Mycotopia Therapies (TPIA) 10-Q 15 May 24 2024 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2024	May 15, 2024
Details
Registrant CIK	0001763329
Fiscal Year End	--12-31
Registrant Name	Mycotopia Therapies, Inc.
SEC Form	10-Q
Period End date	Mar. 31, 2024
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
Securities Act File Number	000-56022
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	18851 NE 29th Ave.
Entity Address, Address Line Two	Suite 700
Entity Address, City or Town	Aventura
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33180
City Area Code	954
Local Phone Number	233-3511
Amendment Flag	false
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($)	Mar. 31, 2024	Dec. 31, 2023
CURRENT ASSETS
Cash	$ 370,425	$ 279,134
Prepaid expenses	500	0
Total Current Assets	370,925	279,134
NON-CURRENT ASSETS
Property and equipment, net	249	498
Intangible assets, net	1,773,723	1,939,781
TOTAL ASSETS	2,144,897	2,219,413
CURRENT LIABILITIES
Accounts payable and accrued expenses	390,714	341,358
Accrued interest	295,435	239,714
Accrued expenses - related party	648,000	576,000
Convertible note payable, net of debt discount	1,100,000	1,090,651
Notes payable - related party	165,000	0
Shares to be issued	2,000,000	2,000,000
TOTAL LIABILITIES	4,599,148	4,247,723
MEZZANINE EQUITY
Preferred stock, $0.001 par value; 5,000,000 shares authorized; 0 shares issued and outstanding as of March 31, 2024 and December 31, 2023, 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 shares issued and outstanding as of March 31, 2024, and December 31, 2023, respectively	14,897	14,897
Additional paid in capital	6,917,774	6,917,774
Accumulated deficit	(9,386,923)	(8,960,981)
TOTAL STOCKHOLDERS' DEFICIT	(2,454,252)	(2,028,310)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 2,144,897	$ 2,219,413

CONSOLIDATED BALANCE SHEETS - P

CONSOLIDATED BALANCE SHEETS - Parenthetical - USD ($)	Mar. 31, 2024	Dec. 31, 2023
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	14,896,791
Common Stock, Shares, Outstanding	14,896,791	14,896,791

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
OPERATING EXPENSE
General and administrative expenses	$ 360,872	$ 145,011
TOTAL OPERATING EXPENSES	360,872	145,011
NET LOSS FROM OPERATIONS	(360,872)	(145,011)
OTHER EXPENSE
Interest expense	(65,070)	(157,993)
TOTAL OTHER EXPENSE	(65,070)	(157,993)
NET LOSS BEFORE PROVISION FOR INCOME TAXES	(425,942)	(303,004)
Provision for income taxes	0	0
NET LOSS	$ (425,942)	$ (303,004)
Basic and Diluted	$ (0.03)	$ (0.02)
Basic and Diluted	14,896,791	14,858,357

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, 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	0	14,858,357
Equity, Attributable to Parent, Beginning Balance at Dec. 31, 2023	$ 0	$ 14,897	6,917,774	(8,960,981)	(2,028,310)
Shares, Outstanding, Beginning Balance at Dec. 31, 2023		14,896,791
NET LOSS	0	$ 0	0	(425,942)	(425,942)
Equity, Attributable to Parent, Ending Balance at Mar. 31, 2024	$ 0	$ 14,897	$ 6,917,774	$ (9,386,923)	$ (2,454,252)
Shares, Outstanding, Ending Balance at Mar. 31, 2024	0	14,896,791

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (425,942)	$ (303,004)
Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities
Depreciation expense	249	246
Amortization expense	166,058	0
Amortization of debt discount	9,349	135,616
Changes in operating assets and liabilities
Increase in prepaid expenses	(500)	0
Increase in accounts payable and accrued expenses	49,356	43,894
Increase in accrued interest	55,721	22,376
Increase (Decrease) in accrued expenses - related party	72,000	72,000
Net cash used in operating activities	(73,709)	(28,872)
Net cash used in investing activities	0	0
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from related party note payable	165,000	0
Net cash used in financing activities	165,000	0
Net change in cash	91,291	(28,872)
Cash, beginning of period	279,134	385,899
Cash, end of period	370,425	357,027
Supplemental cash flow information
Cash paid for interest	0	0
Cash paid for taxes	$ 0	$ 0

