First Person (FP) S-1/A 12 Apr 23 IPO registration (amended) Financial data

Cover

Cover	12 Months Ended
	Dec. 31, 2022
Entity Addresses [Line Items]
Document Type	S-1/A
Amendment Flag	true
Amendment Description	Amendment No. 5
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 Sheets

Consolidated Balance Sheets - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash	$ 64,865	$ 559,158
Accounts receivable, net	55,063
Inventory	1,012,799	97,636
Prepaid expenses and other current assets	238,467	539,592
Deferred offering cost	889,189	297,437
Total current assets	2,260,383	1,493,823
Property and equipment, net	988,382	9,595
Construction-in-progress		452,405
Deposits	16,803	3,178
Intangible assets	131,576	189,956
Operating lease right-of-use asset	196,580	158,451
Total assets	3,593,724	2,307,408
Current liabilities:
Accounts payable (includes related party balances of $686,476 as of December 31, 2022)	2,532,690	436,011
Accrued expenses and other current liabilities	278,088	116,825
Lease liability, current portion	78,626	36,449
Loans and note payable	1,097,742
Total current liabilities	3,987,145	589,285
Lease liability, net of current portion	117,954	122,002
Total liabilities	4,105,099	711,287
Commitments and contingencies (see Note 10)
Shareholders’ equity
Common shares, no par value – unlimited authorized, 6,351,354 and 5,804,254 shares issued and outstanding as of December 31, 2022, and December 31, 2021, respectively	7,081,261	4,357,943
Additional paid-in capital	693,951	195,501
Accumulated deficit	(8,314,421)	(2,921,325)
Accumulated other comprehensive loss	27,834	(35,998)
Total shareholders’ equity	(511,375)	1,596,121
Total liabilities and shareholders’ equity	$ 3,593,724	$ 2,307,408

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - USD ($)	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Statement of Financial Position [Abstract]
Related party		$ 686,476
Common stock, par value	$ 0	$ 0
Common stock, shares authorized	Unlimited	Unlimited
Common stock, shares outstanding	5,804,254	6,351,354
Common stock, shares issued	5,804,254	6,351,354

Consolidated Statements of Oper

Consolidated Statements of Operations and Comprehensive Loss - USD ($)	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Income Statement [Abstract]
Revenues, net		$ 4,334,020
Cost of Goods Sold		1,406,371
Gross Profit		2,927,649
Operating expenses:
Selling, general and administrative	2,948,245	8,080,594
Depreciation and amortization	1,378	51,592
Foreign currency transaction losses (gains)	(28,146)	100,851
Total operating expenses	2,921,477	8,233,037
Loss from operations	(2,921,477)	(5,305,388)
Other income (expense):
Net interest income (expense)	152	(87,708)
Total other income (expense)	152	(87,708)
Loss before provision for income taxes	(2,921,325)	(5,393,096)
Provision for income taxes
Net loss	(2,921,325)	(5,393,096)
Other comprehensive loss, net of provision for income taxes:
Foreign currency translation gain (loss)	(35,998)	63,832
Comprehensive loss	$ (2,957,323)	$ (5,329,264)
Net Loss per Common Share
Basic and diluted	$ (0.59)	$ (0.86)
Weighted Average Number of Common Shares Outstanding
Basic and diluted	4,917,792	6,252,128

Consolidated Statement of Chang

Consolidated Statement of Changes in Shareholders' Equity - USD ($)	Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	AOCI Attributable to Parent [Member]	Total
Balance, value at Jan. 20, 2021
Balance, shares at Jan. 20, 2021
Issuance of Common Shares, net of issuance costs		$ 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
Foreign currency translation adjustment loss, net of provision for income taxes					(35,998)	(35,998)
Share-based compensation related to grants of stock options			355,334			355,334
Net loss				(2,921,325)		(2,921,325)
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 Common Shares, net of issuance costs		$ 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
Balance, value at Dec. 31, 2021		$ 4,357,943	195,501	(2,921,325)	(35,998)	1,596,121
Balance, shares at Dec. 31, 2021		5,804,254
Issuance of Common Shares, net of issuance costs		$ 974,435				974,435
Issuance of 10,030,110 Common Shares, net of issuance costs of $138,256 (Note 1), shares		196,400
Issuance of Common Shares, net of issuance costs of $70		$ 890,430				890,430
Issuance of Common Shares, net of issuance costs, shares		178,100
Issuance of Common Shares – accounts payable conversion		$ 50,000				50,000
Issuance of Common Shares Accounts payable conversion, shares		10,000
Issuance of Common Shares, net of issuance costs of $4,547		$ 808,453				808,453
Issuance of Common Shares, net of issuance costs, shares		162,600
Foreign currency translation adjustment loss, net of provision for income taxes					63,832	63,832
Share-based compensation related to grants of stock options			498,450			498,450
Net loss				(5,393,096)		(5,393,096)
Balance, value at Dec. 31, 2022		$ 7,081,261	$ 693,951	$ (8,314,421)	$ 27,834	$ (511,375)
Balance, shares at Dec. 31, 2022		6,351,354

