First Person (FP) S-1 5 May 22 IPO registration Financial data

Cover

Cover	11 Months Ended
	Dec. 31, 2021
Entity Addresses [Line Items]
Document Type	S-1
Amendment Flag	false
Entity Registrant Name	FIRST PERSON LTD.
Entity Central Index Key	0001900035
Entity Incorporation, State or Country Code	A0
Entity Address, Address Line One	1840, 444 – 5th Ave
Entity Address, Address Line Two	SW
Entity Address, Address Line Three	Calgary
Entity Address, State or Province	AB
Entity Address, Postal Zip Code	T2P 2T8
City Area Code	(587)
Local Phone Number	577-9261
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Business Contact [Member]
Entity Addresses [Line Items]
Entity Address, Address Line One	1840, 444 – 5th Ave.
Entity Address, Address Line Two	SW
Entity Address, Address Line Three	Calgary
Entity Address, State or Province	AB
Entity Address, Postal Zip Code	T2P 2T8
City Area Code	403
Local Phone Number	225-3003
Contact Personnel Name	Jan Campbell

Consolidated Balance Sheet

Consolidated Balance Sheet	Dec. 31, 2021USD ($)
Current assets:
Cash	$ 559,158
Inventory	97,636
Prepaid expenses and other current assets	539,592
Deferred offering cost	297,437
Total current assets	1,493,823
Property and equipment, net	9,595
Construction-in-progress	452,405
Deposits	3,178
Intangible assets	189,956
Operating lease right-of-use asset	158,451
Total assets	2,307,408
Current liabilities:
Accounts payable	436,011
Accrued expenses and other current liabilities	116,825
Lease liability, current portion	36,449
Total current liabilities	589,285
Lease liability, net of current portion	122,002
Total liabilities	711,287
Shareholders’ equity
Preferred shares, no par value - unlimited authorized, 0 shares issued and outstanding
Common shares, no par value - unlimited authorized, 5,804,254 shares issued and outstanding	4,357,943
Additional paid-in capital	195,501
Accumulated deficit	(2,921,325)
Accumulated other comprehensive loss	(35,998)
Total shareholders’ equity	1,596,121
Total liabilities and shareholders’ equity	$ 2,307,408

Consolidated Balance Sheet (Par

Consolidated Balance Sheet (Parenthetical)	11 Months Ended
	Dec. 31, 2021$ / sharesshares
Statement of Financial Position [Abstract]
Preferred stock, par value | $ / shares	$ 0
Preferred stock, shares authorized	Unlimited
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0
Common Stock, Par or Stated Value Per Share | $ / shares	$ 0
Common Stock, Shares Authorized, Unlimited [Fixed List]	Unlimited
Common Stock, Shares, Outstanding	5,804,254
Common Stock, Shares, Issued	5,804,254

Consolidated Statement of Opera

Consolidated Statement of Operations and Comprehensive Loss	11 Months Ended
	Dec. 31, 2021USD ($)$ / sharesshares
Income Statement [Abstract]
Revenues
Operating expenses:
Selling, general and administrative	2,948,245
Depreciation and amortization	1,378
Foreign currency transaction gains	(28,146)
Total operating expenses	2,921,477
Loss from operations	(2,921,477)
Other income:
Interest income	152
Total other income	152
Loss before provision for income taxes	(2,921,325)
Provision for income taxes
Net loss	(2,921,325)
Other comprehensive loss, net of provision for income taxes:
Foreign currency translation loss	(35,998)
Comprehensive loss	$ (2,957,323)
Net Loss per Common Share
Basic and diluted | $ / shares	$ (0.60)
Weighted Average Number of Common Shares Outstanding
Basic and diluted | shares	4,917,792

Consolidated Statement of Chang

Consolidated Statement of Changes in Shareholders' Equity - 11 months ended Dec. 31, 2021 - USD ($)	Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	AOCI Including Portion Attributable to Noncontrolling Interest [Member]	Total
Beginning balance, value at Jan. 20, 2021
Beginning balance, shares at Jan. 20, 2021
Issuance of Common Shares in exchange for cash (Note 1)		$ 90				90
Issuance of Common Shares in exchange for cash (Note 1), shares		2,800,000
Issuance of Common Shares as part of the Plan of Merger (Note 1)		$ 359,505	(359,505)
Issuance of Common Shares as part of the Plan of Merger (Note 1), shares		1,000,000
Issuance of 1,003,012 Common Shares, net of issuance costs of $138,256 (Note 1)		$ 1,478,582				1,478,582
Issuance of 10,030,110 Common Shares, net of issuance costs of $138,256 (Note 1), shares		1,003,012
Issuance of 1,001,242 Units, net of issuance costs of $62,155 (Note 1)		$ 2,519,766	199,672			2,719,438
Issuance of 10,012,418 Units, net of issuance costs of $62,155 (Note 1), shares		1,001,242
Share-based compensation related to grants of stock options			355,334			355,334
Foreign currency translation adjustment loss, net of provision for income taxes					(35,998)	(35,998)
Net loss				(2,921,325)		(2,921,325)
Ending balance, value at Dec. 31, 2021		$ 4,357,943	$ 195,501	$ (2,921,325)	$ (35,998)	$ 1,596,121
Ending balance, shares at Dec. 31, 2021		5,804,254

Consolidated Statement of Cha_2

Consolidated Statement of Changes in Shareholders' Equity (Parenthetical) - Common Stock [Member]	11 Months Ended
	Dec. 31, 2021USD ($)shares
Stock Issued During Period, Shares, New Issues | shares	1,003,012
Payments of Stock Issuance Costs | $	$ 138,256
[custom:IssuanceOfUnitsNetOfIssuanceCostsShares] | shares	1,001,242
[custom:UnitIssuanceCosts] | $	$ 62,155

Consolidated Statement of Cash

Consolidated Statement of Cash Flows	11 Months Ended
	Dec. 31, 2021USD ($)
Cash flows from operating activities:
Net loss	$ (2,921,325)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	1,378
Non-cash lease expense	14,523
Share-based compensation	355,334
Change in operating assets and liabilities:
Inventories	(97,636)
Prepaid expenses and other current assets	(539,592)
Deferred offering cost	(297,437)
Deposits	(3,178)
Accounts payable	436,011
Accrued expenses and other current liabilities	116,825
Operating lease liability	(14,523)
Net cash used in operating activities	(2,949,620)
Cash flows from investing activities:
Purchases of property and equipment	(11,024)
Purchases of intangibles	(193,668)
Purchases of construction-in-progress	(452,405)
Advances to related parties	(50,500)
Receipts from related parties	50,500
Cash used in investing activities	(657,097)
Cash flows from financing activities:
Issuance of 1,001,242 Units, net of issuance costs of $62,155	2,719,438
Issuance of 1,003,012 Common Shares, net of issuance costs of $138,256	1,478,582
Net cash provided by financing activities	4,198,020
Effect of foreign currency exchange rate changes on cash	(32,145)
Net change in cash	559,158
Cash, beginning of period
Cash, end of period	559,158
Supplemental disclosures of cash flow information:
Interest
State income taxes
Supplemental disclosures of noncash financing activities:
Issuance of 2,800,000 Common Shares as part of the Plan of Merger (Note 1)	359,505
Right-of-use asset acquired through operating lease	$ 172,974

Consolidated Statement of Cas_2

Consolidated Statement of Cash Flows (Parenthetical) - Common Stock [Member]	11 Months Ended
	Dec. 31, 2021USD ($)shares
[custom:IssuanceOfUnitsNetOfIssuanceCostsShares]	1,001,242
[custom:UnitIssuanceCosts] | $	$ 62,155
Stock Issued During Period, Shares, New Issues	1,003,012
Payments of Stock Issuance Costs | $	$ 138,256
Noncash or Part Noncash Acquisition, Noncash Financial or Equity Instrument Consideration, Shares Issued	2,800,000

