Mycotopia Therapies (TPIA) 10-K 30 Mar 23 2022 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2022	Mar. 27, 2023	Jun. 30, 2022
Details
Registrant CIK	0001763329
Fiscal Year End	--12-31
Registrant Name	MYCOTOPIA THERAPIES, INC.
SEC Form	10-K
Period End date	Dec. 31, 2022
Tax Identification Number (TIN)	87-0645794
Number of common stock shares outstanding		14,858,357
Public Float			$ 6,232,015
Filer Category	Non-accelerated Filer
Current with reporting	Yes
Interactive Data Current	Yes
Voluntary filer	No
Well-known Seasoned Issuer	No
Shell Company	false
Small Business	true
Emerging Growth Company	false
Document Annual 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
Document Financial Statement Error Correction	false
Amendment Flag	false
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Auditor Firm ID	6117
Auditor Name	Pinnacle Accountancy Group of Utah
Auditor Location	Farmington, Utah

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2022	Dec. 31, 2021
CURRENT ASSETS
Cash	$ 385,899	$ 1,267,519
TOTAL CURRENT ASSETS	385,899	1,267,519
NON-CURRENT ASSETS
Property and equipment, net	1,496	2,497
TOTAL ASSETS	387,395	1,270,016
CURRENT LIABILITIES
Accounts payable and accrued expenses	623,590	171,031
Accrued interest - shareholder loan	0	10,339
Shareholder loan	0	125,000
Convertible note payable, net of debt discount	140,923	0
TOTAL CURRENT LIABILITES	764,513	306,370
Convertible note payable, net of debt discount	514,230	123,625
Shareholder loan payable, non-current	0	500,000
TOTAL LIABILITIES	1,278,743	929,995
MEZZANINE EQUITY
Preferred stock; $0.001 par value; liquidation preference of $0; 5,000,000 shares authorized; 0 shares issued and outstanding	0	0
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock; $0.001 par value; 100,000,000 shares authorized; 14,858,357 and 13,967,332, shares issued and outstanding, respectively	14,857	13,966
Additional paid-in capital	4,695,151	3,175,959
Accumulated deficit	(5,601,356)	(2,849,904)
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)	(891,348)	340,021
TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS' EQUITY (DEFICIT)	$ 387,395	$ 1,270,016

CONSOLIDATED BALANCE SHEETS - P

CONSOLIDATED BALANCE SHEETS - Parenthetical - $ / shares	Dec. 31, 2022	Dec. 31, 2021
CONSOLIDATED BALANCE SHEETS
Temporary Equity, Par or Stated Value Per Share	$ 0.001	$ 0.001
Temporary Equity, Shares Authorized	0	5,000,000
Temporary Equity, 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	14,858,357	13,967,332
Common Stock, Shares, Outstanding	14,858,357	13,967,332

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
OPERATING EXPENSE
General and administrative	$ 1,875,919	$ 2,669,109
TOTAL OPERATING EXPENSES	1,875,919	2,669,109
NET LOSS FROM OPERATIONS	(1,875,919)	(2,669,109)
OTHER (EXPENSE) INCOME
Interest expense	(868,330)	(143,057)
Interest expense - related party	(7,203)	(8,564)
TOTAL OTHER (EXPENSE) INCOME	(875,533)	(151,621)
NET LOSS BEFORE PROVISION FOR INCOME TAXES	(2,751,452)	(2,820,730)
Provision for income taxes	0	0
NET LOSS	$ (2,751,452)	$ (2,820,730)
NET LOSS PER SHARE - BASIC AND DILUTED	$ (0.19)	$ (0.21)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC AND DILUTED	14,445,002	13,412,634