Consolidated Statement of Cha_2

Consolidated Statement of Changes in Shareholders' Equity (Parenthetical) - USD ($)	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Statement of Stockholders' Equity [Abstract]
Payments of stock issuance costs	$ 138,256	$ 7,565
Payments for stock issuance costs		70
Payments of stock issuance costs		$ 4,547
Unit issuance costs	$ 62,155

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Cash flows from operating activities:
Net loss	$ (2,921,325)	$ (5,393,096)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	1,378	51,592
Amortization of right-of-use asset	14,523	57,762
Amortization of debt discount and issuance costs		77,071
Share based compensation	355,334	498,450
Change in operating assets and liabilities:
Accounts receivable		(55,063)
Inventories	(97,636)	(915,163)
Prepaid expenses and other current assets	(539,592)	471,686
Deferred offering cost	(297,437)	(591,752)
Deposits	(3,178)	(13,625)
Accounts payable	436,011	2,146,678
Accrued expenses and other current liabilities	116,825	161,263
Operating lease liability	(14,523)	(57,762)
Net cash used in operating activities	(2,949,620)	(3,561,959)
Cash flows from (used in) investing activities:
Purchases of property and equipment	(11,024)	(281,156)
Purchases of intangibles	(193,668)
Purchases of construction-in-progress	(452,405)
Asset acquisition of TruMed		(114,000)
Cash used in investing activities	(657,097)	(395,156)
Cash flows from financing activities:
Proceeds from loans issued		1,230,200
Repayments of loans payable		(504,529)
Issuance of 1,003,012 Common Shares, net of issuance costs of $138,256	1,478,582
Issuance of 1,001,242 Units, net of issuance costs of $62,155	2,719,438
Issuance of 196,400 Common Shares, net of issuance costs of $7,565		974,435
Issuance of 178,100 Common Shares, net of issuance costs of $70		890,430
Issuance of 162,600 Common Shares, net of issuance costs of $4,547		808,453
Net cash from financing activities	4,198,020	3,398,989
Effect of foreign currency exchange rate changes on cash	(32,145)	63,833
Net change in cash	559,158	(494,293)
Cash, beginning of period		559,158
Cash, end of period	559,158	64,865
Supplemental disclosures of cash flow information:
Interest		77,974
State income taxes
Supplemental disclosures of noncash financing activities:
Acquisition of plant, property, and equipment in exchange for prepaid expenses		60,000
Transfers from construction-in-progress to plant, property, and equipment		452,405
Financing of insurance premiums		225,000
Issuance of notes payable in exchange for acquisition of TruMed		70,000
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	$ 109,365

Consolidated Statements of Ca_2

Consolidated Statements of Cash Flows (Parenthetical)	12 Months Ended
	Dec. 31, 2022 USD ($) shares
Common stock issued in plan of merger	2,800,000
Common Stock 1 [Member]
Shares issued	1,003,012
Payments of stock issuance costs | $	$ 138,256
Number of units issued	1,001,242
Unit issuance costs | $	$ 62,155
Common Stock 2 [Member]
Shares issued	196,400
Payments of stock issuance costs | $	$ 7,565
Common Stock 3 [Member]
Shares issued	178,100
Payments of stock issuance costs | $	$ 70
Common Stock 4 [Member]
Shares issued	162,600
Payments of stock issuance costs | $	$ 4,547