ORGANIZATION

ORGANIZATION	11 Months Ended
	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION	ORGANIZATION Nature of Business January 22, 2021 Since its inception, the Company has devoted substantially all of its efforts to business and product developments relating to the operations of the functional mushroom farm in Olympia, Washington, and to the development of its own proprietary formulations of cognitive performance products containing functional mushrooms. As of December 31, 2021, the Company has no First Person Formation First Person issued two pre-Consolidation Common Shares (see Note 14; unless otherwise noted, share and per share information included herein gives effect to the Consolidation) at a purchase price of $ 0.05 each in Canadian Dollars (“CAD”). On February 3, 2021, First Person issued a total of 1,000,000 Common Shares of First Person to four individuals in exchange for consulting services whose total consideration amounted to CAD$ 162,500 . INC Formation 9,000,000 0.00001 22.50 Plan of Merger First Person entered into an agreement and plan of merger (the “Plan of Merger”). Pursuant to the Plan of Merger, a merger between INC and LEIIO Merger Sub, a Delaware corporation (“Merger Sub”) occurred. Immediately after the merger, INC became a wholly owned subsidiary of and INC Purchasers obtained control of , resulting in a reverse acquisition. Pursuant to the Plan of Merger entered into between First Person , INC, and Merger Sub, the merger was completed in a series of transactions as follows: ● On February 17, 2021, Merger Sub was formed. ● On February 17, 2021, First Person subscribed for 100 1 ● Pursuant to the Plan of Merger, Merger Sub merged with and into INC, with INC continuing as the surviving corporation. The merger became effective upon filing of the certificate of merger with the Delaware Secretary of State (the “Effective Time”). ● Immediately prior to the Effective Time and by virtue of the merger, each share of INC issued and outstanding converted into 0.31111112 Common Shares of First Person (each, a “First Person Share”). The consideration in the merger consisted of 2,800,000 First Person Shares, with the first 700,000 First Person Shares and the next 2,100,000 First Person Shares issued at a price of CAD$ 0.05 and CAD$ 0.20 per First Person Shares, respectively. The total consideration in the merger amounted to CAD$ 455,000 ($ 359,505 USD). ● By virtue of the merger, each share of Merger Sub issued and outstanding immediately prior to the Effective Time converted into one share of INC. ● Immediately after, INC became a wholly owned subsidiary of First Person. Pursuant to the Plan of Merger, INC Purchasers, the accounting acquirer, became the majority shareholders of First Person . The transaction was accounted for as a reverse acquisition under Financial Accounting Standards Board (“FASB”) 805-40, Reverse Acquisitions . The transaction was not treated as a business combination. On March 4, 2021, the Company issued 1,003,012 Common Shares at a price of CAD$ 2.00 per share for aggregate gross proceeds of CAD$ 2,006,022 ($ 1,616,838 USD). On July 14, 2021, the Company issued 1,001,242 Units at a price of CAD$ 3.50 per Unit for aggregate gross proceeds of CAD$ 3,504,346 ($ 2,781,593 USD). Each Unit consists of one common share and one half of one warrant (“Warrant”). The issuance resulted in 500,620 Warrants. Each Warrant entitles the holder to acquire one Common Share upon payment of the exercise price prior to the expiration time. Legal Entity Name

GOING CONCERN AND MANAGEMENT_S

GOING CONCERN AND MANAGEMENT’S PLAN	11 Months Ended
	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
GOING CONCERN AND MANAGEMENT’S PLAN	2. GOING CONCERN AND MANAGEMENT’S PLAN The Company has not yet achieved profitability and expects to continue to incur cash outflows from operations. It is expected that its operating expenses will continue to increase and, as a result, the Company will eventually need to generate significant revenues to achieve profitability. These conditions indicate that there is substantial doubt about the Company’s ability to continue as a going concern. Although the Company’s management believes that it has access to capital resources, there are currently no commitments in place for new financing at this time and there is no assurance that the Company will be able to obtain funds on commercially acceptable terms, if at all. If the Company is unable to obtain adequate funds on reasonable terms, it may be required to significantly curtail or discontinue operations or obtain funds by entering into financing agreements on unattractive terms. The Company’s operating needs include the planned costs to operate its business, including amounts required to fund working capital and capital expenditures. The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”), which contemplate continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustment that might become necessary should the Company be unable to continue as a going concern

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	11 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Method of Accounting Principles of Consolidation Foreign Currency Foreign Currency Matters 28,146 35,998 Use of Estimates Cash and Cash Equivalents no Inventory Financial Instruments and Concentrations of Business and Credit Risk The Company maintains cash balances that can, at times, exceed amounts insured by the Federal Deposit Insurance Corporation. The Company has not experienced any losses in these accounts and believes it is not exposed to any significant credit risk in this area. Property and Equipment five years Betterments, renewals, and extraordinary repairs that materially extend the useful life of the asset are capitalized; other repairs and maintenance charges are expensed as incurred. The cost and related accumulated depreciation or amortization applicable to assets retired are removed from the accounts and the gain or loss on disposition, if any, is recognized in the accompanying consolidated statement of operations and comprehensive loss. Impairment of Long-Lived Assets Property, Plant, and Equipment No Website Development Costs Accounting for Website Development Costs Advertising 24,337 Income Taxes INC accounts for income taxes in accordance with FASB ASC 740-10, Accounting for Uncertainty in Income Taxes INC is a Delaware C corporation and is subject to taxation and files income tax returns in the United States. Since inception, INC tax returns are subject to examination by taxing authorities, and no examinations are currently pending. As of December 31, 2021, INC does not have any unrecognized tax benefits. INC does not anticipate any material changes to its unrecognized tax benefits within the next twelve months. On December 27, 2020, the United States enacted the Consolidated Appropriations Act which extended many of the benefits of the CARES Act that were scheduled to expire. The Company is evaluating the impact of the Consolidated Appropriations Act on its consolidated financial statements and related disclosures. Lease Accounting Leases (Topic 842) Under ASC 842, the Company determines if an arrangement is a lease at inception. If an arrangement contains a lease, an operating or finance ROU asset and obligation are recognized at the commencement date based on the present value of lease payments over the lease term. That ROU asset and obligation represent the Company’s right to use an underlying asset for the lease term and the Company’s obligation to make lease payments arising from the lease, respectively. The ROU asset recorded includes any prepaid lease payments made and excludes lease incentives received. The Company’s lease terms include options to extend the lease for a total of two renewal periods with each term being two years which may be exercised by giving written notice to lessor no less than sixty days prior to the expiration of the current lease or renewal period. The lease renewal terms were recognized as part of the Company’s ROU assets and lease liabilities Lease expense for lease payments and amortization expense for the ROU assets are recognized on a straight-line basis over the lease term and are included in selling, general and administrative expenses in the accompanying statement of operations and comprehensive loss. There was no impact of adopting FASB ASC 842 on the accompanying statements of changes in shareholders’ equity as of January 21, 2021 (date of inception). One of the Company’s office leases commenced on April 15, 2021, for which the Company recognized ROU assets and lease liabilities in the amount of $ 172,974 Share-based Compensation Compensation – Stock Compensation (Topic 718) – Improvements to Nonemployee Share-Based Payment Accounting Compensation – Stock Compensation, Revenue from Contracts with Customers Revenue Recognition Revenue from Contracts with Customers, Impact of Coronavirus Recently Issued Accounting Pronouncements Financial Instruments - Credit Losses Financial Instruments – Credit Losses (Topic 326): Effective Date for Certain Entities

INVENTORIES

INVENTORIES	11 Months Ended
	Dec. 31, 2021
Inventory Disclosure [Abstract]
INVENTORIES	4. INVENTORIES A summary of inventories is as follows: SCHEDULE OF INVENTORY As of December 31, 2021 Raw materials $ 97,636 Work in process - Finished goods - Inventories, at cost $ 97,636 Less: reserve for obsolescence - Inventories, net 97,636 Inventory consists of raw materials such as inputs for functional mushroom and packaging materials that are stated at the lower of cost or net realizable value. Net realizable value is determined based on the estimated selling price less reasonably predictable cost of completion, disposal, and transportation. As of December 31, 2021, the Company did not have a product for sale and did not have a reserve for obsolescence.

