5 years
Vehicles
Property, Plant and Equipment, Estimated Useful Lives			3-7 years
Land Improvements
Property, Plant and Equipment, Estimated Useful Lives			10-20 years

NOTE 3. Summary of Significa_14

NOTE 3. Summary of Significant Accounting Policies: Basic and diluted net loss per share (Details) - shares	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Details
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	2,430,833	14,389,369

NOTE 4. Related Party Transac_2

NOTE 4. Related Party Transaction (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Long-Term Debt, Percentage Bearing Fixed Interest, Percentage Rate	1.75%		1.75%
Due to Related Parties	$ 0		$ 0		$ 625,000
Interest Expense	183,872	$ 0	611,380	$ 0
Accrued interest - shareholder loan payable	0		$ 0		$ 10,339
Ehave, Inc
Interest Expense	5,424	3,051
Accrued Interest Paid	$ 15,000	$ 0

NOTE 5. PROMISSORY AND CONVER_3

NOTE 5. PROMISSORY AND CONVERTIBLE NOTES (Details) - USD ($)	3 Months Ended			9 Months Ended		12 Months Ended
	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Net of Forfeitures				325,000
Convertible Debt, Principal				$ 1,250,000		$ 1,007,500
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Number				1,196,505
Aggregate Debt Discount				$ 325,000	$ 555,000
Debt Discount On Convertible Note Payable, Related To Financing Fees				75,000
Debt discount on convertible note payable		$ 250,000	$ 485,000	250,000	485,000
Amortization of debt discount				533,308	$ 24,966
Unamortized Debt Discount				$ 675,567		$ 883,875
Common Stock
Conversion of convertible debt in common stock, Shares	83,645			83,645		83,645
Debt discount on convertible note payable		$ 0	$ 0
Conversion Features
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Net of Forfeitures				250,000	485,000

NOTE 5. PROMISSORY AND CONVER_4

NOTE 5. PROMISSORY AND CONVERTIBLE NOTES: Schedule of Outstanding Principal and Interest by Each Lender (Details) - USD ($)	9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Lender A
Convertible Debt, Maturity Date	Aug. 27, 2023
Convertible Debt, Outstanding	$ 545,249	$ 513,883
Convertible Debt, Principal	500,000	500,000
Convertible Debt, Interest	$ 45,249	13,883
Lender B
Convertible Debt, Maturity Date	Sep. 27, 2023
Convertible Debt, Outstanding	$ 59,703	56,268.91
Convertible Debt, Principal	55,000	55,000
Convertible Debt, Interest	$ 4,703	1,269
Lender C
Convertible Debt, Maturity Date	Oct. 27, 2023
Convertible Debt, Outstanding	$ 236,754	223,134
Convertible Debt, Principal	220,000	220,000
Convertible Debt, Interest	$ 16,754	3,134
Lender D
Convertible Debt, Maturity Date	Nov. 09, 2023
Convertible Debt, Outstanding	$ 0	27,813
Convertible Debt, Principal	0	27,500
Convertible Debt, Interest	$ 0	313
Lender E
Convertible Debt, Maturity Date	Oct. 21, 2023
Convertible Debt, Outstanding	$ 0	55,856
Convertible Debt, Principal	0	55,000
Convertible Debt, Interest	$ 0	856
Lender F
Convertible Debt, Maturity Date	Dec. 27, 2023
Convertible Debt, Outstanding	$ 159,295	150,132
Convertible Debt, Principal	150,000	150,000
Convertible Debt, Interest	$ 9,295	132
Lender G
Convertible Debt, Maturity Date	Jan. 21, 2024
Convertible Debt, Outstanding	$ 342,951	0
Convertible Debt, Principal	325,000	0
Convertible Debt, Interest	17,951	0
Convertible Debt, Outstanding	1,343,952	1,027,087
Convertible Debt, Principal	1,250,000	1,007,500
Convertible Debt, Interest	$ 93,952	$ 19,587

NOTE 6 - STOCKHOLDERS' EQUITY (

NOTE 6 - STOCKHOLDERS' EQUITY (Details) - USD ($)	3 Months Ended			9 Months Ended		12 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Liquidation Preference	$ 50,000			$ 50,000		$ 0
Sale of preferred shares in private placements			$ 150,000	$ 150,000
Conversion of preferred to common stock				100,000	0
Conversion of convertible debt in common stock		$ 83,645		$ 83,645	$ 0
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Net of Forfeitures				325,000
Common stock issued on cashless exercise of warrant, Shares				125,162
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Exercised				151,667
Stock Issuance 1
Stock Issued During Period, Shares, Issued for Services				250,000
Stock Issued During Period, Value, Issued for Services				$ 750,000
Stock Issuance 2
Stock Issued During Period, Shares, Issued for Services				12,500
Stock Issued During Period, Value, Issued for Services				$ 38,188
Stock Issuance 3
Stock Issued During Period, Shares, Issued for Services				59,622
Stock Issued During Period, Value, Issued for Services				$ 86,250
Preferred Stock
Sale of preferred shares in private placements			15,000	15,000
Sale of preferred shares in private placements			$ 150,000
Conversion of preferred to common		3,000	7,000	10,000
Conversion of preferred to common		(3,000)	(7,000)	(10,000)
Conversion of convertible debt in common stock		$ 0
Common Stock
Sale of preferred shares in private placements			$ 0
Conversion of preferred to common		(22,914)	(32,920)	(55,834)
Conversion of preferred to common		22,914	32,920	55,834
Conversion of convertible debt in common stock, Shares		83,645		83,645		83,645
Conversion of convertible debt in common stock		$ 84
Common stock issued on cashless exercise of warrant, Shares	113,435	11,727

NOTE 6 - STOCKHOLDERS' EQUITY_3

NOTE 6 - STOCKHOLDERS' EQUITY: Schedule of Common Stock Warrants Outstanding and Warrant Activity (Details)		9 Months Ended
	Dec. 31, 2021 $ / shares shares	Sep. 30, 2022 $ / shares shares
Details
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number	996,667
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ / shares	$ 1.50	$ 1.50
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term	2 years 10 months 13 days	2 years 7 months 13 days
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Net of Forfeitures		325,000
Sharebased Compensation Arrangement By Sharebased Payment Award Options Granted Weighted Average Remaining Contractual Term		3
Common stock issued on cashless exercise of warrant, Shares		125,162
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		1,196,505

NOTE 6 - STOCKHOLDERS' EQUITY_4

NOTE 6 - STOCKHOLDERS' EQUITY: Schedule of Weighted Average Assumptions (Details) - $ / shares	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Expected term, in years	2	-
Exercise price	$ 1.5	$ 0
Expected volatility	100%	0%
Stock price	$ 3	$ 0
Risk-free interest rate	1.01%	0%
Dividend yield	0%	0%