ORGANIZATION

ORGANIZATION	12 Months Ended
	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION	1. 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. The Company’s activities are subject to significant risks and uncertainties. First Person Formation 0.2 0.05 1,000,000 162,500 INC Formation 9,000,000 0.00001 22.50 Plan of Merger 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 ● 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 2,800,000 700,000 2,100,000 0.05 0.20 455,000 359,505 ● 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”) Accounting Standards Codification (“ASC”) Topic 805-40, Reverse Acquisitions Legal Entity Name Acquisition of TruMed 100 750,000 130,000 70,000 550,000 197,562 35,000 The determination of whether an acquisition qualifies as a business combination or an asset acquisition requires management’s use of judgment. An acquisition not meeting the accounting criteria to be accounted for as a business combination is accounted for as an asset acquisition. The acquisition of TruMed was accounted for as an asset acquisition at its purchase price, inclusive of acquisition costs, which was allocated to the acquired assets based upon its fair value at the date of acquisition. There was no liability assumed as a result of the acquisition. In accordance with ASC 450, Contingencies, contingent consideration is generally recognized when the contingency is resolved. As of December 31, 2022, management has determined the contingent consideration is not both probable and reasonably estimable.

GOING CONCERN AND MANAGEMENT_S

GOING CONCERN AND MANAGEMENT’S PLAN	12 Months Ended
	Dec. 31, 2022
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. These financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) for the year ended December 31, 2022, and the period from January 21, 2021 (date of inception), through December 31, 2021 (“the period ended December 31, 2021”), 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	12 Months Ended
	Dec. 31, 2022
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 Use of Estimates Cash and Cash Equivalents Inventory Inventory consists of raw materials such as inputs for functional mushroom, packaging materials, and finished goods inventory, which were the Company’s three direct-to-consumer products: Sunbeam TM TM TM 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 2,312,451 24,337 Income Taxes Accounting for 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). Share-based Compensation Compensation – Stock Compensation (Topic 718) – Improvements to Nonemployee Share-Based Payment Accounting Compensation – Stock Compensation Revenue from Contracts with Customers Share-Based Payment Revenue Recognition In order to recognize revenue under FASB ASU 2014-09, the Company applies the following five steps: ● Identification of customer contracts; ● Identification of the performance obligation(s) in the contract to transfer goods or provide services to a customer; ● Determination of the transaction price the Company expects to be entitled to in exchange for transferring promised goods or services to a customer; ● Allocation of the transaction price to the performance obligation(s) in the contract; and ● Recognition of revenue when or as the Company satisfies the performance obligation(s). The Company’s contracts with customers for the cognitive supplements and other related products consist of single performance obligations. The performance obligation in a contract is determined based on each individual order and the respective quantities shipped, with revenue being recognized at a point in time when obligations under the terms of the agreement are satisfied. This generally occurs with the transfer of control when the product is shipped to the customer. The amount of revenue recognized is reduced for estimated returns and other customer credits, such as discounts and rebates, based on the expected value to be realized. Payment terms are consistent with terms standard to the markets the Company serves. The Company recognizes revenue when our inventory is shipped to our customers. We recognize revenue gross of amounts payable to our third party co-packers and other third party suppliers for the following reasons. First, we bear primary responsibility for fulfilling our performance obligations and for the acceptability of our product. Our customers purchase goods from our website, which bears the Company’s name, and agree to our terms and conditions. Our customers do not enter into separate contracts with any of our third party suppliers. Second, we bear inventory risk, as we purchase and store our inventory prior to shipping it to customers, and are subject to risk of loss if the inventory is damaged or becomes obsolete. Third, we have discretion in establishing prices charged to our customers, as we determine the price at which our products are offered to customers on our website, independently of prices charged by our third party suppliers. Revenue received from shipping and handling fees is reflected in net sales. The Company has elected to classify shipping and handling costs in selling, general and administrative expenses and recognizes them at the time revenue is recognized for the related goods. The Company has also elected to recognize revenue net of sales taxes and similar taxes that are imposed on and concurrent with revenue producing activities. The Company has elected to use the practical expedient for significant financing components allowed under ASU 2014-09, such that if the period between revenue recognition and cash receipt for a particular contract is expected to be a year or less, no interest income is recognized and the full amount of revenue appropriate under the contract is recognized at the time the performance obligation is met. Recently Issued Accounting Pronouncements Financial Instruments - Credit Losses Financial Instruments – Credit Losses (Topic 326): Effective Date for Certain Entities