PREPAID EXPENSES AND OTHER CURR

PREPAID EXPENSES AND OTHER CURRENT ASSETS	11 Months Ended
	Dec. 31, 2021
Prepaid Expenses And Other Current Assets
PREPAID EXPENSES AND OTHER CURRENT ASSETS	5. PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets consist of the following: SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS As of December 31, 2021 Prepaid expenses & deposits $ 304,127 Prepaid expenses, other 2,569 Prepaid expenses, production deposit 188,385 Prepaid expenses, rent deposit 15,125 Other current assets 29,386 Prepaid expenses and other current assets $ 539,592 Prepaid expenses and other current assets primarily consist of prepayments related to insurance premiums, product development, office space rent, security deposit for office space, deposit for acquisition, and other miscellaneous items.

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT	11 Months Ended
	Dec. 31, 2021
Property, Plant and Equipment [Abstract]
PROPERTY AND EQUIPMENT	6. PROPERTY AND EQUIPMENT Property and equipment consist of the following: SCHEDULE OF PROPERTY AND EQUIPMENT As of December 31, 2021 Computer equipment $ 10,962 Less: accumulated depreciation (1,367 ) Property and equipment, net $ 9,595 Depreciation expense related to property and equipment amounted to $ 1,378

CONSTRUCTION-IN-PROGRESS

CONSTRUCTION-IN-PROGRESS	11 Months Ended
	Dec. 31, 2021
Schedule Of Construction In Progress
CONSTRUCTION-IN-PROGRESS	7. CONSTRUCTION-IN-PROGRESS Construction-in-progress consist of the following: SCHEDULE OF CONSTRUCTION IN PROGRESS As of December 31, 2021 Greenhouse costs $ 452,405 Construction-in-progress $ 452,405 As of December 31, 2021, the Company has not completed the development of its greenhouses in Olympia, Washington that will be used to grow mushrooms. Therefore, the Company has not recorded any depreciation expense for the period from January 21, 2021 (date of inception) through December 31, 2021. Future depreciation related to the costs described above will commence once the greenhouses are substantially complete and ready for its intended use.

INTANGIBLE ASSETS

INTANGIBLE ASSETS	11 Months Ended
	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
INTANGIBLE ASSETS	8. INTANGIBLE ASSETS Intangible assets consist of the following: SCHEDULE OF INTANGIBLE ASSETS As of December 31, 2021 Website development costs $ 189,956 Intangible assets $ 189,956 As of December 31, 2021, the Company has not completed the development and design of its website. Therefore, the Company has not recorded amortization expense related for the period from January 21, 2021 (date of inception) through December 31, 2021. Future amortization related to the costs described above will commence once the website is substantially complete and ready for its intended use in accordance with FASB ASC 350-50.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	11 Months Ended
	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	9. COMMITMENTS AND CONTINGENCIES Leases For the period from January 21, 2021 (date of inception) through December 31, 2021, the components of lease expenses were as follows: COMPONENTS OF LEASE EXPENSE Lease cost Consolidated Statement of Operations and Comprehensive Loss Classification Amount Operating lease costs Selling, general and administrative $ 25,424 Total $ 25,424 Supplemental cash flow information related to leases was as follows: SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO LEASES Cash paid for amount included in the measurement of lease liabilities Amount as of Operating cash flows from operating leases $ 25,424 The weighted-average remaining lease term for the Company’s operating lease was 5.25 10 As of December 31, 2021, the Company has no operating or financing leases that have not yet commenced. The future maturities of the contractual lease payments included in the operating lease liabilities as of December 31, 2021 are as follows: SCHEDULE OF FUTURE MATURITIES OF CONTRACTUAL LEASE PAYMENTS Years Ending December 31: Total 2022 $ 38,136 2023 38,136 2024 38,136 2025 38,136 2026 38,136 Thereafter 12,712 Total 203,392 Less: amount representing interest (44,941 ) Total $ 158,451 Litigation

SHAREHOLDERS_ EQUITY

SHAREHOLDERS’ EQUITY	11 Months Ended
	Dec. 31, 2021
Equity [Abstract]
SHAREHOLDERS’ EQUITY	10. SHAREHOLDERS’ EQUITY Preferred Shares no Preferred Share Dividends no Preferred Share Liquidation Preferred Share Voting Rights No holder of Preferred Shares shall be entitled to vote on any matter submitted to a vote of shareholders Common Shares 5,804,254 Common Shares issued and outstanding. Common Voting Rights Each shareholder of Common Shares shall be entitled to one vote for each share of Common Shares held at all meetings of the Company’s shareholders

SHARE-BASED PAYMENTS

SHARE-BASED PAYMENTS	11 Months Ended
	Dec. 31, 2021
Share-based Payment Arrangement [Abstract]
SHARE-BASED PAYMENTS	11. SHARE-BASED PAYMENTS Equity Incentive Plan The maximum number of Common Shares reserved for issuance under the Plan shall not exceed 10 Time Options generally vest based on three years of continuous service and have five-year contractual terms For grants for which vesting is deemed probable, the Company recognizes stock-based compensation expense pro-rata over the vesting period for each non-employee option agreement. The Company accounts for any forfeitures of options when they occur. In addition, previously recognized stock-based compensation expense for a non-vested award is reversed in the period that the award is forfeited. Time Options 395,000 Time Options to eleven employees, advisory board members, and members of management. On May 24, 2021, the Company issued 10,000 Time Options to an advisory board member. On July 28, 2021, the Company issued 10,000 Time Options to an advisory board member. On September 27, 2021, the Company issued 100,000 Time Options to six employees and members of management. As of December 31, 2021, 195,833 Time Options had vested under the Plan. During the period from January 21, 2021 (date of inception) through December 31, 2021, there were no other options or other share awards granted. The Company estimated the fair value of each stock option award on the date of grant using a Black-Scholes option-pricing model based on the following weighted average assumptions applied during the period from January 21, 2021 (date of inception) through December 31, 2021: SCHEDULE OF VALUATION ASSUMPTIONS Non-employee Risk-free interest rate 0.09 0.56 % Expected term 3.0 3.5 Expected average stock price volatility 106.83 120.94 % Expected dividend yield 0.00 % Weighted average grant-date fair value of stock options $ 1.70 A summary of nonemployee option activity as of December 31, 2021, and changes during the period from January 21, 2021 (date of inception) through December 31, 2021, is presented below: SUMMARY OF NONEMPLOYEE OPTION ACTIVITY Weighted Average Weighted Remaining Average Contractual Number of Exercise Term Intrinsic Options Price (in Years) Value Balance, January 21, 2021 - $ - - - Granted 515,000 1.90 - - Exercised - - - - Forfeited (26,667 ) 1.60 - - Expired (13,333 ) 1.60 Balance, December 31, 2021 475,000 $ 1.90 4.41 $ 288,788 A summary of unvested nonemployee options as of December 31, 2021, and changes during the period from January 21, 2021 (date of inception) through December 31, 2021, is presented below: SUMMARY OF UNVESTED NONEMPLOYEE OPTIONS Weighted Average Grant Number of Date Fair Value Options Per Share Unvested as of January 21, 2021 - $ - Granted 515,000 1.70 Vested (195,833 ) 1.70 Forfeited or expired (26,667 ) 1.80 Exercised - - Unvested as of December 31, 2021 292,500 $ 1.80 The Company recognized $ 355,334 496,786 Warrants 1,001,242 Units of First Person at a price of CAD$ 3.50 per Unit for aggregate gross proceeds of CAD$ 3,504,346 . Each Unit consists of one Common Share and one half of one Warrant . The issuance resulted in 500,620 Warrants. Each Warrant entitles the holder to acquire one Common Share upon payment of the exercise price prior to the expiration time . These Warrants are treated as freestanding warrants and are classified as equity and are measured based on relative fair values of the base instrument. The warrants are not remeasured subsequently. The Company used the following approximate assumptions in connection with its estimation of fair value of Warrants: SCHEDULE OF VALUATION ASSUMPTIONS For the Year Ended December 31, 2021 Expected term (years) 2.00 Expected volatility 91.05 % Risk free interest rate 0.23 % Expected dividends 0.00 % A summary of the warrant activity during the period from January 21, 2021 (date of inception) through December 31, 2021 is presented below: SUMMARY OF THE WARRANT ACTIVITY Weighted Weighted Average Average Remaining Number of Exercise Life Warrants Price (in Years) Balance, January 21, 2021 - $ - - Issued 500,620 4.0 - Exercised - - - Forfeited or expired - - - Balance, December 31, 2021 500,620 $ 4.00 1.7