CONSOLIDATED STATEMENTS OF STOC

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($)	Preferred Stock	Common Stock	Additional Paid-in Capital	Retained Earnings	Total
Equity, Attributable to Parent, Beginning Balance at Dec. 31, 2020	$ 0	$ 12,925	$ 0	$ (29,174)	$ (16,249)
Shares, Outstanding, Beginning Balance at Dec. 31, 2020	0	12,925,420
Stock issued for services		$ 1,016	2,280,984	0	2,282,000
Stock Issued During Period, Shares, Issued for Services		1,016,912
Debt discount on convertible note payable		$ 25	894,975		895,000
NET LOSS				(2,820,730)	(2,820,730)
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		13,967,332
Stock based compensation					2,282,000
Conversion of convertible debt in common stock, Shares		245,645
Debt discount on convertible note payable	0	$ 0	250,000	0	250,000
*note		25,000
NET LOSS	0	$ 0	0	(2,751,452)	(2,751,452)
Equity, Attributable to Parent, Ending Balance at Dec. 31, 2022	$ 0	$ 14,857	4,695,151	(5,601,356)	(891,348)
Shares, Outstanding, Ending Balance at Dec. 31, 2022	0	14,858,357
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	$ (150,000)	$ 106	149,894	0	0
Conversion of preferred to common	(15,000)	105,834
Conversion of convertible debt in common stock	$ 0	$ 246	245,399	0	245,645
Conversion of convertible debt in common stock, Shares		245,645
Common stock issued on cashless exercise of warrant	$ 0	$ 217	$ (217)	$ 0	$ 0
Common stock issued on cashless exercise of warrant, Shares		217,424			217,424

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (2,751,452)	$ (2,820,730)
Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities
Depreciation expense	1,001	249
Amortization of debt discount	764,028	123,625
Stock based compensation	874,438	2,282,000
Changes in Operating Assets and Liabilities
Increase in accounts payable and accrued expenses	465,704	170,811
Increase (decrease) in accrued interest - shareholder loan	(10,339)	8,563
NET CASH USED IN OPERATING ACTIVITES	(656,620)	(235,482)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment	0	(2,746)
NET CASH USED IN INVESTING ACTIVITIES	0	(2,746)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from shareholder loan	0	500,000
Repayment of shareholder loan	(625,000)	0
Proceeds from the issuance of preferred stock	150,000	0
Proceeds from the issuance of convertible debt	250,000	895,000
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITES	(225,000)	1,395,000
NET CHANGE IN CASH	(881,620)	1,156,772
CASH AT BEGINNING OF PERIOD	1,267,519	110,747
CASH AT END OF PERIOD	385,899	1,267,519
Cash paid during the period
Cash paid for interest	$ 17,542	0
Cash paid for income taxes		$ 0
Supplemental Disclosure of Non-Cash Investing and Financing Activities
Conversion of preferred to common stock	150,000	0
Debt discount on convertible note payable	$ 250,000	$ 895,000
Conversion of convertible debt and interest	$ 245,645	$ 0

NOTE 1. Organization and Descri

NOTE 1. Organization and Description of Business	12 Months Ended
	Dec. 31, 2022
Notes
NOTE 1. Organization and Description of Business	NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS Organization and Business Activity 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 then-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. Ehave’s ownership has since been diluted to 65.9% as of December 31, 2022. On January 19, 2021, the above transaction closed. Because the former shareholder of Mycotopia Therapies, Inc. acquired 75.77% of the Company’s then-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.

NOTE 2. Going Concern

NOTE 2. Going Concern	12 Months Ended
	Dec. 31, 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 year ended December 31, 2022, the Company incurred a net loss of $2,751,452, had negative cash flows from operations of $656,620 and may incur additional future losses. At December 31, 2022, the Company had total current assets of $385,899 and total current liabilities of $764,513 resulting in working capital deficit of $378,614. 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. 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	12 Months Ended
	Dec. 31, 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”). 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, or FASB. Basis of Consolidation The accompanying 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 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. 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 using the straight-line method at rates based upon the estimated useful lives of the various assets. Depreciation expense was $1,001 and $249 for the years ended December 31, 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— . 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. 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 years ended December 31, 2022 and 2021. 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 December 31, 2022 and 2021, the Company had a full valuation allowance against its deferred tax assets. We adopted ASC 740-10-25, Income Taxes—Recognition , 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 Stock Based Compensation We follow ASC 718, Compensation–Stock Compensation, Basic and D iluted N et L oss per S hare 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 common stock equivalents not included in the computation of earnings per share because the effect was antidilutive, was related to convertible debt and totaled 2,279,838 and 2,005,000 for the years ended December 31, 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 (“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.