INVENTORIES

INVENTORIES	12 Months Ended
	Dec. 31, 2022
Inventory Disclosure [Abstract]
INVENTORIES	4. INVENTORIES A summary of inventories is as follows: SCHEDULE OF INVENTORY As of: December 31, 2022 December 31, 2021 Raw materials $ 176,440 $ 97,636 Work in process - - Finished goods 836,359 - Inventory $ 1,012,799 $ 97,636 As of December 31, 2022 and 2021, inventory consisted of raw materials, which were functional mushrooms produced from the Company’s farm operations, located in Olympia, Washington, to be used in the production of its cognitive performance products. In addition, as of December 31, 2022, inventory consisted of finished goods inventory, which were the Company’s three direct-to-consumer products: Sunbeam TM TM TM

PREPAID EXPENSES AND OTHER CURR

PREPAID EXPENSES AND OTHER CURRENT ASSETS	12 Months Ended
	Dec. 31, 2022
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, 2022 December 31, 2021 Prepaid expenses and deposits $ 238,467 $ 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 $ 238,467 $ 539,592 As of December 31, 2022 and 2021, prepaid expenses and other current assets primarily consist of prepayments related to insurance premiums, office space rent, and other miscellaneous items.

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT	12 Months Ended
	Dec. 31, 2022
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, 2022 December 31, 2021 Facility $ 576,309 $ - Equipment 404,789 - Computer equipment 10,776 10,962 Less: accumulated depreciation (3,492 ) (1,367 ) Property and equipment, net $ 988,382 $ 9,595 Depreciation expense related to property and equipment amounted to $ 2,182 1,367 As of December 31, 2022, the Company is not yet operating its greenhouses in Olympia, Washington that will be used to grow functional mushrooms. As such, the Company has not yet recognized depreciation expense related to the facility as of December 31, 2022, and period ended December 31, 2021.

CONSTRUCTION-IN-PROGRESS

CONSTRUCTION-IN-PROGRESS	12 Months Ended
	Dec. 31, 2022
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, 2022 December 31, 2021 Greenhouse costs $ - $ 452,405 As of December 31, 2022, the Company has substantially completed the development of its greenhouses in Olympia, Washington that will be used to grow functional mushrooms. As such, the associated costs were transferred to PP&E during the year ended December 31, 2022.

INTANGIBLE ASSETS

INTANGIBLE ASSETS	12 Months Ended
	Dec. 31, 2022
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, 2022 December 31, 2021 Website development costs $ 178,918 $ 189,956 Less: accumulated amortization (47,342 ) - Intangible assets, net $ 131,576 $ 189,956 As of December 31, 2022, the Company has completed the development and design of its website. As such, the Company recognized amortization expense of $ 49,411 no

LOANS AND NOTE PAYABLE

LOANS AND NOTE PAYABLE	12 Months Ended
	Dec. 31, 2022
Debt Disclosure [Abstract]
LOANS AND NOTE PAYABLE	9. LOANS AND NOTE PAYABLE Loans and notes payable consist of the following: SCHEDULE OF LOANS AND NOTES PAYABLE As of: December 31, 2022 December 31, 2021 Line of credit $ 134,210 $ - Merchant loan 319,742 - Revenue purchase agreement 164,636 - Bridge loan 184,154 - Insurance financing 225,000 - TruMed acquisition note payable (Note 1) 70,000 - Loans and note payable, net $ 1,097,742 $ - On August 8, 2022, the Company entered into a line of credit agreement (“line of credit”) for a maximum draw amount of $ 200,000 200,000 3 1.93 134,210 On August 8, 2022, the Company entered into a merchant loan agreement with WebBank (“merchant loan”), on behalf of Shopify Inc., for proceeds of $ 250,000 282,500 32,500 355,000 401,150 46,150 319,742 On October 8, 2022, the Company entered into a revenue purchase agreement whereby Pearl Beta Funding, LLC (“Pearl”) provided the Company with cash proceeds of $ 245,000 8,208 10 328,300 164,636 On December 20, 2022, the Company entered into a bridge loan with Cloudfund LLC for cash proceeds of $200,000 2,092 272,000 184,154 On December 31, 2022, the Company entered into a loan agreement with Imperial PFS Canada for financing of its insurance policy. The repayments will be made through nine monthly payments of $ 20,736 . As of December 31, 2022, the carrying value of the insurance financing was $ 225,000 .