NOTE 1. ORGANIZATION AND DESCRI

NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS	3 Months Ended
	Mar. 31, 2024
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 March 31, 2024. 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	3 Months Ended
	Mar. 31, 2024
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 three months ended March 31, 2024, the Company incurred a net loss of $425,942, had negative cash flows from operations of $73,709 and may incur additional future losses. At March 31, 2024, the Company had total current assets of $370,925 and total current liabilities of $4,599,149, resulting in a working capital deficit of $4,228,224. 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	3 Months Ended
	Mar. 31, 2024
Notes
NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. We believe that the disclosures contained in these condensed financial statements are adequate to make the information presented herein not misleading. These condensed financial statements should be read in conjunction with the financial statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC. The accompanying condensed financial statements are unaudited, but in the opinion of management contain all adjustments, including normal recurring adjustments, necessary to present fairly the Company’s financial position as of March 31, 2024, and the results of its operations and its cash flows for the three months ended March 31, 2024 and 2023. The balance sheet as of December 31, 2023 is derived from the Company’s audited financial statements. The results of operations for the three months ended March 31, 2024 are not necessarily indicative of the results of operations to be expected for the full fiscal year ending December 31, 2024. 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 U.S 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 March 31, 2024, and December 31, 2023, 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 $249 and $246 for the three months ended March 31, 2024, and 2023, 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 March 31, 2024 and December 31, 2023. 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 March 31, 2024, and December 31, 2023. 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 three months ended March 31, 2024 and 2023. 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 March 31, 2024 and December 31, 2023, the Company had a full valuation allowance against its deferred tax assets. We adopted 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 1,643,203 and 1,232,966 for the three months ended March 31, 2024 and 2023, respectively, and the outstanding warrants that totaled 666,666 and 1,980,039 for the three months ended March 31, 2024 and 2023, respectively. Prior period reclassifications We have reclassified certain amounts in prior periods to conform with current presentation. Increase in accrued interest, and increase in accrued expenses – related party, in the amounts of $22,376 and $72,000, respectively, which were reported within increase in accounts payable and accrued expenses at March 31, 2023, have been reclassified on the statement of cash flows. Recent ly Issued Accounting Standards 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. Recently Adopted Accounting Standards 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 Company adopted ASU 2020-06 effective January 1, 2024 and the adoption of ASU 2020-06 did not have a material impact on the Company’s financial statements.

NOTE 4 - ASSETS ACQUSITION

NOTE 4 - ASSETS ACQUSITION	3 Months Ended
	Mar. 31, 2024
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 March 31, 2024, 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 March 31, 2024 and December 31, 2023, are as follows: March 31, December 31, 2024 2023 Intellectual property $ 2,000,000 $ 2,000,000 Less: accumulated amortization (226,277 ) (60,219 ) Intangible assets, net $ 1,773,723 $ 1,939,781 Amortization expense from intangible assets was $166,058 and $0 for the three months ended March 31, 2024, and 2023. Future amortization expense from intangible assets as of March 31, 2024, were as follows: For the Year Ended, December 31, Remainder of 2024 $ 501,825 2025 666,058 2026 605,839 Thereafter - Total remaining amortization expense $ 1,773,723

