Mycotopia Therapies (TPIA) 10-K 22 Apr 24 2023 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2023	Apr. 12, 2024	Jun. 30, 2023
Details
Registrant CIK	0001763329
Fiscal Year End	--12-31
Registrant Name	MYCOTOPIA THERAPIES, INC.
SEC Form	10-K
Period End date	Dec. 31, 2023
Tax Identification Number (TIN)	87-0645794
Number of common stock shares outstanding		14,896,791
Public Float			$ 1,552,854
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	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
Country Region	954
City Area Code	233
Local Phone Number	3511
Document Financial Statement Error Correction	false
Amendment Flag	false
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Auditor Name	Fruci & Associates II, PLLC
Auditor Firm ID	5525
Auditor Location	Spokane, Washington

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2023	Dec. 31, 2022
CURRENT ASSETS
Cash	$ 279,134	$ 385,899
Total Current Assets	279,134	385,899
NON-CURRENT ASSETS
Property and equipment, net	498	1,496
Intangible assets, net	1,939,781	0
TOTAL ASSETS	2,219,413	387,395
CURRENT LIABILITIES
Accounts payable and accrued expenses	341,358	225,000
Accrued interest	239,714	110,590
Accrued expenses - related party	576,000	288,000
Convertible note payable, net of debt discount	1,090,651	140,923
Shares to be issued	2,000,000	0
Total Current Liabilities	4,247,723	764,513
Convertible note payable, net of debt discount, non-current portion	0	514,230
TOTAL LIABILITIES	4,247,723	1,278,743
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
STOCKHOLDERS' DEFICIT
Common stock, $0.001 par value; 100,000,000 shares authorized, 14,896,791 and 14,858,357 shares issued and outstanding as of December 31, 2023 and 2022, respectively	14,897	14,857
Additional paid in capital	6,917,774	6,873,429
Accumulated deficit	(8,960,981)	(7,779,634)
TOTAL STOCKHOLDERS' DEFICIT	(2,028,310)	(891,348)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 2,219,413	$ 387,395

CONSOLIDATED BALANCE SHEETS - P

CONSOLIDATED BALANCE SHEETS - Parenthetical - USD ($)	Dec. 31, 2023	Dec. 31, 2022
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 ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
OPERATING EXPENSE
General and administrative expenses	$ 616,724	$ 1,736,336
TOTAL OPERATING EXPENSES	616,724	1,736,336
NET LOSS FROM OPERATIONS	(616,724)	(1,736,336)
OTHER EXPENSE
Interest expense	(564,623)	(863,330)
Interest expense - related party	0	(7,203)
TOTAL OTHER EXPENSE	(564,623)	(875,533)
NET LOSS BEFORE PROVISION FOR INCOME TAXES	(1,181,347)	(2,611,869)
Provision for income taxes	0	0
NET LOSS	$ (1,181,347)	$ (2,611,869)
Basic and Diluted	$ (0.08)	$ (0.18)
Basic and Diluted	14,884,050	14,445,002

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, 2021	$ 0	$ 13,966	$ 5,205,820	$ (5,167,765)	$ 52,021
Shares, Outstanding, Beginning Balance at Dec. 31, 2021		13,967,332
Stock based compensation	0	$ 322	1,022,533	0	1,022,855
Common stock issued in settlement of accounts payable and accrued expenses					0
NET LOSS	0	0	0	(2,611,869)	(2,611,869)
Equity, Attributable to Parent, Ending Balance at Dec. 31, 2022	$ 0	$ 14,857	6,873,429	(7,779,634)	(891,348)
Shares, Outstanding, Ending Balance at Dec. 31, 2022	0	14,858,357
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
Debt discount on convertible note payable	$ 0	$ 0	250,000	0	250,000
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			151,667
Stock based compensation	0	$ 0	635	0	$ 635
Common stock issued in settlement of accounts payable and accrued expenses	0	$ 40	43,710	0	43,750
Common stock issued in settlement of accounts payable and accrued expenses		38,434
NET LOSS	0	$ 0	0	(1,181,347)	(1,181,347)
Equity, Attributable to Parent, Ending Balance at Dec. 31, 2023	$ 0	$ 14,897	$ 6,917,774	$ (8,960,981)	(2,028,310)
Shares, Outstanding, Ending Balance at Dec. 31, 2023	0	14,896,791
Sale of preferred shares in private placements					150,000
Sale of preferred shares in private placements	15,000
Conversion of preferred to common	(15,000)	105,834
Debt discount on convertible note payable					$ 0
Common Stock Issued On Cashless Exercise Of Warrant, Shares					0

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (1,181,347)	$ (2,611,869)
Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities
Depreciation expense	998	1,001
Amortization expense	60,219	0
Amortization of debt discount	435,498	764,028
Stock based compensation	635	1,022,855
Changes in operating assets and liabilities
Increase in accounts payable and accrued expenses	160,108	227,704
Increase in accrued interest	129,124	0
Increase (Decrease) in accrued expenses - related party	288,000	(50,000)
Decrease in accrued interest - shareholder loan	0	(10,339)
Net cash used in operating activities	(106,765)	(656,620)
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 decrease in cash	(106,765)	(881,620)
Cash, beginning of year	385,899	1,267,519
Cash, end of year	279,134	385,899
Supplemental cash flow information
Cash paid for interest	0	17,542
Cash paid for taxes	0	0
Supplemental Disclosure of Non-Cash Financing Activities
Intangible assets acquired through promise to issue shares	2,000,000	0
Common stock issued in settlement of accounts payable and accrued expenses	$ 43,750	$ 0
Conversion of preferred to common stock	0	150,000
Debt discount on convertible note payable	$ 0	$ 250,000
Conversion of convertible debt and interest	$ 0	$ 245,645