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	12 Months Ended
	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	10. COMMITMENTS AND CONTINGENCIES Leases For the year ended December 31, 2022, and the period ended December 31, 2021, the components of lease expenses were recognized as selling, general and administrative expenses in the consolidated statement of operations and comprehensive loss. The lease payments were paid in cash. COMPONENTS OF LEASE EXPENSE Year Ended December 31, 2022 Period Ended December 31, 2021 Operating lease costs $ 128,983 $ 25,424 The weighted-average remaining lease term for the Company’s operating leases ranges from approximately three four years 10 As of December 31, 2022, 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, 2022, are as follows: SCHEDULE OF FUTURE MATURITIES OF CONTRACTUAL LEASE PAYMENTS For the Year Ended December 31, 2022: Total 2023 $ 80,313 2024 66,254 2025 38,136 2026 38,136 2027 9,534 Total 232,373 Less: amount representing interest (35,793 ) Total $ 196,580 Litigation

SHARE-BASED PAYMENTS

SHARE-BASED PAYMENTS	12 Months Ended
	Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]
SHARE-BASED PAYMENTS	11. SHAREHOLDERS’ EQUITY SHARE-BASED PAYMENTS Preferred Shares no Preferred Share Dividends no Preferred Share Liquidation Preferred Share Voting Rights No Common Shares 6,351,354 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. On March 4, 2021, the Company issued 1,003,012 2.00 2,006,022 1,616,838 On July 14, 2021, the Company issued 1,001,242 3.50 3,504,346 2,781,593 500,620 On February 2, 2022, the Company issued 196,400 5.00 982,000 On March 4, 2022, the Company issued 178,100 5.00 890,500 10,000 50,000 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 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. On March 22, 2022, the Company adopted a long term incentive plan (“LTIP”), pursuant to which the Board of Directors may, from time to time, create and issue incentive stock options to directors, officers, employees, and consultants of the Company. Time Options As of December 31, 2022, 350,883 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: SCHEDULE OF VALUATION ASSUMPTIONS Year ended December 31, 2022 Period ended December 31, 2021 Risk-free interest rate 2.67 % 0.09 0.56 % Expected term 3.5 2.5 3.5 Expected average stock price volatility 183.1 % 106.8 120.9 % Expected dividend yield 0.00 % 0.00 % Weighted average grant-date fair value of stock options $ 4.58 $ 1.36 1.87 A summary of option activity for the year ended December 31, 2022 is presented below. There was no option activity for the period ended December 31, 2021. SUMMARY OF NONEMPLOYEE OPTION ACTIVITY Weighted Average Weighted Remaining Average Contractual Number of Exercise Term Intrinsic Options Price (in Years) Value Balance, December 31, 2021 475,000 $ 1.90 4.41 $ 288,788 Granted 140,000 5.00 - Exercised - - - - Forfeited - - - - Expired - - Balance, December 31, 2022 615,000 $ 2.59 3.61 $ 1,480,457 A summary of unvested options for the year ended December 31, 2022, is presented below: SUMMARY OF UNVESTED NONEMPLOYEE OPTIONS Weighted Average Grant Number of Date Fair Value Options Per Share Unvested balance, December 31, 2021 292,500 $ 1.80 Granted 140,000 5.00 Vested (155,000 ) 1.76 Forfeited or expired - - Exercised - - Unvested balance, December 31, 2022 277,500 $ 3.44 The Company recognized $ 498,450 355,334 583,913 Warrants 1,001,242 3.50 3,504,346 500,620 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, 2022 is presented below: SUMMARY OF WARRANT ACTIVITY Weighted Weighted Average Average Remaining Number of Exercise Life Warrants Price (in Years) Balance, January 21, 2021 - $ - - Issued 500,620 4.00 - Exercised - - - Forfeited or expired - - - Balance, December 31, 2021 500,620 $ 4.00 0.7 Issued - - - Exercised - - - Forfeited or expired - - - Balance, December 31, 2022 500,620 $ 4.00 0.7 The following table presents information related to warrants as of December 31, 2022: SUMMARY OF WARRANT INFORMATION Warrants Outstanding Warrants Exercisable Weighted Average Outstanding Remaining Exercisable Exercise Number of Life in Number of Price Warrants Years Warrants Balance, December 31, 2022 $ 4.00 5,006,204 0.7 5,006,204