NOTE 4. Related Party Transacti

NOTE 4. Related Party Transaction	12 Months Ended
	Dec. 31, 2022
Notes
NOTE 4. Related Party Transaction	NOTE 4 – RELATED PARTY TRANSACTION During the year ended December 31, 2020, the Company entered into two term promissory notes with Ehave, Inc. (a majority shareholder) in the amount of $125,000. During the year ended December 31, 2021, the Company entered 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. During the year ended December 31, 2022 As of December 31, 2022 and 2021, the Company owes $0 and $625,000, respectively. As of December 31, 2022 and 2021, the Company accrued interest related to these loans and has outstanding $0 and $10,339, respectively. During the year ended December 31, 2022 and 2021, the Company recorded interest expense of $7,203 and $8,564, respectively, in relation to these notes.

NOTE 5. PROMISSORY AND CONVERTI

NOTE 5. PROMISSORY AND CONVERTIBLE NOTES	12 Months Ended
	Dec. 31, 2022
Notes
NOTE 5. PROMISSORY AND CONVERTIBLE NOTES	NOTE 5 – PROMISSORY AND CONVERTIBLE NOTES During the year ended December 31, 2022 and 2021, the Company issued convertible promissory note in the principal amount of $325,000 and $1,007,500, respectively, with net proceeds of $250,000 and $895,000, respectively. In addition, the debt discount related to the note entered during 2022 was $325,000. In accordance with the terms of the agreement, during the year ended December 31, 2022, the Company received notice to convert three loans for an aggregate of $232,500 in principal and $13,145 in interest, into 245,645 shares of common stock (see Note 6). As of December 31, 2022 and 2021, the Company had outstanding to various lenders as convertible promissory notes an aggregate amount of $1,100,000 and $1,007,500, respectively. In aggregate, as of December 31, 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 shares 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 December 31, 2022 and December 31, 2021: December 31, 2022 December 31, 2021 Maturity Date Total Outstanding*** Principal Interest Total Outstanding*** Principal Interest Lender A 8/27/2023 $ 556,244 $ 500,000 $ 56,244 $ 513,883 $ 500,000 $ 13,883 Lender B 9/27/2023 60,907 55,000 5,907 56,268.91 55,000 1,269 Lender C 10/27/2023 241,528 220,000 21,528 223,134 220,000 3,134 Lender D 11/9/2023 - - - 27,813 27,500 313 Lender E 10/21/2023 2,407 - 2,407 55,856 55,000 856 Lender F 12/27/2023 - - - 150,132 150,000 132 Lender G 1/21/2024 349,504 325,000 24,504 - - - $ 1,210,590 $ 1,100,000 $ 110,590 $ 1,027,087 $ 1,007,500 $ 19,587 *** - Total Outstanding = Principal + Interest as of December 31, 2022 and December 31, 2021 During the years ended December 31, 2022 and 2021, the Company recorded an aggregate debt discount of $325,000 and $1,007,500, 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). During the years ended December 31, 2022 and 2021, the Company recorded debt discount amortization expense in the amount of $764,028 and $123,625, respectively. As of December 31, 2022, the Company had an unamortized debt discount balance of $444,850 with a weighted amortization period of 1.24 years. The Company recorded $250,000 as a debt discount with an offset to additional paid-in capital in relation to the warrants issued in connection with the debt. The Company calculated the fair value of the warrants using the black-scholes option pricing model with the following assumptions: For the Year Ended December 31, 2022 Expected term, in years 2.0 Exercise price 1.5 Expected volatility 100% Stock price 3.00 Risk-free interest rate 1.01% Dividend yield 0%