INCOME TAXES

INCOME TAXES	11 Months Ended
	Dec. 31, 2021
Income Tax Disclosure [Abstract]
INCOME TAXES	12. INCOME TAXES Pre-tax book losses for foreign (Canada) and domestic (the U.S.) jurisdictions are as follows: SCHEDULE OF PRE-TAX BOOK LOSSES FROM FOREIGN AND DOMESTIC JURISDICTIONS For the period from January 21, 2021 (date of inception) through December 31, 2021 Domestic $ 1,625,589 Foreign 1,295,736 The provision for income taxes is as follows: SCHEDULE OF PROVISION FOR INCOME TAXES For the period from January 21, 2021 (date of inception) through December 31, 2021 Current: Federal $ - State - Foreign - Total current - Deferred: Federal - State - Foreign - Total deferred - Provision for income taxes $ - Deferred income taxes are to be recognized on the expected future tax consequences of temporary differences between book and tax bases of assets and liabilities. The reconciliation of the expected federal statutory income tax rate to the effective income tax rate is as follows: SCHEDULE OF RECONCILIATION OF EXPECTED FEDERAL STATUTORY INCOME TAX RATE TO EFFECTIVE INCOME TAX RATE For the period from January 21, 2021 (date of inception) through December 31, 2021 Statutory income tax rate 23.00 % Entertainment (0.03 )% U.S. federal rate differential (1.11 )% Valuation allowance (19.06 )% Stock-based compensation (2.80 )% Total 0.00 % In 2021, the Canadian corporate statutory rate of 23 The tax effects of temporary differences that give rise to significant portions of deferred tax assets and liabilities are as follows: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES As of December 31, 2021 Deferred tax assets: Start-up costs $ 228,309 Net operating loss 329,133 Total deferred tax assets 557,442 Deferred tax liabilities: Federal effect of State DTA - Total deferred tax liabilities: - Less: valuation allowance (557,442 ) Net deferred taxes $ - As of December 31, 2021, $ 534,091 943,365 The federal net operating losses will carryforward indefinitely the foreign net operating losses will expire in 2041 The Company may recognize the tax benefits from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such a position are measured based on the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement. As of December 31, 2021, the Company did not identify any uncertain tax positions that have a more likely than not chance of not being sustained upon examination by the tax authorities. The Company has a December 31 tax year-end. The federal, state and foreign income tax returns of the Company are subject to examination by various tax authorities, generally for three years after they are filed.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	11 Months Ended
	Dec. 31, 2021
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	13. RELATED PARTY TRANSACTIONS As of December 31, 2021, the Company had $ 0 50,500

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	11 Months Ended
	Dec. 31, 2021
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	14. SUBSEQUENT EVENTS The Company has evaluated subsequent events that have occurred from January 1, 2022, through the date that the consolidated financial statements were issued, and determined that there were no subsequent events or transactions that required recognition or disclosure in the consolidated financial statements, except as described below. On December 15, 2021, the shareholders of the Company authorized the filing of articles of amendment to consolidate the issued and outstanding common shares of the Company within the range of one Common Share for every two to twelve Common Shares that are outstanding, which is expected to be effective in February 2022 On February 2, 2022, the Company issued 196,400 Common Shares for gross proceeds of $ 982,000 . On February 15, 2022, the Company completed the acquisition of 100 750,000 130,000 70,000 550,000 On March 4, 2022, the Company issued 188,100 Common Shares for gross proceeds of $ 940,500 . Subsequent events (unaudited) The events described below occurred after the date that the consolidated financial statements were issued. On April 14, 2022, we granted options to purchase a total of 140,000 5.00 On April 20, 2022, the Company issued 162,600 813,000 On April 21, 2022, the Company effected a consolidation (the “Consolidation”) of all outstanding Common Shares, as approved by the Company’s shareholders at a meeting of the shareholders held on December 15, 2021. with a consolidation ratio of one post-Consolidation Common Share for every ten pre-Consolidation Common Shares outstanding prior to the effective date of the Consolidation. As a result of the Consolidation, each ten pre-Consolidation Common Shares outstanding prior to the effective date of the Consolidation were automatically consolidated into one post-Consolidation Common Share without any action on the part of the holders, and the number of outstanding Common Shares was reduced from 63,513,530 6,351,354 6,150,000 Common Shares issuable upon the exercise of outstanding options, of which 3,650,000 had an exercise price of CAD$0.20 per Common Share, 1,100,000 had an exercise price of CAD$0.35 per Common Share, and 1,400,000 have an exercise price of $0.50 per Common Share; immediately following the Consolidation, there were up to 615,000 Common Shares issuable upon the exercise of outstanding options under the Incentive Plan, of which 365,000 have an exercise price of CAD$2.00 per Common Share, 110,000 have an exercise price of CAD$3.50 per Common Share, and 140,000 have an exercise price of $5.00 per Common Share. 5,006,204 0.50 500,620 5.00