NOTE 5 - RELATED PARTY TRANSACT

NOTE 5 - RELATED PARTY TRANSACTIONS	3 Months Ended
	Mar. 31, 2024
Notes
NOTE 5 - RELATED PARTY TRANSACTIONS	NOTE 5 – RELATED PARTY TRANSACTION S Notes Payable – Related Parties On January 30 th , 2024, the Company signed an agreement with a major shareholder for a $165,000 note payable. The note accrues interest at a rate of 1.75% compounded annually and has a maturity date of January 30, 2025 (Note 6 – Promissory and Convertible 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 March 31, 2024 and December 31, 2023, the Company had cash compensation outstanding as accrued expense - related party due to the Mycotopia Consulting Agreement of $648,000 and $576,000, respectively. During the three months ended March 31, 2024 and 2023, the Company recognized $0 and $0, 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 pays 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 year ended December 31, 2023, the Company issued 1,922 vested Mycotopia warrant shares in accordance with the Warrant valued at $635 (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 March 31, 2024, 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. As of March 31, 2024 and December 31, 2023, the Company had not granted any shares in relation to a Significant Transaction. As of March 31, 2024 and December 31, 2023, there are no amounts accrued related to the bonuses. Board Compensation As of March 31, 2024 and December 31, 2023, the Company had accrued expenses from board compensation of $275,000 and $250,000, 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	3 Months Ended
	Mar. 31, 2024
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 March 31, 2024, and 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 March 31, 2024, and December 31, 2023, 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 March 31, 2024, and 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 March 31, 2024, and December 31, 2023, 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 March 31, 2024, and 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 March 31, 2024, and December 31, 2023, 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 March 31, 2024, and December 31, 2023, the Company had an outstanding principal amount of $325,000 due as a result of this note. As of March 31, 2024, and December 31, 2023, $0 and $9,349 of original issue discount remained as a result of this note. On January 30th, 2024, the Company signed an agreement with a major shareholder (“Lender F”) for a $165,000 note payable. The note accrues interest at a rate of 1.75% compounded annually and has a maturity date of January 30, 2025 (Note 5 – Related Party Transactions). During the year ended December 31, 2021, the Company issued a convertible notes payable. During the year ended December 31, 2022, the note was converted into shares of the Company’s common stock in accordance with the terms of the note agreement. Following the conversion, $2,407 of accrued interest remained outstanding and owed to the note holder (“Lender D”). The following tables reflects a summary of the outstanding principal and interest by each lender and their respective maturity date as of March 31, 2024 and December 31, 2023: March 31, 2024 December 31, 2023 Maturity Date Total Outstanding*** Principal Interest Total Outstanding*** Principal Interest Lender A 8/27/2023 $ 658,143 $ 500,000 158,143 $ 626,884 $ 500,000 126,884 Lender B 9/27/2023 71,339 55,000 16,339 67,950 55,000 12,950 Lender C 10/27/2023 280,280 220,000 60,280 266,968 220,000 46,968 Lender D 10/21/2023 2,407 - 2,407 2,407 - 2,407 Lender E 1/21/2024 382,784 325,000 57,784 375,504 325,000 50,504 Lender F 1/30/2025 165,483 165,000 483 - - - $ 1,560,435 $ 1,265,000 295,435 $ 1,339,714 $ 1,100,000 239,714 *** - Total Outstanding = Principal + Interest as of March 31, 2024 and December 31, 2023 During the three months ended March 31, 2024 and 2023, the Company recorded an aggregate debt discount of $0 and $0, respectively, under the terms of convertible promissory note agreements. During the three months ended March 31, 2024 and 2023, the Company recorded debt discount amortization expense in the amount of $9,349 and $135,616, respectively. As of March 31, 2024, the Company had an unamortized debt discount balance of $0.

NOTE 7 - STOCKHOLDERS' EQUITY

NOTE 7 - STOCKHOLDERS' EQUITY	3 Months Ended
	Mar. 31, 2024
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 shares of common stock issued and outstanding as of March 31, 2024, and December 31, 2023. During the year ended December 31, 2023, the Company issued 38,434 shares of common stock to settle $43,750 of accrued expenses. Mezzanine Equity The Preferred Shares are recorded as mezzanine equity in accordance with ASC 480, “ Distinguishing Liabilities from Equity

NOTE 8 - STOCK BASED COMPENSATI

NOTE 8 - STOCK BASED COMPENSATION	3 Months Ended
	Mar. 31, 2024
Notes
NOTE 8 - STOCK BASED COMPENSATION	NOTE 8 - STOCK BASED COMPENSATION Warrants Issued The following table reflects a summary of Common Stock warrants outstanding and warrant activity during the three months ended March 31, 2024, and 2023: Underlying Shares Weighted Average Exercise Price Weighted Average Term (Years) Warrants outstanding at January 1, 2023 1,980,039 $ 0.93 1.28 Granted - $ - - Exercised - - - Forfeited/Expired - - - Warrants outstanding at March 31, 2023 1,980,039 $ 0.93 1.03 Warrants outstanding at January 1, 2024 666,666 1.50 0.80 Granted - $ - - Exercised - - - Forfeited/Expired - $ - - Warrants outstanding and exercisable at March 31, 2024 666,666 $ 1.50 0.55 The intrinsic value of warrants outstanding as of March 31, 2024 was $0.

NOTE 9 - COMMITMENTS AND CONTIN

NOTE 9 - COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Mar. 31, 2024
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 - SUBSEQUENT EVENTS

NOTE 10 - SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2024
Notes
NOTE 10 - SUBSEQUENT EVENTS	NOTE 1 0 – SUBSEQUENT EVENTS The Company has evaluated subsequent events from March 31, 2024 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)	3 Months Ended
	Mar. 31, 2024
Policies
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. We believe that the disclosures contained in these condensed financial statements are adequate to make the information presented herein not misleading. These condensed financial statements should be read in conjunction with the financial statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC. The accompanying condensed financial statements are unaudited, but in the opinion of management contain all adjustments, including normal recurring adjustments, necessary to present fairly the Company’s financial position as of March 31, 2024, and the results of its operations and its cash flows for the three months ended March 31, 2024 and 2023. The balance sheet as of December 31, 2023 is derived from the Company’s audited financial statements. The results of operations for the three months ended March 31, 2024 are not necessarily indicative of the results of operations to be expected for the full fiscal year ending December 31, 2024. 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_3

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Use of Estimates (Policies)	3 Months Ended
	Mar. 31, 2024
Policies
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with U.S 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_4

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Cash and Cash Equivalents (Policies)	3 Months Ended
	Mar. 31, 2024
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 March 31, 2024, and December 31, 2023, did not have any concerns regarding cash balances which exceeded the insured amounts.

NOTE 3. SUMMARY OF SIGNIFICAN_5

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Property and Equipment, Net (Policies)	3 Months Ended
	Mar. 31, 2024
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 $249 and $246 for the three months ended March 31, 2024, and 2023, 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 March 31, 2024 and December 31, 2023.

NOTE 3. SUMMARY OF SIGNIFICAN_6

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Finite Long-lived Intangible Assets, Net (Policies)	3 Months Ended
	Mar. 31, 2024
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 March 31, 2024, and December 31, 2023. 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_7

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Fair Value of Financial Instruments (Policies)	3 Months Ended
	Mar. 31, 2024
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 three months ended March 31, 2024 and 2023.

NOTE 3. SUMMARY OF SIGNIFICAN_8

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Income Taxes (Policies)	3 Months Ended
	Mar. 31, 2024
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 March 31, 2024 and December 31, 2023, the Company had a full valuation allowance against its deferred tax assets. We adopted ASC 740-10-25, Income Taxes—Recognition

NOTE 3. SUMMARY OF SIGNIFICAN_9

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Stock- Based Compensation (Policies)	3 Months Ended
	Mar. 31, 2024
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)	3 Months Ended
	Mar. 31, 2024
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 1,643,203 and 1,232,966 for the three months ended March 31, 2024 and 2023, respectively, and the outstanding warrants that totaled 666,666 and 1,980,039 for the three months ended March 31, 2024 and 2023, respectively.

NOTE 3. SUMMARY OF SIGNIFICA_11

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Prior period reclassifications (Policies)	3 Months Ended
	Mar. 31, 2024
Policies
Prior period reclassifications	Prior period reclassifications We have reclassified certain amounts in prior periods to conform with current presentation. Increase in accrued interest, and increase in accrued expenses – related party, in the amounts of $22,376 and $72,000, respectively, which were reported within increase in accounts payable and accrued expenses at March 31, 2023, have been reclassified on the statement of cash flows.

NOTE 3. SUMMARY OF SIGNIFICA_12

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Recent Accounting Pronouncements (Policies)	3 Months Ended
	Mar. 31, 2024
Policies
Recent Accounting Pronouncements	Recent ly Issued Accounting Standards 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. Recently Adopted Accounting Standards 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 Company adopted ASU 2020-06 effective January 1, 2024 and the adoption of ASU 2020-06 did not have a material impact on the Company’s financial statements.

NOTE 3. SUMMARY OF SIGNIFICA_13

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Property and Equipment, Net: Property and Equipment, Net (Tables)	3 Months Ended
	Mar. 31, 2024
Tables/Schedules
Property and Equipment, Net	Property and Equipment, Net Categories Estimated Useful Life Equipment 3 Years

NOTE 3. SUMMARY OF SIGNIFICA_14

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Finite Long-lived Intangible Assets, Net: Schedule of Indefinite-Lived Intangible Assets (Tables)	3 Months Ended
	Mar. 31, 2024
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)	3 Months Ended
	Mar. 31, 2024
Tables/Schedules
Asset Acquisition	March 31, December 31, 2024 2023 Intellectual property $ 2,000,000 $ 2,000,000 Less: accumulated amortization (226,277 ) (60,219 ) Intangible assets, net $ 1,773,723 $ 1,939,781