NOTE 6 - STOCKHOLDERS' EQUITY

NOTE 6 - STOCKHOLDERS' EQUITY	12 Months Ended
	Dec. 31, 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 year ended December 31, 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 December 31, 2022, 15,000 preferred shares with a fair value of $150,000 were converted in various installments, into an aggregate 105,834 shares of common stock. Conversion of Convertible Debt and Warrants to Equity During year ended December 31, 2022, the Company issued 245,645 shares of common stock, in the aggregate, upon the conversion of convertible promissory notes and accrued interest in the amount of $245,645 (see Note 5). STOCK BASED COMPENSATION On July 26, 2021, the Company issued 1,000,000 shares of common stock to three consultants for services rendered. The Company expensed $2,252,000 in relation to this issuance which was the grant date fair value. On July 27, 2021 and October 12, 2021, the Company issued 7,537 and 9,375, respectively, shares of common stock to a board member for board services rendered. The Company expensed $30,000, in the aggregate, in relation to this issuance which was the grant date fair value. 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 year ended December 31, 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 year ended December 31, 2022, the Company issued 217,424 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 during the period ended December 31, 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 (217,424) - - Forfeited - - - Warrants outstanding and exercisable at December 31, 2022 1,029,838 1.50 0.79 The intrinsic value of warrants outstanding as of December 31, 2022 was $0. The warrants granted during the year ending December 31, 2022 were allocated a value of $250,000 using the Black-Scholes option pricing model using the following weighted average assumptions: For the Year Ended December 31, 2022 Expected term, in years 2.0 Exercise price 1.5 Expected volatility 100% Stock price 3.00 Risk-free interest rate 1.01% Dividend yield 0%

NOTE 7 - COMMITMENTS AND CONTIN

NOTE 7 - COMMITMENTS AND CONTINGENCIES	12 Months Ended
	Dec. 31, 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) A consulting fee of $24,000 per month for services performed for a total compensation of $288,000 payable for each twelve (12) month period, (ii) Bonus compensation milestones by offering Kaplan a Warrant to purchase that number of shares of common stock of the Company equal to 5% of the issued and outstanding common shares, on a fully diluted basis, (iii) A significant transaction stock grant whereby Kaplan shall be granted that number of shares of common stock or a new series of preferred shares of the Company, that is convertible into common stock of the Company equal to 5% of the value of all of the consideration, including any stock, cash, or debt, of such completed transaction. As of December 31, 2022 and 2021, the Company accrued $288,000 and $50,000, respectively, related to the Agreement. During 2022, the Company entered into an agreement with Dr. Muneer Ali as an advisor for the Medical Advisory Board. The Company shall grant the advisor an annual fee of $35,000 payable in shares of common stock.

NOTE 8 - INCOME TAXES

NOTE 8 - INCOME TAXES	12 Months Ended
	Dec. 31, 2022
Notes
NOTE 8 - INCOME TAXES	NOTE 8 – INCOME TAXES The provision for federal and state income taxes is associated with and included in net income from discontinued operations and consists of the following components: 2022 2021 Current Income taxes $ $ Federal - - State - - Total current income tax expenses $ - $ - Deferred income taxes Federal $ - $ - State - - Total current income tax expenses $ - $ - Total income tax expense $ - $ - The reconciliation between income taxes at the U.S. federal and state statutory rates of approximately 25.5% and the amount recorded in the accompanying consolidated financial statements is as follows: 2022 2021 Tax expense at U.S. federal statutory rate $ (577,805) $ (592,353) Tax expense at state statutory rate (50,084) (19,404) Stock Based Compensation 183,632 497,333 Amortization of Debt Discount 160,446 25,961 Change in valuation allowance 283,811 113,187 Other - (24,724) Total $ - $ - We comply with GAAP, which requires the determination of deferred income taxes using an asset and liability approach, whereby deferred tax liabilities and assets are recognized for expected future tax consequences of temporary differences between carrying amounts and tax basis of asset and liabilities. Deferred balances are adjusted to reflect enacted changes in income tax rates. Due to the likelihood that the deferred assets will not be realized, a full valuation allowance has been recorded. Deferred tax assets are as follows: 2022 2021 Federal net operating loss carryforward $ 234,905 $ 96,776 State net operating loss carryforward 48,906 20,023 Total Deferred tax assets $ 283,811 $ 116,799 Valuation allowance (283,811) (116,799) $ - $ - At December 31, 2022 and December 31, 2021, the Company evaluated its tax positions and did not have any unrecognized tax benefits. The Company’s practice is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company considers the U.S. and Florida to be major tax jurisdictions. As of December 31, 2022, for federal tax purposes the tax years 2020-2022 and for Florida the tax years 2019 through 2022 remain open to examination by tax authorities. As of December 31, 2022 and 2021, the Company has net operating losses amounting to $1,125,576 and $464,636, respectively for federal and Florida which can be carried forward indefinitely but are limited to 80% usage.