INCOME TAXES

INCOME TAXES	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
INCOME TAXES	12. INCOME TAXES Pre-tax book losses for domestic (Canada) and foreign (the U.S.) jurisdictions are as follows: SCHEDULE OF PRE-TAX BOOK LOSSES FROM FOREIGN AND DOMESTIC JURISDICTIONS Year ended Period ended December 31, 2022 December 31, 2021 Domestic $ 1,991,286 $ 1,295,736 Foreign $ 3,401,146 $ 1,625,589 The provision for income taxes is as follows: SCHEDULE OF PROVISION FOR INCOME TAXES Year ended Period ended December 31, 2022 December 31, 2021 Current: US Federal $ - $ - Canada - - Total current - - Deferred: US Federal - - Canada - - 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 Year ended Period ended December 31, 2022 December 31, 2021 Canadian statutory income tax rate 23.00 % 23.00 % US state income taxes 3.15 % - Prior period adjustments (0.16 )% - Entertainment (0.01 )% (0.03 )% US federal rate differential (1.26 )% (1.11 )% Valuation allowance (22.60 )% (19.06 )% Stock-based compensation (2.12 )% (2.80 )% Total 0.00 % 0.00 % In 2022 and 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, 2022 2021 Deferred tax assets: Start-up costs $ 149,746 $ 228,309 Net operating loss 1,734,528 329,133 Total deferred tax assets 1,884,274 557,443 Deferred tax liabilities: Acquisition costs (7,961 ) - Depreciation expense (26,181 ) - Total deferred tax liabilities: (34,142 ) - Less: valuation allowance (1,850,132 ) (557,443 ) Net deferred taxes $ - $ - As of December 31, 2022, $ 4,429,438 (2021 - $534,091) of US federal net operating losses, $ 4,429,438 2,534,234 (2021 - $943,365) of Canadian net operating losses were available to the Company to offset future taxable income. The US federal net operating losses will carryforward indefinitely and the Canadian net operating losses shall begin to expire in 2041 . The US state net operating losses generally start expiring in 20 years. 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 fifty percent likelihood of being realized upon ultimate settlement. As of December 31, 2022 and 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 US federal, US state and Canadian income tax returns of the Company are subject to examination by various tax authorities, generally for three years after they are filed.

RELATED PARTIES

RELATED PARTIES	12 Months Ended
	Dec. 31, 2022
Related Party Transactions [Abstract]
RELATED PARTIES	13. RELATED PARTIES During the year and period ended December 31, 2022, the Company incurred approximately $ 1.6 686,476 ● $ 643,407 ● $ 29,435 ● $ 1,278 ● $ 12,356

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
	Dec. 31, 2022
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	During the year ended December 31, 2021, the Company loaned $ 50,500 14. SUBSEQUENT EVENTS The Company has evaluated subsequent events that have occurred from December 31, 2022, through the date that these 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 January 3, 2023, the Company closed a non-brokered private placement of convertible secured promissory notes in the aggregate principal amount of $ 764,130 and 764,124 Preferred Shares, Series 1 to accredited investors for gross proceeds of approximately $ 703,000 . This private placement included the issuance of a convertible secured promissory note in the principal amount of $ 271,739 271,739 250,000 On January 9, 2023, the Company closed a non-brokered private placement of convertible secured promissory notes in the aggregate principal amount of $ 616,304 and 616,303 Preferred Shares, Series 1 to accredited investors for gross proceeds of approximately $ 567,000 . This private placement included the issuance of a convertible secured promissory note in the principal amount of $ 100,000 100,000 92,000 On January 10, 2023, the Company paid $ 35,000 37,868 On February 6, 2023, the Company closed a non-brokered private placement of convertible secured promissory notes in the aggregate principal amount of $ 368,543 368,543 339,060 On March 31, 2023, the Company closed a non-brokered private placement of convertible secured promissory notes in the aggregate principal amount of $ 1,350,000 1,350,001 1,242,000