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	11 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Method of Accounting	Method of Accounting
Principles of Consolidation	Principles of Consolidation
Foreign Currency	Foreign Currency Foreign Currency Matters 28,146 35,998
Use of Estimates	Use of Estimates
Cash and Cash Equivalents	Cash and Cash Equivalents no
Inventory	Inventory
Financial Instruments and Concentrations of Business and Credit Risk	Financial Instruments and Concentrations of Business and Credit Risk The Company maintains cash balances that can, at times, exceed amounts insured by the Federal Deposit Insurance Corporation. The Company has not experienced any losses in these accounts and believes it is not exposed to any significant credit risk in this area.
Property and Equipment	Property and Equipment five years Betterments, renewals, and extraordinary repairs that materially extend the useful life of the asset are capitalized; other repairs and maintenance charges are expensed as incurred. The cost and related accumulated depreciation or amortization applicable to assets retired are removed from the accounts and the gain or loss on disposition, if any, is recognized in the accompanying consolidated statement of operations and comprehensive loss.
Impairment of Long-Lived Assets	Impairment of Long-Lived Assets Property, Plant, and Equipment No
Website Development Costs	Website Development Costs Accounting for Website Development Costs
Advertising	Advertising 24,337
Income Taxes	Income Taxes INC accounts for income taxes in accordance with FASB ASC 740-10, Accounting for Uncertainty in Income Taxes INC is a Delaware C corporation and is subject to taxation and files income tax returns in the United States. Since inception, INC tax returns are subject to examination by taxing authorities, and no examinations are currently pending. As of December 31, 2021, INC does not have any unrecognized tax benefits. INC does not anticipate any material changes to its unrecognized tax benefits within the next twelve months. On December 27, 2020, the United States enacted the Consolidated Appropriations Act which extended many of the benefits of the CARES Act that were scheduled to expire. The Company is evaluating the impact of the Consolidated Appropriations Act on its consolidated financial statements and related disclosures.
Lease Accounting	Lease Accounting Leases (Topic 842) Under ASC 842, the Company determines if an arrangement is a lease at inception. If an arrangement contains a lease, an operating or finance ROU asset and obligation are recognized at the commencement date based on the present value of lease payments over the lease term. That ROU asset and obligation represent the Company’s right to use an underlying asset for the lease term and the Company’s obligation to make lease payments arising from the lease, respectively. The ROU asset recorded includes any prepaid lease payments made and excludes lease incentives received. The Company’s lease terms include options to extend the lease for a total of two renewal periods with each term being two years which may be exercised by giving written notice to lessor no less than sixty days prior to the expiration of the current lease or renewal period. The lease renewal terms were recognized as part of the Company’s ROU assets and lease liabilities Lease expense for lease payments and amortization expense for the ROU assets are recognized on a straight-line basis over the lease term and are included in selling, general and administrative expenses in the accompanying statement of operations and comprehensive loss. There was no impact of adopting FASB ASC 842 on the accompanying statements of changes in shareholders’ equity as of January 21, 2021 (date of inception). One of the Company’s office leases commenced on April 15, 2021, for which the Company recognized ROU assets and lease liabilities in the amount of $ 172,974
Share-based Compensation	Share-based Compensation Compensation – Stock Compensation (Topic 718) – Improvements to Nonemployee Share-Based Payment Accounting Compensation – Stock Compensation, Revenue from Contracts with Customers
Revenue Recognition	Revenue Recognition Revenue from Contracts with Customers,
Impact of Coronavirus	Impact of Coronavirus
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements Financial Instruments - Credit Losses Financial Instruments – Credit Losses (Topic 326): Effective Date for Certain Entities

INVENTORIES (Tables)

INVENTORIES (Tables)	11 Months Ended
	Dec. 31, 2021
Inventory Disclosure [Abstract]
SCHEDULE OF INVENTORY	A summary of inventories is as follows: SCHEDULE OF INVENTORY As of December 31, 2021 Raw materials $ 97,636 Work in process - Finished goods - Inventories, at cost $ 97,636 Less: reserve for obsolescence - Inventories, net 97,636

PREPAID EXPENSES AND OTHER CU_2

PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables)	11 Months Ended
	Dec. 31, 2021
Prepaid Expenses And Other Current Assets
SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS	Prepaid expenses and other current assets consist of the following: SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS As of December 31, 2021 Prepaid expenses & deposits $ 304,127 Prepaid expenses, other 2,569 Prepaid expenses, production deposit 188,385 Prepaid expenses, rent deposit 15,125 Other current assets 29,386 Prepaid expenses and other current assets $ 539,592

PROPERTY AND EQUIPMENT (Tables)

PROPERTY AND EQUIPMENT (Tables)	11 Months Ended
	Dec. 31, 2021
Property, Plant and Equipment [Abstract]
SCHEDULE OF PROPERTY AND EQUIPMENT	Property and equipment consist of the following: SCHEDULE OF PROPERTY AND EQUIPMENT As of December 31, 2021 Computer equipment $ 10,962 Less: accumulated depreciation (1,367 ) Property and equipment, net $ 9,595

CONSTRUCTION-IN-PROGRESS (Table

CONSTRUCTION-IN-PROGRESS (Tables)	11 Months Ended
	Dec. 31, 2021
Schedule Of Construction In Progress
SCHEDULE OF CONSTRUCTION IN PROGRESS	Construction-in-progress consist of the following: SCHEDULE OF CONSTRUCTION IN PROGRESS As of December 31, 2021 Greenhouse costs $ 452,405 Construction-in-progress $ 452,405

INTANGIBLE ASSETS (Tables)

INTANGIBLE ASSETS (Tables)	11 Months Ended
	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
SCHEDULE OF INTANGIBLE ASSETS	Intangible assets consist of the following: SCHEDULE OF INTANGIBLE ASSETS As of December 31, 2021 Website development costs $ 189,956 Intangible assets $ 189,956

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Tables)	11 Months Ended
	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
COMPONENTS OF LEASE EXPENSE	For the period from January 21, 2021 (date of inception) through December 31, 2021, the components of lease expenses were as follows: COMPONENTS OF LEASE EXPENSE Lease cost Consolidated Statement of Operations and Comprehensive Loss Classification Amount Operating lease costs Selling, general and administrative $ 25,424 Total $ 25,424
SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO LEASES	Supplemental cash flow information related to leases was as follows: SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO LEASES Cash paid for amount included in the measurement of lease liabilities Amount as of Operating cash flows from operating leases $ 25,424
SCHEDULE OF FUTURE MATURITIES OF CONTRACTUAL LEASE PAYMENTS	The future maturities of the contractual lease payments included in the operating lease liabilities as of December 31, 2021 are as follows: SCHEDULE OF FUTURE MATURITIES OF CONTRACTUAL LEASE PAYMENTS Years Ending December 31: Total 2022 $ 38,136 2023 38,136 2024 38,136 2025 38,136 2026 38,136 Thereafter 12,712 Total 203,392 Less: amount representing interest (44,941 ) Total $ 158,451

SHARE-BASED PAYMENTS (Tables)

SHARE-BASED PAYMENTS (Tables)	11 Months Ended
	Dec. 31, 2021
SCHEDULE OF VALUATION ASSUMPTIONS	The Company estimated the fair value of each stock option award on the date of grant using a Black-Scholes option-pricing model based on the following weighted average assumptions applied during the period from January 21, 2021 (date of inception) through December 31, 2021: SCHEDULE OF VALUATION ASSUMPTIONS Non-employee Risk-free interest rate 0.09 0.56 % Expected term 3.0 3.5 Expected average stock price volatility 106.83 120.94 % Expected dividend yield 0.00 % Weighted average grant-date fair value of stock options $ 1.70
SUMMARY OF NONEMPLOYEE OPTION ACTIVITY	A summary of nonemployee option activity as of December 31, 2021, and changes during the period from January 21, 2021 (date of inception) through December 31, 2021, is presented below: SUMMARY OF NONEMPLOYEE OPTION ACTIVITY Weighted Average Weighted Remaining Average Contractual Number of Exercise Term Intrinsic Options Price (in Years) Value Balance, January 21, 2021 - $ - - - Granted 515,000 1.90 - - Exercised - - - - Forfeited (26,667 ) 1.60 - - Expired (13,333 ) 1.60 Balance, December 31, 2021 475,000 $ 1.90 4.41 $ 288,788
SUMMARY OF UNVESTED NONEMPLOYEE OPTIONS	A summary of unvested nonemployee options as of December 31, 2021, and changes during the period from January 21, 2021 (date of inception) through December 31, 2021, is presented below: SUMMARY OF UNVESTED NONEMPLOYEE OPTIONS Weighted Average Grant Number of Date Fair Value Options Per Share Unvested as of January 21, 2021 - $ - Granted 515,000 1.70 Vested (195,833 ) 1.70 Forfeited or expired (26,667 ) 1.80 Exercised - - Unvested as of December 31, 2021 292,500 $ 1.80
SUMMARY OF THE WARRANT ACTIVITY	A summary of the warrant activity during the period from January 21, 2021 (date of inception) through December 31, 2021 is presented below: SUMMARY OF THE WARRANT ACTIVITY Weighted Weighted Average Average Remaining Number of Exercise Life Warrants Price (in Years) Balance, January 21, 2021 - $ - - Issued 500,620 4.0 - Exercised - - - Forfeited or expired - - - Balance, December 31, 2021 500,620 $ 4.00 1.7
Warrant [Member]
SCHEDULE OF VALUATION ASSUMPTIONS	The Company used the following approximate assumptions in connection with its estimation of fair value of Warrants: SCHEDULE OF VALUATION ASSUMPTIONS For the Year Ended December 31, 2021 Expected term (years) 2.00 Expected volatility 91.05 % Risk free interest rate 0.23 % Expected dividends 0.00 %

INCOME TAXES (Tables)

INCOME TAXES (Tables)	11 Months Ended
	Dec. 31, 2021
Income Tax Disclosure [Abstract]
SCHEDULE OF PRE-TAX BOOK LOSSES FROM FOREIGN AND DOMESTIC JURISDICTIONS	Pre-tax book losses for foreign (Canada) and domestic (the U.S.) jurisdictions are as follows: SCHEDULE OF PRE-TAX BOOK LOSSES FROM FOREIGN AND DOMESTIC JURISDICTIONS For the period from January 21, 2021 (date of inception) through December 31, 2021 Domestic $ 1,625,589 Foreign 1,295,736
SCHEDULE OF PROVISION FOR INCOME TAXES	The provision for income taxes is as follows: SCHEDULE OF PROVISION FOR INCOME TAXES For the period from January 21, 2021 (date of inception) through December 31, 2021 Current: Federal $ - State - Foreign - Total current - Deferred: Federal - State - Foreign - Total deferred - Provision for income taxes $ -
SCHEDULE OF RECONCILIATION OF EXPECTED FEDERAL STATUTORY INCOME TAX RATE TO EFFECTIVE INCOME TAX RATE	The reconciliation of the expected federal statutory income tax rate to the effective income tax rate is as follows: SCHEDULE OF RECONCILIATION OF EXPECTED FEDERAL STATUTORY INCOME TAX RATE TO EFFECTIVE INCOME TAX RATE For the period from January 21, 2021 (date of inception) through December 31, 2021 Statutory income tax rate 23.00 % Entertainment (0.03 )% U.S. federal rate differential (1.11 )% Valuation allowance (19.06 )% Stock-based compensation (2.80 )% Total 0.00 %
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES	The tax effects of temporary differences that give rise to significant portions of deferred tax assets and liabilities are as follows: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES As of December 31, 2021 Deferred tax assets: Start-up costs $ 228,309 Net operating loss 329,133 Total deferred tax assets 557,442 Deferred tax liabilities: Federal effect of State DTA - Total deferred tax liabilities: - Less: valuation allowance (557,442 ) Net deferred taxes $ -

ORGANIZATION (Details Narrative

ORGANIZATION (Details Narrative)	Jul. 14, 2021USD ($)	Jul. 14, 2021CAD ($)$ / sharesshares	Mar. 04, 2021USD ($)	Mar. 04, 2021CAD ($)$ / sharesshares	Feb. 17, 2021USD ($)shares	Feb. 17, 2021CAD ($)$ / sharesshares	Feb. 03, 2021CAD ($)shares	Jan. 22, 2021$ / sharesshares	Dec. 31, 2021USD ($)shares	Jan. 21, 2021$ / shares
Entity Incorporation, Date of Incorporation									Jan. 22, 2021
Revenues | $
Share Price | (per share)		$ 3.50								$ 0.05
Shares, Issued		1,001,242
Merger consideration amount					$ 359,505	$ 455,000
Proceeds from Issuance of Debt	$ 2,781,593	$ 3,504,346
Warrant or Right, Reason for Issuance, Description	Each Unit consists of one common share and one half of one warrant (“Warrant”).	Each Unit consists of one common share and one half of one warrant (“Warrant”).
Common Stock [Member]
Share Price | $ / shares				$ 2
Shares, Issued				1,003,012			1,000,000
Merger consideration amount | $							$ 162,500
Stock Issued During Period, Shares, New Issues									1,003,012
Proceeds from Issuance of Debt			$ 1,616,838	$ 2,006,022
Common Stock [Member] | Purchase Agreements [Member]
Number of shares for common stock								9,000,000
Purchase price per share | $ / shares								$ 0.00001
Cash price | $ / shares								$ 22.50
Common Stock [Member] | Plan of Merger [Member]
Merger consideration amount | $					$ 1
Common stock shares subscribed						100
Stock Issued During Period, Shares, Conversion of Units					0.31111112	0.31111112
Stock Issued During Period, Shares, New Issues					2,800,000	2,800,000
Common Stock [Member] | Plan of Merger [Member] | First Shares [Member]
Share Price | $ / shares						$ 0.05
Stock Issued During Period, Shares, New Issues					700,000	700,000
Common Stock [Member] | Plan of Merger [Member] | Next Shares [Member]
Share Price | $ / shares						$ 0.20
Stock Issued During Period, Shares, New Issues					2,100,000	2,100,000
Warrant [Member]
Share Price | $ / shares		$ 3.50
Shares, Issued		500,620

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	11 Months Ended
	Dec. 31, 2021	Apr. 15, 2021
Gain from foreign currency transactions realized	$ 28,146
Lossed from foreign currency transactions unrealized	35,998
Cash equivalents	$ 0
Estimated useful life	5 years
Impairment loss	$ 0
Option to extend	The Company’s lease terms include options to extend the lease for a total of two renewal periods with each term being two years which may be exercised by giving written notice to lessor no less than sixty days prior to the expiration of the current lease or renewal period. The lease renewal terms were recognized as part of the Company’s ROU assets and lease liabilities
Right of use asset	$ 158,451	$ 172,974
Lease liability	158,451	$ 172,974
Selling, General and Administrative Expenses [Member]
Advertising expenses	$ 24,337

SCHEDULE OF INVENTORY (Details)

SCHEDULE OF INVENTORY (Details)	Dec. 31, 2021USD ($)
Inventory Disclosure [Abstract]
Raw materials	$ 97,636
Work in process
Finished goods
Inventories, at cost	97,636
Less: reserve for obsolescence
Inventories, net	$ 97,636

SCHEDULE OF PREPAID EXPENSES AN

SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details)	Dec. 31, 2021USD ($)
Prepaid Expenses And Other Current Assets
Prepaid expenses & deposits	$ 304,127
Prepaid expenses, other	2,569
Prepaid expenses, production deposit	188,385
Prepaid expenses, rent deposit	15,125
Other current assets	29,386
Prepaid expenses and other current assets	$ 539,592

SCHEDULE OF PROPERTY AND EQUIPM

SCHEDULE OF PROPERTY AND EQUIPMENT (Details)	Dec. 31, 2021USD ($)
Property, Plant and Equipment [Abstract]
Computer equipment	$ 10,962
Less: accumulated depreciation	(1,367)
Property and equipment, net	$ 9,595

PROPERTY AND EQUIPMENT (Details

PROPERTY AND EQUIPMENT (Details Narrative)	11 Months Ended
	Dec. 31, 2021USD ($)
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 1,378

SCHEDULE OF CONSTRUCTION IN PRO

SCHEDULE OF CONSTRUCTION IN PROGRESS (Details)	Dec. 31, 2021USD ($)
Schedule Of Construction In Progress
Greenhouse costs	$ 452,405
Construction-in-progress	$ 452,405

SCHEDULE OF INTANGIBLE ASSETS (

SCHEDULE OF INTANGIBLE ASSETS (Details)	Dec. 31, 2021USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Website development costs	$ 189,956
Intangible assets	$ 189,956

COMPONENTS OF LEASE EXPENSE (De

COMPONENTS OF LEASE EXPENSE (Details)	11 Months Ended
	Dec. 31, 2021USD ($)
Commitments and Contingencies Disclosure [Abstract]
Operating lease costs	$ 25,424
Total	$ 25,424

SCHEDULE OF SUPPLEMENTAL CASH F

SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO LEASES (Details)	11 Months Ended
	Dec. 31, 2021USD ($)
Commitments and Contingencies Disclosure [Abstract]
Operating cash flows from operating leases	$ 25,424

SCHEDULE OF FUTURE MATURITIES O

SCHEDULE OF FUTURE MATURITIES OF CONTRACTUAL LEASE PAYMENTS (Details) - USD ($)	Dec. 31, 2021	Apr. 15, 2021
Commitments and Contingencies Disclosure [Abstract]
2022	$ 38,136
2023	38,136
2024	38,136
2025	38,136
2026	38,136
Thereafter	12,712
Total	203,392
Less: amount representing interest	(44,941)
Total	$ 158,451	$ 172,974

COMMITMENTS AND CONTINGENCIES_2

COMMITMENTS AND CONTINGENCIES (Details Narrative)	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Weighted average remaining lease term	5 years 3 months
Weighted average discounting rate	10.00%

SHAREHOLDERS_ EQUITY (Details N

SHAREHOLDERS’ EQUITY (Details Narrative)	11 Months Ended
	Dec. 31, 2021$ / sharesshares
Equity [Abstract]
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0
Undeclared accumulated preferred share dividends | $ / shares	$ 0
Preferred stock voting rights	No holder of Preferred Shares shall be entitled to vote on any matter submitted to a vote of shareholders
Common Stock, Shares, Outstanding	5,804,254
Common stock voting rights	Each shareholder of Common Shares shall be entitled to one vote for each share of Common Shares held at all meetings of the Company’s shareholders

SCHEDULE OF VALUATION ASSUMPTIO

SCHEDULE OF VALUATION ASSUMPTIONS (Details)	11 Months Ended
	Dec. 31, 2021$ / shares
Warrant [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (years)	2 years
Expected dividends	0.00%
Expected volatility	91.05%
Risk free interest rate	0.23%
Non Employee [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk free interest rate, minimum	0.09%
Risk free interest rate, maximum	0.56%
Expected volatility rate, minimum	106.83%
Expected volatility rate, maximum	120.94%
Expected dividends	0.00%
[custom:SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsWeightedAverageGrantDateFairValue-0]	$ 1.70
Non Employee [Member] | Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (years)	3 years
Non Employee [Member] | Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (years)	3 years 6 months

SUMMARY OF NONEMPLOYEE OPTION A

SUMMARY OF NONEMPLOYEE OPTION ACTIVITY (Details) - Non Employee [Member]	11 Months Ended
	Dec. 31, 2021USD ($)$ / sharesshares
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items]
Number of Options, Beginning balance | shares
Weighted Average Exercise Price, Beginning balance | $ / shares
Intrinsic Value, Beginning balance | $
Number of Options, Granted | shares	515,000
Weighted Average Exercise Price, Granted | $ / shares	$ 1.90
Number of Options, Exercised | shares
Weighted Average Exercise Price, Exercised | $ / shares
Number of Options, Forfeited | shares	(26,667)
Weighted Average Exercise Price, Forfeited | $ / shares	$ 1.60
Number of Options, Expired | shares	(13,333)
Weighted Average Exercise Price, Expired | $ / shares	$ 1.60
Number of Options, Ending balance | shares	475,000
Weighted Average Exercise Price, Ending balance | $ / shares	$ 1.90
Weighted Average Remaining Contractual Term (in Years)	4 years 4 months 28 days
Intrinsic Value, Ending balance | $	$ 288,788

SUMMARY OF UNVESTED NONEMPLOYEE

SUMMARY OF UNVESTED NONEMPLOYEE OPTIONS (Details) - Non Employee [Member]	11 Months Ended
	Dec. 31, 2021$ / sharesshares
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items]
Number of Options Unvested, Beginning balance | shares
Weighted Average Grant Date Fair Value, Beginning balance | $ / shares
Number of Options Unvested, Granted | shares	515,000
Weighted Average Grant Date Fair Value, Granted | $ / shares	$ 1.70
Number of Options Unvested, Vested | shares	(195,833)
Weighted Average Grant Date Fair Value, Vested | $ / shares	$ 1.70
Number of Options Unvested, Forfeited or expired | shares	(26,667)
Weighted Average Grant Date Fair Value, Forfeited or expired | $ / shares	$ 1.80
Number of Options Unvested, Exercised | shares
Weighted Average Grant Date Fair Value, Exercised | $ / shares
Number of Options Unvested, Ending balance | shares	292,500
Weighted Average Grant Date Fair Value, Ending balance | $ / shares	$ 1.80

SUMMARY OF THE WARRANT ACTIVITY

SUMMARY OF THE WARRANT ACTIVITY (Details) - Warrant [Member]	11 Months Ended
	Dec. 31, 2021$ / sharesshares
Number of Warrants, Beginning balance | shares
Weighted Average Exercise Price, Beginning balance | $ / shares
Number of Warrants, Issued | shares	500,620
Weighted Average Exercise Price, Issued | $ / shares	$ 4
Number of Warrants, Exercised | shares
Weighted Average Exercise Price, Exercised | $ / shares
Number of Warrants, Forfeited or Expired | shares
Weighted Average Exercise Price, Forfeited or expired | $ / shares
Number of Warrants, Ending balance | shares	500,620
Weighted Average Exercise Price, Ending balance | $ / shares	$ 4
Weighted Average Remaining Life (in Years)	1 year 8 months 12 days

SHARE-BASED PAYMENTS (Details N

SHARE-BASED PAYMENTS (Details Narrative)	Sep. 27, 2021shares	Jul. 14, 2021CAD ($)shares	Jun. 28, 2021shares	May 24, 2021shares	Apr. 26, 2021shares	Dec. 31, 2021USD ($)shares	Jul. 14, 2021USD ($)	Jul. 14, 2021$ / shares	Jan. 21, 2021$ / shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Maximum percentage of issued and outsnading shares						10.00%
Share Price | (per share)								$ 3.50	$ 0.05
Warrant [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period		1,001,242
Share Price | $ / shares								$ 3.50
Proceeds from Issuance of Warrants | $		$ 3,504,346
Share-based Compensation Arrangement by Share-based Payment Award, Policy for Issuing Shares upon Exercise		Each Unit consists of one Common Share and one half of one Warrant
Warrants and Rights Outstanding | $							$ 500,620
[custom:WarrantsCallOrExerciseFeatures]		Each Warrant entitles the holder to acquire one Common Share upon payment of the exercise price prior to the expiration time
Non Employee [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares						195,833
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross						515,000
Non Employee [Member] | Selling, General and Administrative Expenses [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense | $						$ 355,334
Time Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting description						Time Options generally vest based on three years of continuous service and have five-year contractual terms
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares						195,833
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross						0
Time Options [Member] | 11 Employees Advisory Board Members and Members of Management [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period					395,000
Time Options [Member] | Advisory Board [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period			10,000	10,000
Time Options [Member] | 6 Employees and Members of Management [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period	100,000
Time Options [Member] | Non Employee [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation expense | $						$ 496,786

SCHEDULE OF PRE-TAX BOOK LOSSES

SCHEDULE OF PRE-TAX BOOK LOSSES FROM FOREIGN AND DOMESTIC JURISDICTIONS (Details)	11 Months Ended
	Dec. 31, 2021USD ($)
Income Tax Disclosure [Abstract]
Domestic	$ 1,625,589
Foreign	$ 1,295,736

SCHEDULE OF PROVISION FOR INCOM

SCHEDULE OF PROVISION FOR INCOME TAXES (Details)	11 Months Ended
	Dec. 31, 2021USD ($)
Current:
Federal
State
Foreign
Total current
Deferred:
Federal
State
Foreign
Total deferred
Provision for income taxes

SCHEDULE OF RECONCILIATION OF E

SCHEDULE OF RECONCILIATION OF EXPECTED FEDERAL STATUTORY INCOME TAX RATE TO EFFECTIVE INCOME TAX RATE (Details)	11 Months Ended
	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Statutory income tax rate	23.00%
Entertainment	(0.03%)
U.S. federal rate differential	(1.11%)
Valuation allowance	(19.06%)
Stock-based compensation	(2.80%)
Total	0.00%

SCHEDULE OF DEFERRED TAX ASSETS

SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details)	Dec. 31, 2021USD ($)
Deferred tax assets:
Start-up costs	$ 228,309
Net operating loss	329,133
Total deferred tax assets	557,442
Deferred tax liabilities:
Federal effect of State DTA
Total deferred tax liabilities:
Less: valuation allowance	(557,442)
Net deferred taxes

INCOME TAXES (Details Narrative

INCOME TAXES (Details Narrative)	11 Months Ended
	Dec. 31, 2021USD ($)
Operating Loss Carryforwards [Line Items]
Corporate statutory rate	23.00%
Domestic Tax Authority [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	$ 534,091
Operating loss carryforward period	The federal net operating losses will carryforward indefinitely
Foreign Tax Authority [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	$ 943,365
Operating loss carryforward period	the foreign net operating losses will expire in 2041
CANADA
Operating Loss Carryforwards [Line Items]
Corporate statutory rate	23.00%

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	Dec. 31, 2021	Dec. 30, 2021
Related Party Transactions [Abstract]
Due from/to related party	$ 0
Advances due from related parties		$ 50,500

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative)

Apr. 21, 2022$ / sharesshares

Apr. 21, 2022$ / sharesshares

Apr. 20, 2022USD ($)shares

Apr. 14, 2022$ / sharesshares

Mar. 04, 2022USD ($)shares

Feb. 15, 2022USD ($)

Feb. 02, 2022USD ($)shares

Dec. 15, 2021

Feb. 17, 2021USD ($)

Feb. 17, 2021CAD ($)

Feb. 03, 2021CAD ($)shares

Dec. 31, 2021USD ($)shares

Jul. 14, 2021$ / sharesshares

Mar. 04, 2021$ / sharesshares

Jan. 21, 2021$ / shares

Subsequent Event [Line Items]

Consolidation of issued and outstanding shares description

the shareholders of the Company authorized the filing of articles of amendment to consolidate the issued and outstanding common shares of the Company within the range of one Common Share for every two to twelve Common Shares that are outstanding, which is expected to be effective in February 2022

Stock Issued During Period, Value, New Issues | $

$ 1,478,582

Acquisition aggregate consideration

$ 359,505

$ 455,000

Share Price | (per share)

$ 3.50

$ 0.05

Shares, Issued

1,001,242

Common Stock [Member]

Subsequent Event [Line Items]

Stock Issued During Period, Shares, New Issues

1,003,012

Stock Issued During Period, Value, New Issues | $

$ 1,478,582

Acquisition aggregate consideration | $

$ 162,500

Share Price | $ / shares

$ 2

Shares, Issued

1,000,000

1,003,012

Subsequent Event [Member] | Prior Warrants [Member]

Subsequent Event [Line Items]

Class of Warrant or Right, Outstanding

5,006,204

5,006,204

Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares

$ 0.50

$ 0.50

Subsequent Event [Member] | Warrants [Member]

Subsequent Event [Line Items]

Class of Warrant or Right, Outstanding

500,620

500,620

Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares

$ 5

$ 5

Subsequent Event [Member] | TruMed Limited [Member]

Subsequent Event [Line Items]

Percentage of outstanding shares acquired

100.00%

Acquisition aggregate consideration | $

$ 750,000

Cash consideration | $

130,000

Consideration payable in promissory note | $

70,000

Acquisition contingent consideration payable | $

$ 550,000

Subsequent Event [Member] | Common Stock [Member]

Subsequent Event [Line Items]

Stock Issued During Period, Shares, New Issues

188,100

196,400

Stock Issued During Period, Value, New Issues | $

$ 940,500

$ 982,000

Shares, Issued

162,600

Proceeds from Issuance or Sale of Equity | $

$ 813,000

Subsequent Event [Member] | Common Stock [Member] | Maximum [Member]

Subsequent Event [Line Items]

[custom:ReducedFromSharesOutstanding]

63,513,530

Subsequent Event [Member] | Common Stock [Member] | Minimum [Member]

Subsequent Event [Line Items]

[custom:ReducedFromSharesOutstanding]

6,351,354

Subsequent Event [Member] | Common Stock [Member] | Incentive Plan [Member]

Subsequent Event [Line Items]

Common Stock, Capital Shares Reserved for Future Issuance

615,000

615,000

Subsequent Event [Member] | Common Stock [Member] | Prior Consolidation [Member]

Subsequent Event [Line Items]

Common Stock, Capital Shares Reserved for Future Issuance

6,150,000

6,150,000

Subsequent Event [Member] | Common Stock [Member] | Share-based Payment Arrangement, Option [Member] | Incentive Plan [Member]

Subsequent Event [Line Items]

Purchase, shares

140,000

Share Price | $ / shares

$ 5

Subsequent Event [Member] | Common Stock [Member] | CAD$0.20 Per Share [Member] | Prior Consolidation [Member]

Subsequent Event [Line Items]

Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period

3,650,000

Subsequent Event [Member] | Common Stock [Member] | CAD$0.35 Per Share [Member] | Prior Consolidation [Member]

Subsequent Event [Line Items]

Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period

1,100,000

Subsequent Event [Member] | Common Stock [Member] | CAD$0.50 Per Share [Member] | Prior Consolidation [Member]

Subsequent Event [Line Items]

Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period

1,400,000

Subsequent Event [Member] | Common Stock [Member] | CAD$2.00 Per Share [Member] | Incentive Plan [Member]

Subsequent Event [Line Items]

Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period

365,000

Subsequent Event [Member] | Common Stock [Member] | CAD$3.50 Per Share [Member] | Incentive Plan [Member]

Subsequent Event [Line Items]

Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period

110,000

Subsequent Event [Member] | Common Stock [Member] | CAD$5.00 Per Share [Member] | Incentive Plan [Member]

Subsequent Event [Line Items]

Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period

140,000