NOTE 9. SUBSEQUENT EVENTS

NOTE 9. SUBSEQUENT EVENTS	12 Months Ended
	Dec. 31, 2022
Notes
NOTE 9. SUBSEQUENT EVENTS	NOTE 9 – SUBSEQUENT EVENTS The Company has evaluated subsequent events from December 31, 2022 through the issuance date of these financial statements, and there are no events requiring disclosure.

NOTE 3. Summary of Significan_2

NOTE 3. Summary of Significant Accounting Policies: Basis of Presentation (Policies)	12 Months Ended
	Dec. 31, 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”). 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, or FASB.

NOTE 3. Summary of Significan_3

NOTE 3. Summary of Significant Accounting Policies: Basis of Consolidation (Policies)	12 Months Ended
	Dec. 31, 2022
Policies
Basis of Consolidation	Basis of Consolidation The accompanying 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.

NOTE 3. Summary of Significan_4

NOTE 3. Summary of Significant Accounting Policies: Use of Estimates (Policies)	12 Months Ended
	Dec. 31, 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: Cash and Cash Equivalents (Policies)	12 Months Ended
	Dec. 31, 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_6

NOTE 3. Summary of Significant Accounting Policies: Fixed Assets and Depreciation (Policies)	12 Months Ended
	Dec. 31, 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 using the straight-line method at rates based upon the estimated useful lives of the various assets. Depreciation expense was $1,001 and $249 for the years ended December 31, 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— . 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_7

NOTE 3. Summary of Significant Accounting Policies: Fair Value of Financial Instruments (Policies)	12 Months Ended
	Dec. 31, 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. 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 years ended December 31, 2022 and 2021.

NOTE 3. Summary of Significan_8

NOTE 3. Summary of Significant Accounting Policies: Income Taxes (Policies)	12 Months Ended
	Dec. 31, 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 December 31, 2022 and 2021, the Company had a full valuation allowance against its deferred tax assets. We adopted ASC 740-10-25, Income Taxes—Recognition , 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 Significan_9

NOTE 3. Summary of Significant Accounting Policies: Stock- Based Compensation (Policies)	12 Months Ended
	Dec. 31, 2022
Policies
Stock- Based Compensation	Stock Based Compensation We follow ASC 718, Compensation–Stock Compensation,

NOTE 3. Summary of Significa_10

NOTE 3. Summary of Significant Accounting Policies: Basic and diluted net loss per share (Policies)	12 Months Ended
	Dec. 31, 2022
Policies
Basic and diluted net loss per share	Basic and D iluted N et L oss per S hare 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 common stock equivalents not included in the computation of earnings per share because the effect was antidilutive, was related to convertible debt and totaled 2,279,838 and 2,005,000 for the years ended December 31, 2022 and 2021, respectively.

NOTE 3. Summary of Significa_11

NOTE 3. Summary of Significant Accounting Policies: Recent Accounting Pronouncements (Policies)	12 Months Ended
	Dec. 31, 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 (“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.

NOTE 5. PROMISSORY AND CONVER_2

NOTE 5. PROMISSORY AND CONVERTIBLE NOTES: Schedule of Outstanding Principal and Interest by Each Lender (Tables)	12 Months Ended
	Dec. 31, 2022
Tables/Schedules
Schedule of Outstanding Principal and Interest by Each Lender	December 31, 2022 December 31, 2021 Maturity Date Total Outstanding*** Principal Interest Total Outstanding*** Principal Interest Lender A 8/27/2023 $ 556,244 $ 500,000 $ 56,244 $ 513,883 $ 500,000 $ 13,883 Lender B 9/27/2023 60,907 55,000 5,907 56,268.91 55,000 1,269 Lender C 10/27/2023 241,528 220,000 21,528 223,134 220,000 3,134 Lender D 11/9/2023 - - - 27,813 27,500 313 Lender E 10/21/2023 2,407 - 2,407 55,856 55,000 856 Lender F 12/27/2023 - - - 150,132 150,000 132 Lender G 1/21/2024 349,504 325,000 24,504 - - - $ 1,210,590 $ 1,100,000 $ 110,590 $ 1,027,087 $ 1,007,500 $ 19,587 *** - Total Outstanding = Principal + Interest as of December 31, 2022 and December 31, 2021