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Method of Accounting	Method of Accounting
Principles of Consolidation	Principles of Consolidation
Foreign Currency	Foreign Currency Foreign Currency Matters
Use of Estimates	Use of Estimates
Cash and Cash Equivalents	Cash and Cash Equivalents
Inventory	Inventory Inventory consists of raw materials such as inputs for functional mushroom, packaging materials, and finished goods inventory, which were the Company’s three direct-to-consumer products: Sunbeam TM TM TM
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 2,312,451 24,337
Income Taxes	Income Taxes Accounting for 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).
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 Share-Based Payment
Revenue Recognition	Revenue Recognition In order to recognize revenue under FASB ASU 2014-09, the Company applies the following five steps: ● Identification of customer contracts; ● Identification of the performance obligation(s) in the contract to transfer goods or provide services to a customer; ● Determination of the transaction price the Company expects to be entitled to in exchange for transferring promised goods or services to a customer; ● Allocation of the transaction price to the performance obligation(s) in the contract; and ● Recognition of revenue when or as the Company satisfies the performance obligation(s). The Company’s contracts with customers for the cognitive supplements and other related products consist of single performance obligations. The performance obligation in a contract is determined based on each individual order and the respective quantities shipped, with revenue being recognized at a point in time when obligations under the terms of the agreement are satisfied. This generally occurs with the transfer of control when the product is shipped to the customer. The amount of revenue recognized is reduced for estimated returns and other customer credits, such as discounts and rebates, based on the expected value to be realized. Payment terms are consistent with terms standard to the markets the Company serves. The Company recognizes revenue when our inventory is shipped to our customers. We recognize revenue gross of amounts payable to our third party co-packers and other third party suppliers for the following reasons. First, we bear primary responsibility for fulfilling our performance obligations and for the acceptability of our product. Our customers purchase goods from our website, which bears the Company’s name, and agree to our terms and conditions. Our customers do not enter into separate contracts with any of our third party suppliers. Second, we bear inventory risk, as we purchase and store our inventory prior to shipping it to customers, and are subject to risk of loss if the inventory is damaged or becomes obsolete. Third, we have discretion in establishing prices charged to our customers, as we determine the price at which our products are offered to customers on our website, independently of prices charged by our third party suppliers. Revenue received from shipping and handling fees is reflected in net sales. The Company has elected to classify shipping and handling costs in selling, general and administrative expenses and recognizes them at the time revenue is recognized for the related goods. The Company has also elected to recognize revenue net of sales taxes and similar taxes that are imposed on and concurrent with revenue producing activities. The Company has elected to use the practical expedient for significant financing components allowed under ASU 2014-09, such that if the period between revenue recognition and cash receipt for a particular contract is expected to be a year or less, no interest income is recognized and the full amount of revenue appropriate under the contract is recognized at the time the performance obligation is met.
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)	12 Months Ended
	Dec. 31, 2022
Inventory Disclosure [Abstract]
SCHEDULE OF INVENTORY	A summary of inventories is as follows: SCHEDULE OF INVENTORY As of: December 31, 2022 December 31, 2021 Raw materials $ 176,440 $ 97,636 Work in process - - Finished goods 836,359 - Inventory $ 1,012,799 $ 97,636

PREPAID EXPENSES AND OTHER CU_2

PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables)	12 Months Ended
	Dec. 31, 2022
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, 2022 December 31, 2021 Prepaid expenses and deposits $ 238,467 $ 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 $ 238,467 $ 539,592

PROPERTY AND EQUIPMENT (Tables)

PROPERTY AND EQUIPMENT (Tables)	12 Months Ended
	Dec. 31, 2022
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, 2022 December 31, 2021 Facility $ 576,309 $ - Equipment 404,789 - Computer equipment 10,776 10,962 Less: accumulated depreciation (3,492 ) (1,367 ) Property and equipment, net $ 988,382 $ 9,595

CONSTRUCTION-IN-PROGRESS (Table

CONSTRUCTION-IN-PROGRESS (Tables)	12 Months Ended
	Dec. 31, 2022
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, 2022 December 31, 2021 Greenhouse costs $ - $ 452,405

INTANGIBLE ASSETS (Tables)

INTANGIBLE ASSETS (Tables)	12 Months Ended
	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
SCHEDULE OF INTANGIBLE ASSETS	Intangible assets consist of the following: SCHEDULE OF INTANGIBLE ASSETS As of: December 31, 2022 December 31, 2021 Website development costs $ 178,918 $ 189,956 Less: accumulated amortization (47,342 ) - Intangible assets, net $ 131,576 $ 189,956

LOANS AND NOTE PAYABLE (Tables)

LOANS AND NOTE PAYABLE (Tables)	12 Months Ended
	Dec. 31, 2022
Debt Disclosure [Abstract]
SCHEDULE OF LOANS AND NOTES PAYABLE	Loans and notes payable consist of the following: SCHEDULE OF LOANS AND NOTES PAYABLE As of: December 31, 2022 December 31, 2021 Line of credit $ 134,210 $ - Merchant loan 319,742 - Revenue purchase agreement 164,636 - Bridge loan 184,154 - Insurance financing 225,000 - TruMed acquisition note payable (Note 1) 70,000 - Loans and note payable, net $ 1,097,742 $ -