NOTE 4 - ASSETS ACQUSITION_ Sch

NOTE 4 - ASSETS ACQUSITION: Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Tables)	3 Months Ended
	Mar. 31, 2024
Tables/Schedules
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense	For the Year Ended, December 31, Remainder of 2024 $ 501,825 2025 666,058 2026 605,839 Thereafter - Total remaining amortization expense $ 1,773,723

NOTE 6 - PROMISSORY AND CONVE_2

NOTE 6 - PROMISSORY AND CONVERTIBLE NOTES: Schedule of Outstanding Principal and Interest by Each Lender (Tables)	3 Months Ended
	Mar. 31, 2024
Tables/Schedules
Schedule of Outstanding Principal and Interest by Each Lender	March 31, 2024 December 31, 2023 Maturity Date Total Outstanding*** Principal Interest Total Outstanding*** Principal Interest Lender A 8/27/2023 $ 658,143 $ 500,000 158,143 $ 626,884 $ 500,000 126,884 Lender B 9/27/2023 71,339 55,000 16,339 67,950 55,000 12,950 Lender C 10/27/2023 280,280 220,000 60,280 266,968 220,000 46,968 Lender D 10/21/2023 2,407 - 2,407 2,407 - 2,407 Lender E 1/21/2024 382,784 325,000 57,784 375,504 325,000 50,504 Lender F 1/30/2025 165,483 165,000 483 - - - $ 1,560,435 $ 1,265,000 295,435 $ 1,339,714 $ 1,100,000 239,714 *** - Total Outstanding = Principal + Interest as of March 31, 2024 and December 31, 2023

NOTE 8 - STOCK BASED COMPENSA_2

NOTE 8 - STOCK BASED COMPENSATION: Schedule of Common Stock Warrants Outstanding and Warrant Activity (Tables)	3 Months Ended
	Mar. 31, 2024
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 1,980,039 $ 0.93 1.28 Granted - $ - - Exercised - - - Forfeited/Expired - - - Warrants outstanding at March 31, 2023 1,980,039 $ 0.93 1.03 Warrants outstanding at January 1, 2024 666,666 1.50 0.80 Granted - $ - - Exercised - - - Forfeited/Expired - $ - - Warrants outstanding and exercisable at March 31, 2024 666,666 $ 1.50 0.55

NOTE 1. ORGANIZATION AND DESC_2

NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS (Details)	Jan. 19, 2021
2020 Produce Sales Inc
Equity Method Investment, Ownership Percentage	75.77%

NOTE 2. GOING CONCERN (Details)

NOTE 2. GOING CONCERN (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Details
NET LOSS	$ (425,942)	$ (303,004)
Net cash used in operating activities	(73,709)	$ (28,872)
Total Current Assets	370,925		$ 279,134
Liabilities, Current	4,599,149
Working Capital	$ 4,228,224

NOTE 3. SUMMARY OF SIGNIFICA_15

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Cash and Cash Equivalents (Details)	Mar. 31, 2024 USD ($)
Details
Cash, FDIC Insured Amount	$ 250,000

NOTE 3. SUMMARY OF SIGNIFICA_16

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Property and Equipment, Net (Details) - USD ($)			3 Months Ended
	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2024	Mar. 31, 2023
Details
Depreciation expense	$ 249	$ 246	$ 249	$ 246

NOTE 3. SUMMARY OF SIGNIFICA_17

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Property and Equipment, Net: Property and Equipment, Net (Details)	Mar. 31, 2024
Equipment
Finite-Lived Intangible Asset, Useful Life	3 years

NOTE 3. SUMMARY OF SIGNIFICA_18

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Finite Long-lived Intangible Assets, Net: Schedule of Indefinite-Lived Intangible Assets (Details)	Mar. 31, 2024
Intellectual Property
Finite-Lived Intangible Asset, Useful Life	3 years

NOTE 3. SUMMARY OF SIGNIFICA_19

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Basic and diluted net loss per share (Details) - shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Convertible Debt
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	1,643,203	1,232,966
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	666,666	1,980,039

NOTE 3. SUMMARY OF SIGNIFICA_20

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Prior period reclassifications (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Details
Increase in accrued interest	$ 55,721	$ 22,376
Increase (Decrease) in accrued expenses - related party	$ 72,000	$ 72,000

NOTE 4 - ASSETS ACQUSITION (Det

NOTE 4 - ASSETS ACQUSITION (Details)	3 Months Ended
	Mar. 31, 2024 USD ($)
Details
Intangible assets acquired through promise to issue shares	$ 2,000,000

NOTE 4 - ASSETS ACQUSITION_ A_2

NOTE 4 - ASSETS ACQUSITION: Asset Acquisition (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Intangible assets, net	$ 1,773,723	$ 1,939,781
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment	226,277	60,219
Intellectual Property
Intangible assets, net	$ 2,000,000	$ 2,000,000

NOTE 4 - ASSETS ACQUSITION_ S_2

NOTE 4 - ASSETS ACQUSITION: Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Details
2024	$ 501,825
2025	666,058
2026	605,839
Intangible assets, net	$ 1,773,723	$ 1,939,781

NOTE 5 - RELATED PARTY TRANSA_2

NOTE 5 - RELATED PARTY TRANSACTIONS (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Notes payable - related party	$ 165,000		$ 0
Accrued Liabilities and Other Liabilities	648,000		576,000
Consulting Fee	288,000
Accounts payable and accrued expenses	390,714		$ 341,358
CEO
Stock based compensation	0	$ 0
Warrants Issued, Shares			1,922
Warrants Issued, Value			$ 635
Board Compensation
Accounts payable and accrued expenses	$ 275,000		$ 250,000

NOTE 6 - PROMISSORY AND CONVE_3

NOTE 6 - PROMISSORY AND CONVERTIBLE NOTES: Schedule of Outstanding Principal and Interest by Each Lender (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Lender A
Convertible Debt, Maturity Date	Aug. 27, 2023
Convertible Debt, Outstanding	$ 658,143	$ 626,884
Convertible Debt, Principal	500,000	500,000
Convertible Debt, Interest	$ 158,143	126,884
Lender B
Convertible Debt, Maturity Date	Sep. 27, 2023
Convertible Debt, Outstanding	$ 71,339	67,950
Convertible Debt, Principal	55,000	55,000
Convertible Debt, Interest	$ 16,339	12,950
Lender C
Convertible Debt, Maturity Date	Oct. 27, 2023
Convertible Debt, Outstanding	$ 280,280	266,968
Convertible Debt, Principal	220,000	220,000
Convertible Debt, Interest	$ 60,280	46,968
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	$ 382,784	375,504
Convertible Debt, Principal	325,000	325,000
Convertible Debt, Interest	57,784	50,504
Convertible Debt, Outstanding	1,560,435	1,339,714
Convertible Debt, Principal	1,265,000	1,100,000
Convertible Debt, Interest	$ 295,435	$ 239,714

NOTE 6 - PROMISSORY AND CONVE_4

NOTE 6 - PROMISSORY AND CONVERTIBLE NOTES (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Details
Aggregate Debt Discount	$ 0	$ 0
Amortization of debt discount	9,349	$ 135,616
Unamortized Debt Discount	$ 0

NOTE 7 - STOCKHOLDERS' EQUITY (

NOTE 7 - STOCKHOLDERS' EQUITY (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
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	14,896,791
Common Stock, Shares, Outstanding	14,896,791	14,896,791
Common stock issued to settle accounts payable and accrued expenses	$ 43,750
Initial Net Carrying Value of Mezzanine Equity	$ 50,000
Common Stock
Common stock issued to settle accounts payable and accrued expenses, Shares	38,434

NOTE 8 - STOCK BASED COMPENSA_3

NOTE 8 - STOCK BASED COMPENSATION: Schedule of Common Stock Warrants Outstanding and Warrant Activity (Details)	3 Months Ended		12 Months Ended
	Mar. 31, 2024 $ / shares shares	Mar. 31, 2023 $ / shares shares	Dec. 31, 2023 $ / shares shares	Dec. 31, 2022 $ / shares shares
Details
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number	666,666	1,980,039	666,666	1,980,039
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ / shares	$ 1.5	$ 0.93	$ 1.5	$ 0.93
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term	6 months 18 days	1 year 10 days	9 months 18 days	1 year 3 months 10 days
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Net of Forfeitures	0	0
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ / shares	$ 0	$ 0
Sharebased Compensation Arrangement By Sharebased Payment Award Options Granted Weighted Average Remaining Contractual Term	0	0
Common Stock Issued On Cashless Exercise Of Warrant, Shares	0	0
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Forfeitures in Period	0	0
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Forfeitures in Period	0	0
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price | $ / shares	$ 0