NOTE 1. ORGANIZATION AND DESCRI

NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS	12 Months Ended
	Dec. 31, 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, 2023. 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. On November 17, 2023, the Company created a new Florida-based subsidiary, NPD Genius, LLC (“NPD”).

NOTE 2. GOING CONCERN

NOTE 2. GOING CONCERN	12 Months Ended
	Dec. 31, 2023
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, 2023, the Company incurred a net loss of $1,181,347, had negative cash flows from operations of $106,765 and may incur additional future losses. At December 31, 2023, the Company had total current assets of $279,134 and total current liabilities of $4,247,723, resulting in a working capital deficit of $3,968,589. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after that date that the consolidated financial statements are issued. 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, 2023
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 subsidiaries, MYC and NPD. 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 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. The Company maintains its cash balances with a bank whose balance is insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. The Company monitors the cash balances held in its bank accounts, and as of December 31, 2023 and December, 2022 did not have any concerns regarding cash balances which exceeded the insured amounts. Property and Equipment, Net Property 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 $998 and $1,001 for the years ended December 31, 2023 and 2022, respectively. The Company computes depreciation utilizing estimated useful lives, as stated below: Property and Equipment, Net Categories Estimated Useful Life Equipment 3 Years Management assesses property and equipment 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. Management assessed and concluded that no impairment write-down would be necessary for the Company’s property and equipment as of December 31, 2023 and 2022. Finite Long-lived Intangible Assets, Net Finite long-lived intangible assets are recorded at their estimated fair value at the date of acquisition. Finite long-lived intangible assets are amortized on a straight-line basis over their estimated useful lives. Management annually evaluates the estimated remaining useful lives of the finite intangible assets to determine whether events or changes in circumstances warrant a revision to the remaining period of amortization. The Company acquired the finite intangible asset, intellectual property, as part of the Philon Labs asset acquisition during the year ended December 31, 2023 (Note 4 – Intangible Assets, Net). Finite long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be fully recoverable. An impairment loss is recognized if the sum of the expected long-term undiscounted cash flows the asset is expected to generate is less than its carrying amount. Any write-downs are treated as permanent reductions in the carrying amount of the respective asset. Management assessed and concluded that no impairment write-down would be necessary for finite long-lived intangible assets as of December 31, 2023 and 2022. The Company amortizes these intangible assets on a straight-line basis over their estimated useful lives, as stated below: Intangible Assets, Net Categories Estimated Useful Life Intellectual property 3 Years 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, 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 December 31, 2023 and 2022, the Company had a full valuation allowance against its deferred tax assets. We adopted ASC 740-10-25, Income Taxes—Recognition 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 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. Prior period reclassifications We have reclassified certain amounts in prior periods to conform with current presentation. Accrued interest related to convertible notes payable in the amount of $110,590, which were reported within accounts payable and accrued expenses at December 31, 2022, have been reclassified as accrued interest on the balance sheet. 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 December 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-09, “Income Taxes (Topic 740) – Improvements to Income Tax Disclosures”. ASU 2023-09 requires that an entity, on an annual basis, disclose additional income tax information, primarily related to the rate reconciliation and income taxes paid. The amendment in the ASU is intended to enhance the transparency and decision usefulness of income tax disclosures. The ASU’s amendments are effective for annual periods beginning after December 15, 2024. The Company is currently evaluating the impact ASU 2023-09 will have on its financial statements. 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 - ASSETS ACQUSITION

NOTE 4 - ASSETS ACQUSITION	12 Months Ended
	Dec. 31, 2023
Notes
NOTE 4 - ASSETS ACQUSITION	NOTE 4 – ASSETS ACQUSITION On November 28, 2023, the Company entered into an asset sale and purchase agreement with Philon Labs, LLC. (the “seller” or “Philon Labs”) for consideration of approximately $2,000,000 in exchange for the intangible assets. The purpose of the assets purchase was to begin the Company’s transition to a growth-oriented company that applies advanced engineering and design techniques to new products. The entire purchase consideration was allocated as fair value to the intellectual property acquired from the seller. The $2,000,000 is to be paid through the issuance of a new series of Preferred Stock. As of December 31, 2023, the consideration has not been issued to the seller and is recorded as shares to be issued on the consolidated balance sheet. The Company has analyzed the shares to be issued balance and determined that they are liabilities in accordance with ASC 480 – Distinguishing Liabilities from Equity The acquired intangible assets are being amortized over their estimated useful lives of 3 years. Intangible assets as of December 31, 2023, are as follows: December 31, 2023 Intellectual property $ 2,000,000 Less: accumulated amortization (60,219 ) Intangible assets, net $ 1,939,781 Amortization expense from intangible assets was $60,219 and $0 for the year ended December 31, 2023 Future amortization expense from intangible assets as of December 31, 2023, were as follows: For the Year Ended, December 31, 2024 $ 667,883 2025 666,058 2026 605,839 Thereafter - Total remaining amortization expense $ 1,939,781