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Tables)	12 Months Ended
	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
COMPONENTS OF LEASE EXPENSE	For the year ended December 31, 2022, and the period ended December 31, 2021, the components of lease expenses were recognized as selling, general and administrative expenses in the consolidated statement of operations and comprehensive loss. The lease payments were paid in cash. COMPONENTS OF LEASE EXPENSE Year Ended December 31, 2022 Period Ended December 31, 2021 Operating lease costs $ 128,983 $ 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, 2022, are as follows: SCHEDULE OF FUTURE MATURITIES OF CONTRACTUAL LEASE PAYMENTS For the Year Ended December 31, 2022: Total 2023 $ 80,313 2024 66,254 2025 38,136 2026 38,136 2027 9,534 Total 232,373 Less: amount representing interest (35,793 ) Total $ 196,580

SHARE-BASED PAYMENTS (Tables)

SHARE-BASED PAYMENTS (Tables)	12 Months Ended
	Dec. 31, 2022
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: SCHEDULE OF VALUATION ASSUMPTIONS Year ended December 31, 2022 Period ended December 31, 2021 Risk-free interest rate 2.67 % 0.09 0.56 % Expected term 3.5 2.5 3.5 Expected average stock price volatility 183.1 % 106.8 120.9 % Expected dividend yield 0.00 % 0.00 % Weighted average grant-date fair value of stock options $ 4.58 $ 1.36 1.87
SUMMARY OF NONEMPLOYEE OPTION ACTIVITY	A summary of option activity for the year ended December 31, 2022 is presented below. There was no option activity for the period ended December 31, 2021. SUMMARY OF NONEMPLOYEE OPTION ACTIVITY Weighted Average Weighted Remaining Average Contractual Number of Exercise Term Intrinsic Options Price (in Years) Value Balance, December 31, 2021 475,000 $ 1.90 4.41 $ 288,788 Granted 140,000 5.00 - Exercised - - - - Forfeited - - - - Expired - - Balance, December 31, 2022 615,000 $ 2.59 3.61 $ 1,480,457
SUMMARY OF UNVESTED NONEMPLOYEE OPTIONS	A summary of unvested options for the year ended December 31, 2022, is presented below: SUMMARY OF UNVESTED NONEMPLOYEE OPTIONS Weighted Average Grant Number of Date Fair Value Options Per Share Unvested balance, December 31, 2021 292,500 $ 1.80 Granted 140,000 5.00 Vested (155,000 ) 1.76 Forfeited or expired - - Exercised - - Unvested balance, December 31, 2022 277,500 $ 3.44
SUMMARY OF WARRANT ACTIVITY	A summary of the warrant activity during the period from January 21, 2021 (date of inception) through December 31, 2022 is presented below: SUMMARY OF WARRANT ACTIVITY Weighted Weighted Average Average Remaining Number of Exercise Life Warrants Price (in Years) Balance, January 21, 2021 - $ - - Issued 500,620 4.00 - Exercised - - - Forfeited or expired - - - Balance, December 31, 2021 500,620 $ 4.00 0.7 Issued - - - Exercised - - - Forfeited or expired - - - Balance, December 31, 2022 500,620 $ 4.00 0.7
SUMMARY OF WARRANT INFORMATION	The following table presents information related to warrants as of December 31, 2022: SUMMARY OF WARRANT INFORMATION Warrants Outstanding Warrants Exercisable Weighted Average Outstanding Remaining Exercisable Exercise Number of Life in Number of Price Warrants Years Warrants Balance, December 31, 2022 $ 4.00 5,006,204 0.7 5,006,204
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)	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
SCHEDULE OF PRE-TAX BOOK LOSSES FROM FOREIGN AND DOMESTIC JURISDICTIONS	Pre-tax book losses for domestic (Canada) and foreign (the U.S.) jurisdictions are as follows: SCHEDULE OF PRE-TAX BOOK LOSSES FROM FOREIGN AND DOMESTIC JURISDICTIONS Year ended Period ended December 31, 2022 December 31, 2021 Domestic $ 1,991,286 $ 1,295,736 Foreign $ 3,401,146 $ 1,625,589
SCHEDULE OF PROVISION FOR INCOME TAXES	The provision for income taxes is as follows: SCHEDULE OF PROVISION FOR INCOME TAXES Year ended Period ended December 31, 2022 December 31, 2021 Current: US Federal $ - $ - Canada - - Total current - - Deferred: US Federal - - Canada - - 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 Year ended Period ended December 31, 2022 December 31, 2021 Canadian statutory income tax rate 23.00 % 23.00 % US state income taxes 3.15 % - