Mycotopia Therapies (TPIA) 10-Q 13 Nov 23 2023 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2023	Nov. 13, 2023
Details
Registrant CIK	0001763329
Fiscal Year End	--12-31
Registrant Name	Mycotopia Therapies, Inc.
SEC Form	10-Q
Period End date	Sep. 30, 2023
Tax Identification Number (TIN)	87-0645794
Number of common stock shares outstanding		14,896,791
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	100 SE 2nd Street
Entity Address, Address Line Two	Suite 2000
Entity Address, City or Town	Miami
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33131
City Area Code	954
Local Phone Number	233-3511
Amendment Flag	false
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Sep. 30, 2023	Dec. 31, 2022
CURRENT ASSETS
Cash	$ 316,985	$ 385,899
TOTAL CURRENT ASSETS	316,985	385,899
NON-CURRENT ASSETS
Property and equipment, net	749	1,496
TOTAL ASSETS	317,734	387,395
CURRENT LIABILITIES
Accounts payable and accrued expenses	509,527	335,590
Accrued expenses - related party	504,000	288,000
Convertible note payable, net of debt discount	1,041,556	140,923
TOTAL CURRENT LIABILITES	2,055,083	764,513
TOTAL LIABILITIES	2,055,083	1,278,743
STOCKHOLDERS' EQUITY
Common stock, $0.001 par value, 100,000,000 shares authorized; 14,896,791 and 14,858,357, shares issued and outstanding, respectively	14,895	14,857
Additional paid-in capital	6,917,776	6,873,429
Accumulated deficit	(8,670,020)	(7,779,634)
TOTAL STOCKHOLDERS' DEFICIT	(1,737,349)	(891,348)
TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS' DEFICIT	317,734	387,395
Convertible note payable, net of debt discount	0	514,230
MEZZANINE EQUITY
Preferred stock, $0.001 par value; 5,000,000 shares authorized; 0 and 0, shares issued and outstanding, respectively; liquidation preference of $0 and $0, respectively	$ 0	$ 0

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS - Parenthetical - USD ($)	Sep. 30, 2023	Dec. 31, 2022
CONDENSED CONSOLIDATED BALANCE SHEETS
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	0	0
Liquidation Preference	$ 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	14,896,791	14,858,357
Common Stock, Shares, Outstanding	14,896,791	14,858,357

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
OPERATING EXPENSE
General and administrative	$ 165,421	$ 106,982	$ 427,785	$ 1,389,700
TOTAL OPERATING EXPENSES	165,421	106,982	427,785	1,389,700
NET LOSS FROM OPERATIONS	(165,421)	(106,982)	(427,785)	(1,389,700)
OTHER EXPENSE
Interest expense	(143,279)	(183,872)	(462,601)	(611,380)
Interest expense - related party	0	(1,779)	0	(7,203)
TOTAL OTHER EXPENSE	(143,279)	(185,651)	(462,601)	(618,583)
NET LOSS BEFORE PROVISION FOR INCOME TAXES	(308,700)	(292,633)	(890,386)	(2,008,283)
Provision for income taxes	0	0	0	0
NET LOSS	$ (308,700)	$ (292,633)	$ (890,386)	$ (2,008,283)
NET LOSS PER SHARE - BASIC AND DILUTED	$ (0.02)	$ (0.02)	$ (0.06)	$ (0.14)
AVERAGE NUMBER OF COMMON SHARE OUTSTANDING - BASIC AND DILUTED	14,896,791	14,530,668	14,879,756	14,410,418