NOTE 5. PROMISSORY AND CONVER_3

NOTE 5. PROMISSORY AND CONVERTIBLE NOTES: Schedule of Assumptions Used (Tables)	12 Months Ended
	Dec. 31, 2022
Tables/Schedules
Schedule of Assumptions Used	For the Year Ended December 31, 2022 Expected term, in years 2.0 Exercise price 1.5 Expected volatility 100% Stock price 3.00 Risk-free interest rate 1.01% Dividend yield 0%

NOTE 6 - STOCKHOLDERS' EQUITY_

NOTE 6 - STOCKHOLDERS' EQUITY: Schedule of Common Stock Warrants Outstanding and Warrant Activity (Tables)	12 Months Ended
	Dec. 31, 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 (217,424) - - Forfeited - - - Warrants outstanding and exercisable at December 31, 2022 1,029,838 1.50 0.79

NOTE 6 - STOCKHOLDERS' EQUITY_2

NOTE 6 - STOCKHOLDERS' EQUITY: Schedule of Assumptions Used (Tables)	12 Months Ended
	Dec. 31, 2022
Schedule of Assumptions Used	For the Year Ended December 31, 2022 Expected term, in years 2.0 Exercise price 1.5 Expected volatility 100% Stock price 3.00 Risk-free interest rate 1.01% Dividend yield 0%
Warrants
Schedule of Assumptions Used	For the Year Ended December 31, 2022 Expected term, in years 2.0 Exercise price 1.5 Expected volatility 100% Stock price 3.00 Risk-free interest rate 1.01% Dividend yield 0%

NOTE 8 - INCOME TAXES_ Schedule

NOTE 8 - INCOME TAXES: Schedule of Income before Income Tax (Tables)	12 Months Ended
	Dec. 31, 2022
Tables/Schedules
Schedule of Income before Income Tax	2022 2021 Current Income taxes $ $ Federal - - State - - Total current income tax expenses $ - $ - Deferred income taxes Federal $ - $ - State - - Total current income tax expenses $ - $ - Total income tax expense $ - $ -

NOTE 8 - INCOME TAXES_ Schedu_2

NOTE 8 - INCOME TAXES: Schedule of Effective Income Tax Rate Reconciliation (Tables)	12 Months Ended
	Dec. 31, 2022
Tables/Schedules
Schedule of Effective Income Tax Rate Reconciliation	2022 2021 Tax expense at U.S. federal statutory rate $ (577,805) $ (592,353) Tax expense at state statutory rate (50,084) (19,404) Stock Based Compensation 183,632 497,333 Amortization of Debt Discount 160,446 25,961 Change in valuation allowance 283,811 113,187 Other - (24,724) Total $ - $ -

NOTE 8 - INCOME TAXES_ Schedu_3

NOTE 8 - INCOME TAXES: Schedule of Deferred Tax Assets and Liabilities (Tables)	12 Months Ended
	Dec. 31, 2022
Tables/Schedules
Schedule of Deferred Tax Assets and Liabilities	2022 2021 Federal net operating loss carryforward $ 234,905 $ 96,776 State net operating loss carryforward 48,906 20,023 Total Deferred tax assets $ 283,811 $ 116,799 Valuation allowance (283,811) (116,799) $ - $ -

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 ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Details
NET LOSS	$ (2,751,452)	$ (2,820,730)
NET CASH USED IN OPERATING ACTIVITES	(656,620)	(235,482)
TOTAL CURRENT ASSETS	385,899	1,267,519
TOTAL CURRENT LIABILITES	764,513	$ 306,370
Working Capital	$ 378,614