NOTE 5 - RELATED PARTY TRANSACT

NOTE 5 - RELATED PARTY TRANSACTIONS	12 Months Ended
	Dec. 31, 2023
Notes
NOTE 5 - RELATED PARTY TRANSACTIONS	NOTE 5 – RELATED PARTY TRANSACTION S Notes Payable – Related Parties 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, the Company repaid the $625,000 in outstanding principal and interest due on the three promissory notes. As of December 31, 2023 and 2022, the Company had no balances outstanding in connection with these notes. During the years ended December 31, 2023 and 2022, the Company recorded interest expense of $0 and $7,203, 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 December 31, 2023 and 2022, the Company had cash compensation outstanding as accrued expense - related party due to the Mycotopia Consulting Agreement of $576,000 and $288,000, respectively. During the years ended December 31, 2023 and 2022, the Company recognized $635 and $148,417, respectively, of stock-based compensation from Warrants issued in connection with the Mycotopia Consulting Agreement. The Company records stock-based compensation on the consolidated income statement as general and administrative expense. Significant terms of the Mycotopia Consulting Agreement are as follows: Annual Base Consulting Fee Every calendar month the Company will pay the CEO a consulting fee of $24,000, with an annual total fee of $288,000. Bonus Compensation Milestones The CEO was granted a Warrant to purchase that number of shares of Mycotopia common stock equal to 5% of the issued and outstanding Mycotopia common shares, on a fully diluted basis. The Warrant had an exercise price of $0.01 per share and expired on November 16, 2023. During the years ended December 31, 2023 and 2022, the Company issued 1,922 and 63,718, respectively, vested Mycotopia warrant shares in accordance with the Warrant valued at $635 and $148,417, respectively (see Note 7 – Stockholders’ Equity). The Company will pay the CEO a bonus in Mycotopia restricted stock or restricted stock units based on the following EBITDA milestones. As of December 31, 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 Mycotopia market capitalization by maintaining the below market cap for Mycotopia 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 a Significant Transaction, the CEO shall be granted shares of Mycotopia common stock or a new series of Mycotopia preferred shares that is convertible into Mycotopia common stock equal to 5% of the value of all the consideration, including any stock, cash or debt of such completed transaction. 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 Mycotopia. During the years ending December 31, 2023 and 2022, the Company did not grant any shares in relation to a Significant Transaction. As of December 31, 2023, there are no amounts accrued related to the bonuses. Board Compensation As of December 31, 2023 and 2022, the Company had accrued expenses from board compensation of $250,000 and $135,000, respectively. Accrued board compensation is included as part of Accounts payable and accrued expenses on the consolidated balance sheets.

NOTE 6 - PROMISSORY AND CONVERT

NOTE 6 - PROMISSORY AND CONVERTIBLE NOTES	12 Months Ended
	Dec. 31, 2023
Notes
NOTE 6 - PROMISSORY AND CONVERTIBLE NOTES	NOTE 6 – PROMISSORY AND CONVERTIBLE NOTES On August 27, 2021, the Company issued a lender (“Lender A”) a convertible note payable with principal of $500,000 and an original issue discount of $50,000. The note matures after 24 months and has an effective interest rate of 8%. As of December 31, 2023, this convertible note payable was in default and therefore classified as a current liability. Default interest accrues at a rate of 20% upon default, and the default conversion price is $0.75 per share. As of December 31, 2023 and 2022, the Company had an outstanding principal amount of $500,000 due to this lender as a result of the note. On September 17, 2021, the Company issued a lender (“Lender B”) a convertible note payable with principal of $55,000 and an original issue discount of $5,000. The note matures after 24 months and has an effective interest rate of 8%. As of December 31, 2023, this convertible note payable was in default and therefore classified as a current liability. Default interest accrues at a rate of 20% upon default, and the default conversion price is $0.75 per share. As of December 31, 2023 and 2022, the Company had an outstanding principal amount of $55,000 due to this lender as a result of the note. On October 27, 2021, the Company issued a lender (“Lender C”) a convertible note payable with principal of $220,000 and an original issue discount of $20,000. The note matures after 24 months and has an effective interest rate of 8%. As of December 31, 2023, this convertible note payable was in default and therefore classified as a current liability. Default interest accrues at a rate of 20% upon default, and the default conversion price is $0.75 per share. As of December 31, 2023 and 2022, the Company had an outstanding principal amount of $220,000 due to this lender as a result of the note. On January 21, 2022, the Company issued a lender (“Lender E”) a convertible note payable with principal of $325,000 and an original issue discount of $75,000. The note matures after 24 months and has an effective interest rate of 8%. As of December 31, 2023 and 2022 the Company had an outstanding principal amount of $325,000 due as a result of this note. As of December 31, 2023 $9,349 of original issue discount remained as a result of this note. During the year ended December 31, 2021, the Company issued three convertible notes payable. In accordance with the terms of the note agreements, during the year ended December 31, 2022, the Company received notice to convert the three notes into shares of the Company’s common stock. As a result, an aggregate of $232,500 in principal and $13,145 in interest was converted into 245,645 shares of common stock (Note 7 – Stockholders’ Equity). Following the conversion, $2,407 of accrued interest remained outstanding and owed to one of the note holders (“Lender D”). The following tables reflects a summary of the outstanding principal and interest by each lender and their respective maturity date as of December 31, 2023 and December 31, 2022: December 31, 2023 December 31, 2022 Maturity Date Total Outstanding*** Principal Interest Total Outstanding*** Principal Interest Lender A 8/27/2023 $ 626,884 $ 500,000 $ 126,884 $ 556,244 $ 500,000 $ 56,244 Lender B 9/27/2023 67,950 55,000 12,950 60,907 55,000 5,907 Lender C 10/27/2023 266,968 220,000 46,968 241,528 220,000 21,528 Lender D 10/21/2023 2,407 - 2,407 2,407 - 2,407 Lender E 1/21/2024 375,504 325,000 50,504 349,504 325,000 24,504 $ 1,339,714 $ 1,100,000 $ 239,714 $ 1,210,590 $ 1,100,000 $ 110,590 *** - Total Outstanding = Principal + Interest as of December 31, 2023 and December 31, 2022 During the years ended December 31, 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 year ended December 31, 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 7 – Stockholders’ Equity). During the years ended December 31, 2023 and 2022, the Company recorded debt discount amortization expense in the amount of $435,498 and $764,028, respectively. As of December 31, 2023, the Company had an unamortized debt discount balance of $9,349 with a weighted amortization period of 0.06 years.

NOTE 7 - STOCKHOLDERS' EQUITY

NOTE 7 - STOCKHOLDERS' EQUITY	12 Months Ended
	Dec. 31, 2023
Notes
NOTE 7 - STOCKHOLDERS' EQUITY	NOTE 7 – STOCKHOLDERS’ EQUITY Common Stock 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. The Company had 14,896,791 and 14,858,357 shares of common stock issued and outstanding as of December 31, 2023 and 2022. During the year ended December 31, 2023, the Company issued 38,434 shares of common stock to settle $43,750 of accrued expenses. 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 (Note 6 – Promissory and Convertible Notes). 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.

NOTE 8 - STOCK BASED COMPENSATI

NOTE 8 - STOCK BASED COMPENSATION	12 Months Ended
	Dec. 31, 2023
Notes
NOTE 8 - STOCK BASED COMPENSATION	NOTE 8 - STOCK BASED COMPENSATION On January 21, 2022, the Company issued 250,000 shares of common stock to a related party and majority shareholder, Benjamin Kaplan, as part of his compensation for services rendered in accordance with his Agreement (Note 7) for services rendered as CEO. The Company expensed $750,000 in relation to this issuance. On January 24, 2022, the Company issued 12,500 shares of common stock to a consultant for services rendered. The Company expensed $38,188 in relation to this issuance. On March 17, 2022, the Company issued 59,622 shares of common stock valued at $86,250 as stock-based compensation for consulting services rendered. Warrants Issued During the 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 6 – Promissory and Convertible Notes. 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 years ended December 31, 2023 and 2022: Underlying Shares Weighted Average Exercise Price Weighted Average Term (Years) Warrants outstanding at January 1, 2022 1,463,784 $ 0.67 1.83 Granted 230,385 $ 1.09 1.86 Exercised (151,667 ) - - Forfeited/Expired - - - Warrants outstanding at December 31, 2022 1,542,502 $ 0.65 1.29 Granted 1,922 $ 0.01 - Exercised - - - Forfeited/Expired (877,758 ) $ 0.01 - Warrants outstanding and exercisable at December 31, 2023 666,666 $ 1.50 0.80 The intrinsic value of warrants outstanding as of December 31, 2023 was approximately $0. All the warrants granted during the year ending December 31, 2023 were valued using the Black-Scholes option pricing model using the following weighted average assumptions: For the Years Ended December 31, December 31, 2023 2022 Expected term (years) 2.00 1.86 Exercise price $ 0.10 $ 1.09 Expected volatility 157.00 % 170.00 % Stock price $ 0.34 $ 2.82 Risk-free interest rate 5.50 % 1.47 % Dividend yield 0.00 % 0.00 %

NOTE 9 - COMMITMENTS AND CONTIN

NOTE 9 - COMMITMENTS AND CONTINGENCIES	12 Months Ended
	Dec. 31, 2023
Notes
NOTE 9 - COMMITMENTS AND CONTINGENCIES	NOTE 9 – COMMITMENTS AND CONTINGENCIES 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 5 – Related Party Transactions).

NOTE 10 - INCOME TAXES

NOTE 10 - INCOME TAXES	12 Months Ended
	Dec. 31, 2023
Notes
NOTE 10 - INCOME TAXES	NOTE 10 – 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: 2023 2022 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 rate of 21% and the amount recorded in the accompanying consolidated financial statements is as follows: 2023 2022 Tax expense at U.S. federal statutory rate $ (248,083) $ (548,492) Tax expense at state statutory rate (32,335) (42,294) Stock Based Compensation 133 183,632 Amortization of Debt Discount 91,455 160,446 Change in valuation allowance 188,613 246,709 Other 217 - 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: 2023 2022 Federal net operating loss carryforward $ 268,214 $ 207,058 State net operating loss carryforward 55,495 42,841 Fixed assets and intangibles 12,471 152 Accrued expenses 215,942 113,457 Total Deferred tax assets $ 552,122 $ 363,509 Valuation allowance (552,122 ) (363,509) $ - $ - 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 11 - SUBSEQUENT EVENTS

NOTE 11 - SUBSEQUENT EVENTS	12 Months Ended
	Dec. 31, 2023
Notes
NOTE 11 - SUBSEQUENT EVENTS	NOTE 11 – SUBSEQUENT EVENTS The Company has evaluated subsequent events from December 31, 2023 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, 2023
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, 2023
Policies
Basis of Consolidation	Basis of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, MYC and NPD. 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, 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)	12 Months Ended
	Dec. 31, 2023
Policies
Cash and Cash Equivalents	Cash 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. The Company maintains its cash balances with a bank whose balance is insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. The Company monitors the cash balances held in its bank accounts, and as of December 31, 2023 and December, 2022 did not have any concerns regarding cash balances which exceeded the insured amounts.

NOTE 3. SUMMARY OF SIGNIFICAN_6

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Property and Equipment, Net (Policies)	12 Months Ended
	Dec. 31, 2023
Policies
Property and Equipment, Net	Property and Equipment, Net Property 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 $998 and $1,001 for the years ended December 31, 2023 and 2022, respectively. The Company computes depreciation utilizing estimated useful lives, as stated below: Property and Equipment, Net Categories Estimated Useful Life Equipment 3 Years Management assesses property and equipment 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. Management assessed and concluded that no impairment write-down would be necessary for the Company’s property and equipment as of December 31, 2023 and 2022.

NOTE 3. SUMMARY OF SIGNIFICAN_7

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Finite Long-lived Intangible Assets, Net (Policies)	12 Months Ended
	Dec. 31, 2023
Policies
Finite Long-lived Intangible Assets, Net	Finite Long-lived Intangible Assets, Net Finite long-lived intangible assets are recorded at their estimated fair value at the date of acquisition. Finite long-lived intangible assets are amortized on a straight-line basis over their estimated useful lives. Management annually evaluates the estimated remaining useful lives of the finite intangible assets to determine whether events or changes in circumstances warrant a revision to the remaining period of amortization. The Company acquired the finite intangible asset, intellectual property, as part of the Philon Labs asset acquisition during the year ended December 31, 2023 (Note 4 – Intangible Assets, Net). Finite long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be fully recoverable. An impairment loss is recognized if the sum of the expected long-term undiscounted cash flows the asset is expected to generate is less than its carrying amount. Any write-downs are treated as permanent reductions in the carrying amount of the respective asset. Management assessed and concluded that no impairment write-down would be necessary for finite long-lived intangible assets as of December 31, 2023 and 2022. The Company amortizes these intangible assets on a straight-line basis over their estimated useful lives, as stated below: Intangible Assets, Net Categories Estimated Useful Life Intellectual property 3 Years

NOTE 3. SUMMARY OF SIGNIFICAN_8

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Fair Value of Financial Instruments (Policies)	12 Months Ended
	Dec. 31, 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. 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, 2023 and 2022.

NOTE 3. SUMMARY OF SIGNIFICAN_9

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Income Taxes (Policies)	12 Months Ended
	Dec. 31, 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 December 31, 2023 and 2022, the Company had a full valuation allowance against its deferred tax assets. We adopted ASC 740-10-25, Income Taxes—Recognition and requires increased disclosures. We had no material adjustments to our liabilities for unrecognized income tax benefits according to the provisions of ASC 740-10-25.

NOTE 3. SUMMARY OF SIGNIFICA_10

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Stock- Based Compensation (Policies)	12 Months Ended
	Dec. 31, 2023
Policies
Stock- Based Compensation	Stock Based Compensation We follow ASC 718, Compensation–Stock Compensation,

NOTE 3. SUMMARY OF SIGNIFICA_11

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Basic and diluted net loss per share (Policies)	12 Months Ended
	Dec. 31, 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.

NOTE 3. SUMMARY OF SIGNIFICA_12

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Prior period reclassifications (Policies)	12 Months Ended
	Dec. 31, 2023
Policies
Prior period reclassifications	Prior period reclassifications We have reclassified certain amounts in prior periods to conform with current presentation. Accrued interest related to convertible notes payable in the amount of $110,590, which were reported within accounts payable and accrued expenses at December 31, 2022, have been reclassified as accrued interest on the balance sheet.

NOTE 3. SUMMARY OF SIGNIFICA_13

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Recent Accounting Pronouncements (Policies)	12 Months Ended
	Dec. 31, 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 December 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-09, “Income Taxes (Topic 740) – Improvements to Income Tax Disclosures”. ASU 2023-09 requires that an entity, on an annual basis, disclose additional income tax information, primarily related to the rate reconciliation and income taxes paid. The amendment in the ASU is intended to enhance the transparency and decision usefulness of income tax disclosures. The ASU’s amendments are effective for annual periods beginning after December 15, 2024. The Company is currently evaluating the impact ASU 2023-09 will have on its financial statements. 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 3. SUMMARY OF SIGNIFICA_14

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Property and Equipment, Net: Property and Equipment, Net (Tables)	12 Months Ended
	Dec. 31, 2023
Tables/Schedules
Property and Equipment, Net	Property and Equipment, Net Categories Estimated Useful Life Equipment 3 Years

NOTE 3. SUMMARY OF SIGNIFICA_15

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Finite Long-lived Intangible Assets, Net: Schedule of Indefinite-Lived Intangible Assets (Tables)	12 Months Ended
	Dec. 31, 2023
Tables/Schedules
Schedule of Indefinite-Lived Intangible Assets	Intangible Assets, Net Categories Estimated Useful Life Intellectual property 3 Years

NOTE 4 - ASSETS ACQUSITION_ Ass

NOTE 4 - ASSETS ACQUSITION: Asset Acquisition (Tables)	12 Months Ended
	Dec. 31, 2023
Tables/Schedules
Asset Acquisition	December 31, 2023 Intellectual property $ 2,000,000 Less: accumulated amortization (60,219 ) Intangible assets, net $ 1,939,781

NOTE 4 - ASSETS ACQUSITION_ Sch

NOTE 4 - ASSETS ACQUSITION: Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Tables)	12 Months Ended
	Dec. 31, 2023
Tables/Schedules
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense	For the Year Ended, December 31, 2024 $ 667,883 2025 666,058 2026 605,839 Thereafter - Total remaining amortization expense $ 1,939,781

NOTE 6 - PROMISSORY AND CONVE_2

NOTE 6 - PROMISSORY AND CONVERTIBLE NOTES: Schedule of Outstanding Principal and Interest by Each Lender (Tables)	12 Months Ended
	Dec. 31, 2023
Tables/Schedules
Schedule of Outstanding Principal and Interest by Each Lender	December 31, 2023 December 31, 2022 Maturity Date Total Outstanding*** Principal Interest Total Outstanding*** Principal Interest Lender A 8/27/2023 $ 626,884 $ 500,000 $ 126,884 $ 556,244 $ 500,000 $ 56,244 Lender B 9/27/2023 67,950 55,000 12,950 60,907 55,000 5,907 Lender C 10/27/2023 266,968 220,000 46,968 241,528 220,000 21,528 Lender D 10/21/2023 2,407 - 2,407 2,407 - 2,407 Lender E 1/21/2024 375,504 325,000 50,504 349,504 325,000 24,504 $ 1,339,714 $ 1,100,000 $ 239,714 $ 1,210,590 $ 1,100,000 $ 110,590 *** - Total Outstanding = Principal + Interest as of December 31, 2023 and December 31, 2022

NOTE 8 - STOCK BASED COMPENSA_2

NOTE 8 - STOCK BASED COMPENSATION: Schedule of Common Stock Warrants Outstanding and Warrant Activity (Tables)	12 Months Ended
	Dec. 31, 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, 2022 1,463,784 $ 0.67 1.83 Granted 230,385 $ 1.09 1.86 Exercised (151,667 ) - - Forfeited/Expired - - - Warrants outstanding at December 31, 2022 1,542,502 $ 0.65 1.29 Granted 1,922 $ 0.01 - Exercised - - - Forfeited/Expired (877,758 ) $ 0.01 - Warrants outstanding and exercisable at December 31, 2023 666,666 $ 1.50 0.80

NOTE 8 - STOCK BASED COMPENSA_3

NOTE 8 - STOCK BASED COMPENSATION: Schedule of Assumptions Used (Tables)	12 Months Ended
	Dec. 31, 2023
Warrants
Schedule of Assumptions Used	For the Years Ended December 31, December 31, 2023 2022 Expected term (years) 2.00 1.86 Exercise price $ 0.10 $ 1.09 Expected volatility 157.00 % 170.00 % Stock price $ 0.34 $ 2.82 Risk-free interest rate 5.50 % 1.47 % Dividend yield 0.00 % 0.00 %

NOTE 10 - INCOME TAXES_ Schedul

NOTE 10 - INCOME TAXES: Schedule of Income before Income Tax (Tables)	12 Months Ended
	Dec. 31, 2023
Tables/Schedules
Schedule of Income before Income Tax	2023 2022 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 10 - INCOME TAXES_ Sched_2

NOTE 10 - INCOME TAXES: Schedule of Effective Income Tax Rate Reconciliation (Tables)	12 Months Ended
	Dec. 31, 2023
Tables/Schedules
Schedule of Effective Income Tax Rate Reconciliation	2023 2022 Tax expense at U.S. federal statutory rate $ (248,083) $ (548,492) Tax expense at state statutory rate (32,335) (42,294) Stock Based Compensation 133 183,632 Amortization of Debt Discount 91,455 160,446 Change in valuation allowance 188,613 246,709 Other 217 - Total $ - $ -

NOTE 10 - INCOME TAXES_ Sched_3

NOTE 10 - INCOME TAXES: Schedule of Deferred Tax Assets and Liabilities (Tables)	12 Months Ended
	Dec. 31, 2023
Tables/Schedules
Schedule of Deferred Tax Assets and Liabilities	2023 2022 Federal net operating loss carryforward $ 268,214 $ 207,058 State net operating loss carryforward 55,495 42,841 Fixed assets and intangibles 12,471 152 Accrued expenses 215,942 113,457 Total Deferred tax assets $ 552,122 $ 363,509 Valuation allowance (552,122 ) (363,509) $ - $ -

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, 2023	Dec. 31, 2022
Details
NET LOSS	$ (1,181,347)	$ (2,611,869)
Net cash used in operating activities	(106,765)	(656,620)
Total Current Assets	279,134	385,899
Total Current Liabilities	4,247,723	$ 764,513
Working Capital	$ 3,968,589

NOTE 3. SUMMARY OF SIGNIFICA_16

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Cash and Cash Equivalents (Details)	Dec. 31, 2023 USD ($)
Details
Cash, FDIC Insured Amount	$ 250,000

NOTE 3. SUMMARY OF SIGNIFICA_17

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Property and Equipment, Net (Details) - USD ($)			12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Details
Depreciation expense	$ 998	$ 1,001	$ 998	$ 1,001

NOTE 3. SUMMARY OF SIGNIFICA_18

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Property and Equipment, Net: Property and Equipment, Net (Details)	Dec. 31, 2023
Equipment
Finite-Lived Intangible Asset, Useful Life	3 years

NOTE 3. SUMMARY OF SIGNIFICA_19

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Finite Long-lived Intangible Assets, Net: Schedule of Indefinite-Lived Intangible Assets (Details)	Dec. 31, 2023
Intellectual Property
Finite-Lived Intangible Asset, Useful Life	3 years

NOTE 3. SUMMARY OF SIGNIFICA_20

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Basic and diluted net loss per share (Details) - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Convertible Debt
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	1,573,660	1,210,590
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	732,306	1,542,502

NOTE 3. SUMMARY OF SIGNIFICA_21

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Prior period reclassifications (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Details
Accrued interest	$ 239,714	$ 110,590

NOTE 4 - ASSETS ACQUSITION (Det

NOTE 4 - ASSETS ACQUSITION (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Details
Intangible assets acquired through promise to issue shares	$ 2,000,000	$ 0

NOTE 4 - ASSETS ACQUSITION_ A_2

NOTE 4 - ASSETS ACQUSITION: Asset Acquisition (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Intangible assets, net	$ 1,939,781	$ 0
Amortization expense	60,219	$ 0
Intellectual Property
Intangible assets, net	$ 2,000,000

NOTE 4 - ASSETS ACQUSITION_ S_2

NOTE 4 - ASSETS ACQUSITION: Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Details
2024	$ 667,883
2025	666,058
2026	605,839
Intangible assets, net	$ 1,939,781	$ 0

NOTE 5 - RELATED PARTY TRANSA_2

NOTE 5 - RELATED PARTY TRANSACTIONS (Details) - USD ($)	3 Months Ended		12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Long-Term Debt, Percentage Bearing Fixed Interest, Percentage Rate	1.75%		1.75%
Accrued Liabilities and Other Liabilities	$ 576,000	$ 288,000	$ 576,000	$ 288,000
Stock based compensation			635	1,022,855
Ehave, Inc
Interest Expense, Related Party			$ 0	$ 7,203
CEO
Stock based compensation	$ 635	$ 148,417
Warrants Issued, Shares			1,922	63,718
Warrants Issued, Value			$ 635	$ 148,417

NOTE 6 - PROMISSORY AND CONVE_3

NOTE 6 - PROMISSORY AND CONVERTIBLE NOTES (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Aggregate Debt Discount	$ 0	$ 325,000
Debt Discount On Convertible Note Payable Related To Financing Fees		75,000
Debt discount on convertible note payable	0	250,000
Amortization of debt discount	435,498	$ 764,028
Unamortized Debt Discount	$ 9,349
Common Stock
Conversion of convertible debt in common stock, Shares		245,645
Debt discount on convertible note payable		$ 0

NOTE 6 - PROMISSORY AND CONVE_4

NOTE 6 - PROMISSORY AND CONVERTIBLE NOTES: Schedule of Outstanding Principal and Interest by Each Lender (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Lender A
Convertible Debt, Maturity Date	Aug. 27, 2023
Convertible Debt, Outstanding	$ 626,884	$ 556,244
Convertible Debt, Principal	500,000	500,000
Convertible Debt, Interest	$ 126,884	56,244
Lender B
Convertible Debt, Maturity Date	Sep. 27, 2023
Convertible Debt, Outstanding	$ 67,950	60,907
Convertible Debt, Principal	55,000	55,000
Convertible Debt, Interest	$ 12,950	5,907
Lender C
Convertible Debt, Maturity Date	Oct. 27, 2023
Convertible Debt, Outstanding	$ 266,968	241,528
Convertible Debt, Principal	220,000	220,000
Convertible Debt, Interest	$ 46,968	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	$ 375,504	349,504
Convertible Debt, Principal	325,000	325,000
Convertible Debt, Interest	50,504	24,504
Convertible Debt, Outstanding	1,339,714	1,210,590
Convertible Debt, Principal	1,100,000	1,100,000
Convertible Debt, Interest	$ 239,714	$ 110,590

NOTE 7 - STOCKHOLDERS' EQUITY (

NOTE 7 - STOCKHOLDERS' EQUITY (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	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
Common Stock, Shares, Issued	14,896,791	14,858,357
Common Stock, Shares, Outstanding	14,896,791	14,858,357
Common stock issued in settlement of accounts payable and accrued expenses	$ 43,750	$ 0
Conversion of convertible debt in common stock		245,645
Initial Net Carrying Value of Mezzanine Equity	50,000
Sale of preferred shares in private placements	$ 150,000	$ 150,000
Conversion of preferred to common stock	0	150,000
Common Stock
Common stock issued in settlement of accounts payable and accrued expenses	38,434
Common stock issued in settlement of accounts payable and accrued expenses	$ 40
Conversion of convertible debt in common stock, Shares		245,645
Conversion of convertible debt in common stock		$ 246
Sale of preferred shares in private placements		$ 0
Conversion of preferred to common	(105,834)	(105,834)
Conversion of preferred to common	105,834	105,834
Preferred Stock
Common stock issued in settlement of accounts payable and accrued expenses	$ 0
Conversion of convertible debt in common stock		$ 0
Sale of preferred shares in private placements	15,000	15,000
Sale of preferred shares in private placements		$ 150,000
Conversion of preferred to common	15,000	15,000
Conversion of preferred to common	(15,000)	(15,000)

NOTE 8 - STOCK BASED COMPENSA_4

NOTE 8 - STOCK BASED COMPENSATION (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Net of Forfeitures	1,922	230,385
Common Stock Issued On Cashless Exercise Of Warrant, Shares	0	151,667
Common Stock
Common Stock Issued On Cashless Exercise Of Warrant, Shares		217,424
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	325,000
Stock Issuance 2
Stock Issued During Period, Shares, Issued for Services	12,500
Stock Issued During Period, Value, Issued for Services	$ 38,188
Stock Issuance 3
Stock Issued During Period, Shares, Issued for Services	59,622
Stock Issued During Period, Value, Issued for Services	$ 86,250

NOTE 8 - STOCK BASED COMPENSA_5

NOTE 8 - STOCK BASED COMPENSATION: Schedule of Common Stock Warrants Outstanding and Warrant Activity (Details)	12 Months Ended
	Dec. 31, 2023 $ / shares shares	Dec. 31, 2022 $ / shares shares	Dec. 31, 2021 $ / shares shares
Details
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number	666,666	1,542,502	1,463,784
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ / shares	$ 1.5	$ 0.65	$ 0.67
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term	9 months 18 days	1 year 3 months 14 days	1 year 9 months 29 days
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Net of Forfeitures	1,922	230,385
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ / shares	$ 0.01	$ 1.09
Sharebased Compensation Arrangement By Sharebased Payment Award Options Granted Weighted Average Remaining Contractual Term	0	1.86
Common Stock Issued On Cashless Exercise Of Warrant, Shares	0	151,667
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Forfeitures in Period	877,758	0
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Forfeitures in Period	(877,758)	0
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price | $ / shares	$ 0.01

NOTE 8 - STOCK BASED COMPENSA_6

NOTE 8 - STOCK BASED COMPENSATION: Schedule of Assumptions Used (Details) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term	2 years	1 year 10 months 9 days
Share Based Compensation Arrangement By Share Based Payment Award, Fair Value Assumptions, Exercise Price	$ 0.1	$ 1.09
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate	157%	170%
Share Based Compensation Arrangement By Share Based Payment Award, Fair Value Assumptions, Stock Price	$ 0.34	$ 2.82
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate	5.50%	1.47%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Rate	0%	0%

NOTE 10 - INCOME TAXES_ Sched_4

NOTE 10 - INCOME TAXES: Schedule of Income before Income Tax (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
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 10 - INCOME TAXES (Details

NOTE 10 - INCOME TAXES (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Details
Effective Income Tax Rate Reconciliation, Percent	21%
Operating Loss Carryforwards	$ 1,125,576	$ 464,636

NOTE 10 - INCOME TAXES_ Sched_5

NOTE 10 - INCOME TAXES: Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Details
Tax expense at U.S. federal statutory rate	$ (248,083)	$ (548,492)
Tax expense at state statutory rate	(32,335)	(42,294)
Stock Based Compensation	133	183,632
Amortization of Debt Discount	91,455	160,446
Change in valuation allowance	188,613	246,709
Other	217	0
Total income tax expense	$ 0	$ 0

NOTE 10 - INCOME TAXES_ Sched_6

NOTE 10 - INCOME TAXES: Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Details
Federal net operating loss carryforward	$ 268,214	$ 207,058
State net operating loss carryforward	55,495	42,841
Fixed assets and intangibles	12,471	152
Accrued expenses	215,942	113,457
Total Deferred tax assets	552,122	363,509
Valuation allowance	$ (552,122)	$ (363,509)