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF MEZZANINE EQUITY AND STOCKHOLDERS' DEFICIT - USD ($)	Preferred Stock	Common Stock	Additional Paid-in Capital	Retained Earnings	Total
Equity, Attributable to Parent, Beginning Balance at Dec. 31, 2021	$ 0	$ 13,966	$ 5,205,820	$ (5,167,765)	$ 52,021
Shares, Outstanding, Beginning Balance at Dec. 31, 2021		13,967,332
NET LOSS	0	$ 0	0	(1,304,710)	(1,304,710)
Equity, Attributable to Parent, Ending Balance at Mar. 31, 2022	$ 80,000	$ 14,321	6,544,279	(6,472,475)	166,125
Shares, Outstanding, Ending Balance at Mar. 31, 2022	8,000	14,322,374
Stock based compensation	$ 0	$ 322	1,018,492	0	1,018,814
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 debt and warrants	$ 0	$ 0	250,000	0	250,000
Equity, Attributable to Parent, Beginning Balance at Dec. 31, 2021	0	$ 13,966	5,205,820	(5,167,765)	52,021
Shares, Outstanding, Beginning Balance at Dec. 31, 2021		13,967,332
NET LOSS					(2,008,283)
Equity, Attributable to Parent, Ending Balance at Sep. 30, 2022	$ 50,000	$ 14,553	6,660,247	(7,176,048)	(451,248)
Shares, Outstanding, Ending Balance at Sep. 30, 2022	5,000	14,554,095
Stock based compensation					1,021,369
Equity, Attributable to Parent, Beginning Balance at Mar. 31, 2022	$ 80,000	$ 14,321	6,544,279	(6,472,475)	166,125
Shares, Outstanding, Beginning Balance at Mar. 31, 2022	8,000	14,322,374
NET LOSS	$ 0	$ 0	0	(410,940)	(410,940)
Equity, Attributable to Parent, Ending Balance at Jun. 30, 2022	$ 50,000	$ 14,440	6,659,820	(6,883,415)	(159,155)
Shares, Outstanding, Ending Balance at Jun. 30, 2022	5,000	14,440,660
Stock based compensation	$ 0	$ 0	2,015	0	2,015
Conversion of preferred to common	$ (30,000)	$ 23	29,977	0	0
Conversion of preferred to common	(3,000)	22,914
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	0	$ 12	(12)	0	0
Common Stock Issued On Cashless Exercise Of Warrant, Shares		11,727
NET LOSS	0	$ 0	0	(292,633)	(292,633)
Equity, Attributable to Parent, Ending Balance at Sep. 30, 2022	$ 50,000	$ 14,553	6,660,247	(7,176,048)	(451,248)
Shares, Outstanding, Ending Balance at Sep. 30, 2022	5,000	14,554,095
Stock based compensation	$ 0	$ 0	540	0	540
Common stock issued on cashless exercise of warrant	0	$ 113	(113)	0	0
Common Stock Issued On Cashless Exercise Of Warrant, Shares		113,435
Equity, Attributable to Parent, Beginning Balance at Dec. 31, 2022	0	$ 14,857	6,873,429	(7,779,634)	(891,348)
Shares, Outstanding, Beginning Balance at Dec. 31, 2022		14,858,357
NET LOSS	0	$ 0	0	(303,004)	(303,004)
Equity, Attributable to Parent, Ending Balance at Mar. 31, 2023	0	$ 14,857	6,873,429	(8,082,638)	(1,194,352)
Shares, Outstanding, Ending Balance at Mar. 31, 2023		14,858,357
Equity, Attributable to Parent, Beginning Balance at Dec. 31, 2022	0	$ 14,857	6,873,429	(7,779,634)	(891,348)
Shares, Outstanding, Beginning Balance at Dec. 31, 2022		14,858,357
NET LOSS					(890,386)
Equity, Attributable to Parent, Ending Balance at Sep. 30, 2023	0	$ 14,895	6,917,776	(8,670,020)	(1,737,349)
Shares, Outstanding, Ending Balance at Sep. 30, 2023		14,896,791
Stock based compensation					44,385
Common stock issued to settle accounts payable and accrued expenses					43,750
Common stock issued to settle accounts payable and accrued expenses		38,434
Sale of preferred shares in private placements					$ 150,000
Common Stock Issued On Cashless Exercise Of Warrant, Shares					55,173
Equity, Attributable to Parent, Beginning Balance at Mar. 31, 2023	0	$ 14,857	6,873,429	(8,082,638)	$ (1,194,352)
Shares, Outstanding, Beginning Balance at Mar. 31, 2023		14,858,357
NET LOSS	0	$ 0	0	(278,682)	(278,682)
Equity, Attributable to Parent, Ending Balance at Jun. 30, 2023	0	$ 14,895	6,917,776	(8,361,320)	(1,428,649)
Shares, Outstanding, Ending Balance at Jun. 30, 2023		14,896,791
Stock based compensation	0	$ 0	635	0	635
Common stock issued to settle accounts payable and accrued expenses	0	$ 38	43,712	0	43,750
Common stock issued to settle accounts payable and accrued expenses		38,434
NET LOSS	0	$ 0	0	(308,700)	(308,700)
Equity, Attributable to Parent, Ending Balance at Sep. 30, 2023	$ 0	$ 14,895	$ 6,917,776	$ (8,670,020)	$ (1,737,349)
Shares, Outstanding, Ending Balance at Sep. 30, 2023		14,896,791