NOTE 3. Summary of Significa_12

NOTE 3. Summary of Significant Accounting Policies: Fixed Assets and Depreciation (Details) - USD ($)			12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Depreciation expense	$ 1,001	$ 249	$ 1,001	$ 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_13

NOTE 3. Summary of Significant Accounting Policies: Basic and diluted net loss per share (Details) - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Details
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	2,279,838	2,005,000

NOTE 4. Related Party Transac_2

NOTE 4. Related Party Transaction (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Long-Term Debt, Percentage Bearing Fixed Interest, Percentage Rate	1.75%
Due to Related Parties	$ 0	$ 625,000
Accrued interest - shareholder loan	0	10,339
Interest Expense, Related Party	7,203	8,564
Ehave, Inc
Interest Expense, Related Party	$ 7,203	$ 8,564

NOTE 5. PROMISSORY AND CONVER_4

NOTE 5. PROMISSORY AND CONVERTIBLE NOTES (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Convertible Promissory Note	$ 325,000	$ 1,007,500
Proceeds from the issuance of convertible debt	250,000	895,000
Convertible Debt, Principal	1,100,000	1,007,500
Aggregate Debt Discount	325,000	1,007,500
Debt Discount On Convertible Note Payable, Related To Financing Fees	75,000
Debt discount on convertible note payable	250,000	895,000
Amortization of debt discount	764,028	$ 123,625
Unamortized Debt Discount	$ 444,850
Common Stock
Conversion of convertible debt in common stock, Shares	245,645	245,645
Debt discount on convertible note payable	$ 0	$ 25

NOTE 5. PROMISSORY AND CONVER_5

NOTE 5. PROMISSORY AND CONVERTIBLE NOTES: Schedule of Outstanding Principal and Interest by Each Lender (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Lender A
Convertible Debt, Maturity Date	Aug. 27, 2023
Convertible Debt, Outstanding	$ 556,244	$ 513,883
Convertible Debt, Principal	500,000	500,000
Convertible Debt, Interest	$ 56,244	13,883
Lender B
Convertible Debt, Maturity Date	Sep. 27, 2023
Convertible Debt, Outstanding	$ 60,907	56,268.91
Convertible Debt, Principal	55,000	55,000
Convertible Debt, Interest	$ 5,907	1,269
Lender C
Convertible Debt, Maturity Date	Oct. 27, 2023
Convertible Debt, Outstanding	$ 241,528	223,134
Convertible Debt, Principal	220,000	220,000
Convertible Debt, Interest	$ 21,528	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	$ 2,407	55,856
Convertible Debt, Principal	0	55,000
Convertible Debt, Interest	$ 2,407	856
Lender F
Convertible Debt, Maturity Date	Dec. 27, 2023
Convertible Debt, Outstanding	$ 0	150,132
Convertible Debt, Principal	0	150,000
Convertible Debt, Interest	$ 0	132
Lender G
Convertible Debt, Maturity Date	Jan. 21, 2024
Convertible Debt, Outstanding	$ 349,504	0
Convertible Debt, Principal	325,000	0
Convertible Debt, Interest	24,504	0
Convertible Debt, Outstanding	1,210,590	1,027,087
Convertible Debt, Principal	1,100,000	1,007,500
Convertible Debt, Interest	$ 110,590	$ 19,587

NOTE 5. PROMISSORY AND CONVER_6

NOTE 5. PROMISSORY AND CONVERTIBLE NOTES: Schedule of Assumptions Used (Details)	12 Months Ended
	Dec. 31, 2022 $ / shares
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term	2 years
Share Based Compensation Arrangement By Share Based Payment Award, Fair Value Assumptions, Exercise Price	$ 1.5
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate	100%
Share Based Compensation Arrangement By Share Based Payment Award, Fair Value Assumptions, Stock Price	$ 3
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate	1.01%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Rate	0%