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$ (890,386)	$ (2,008,283)
Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities
Depreciation expense	747	749
Stock based compensation	44,385	1,021,369
Amortization of debt discount	386,403	533,308
Changes in Operating Assets and Liabilities
Increase (Decrease) in accounts payable and accrued expenses	173,937	(18,898)
Increase (Decrease) in accrued expenses - related party	216,000	(122,000)
Decrease in accrued interest - shareholder loan	0	(10,339)
NET CASH USED IN OPERATING ACTIVITIES	(68,914)	(604,094)
CASH FLOWS FROM INVESTING ACTIVITIES
NET CASH USED IN INVESTING ACTIVITIES	0	0
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of shareholder loan	0	(625,000)
Proceeds from the issuance of preferred stock	0	150,000
Proceeds from the issuance of convertible debt	0	250,000
NET CASH USED IN FINANCING ACTIVITIES	0	(225,000)
NET CHANGE IN CASH	(68,914)	(829,094)
CASH AT BEGINNING OF PERIOD	385,899	1,267,519
CASH AT END OF PERIOD	316,985	438,425
Cash paid for interest	0	5,000
Cash paid for income taxes	$ 0	$ 0
Supplemental Disclosure of Non-Cash Financing Activities
Conversion of preferred to common stock	0	100,000
Debt discount on convertible note payable	$ 0	$ 250,000
Conversion of convertible debt and interest	$ 0	$ 83,645

NOTE 1. Organization and Descri

NOTE 1. Organization and Description of Business	9 Months Ended
	Sep. 30, 2023
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.

NOTE 2. Going Concern (Restated

NOTE 2. Going Concern (Restated)	9 Months Ended
	Sep. 30, 2023
Notes
NOTE 2. Going Concern (Restated)	NOTE 2 – GOING CONCERN The accompanying unaudited condensed 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, 2023, the Company incurred a net loss of $890,386, had negative cash flows from operations of $68,914 and may incur additional future losses. As of September 30, 2023, the Company had total current assets of $316,985 and total current liabilities of $2,055,083 resulting in a working capital deficit of $1,738,098. The Company’s existence is dependent upon management’s ability to develop profitable operations which raises substantial doubt about the Company’s ability to continue as a going concern. 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 unaudited condensed 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	9 Months Ended
	Sep. 30, 2023
Notes
NOTE 3. Summary of Significant Accounting Policies	NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”), including the instructions to Form 10-Q and Regulation S-X. Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), have been condensed or omitted from these statements pursuant to such rules and regulations and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements and should be read in conjunction with our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, which are of a normal recurring nature, considered necessary for the fair presentation of the Company’s financial position, results of operations and cash flows as of and for the interim periods presented. Basis of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, MYC. All inter-company accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of 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 $747 and $749 for the nine months ended September 30, 2023 and 2022, 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 the nine months ended September 30, 2023 and 2022. Fair Value of Financial Instruments The Company accounts for financial instruments in accordance with ASC 820, Fair Value Measurements and Disclosures. 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 six months ended September 30, 2023 and 2022. 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, 2023 and December 31, 2022, the Company had a full valuation allowance against its deferred tax assets. The Company follows ASC 740-10-25, Income Taxes—Recognition Stock Based Compensation We follow ASC 718, Compensation–Stock Compensation 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 common stock equivalents not included in the computation of earnings per share because the effect was antidilutive, were related to convertible debt and totaled 1,286,248 and 1,343,952 for the nine months ended September 30, 2023 and 2022, respectively, and the outstanding warrants that totaled 1,211,091 and 1,533,957 for nine months ended September 30, 2023 and 2022, 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 TRANSACT

NOTE 4 - RELATED PARTY TRANSACTION (RESTATED)	9 Months Ended
	Sep. 30, 2023
Notes
NOTE 4 - RELATED PARTY TRANSACTION (RESTATED)	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 September 30, 2023 and December 31, 2022, the Company owed $0 and $0, respectively. As of September 30, 2023 and December 31, 2022, the Company owed accrued interest related to these loan of $0 and $0, respectively. During the nine months ended September 30, 2023 and 2022, the Company recorded interest expense of $0 and $5,424, respectively, in relation to these notes. Mycotopia Consulting Agreement with the CEO On November 17, 2021, Mycotopia entered into an Executive Consulting Agreement (the “Mycotopia Consulting Agreement”), with Benjamin Kaplan (“BK”) to serve as the Company’s CEO for an initial term of 36 months. As of September 30, 2023 and December 31, 2022, the Company has accrued $504,000 and $288,000, respectively, for cash compensation as accrued expense - related party in relation to the Mycotopia Consulting Agreement. During the three months ended September 30, 2023 and 2022, the Company has recorded $72,000 and $72,540, respectively, as general and administrative expense, of which $635 and $540, respectively, was recorded as stock-based compensation in relation to Warrants issued. During the nine months ended September 30, 2023 and 2022, the Company has recorded $216,635 and $362,931, respectively, as general and administrative expense, of which $635 and $146,391, respectively, was recorded as stock-based compensation in relation to the Warrant issued. Significant terms of the Mycotopia Consulting Agreement are as follows: BK was granted a Warrant to purchase that number of shares of the Company’s common stock equal to 5% of the issued and outstanding common shares of the Company, on a fully diluted basis. The Warrant has an exercise price of $0.01 per share and shall expire November 16, 2023. During the nine months ended September 30, 2023 and 2022, the Company issued 1,922 and 55,173, respectively, vested warrants in accordance with the Warrant valued at $635 and $146,391, respectively (see Note 6). Bonus The Company will pay the CEO a bonus in the Company’s restricted stock or restricted stock units based on the following EBITDA milestones. As of September 30, 2023, no EBITDA milestones were met, and no amounts have been recorded for the bonus milestones. Bonus EBITDA Milestones $ 100,000 1 st $ 100,000 2 nd $ 100,000 3 rd $ 100,000 4 th $ 100,000 5 th The Company will pay the CEO a bonus in restricted stock or restricted stock units based on the following Company market capitalization by maintaining the below market cap for the Company for a period of 22 consecutive trading days: Bonus (Shares) Market Capitalization Milestone 250,000 $ 30,000,000 250,000 $ 40,000,000 250,000 $ 60,000,000 250,000 $ 80,000,000 250,000 $ 100,000,000 Stock Grants – Significant Transactions Upon the Company closing of a Significant Transaction with the Company, the CEO shall be granted shares of the Company’s common stock or new series of the Company’s preferred shares that is convertible into common stock of the Company equal to 5% of the value of all the consideration, including any stock, cash or debt of such completed transaction. The CEO shall earn this grant for each Significant Transaction closed by the Company. A “Significant Transaction” shall mean a financing of at least $500,000 or the closing of an acquisition with a valuation of at least $1,000,000 for the Company. As of September 30, 2023 and December 31, 2022, the Company did not grant any equity in relation to a Significant Transaction. As of September 30, 2023 and 2022, no amounts have been accrued related to the bonuses.

NOTE 5 - PROMISSORY AND CONVERT

NOTE 5 - PROMISSORY AND CONVERTIBLE NOTES	9 Months Ended
	Sep. 30, 2023
Notes
NOTE 5 - PROMISSORY AND CONVERTIBLE NOTES	NOTE 5 – PROMISSORY AND CONVERTIBLE NOTES As of September 30, 2023 and December 31, 2022, the Company had outstanding to various lenders as convertible promissory notes an aggregate amount of $1,100,000. In aggregate, as of September 30, 2023 the principal amount includes $150,000 of original issue discount. 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 effective interest rate of the notes is 8% and they are convertible into shares of common stock at $1.00 per share. As of September 30, 2023, two convertible promissory notes were in default in the aggregate principal amount of $555,000. Default interest accrues at a rate of 20% upon default. The following tables reflects a summary of the outstanding principal and interest by each lender and their respective maturity date as of September 30, 2023 and December 31, 2022: September 30, 2023 December 31, 2022 Maturity Date Total Outstanding*** Principal Interest Total Outstanding*** Principal Interest Lender A 8/27/2023 $ 595,199 $ 500,000 $ 95,199 $ 556,244 $ 500,000 $ 56,244 Lender B 9/27/2023 63,422 55,000 8,422 60,907 55,000 5,907 Lender C 10/27/2023 256,270 220,000 36,270 241,528 220,000 21,528 Lender D 10/21/2023 2,407 - 2,407 2,407 - 2,407 Lender E 1/21/2024 368,951 325,000 43,951 349,504 325,000 24,504 $ 1,286,248 $ 1,100,000 $ 186,248 $ 1,210,590 $ 1,100,000 $ 110,590 *** - Total Outstanding = Principal + Interest as of September 30, 2023 and December 31, 2022 During the nine months ended September 30, 2023 and 2022, the Company recorded an aggregate debt discount of $0 and $325,000, respectively, under the terms of convertible promissory note agreement. The total debt discount recorded during the nine months ended September 30, 2022 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 (Note 6). During the nine months ended September 30, 2023 and 2022, the Company recorded debt discount amortization expense in the amount of $386,403 and $533,308, respectively. As of September 30, 2023, the Company had an unamortized debt discount balance of $58,446 with a weighted amortization period of 0.25 year.

NOTE 6 - STOCKHOLDERS' EQUITY (

NOTE 6 - STOCKHOLDERS' EQUITY (DEFICIT) (RESTATED)	9 Months Ended
	Sep. 30, 2023
Notes
NOTE 6 - STOCKHOLDERS' EQUITY (DEFICIT) (RESTATED)	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 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 had been converted in various installments, into an aggregate 55,834 shares of common stock. 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. During the nine months ended September 30, 2023, the Company issued 38,434 shares of common stock to settle $43,750 of accrued expenses. Warrants Issued During the nine months ended September 30, 2022, the Company issued 166,667 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 55,173 warrants to purchase common stock as part of the consulting agreement with the Company’s CEO, Ben Kaplan. The warrants were valued at $146,391 and were recorded as stock-based compensation. The warrants were valued using the Black-Scholes option pricing model with the following weighted average terms a) stock price of $2.66, b) exercise price of $0.01, c) discount rate of 2.36%, d) volatility of 366%, d) dividend yield of 0%, and f) term of 1.60 years. 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. During the nine months ended September 30, 2023, the Company issued 1,922 warrants to purchase common stock as part of the consulting agreement with the Company’s CEO, Ben Kaplan. The warrants were valued at $635 and were recorded as stock-based compensation. The warrants were valued using the black-scholes option pricing model with the following weighted average terms a) stock price of $0.34, b) exercise price of $0.01, c) discount rate of 5.50%, d) volatility of 157%, d) dividend yield of 0%, and f) term of 0.38 years. The following table reflects a summary of Common Stock warrants outstanding and warrant activity during the nine months ended September 30, 2023 Underlying Shares Weighted Average Exercise Price Weighted Average Term (Years) Warrants outstanding at January 1, 2023 1,542,502 $0.65 1.29 Granted 1,922 0.01 0.38 Exercised - - - Forfeited (333,333) 1.50 - Warrants outstanding and exercisable at September 30, 2023 1,211,091 $0.42 0.15 The intrinsic value of warrants outstanding as of September 30, 2023 was $12,000.

NOTE 7 - COMMITMENTS AND CONTIN

NOTE 7 - COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2023
Notes
NOTE 7 - COMMITMENTS AND CONTINGENCIES	NOTE 7 – COMMITMENTS AND CONTINGENCIES Related Party Transaction On November 17, 2021, the Company entered into an Executive Consulting Agreement (the “Agreement”) with Benjamin Kaplan whereby Mr. Kaplan was appointed as CEO of the Company (see Note 4).

NOTE 8 - SUBSEQUENT EVENTS

NOTE 8 - SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2023
Notes
NOTE 8 - SUBSEQUENT EVENTS	NOTE 8 – SUBSEQUENT EVENTS The Company’s management has evaluated subsequent events occurring after September 30, 2023, the date of our most recent balance sheet, through the date our financial statements were issued, and there are no events requiring disclosure.

NOTE 3. Summary of Significan_2

NOTE 3. Summary of Significant Accounting Policies: Basis of Presentation (Policies)	9 Months Ended
	Sep. 30, 2023
Policies
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”), including the instructions to Form 10-Q and Regulation S-X. Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), have been condensed or omitted from these statements pursuant to such rules and regulations and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements and should be read in conjunction with our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, which are of a normal recurring nature, considered necessary for the fair presentation of the Company’s financial position, results of operations and cash flows as of and for the interim periods presented.

NOTE 3. Summary of Significan_3

NOTE 3. Summary of Significant Accounting Policies: Basis of Consolidation (Policies)	9 Months Ended
	Sep. 30, 2023
Policies
Basis of Consolidation	Basis of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, MYC. All inter-company accounts and transactions have been eliminated in consolidation.

NOTE 3. Summary of Significan_4

NOTE 3. Summary of Significant Accounting Policies: Use of Estimates (Policies)	9 Months Ended
	Sep. 30, 2023
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)	9 Months Ended
	Sep. 30, 2023
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)	9 Months Ended
	Sep. 30, 2023
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 $747 and $749 for the nine months ended September 30, 2023 and 2022, 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 the nine months ended September 30, 2023 and 2022.

NOTE 3. Summary of Significan_7

NOTE 3. Summary of Significant Accounting Policies: Fair Value of Financial Instruments (Policies)	9 Months Ended
	Sep. 30, 2023
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. 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 six months ended September 30, 2023 and 2022.

NOTE 3. Summary of Significan_8

NOTE 3. Summary of Significant Accounting Policies: Income Taxes (Policies)	9 Months Ended
	Sep. 30, 2023
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, 2023 and December 31, 2022, the Company had a full valuation allowance against its deferred tax assets. The Company follows ASC 740-10-25, Income Taxes—Recognition

NOTE 3. Summary of Significan_9

NOTE 3. Summary of Significant Accounting Policies: Stock- Based Compensation (Policies)	9 Months Ended
	Sep. 30, 2023
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)	9 Months Ended
	Sep. 30, 2023
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 common stock equivalents not included in the computation of earnings per share because the effect was antidilutive, were related to convertible debt and totaled 1,286,248 and 1,343,952 for the nine months ended September 30, 2023 and 2022, respectively, and the outstanding warrants that totaled 1,211,091 and 1,533,957 for nine months ended September 30, 2023 and 2022, respectively.

NOTE 3. Summary of Significa_11

NOTE 3. Summary of Significant Accounting Policies: Recent Accounting Pronouncements (Policies)	9 Months Ended
	Sep. 30, 2023
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 CONVE_2

NOTE 5 - PROMISSORY AND CONVERTIBLE NOTES: Schedule of Outstanding Principal and Interest by Each Lender (Tables)	9 Months Ended
	Sep. 30, 2023
Tables/Schedules
Schedule of Outstanding Principal and Interest by Each Lender	September 30, 2023 December 31, 2022 Maturity Date Total Outstanding*** Principal Interest Total Outstanding*** Principal Interest Lender A 8/27/2023 $ 595,199 $ 500,000 $ 95,199 $ 556,244 $ 500,000 $ 56,244 Lender B 9/27/2023 63,422 55,000 8,422 60,907 55,000 5,907 Lender C 10/27/2023 256,270 220,000 36,270 241,528 220,000 21,528 Lender D 10/21/2023 2,407 - 2,407 2,407 - 2,407 Lender E 1/21/2024 368,951 325,000 43,951 349,504 325,000 24,504 $ 1,286,248 $ 1,100,000 $ 186,248 $ 1,210,590 $ 1,100,000 $ 110,590 *** - Total Outstanding = Principal + Interest as of September 30, 2023 and December 31, 2022

NOTE 6 - STOCKHOLDERS' EQUITY_2

NOTE 6 - STOCKHOLDERS' EQUITY (DEFICIT) (RESTATED): Schedule of Common Stock Warrants Outstanding and Warrant Activity (Tables)	9 Months Ended
	Sep. 30, 2023
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, 2023 1,542,502 $0.65 1.29 Granted 1,922 0.01 0.38 Exercised - - - Forfeited (333,333) 1.50 - Warrants outstanding and exercisable at September 30, 2023 1,211,091 $0.42 0.15

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 (Restat_2

NOTE 2. Going Concern (Restated) (Details) - USD ($)	3 Months Ended						9 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Details
NET LOSS	$ (308,700)	$ (278,682)	$ (303,004)	$ (292,633)	$ (410,940)	$ (1,304,710)	$ (890,386)	$ (2,008,283)
NET CASH USED IN OPERATING ACTIVITIES							(68,914)	$ (604,094)
TOTAL CURRENT ASSETS	316,985						316,985		$ 385,899
TOTAL CURRENT LIABILITES	2,055,083						2,055,083		$ 764,513
Working Capital	$ 1,738,098						$ 1,738,098

NOTE 3. Summary of Significa_12

NOTE 3. Summary of Significant Accounting Policies: Fixed Assets and Depreciation (Details) - USD ($)			9 Months Ended
	Sep. 30, 2023	Dec. 31, 2022	Sep. 30, 2023	Sep. 30, 2022
Depreciation expense	$ 747	$ 749	$ 747	$ 749
Building and Building Improvements
Property Plant And Equipment Estimated Useful Lives 2			30 years
Machinery and Equipment
Property Plant And Equipment Estimated Useful Lives 2			10-15 years
Software and Software Development Costs
Property Plant And Equipment Estimated Useful Lives 2			3-5 years
Vehicles
Property Plant And Equipment Estimated Useful Lives 2			3-7 years
Land Improvements
Property Plant And Equipment Estimated Useful Lives 2			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	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Details
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	1,286,248	1,343,952
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Number	1,211,091		1,533,957

NOTE 4 - RELATED PARTY TRANSA_2

NOTE 4 - RELATED PARTY TRANSACTION (RESTATED) (Details) - USD ($)			3 Months Ended					9 Months Ended
	Sep. 30, 2023	Dec. 31, 2022	Sep. 30, 2023	Jun. 30, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022
Long-Term Debt, Percentage Bearing Fixed Interest, Percentage Rate	1.75%		1.75%					1.75%
Due to Related Parties	$ 0	$ 0	$ 0					$ 0
Interest Expense, Related Party								0	$ 0
Interest expense - related party	0	5,424	0		$ (1,779)			0	(7,203)
Cash paid for interest								0	5,000
Accrued expenses - related party	$ 504,000	$ 288,000	504,000					504,000
General and administrative			165,421		106,982			427,785	1,389,700
Stock based compensation				$ 635	540	$ 2,015	$ 1,018,814	44,385	1,021,369
CEO
General and administrative			72,000		72,540			216,635	362,931
Stock based compensation			$ 635		$ 540			$ 635	$ 146,391
Warrants Issued, Shares								1,922	55,173
Warrants Issued, Value								$ 635	$ 146,391

NOTE 5 - PROMISSORY AND CONVE_3

NOTE 5 - PROMISSORY AND CONVERTIBLE NOTES (Details) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Details
Convertible Debt, Principal	$ 1,100,000		$ 1,100,000
Debt Instrument, Debt Default, Amount	555,000
Aggregate Debt Discount	0	$ 325,000
Debt discount on convertible note payable	0	250,000
Amortization of Debt Issuance Costs and Discounts	386,403	$ 533,308
Unamortized Debt Discount	$ 58,446

NOTE 5 - PROMISSORY AND CONVE_4

NOTE 5 - PROMISSORY AND CONVERTIBLE NOTES: Schedule of Outstanding Principal and Interest by Each Lender (Details) - USD ($)	9 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Lender A
Convertible Debt, Maturity Date	Aug. 27, 2023
Convertible Debt, Outstanding	$ 595,199	$ 556,244
Convertible Debt, Principal	500,000	500,000
Convertible Debt, Interest	$ 95,199	56,244
Lender B
Convertible Debt, Maturity Date	Sep. 27, 2023
Convertible Debt, Outstanding	$ 63,422	60,907
Convertible Debt, Principal	55,000	55,000
Convertible Debt, Interest	$ 8,422	5,907
Lender C
Convertible Debt, Maturity Date	Oct. 27, 2023
Convertible Debt, Outstanding	$ 256,270	241,528
Convertible Debt, Principal	220,000	220,000
Convertible Debt, Interest	$ 36,270	21,528
Lender D
Convertible Debt, Maturity Date	Oct. 21, 2023
Convertible Debt, Outstanding	$ 2,407	2,407
Convertible Debt, Principal	0	0
Convertible Debt, Interest	$ 2,407	2,407
Lender E
Convertible Debt, Maturity Date	Jan. 21, 2024
Convertible Debt, Outstanding	$ 368,951	349,504
Convertible Debt, Principal	325,000	325,000
Convertible Debt, Interest	43,951	24,504
Convertible Debt, Outstanding	1,286,248	1,210,590
Convertible Debt, Principal	1,100,000	1,100,000
Convertible Debt, Interest	$ 186,248	$ 110,590

NOTE 6 - STOCKHOLDERS' EQUITY_3

NOTE 6 - STOCKHOLDERS' EQUITY (DEFICIT) (RESTATED) (Details) - USD ($)	3 Months Ended				9 Months Ended
	Jun. 30, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Common Stock, Shares Authorized					100,000,000		100,000,000
Common Stock, Par or Stated Value Per Share					$ 0.001		$ 0.001
Preferred Stock, Shares Authorized					5,000,000		5,000,000
Preferred Stock, Par or Stated Value Per Share					$ 0.001		$ 0.001
Sale of preferred shares in private placements				$ 150,000	$ 150,000
Common stock issued to settle accounts payable and accrued expenses	$ 43,750				$ 43,750
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Net of Forfeitures					1,922
Common Stock Issued On Cashless Exercise Of Warrant, Shares					55,173
CEO
Warrants Issued, Value					$ 635	$ 146,391
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 1 | Warrants
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Net of Forfeitures					166,667
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				150,000
Conversion of Preferred to Common Shares						10,000
Common stock issued to settle accounts payable and accrued expenses	$ 0
Common Stock
Sale of preferred shares in private placements				$ 0
Conversion of Preferred to Common Shares						55,834
Common stock issued to settle accounts payable and accrued expenses	38,434				38,434
Common stock issued to settle accounts payable and accrued expenses	$ 38
Common Stock Issued On Cashless Exercise Of Warrant, Shares		113,435	11,727

NOTE 6 - STOCKHOLDERS' EQUITY_4

NOTE 6 - STOCKHOLDERS' EQUITY (DEFICIT) (RESTATED): Schedule of Common Stock Warrants Outstanding and Warrant Activity (Details)	9 Months Ended	12 Months Ended
	Sep. 30, 2023 $ / shares shares	Dec. 31, 2022 $ / shares shares
Details
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number		1,542,502
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ / shares	$ 0.42	$ 0.65
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term	1 month 24 days	1 year 3 months 14 days
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Net of Forfeitures	1,922
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ / shares	$ 0.01
Sharebased Compensation Arrangement By Sharebased Payment Award Options Granted Weighted Average Remaining Contractual Term	0.38
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Exercised	0
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Forfeitures	(333,333)
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price | $ / shares	$ 1.50
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Number	1,211,091	1,533,957