NOTE 6 - STOCKHOLDERS' EQUITY (

NOTE 6 - STOCKHOLDERS' EQUITY (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Liquidation Preference	$ 50,000
Sale of preferred shares in private placements	$ 150,000
Conversion of preferred to common stock	150,000	0
Conversion of convertible debt in common stock	$ 245,645
Stock issued for services		$ 2,282,000
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	217,424
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		1,000,000
Stock issued for services		$ 2,252,000
Stock Issuance 2
Stock Issued During Period, Shares, Issued for Services	7,537
Stock Issuance 3
Stock Issued During Period, Shares, Issued for Services		9,375
Stock Issuance 4
Stock Issued During Period, Shares, Issued for Services	250,000
Stock issued for services	$ 750,000
Stock Issuance 5
Stock Issued During Period, Shares, Issued for Services	12,500
Stock issued for services	$ 38,188
Stock Issuance 6
Stock Issued During Period, Shares, Issued for Services	59,622
Stock issued for services	$ 86,250
Preferred Stock
Sale of preferred shares in private placements	15,000
Sale of preferred shares in private placements	$ 150,000
Conversion of preferred to common	15,000
Conversion of preferred to common	(15,000)
Conversion of convertible debt in common stock	$ 0
Common Stock
Sale of preferred shares in private placements	$ 0
Conversion of preferred to common	(105,834)
Conversion of preferred to common	105,834
Conversion of convertible debt in common stock, Shares	245,645	245,645
Conversion of convertible debt in common stock	$ 246
Stock Issued During Period, Shares, Issued for Services		1,016,912
Stock issued for services		$ 1,016
Common stock issued on cashless exercise of warrant, Shares	217,424

NOTE 6 - STOCKHOLDERS' EQUITY_3

NOTE 6 - STOCKHOLDERS' EQUITY: Schedule of Common Stock Warrants Outstanding and Warrant Activity (Details)	12 Months Ended
	Dec. 31, 2022 $ / shares shares	Dec. 31, 2021 $ / shares shares
Details
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number	1,029,838	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	9 months 14 days	2 years 10 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	217,424
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	1,029,838

NOTE 6 - STOCKHOLDERS' EQUITY_4

NOTE 6 - STOCKHOLDERS' EQUITY: Schedule of Assumptions Used (Details)	12 Months Ended
	Dec. 31, 2022 $ / shares
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term	2 years
Share Based Compensation Arrangement By Share Based Payment Award, Fair Value Assumptions, Exercise Price	$ 1.5
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate	100%
Share Based Compensation Arrangement By Share Based Payment Award, Fair Value Assumptions, Stock Price	$ 3
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate	1.01%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Rate	0%

NOTE 7 - COMMITMENTS AND CONT_2

NOTE 7 - COMMITMENTS AND CONTINGENCIES (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Details
Accrual related to Kaplan Agreement	$ 288,000	$ 50,000

NOTE 8 - INCOME TAXES_ Schedu_4

NOTE 8 - INCOME TAXES: Schedule of Income before Income Tax (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Details
Federal	$ 0	$ 0
State	0	0
Total current income tax expenses	0	0
Deferred income taxes
Federal	0	0
State	0	0
Total current income tax expenses	0	0
Total income tax expense	$ 0	$ 0

NOTE 8 - INCOME TAXES (Details)

NOTE 8 - INCOME TAXES (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Details
Effective Income Tax Rate Reconciliation, Percent	25.50%
Operating Loss Carryforwards	$ 1,125,576	$ 464,636

NOTE 8 - INCOME TAXES_ Schedu_5

NOTE 8 - INCOME TAXES: Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Details
Tax expense at U.S. federal statutory rate	$ (577,805)	$ (592,353)
Tax expense at state statutory rate	(50,084)	(19,404)
Stock Based Compensation	183,632	497,333
Amortization of Debt Discount	160,446	25,961
Change in valuation allowance	283,811	113,187
Other	0	(24,724)
Total income tax expense	$ 0	$ 0

NOTE 8 - INCOME TAXES_ Schedu_6

NOTE 8 - INCOME TAXES: Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Details
Federal net operating loss carryforward	$ 234,905	$ 96,776
State net operating loss carryforward	48,906	20,023
Total Deferred tax assets	283,811	116,799
Valuation allowance	$ (283,811)	$ (116,799)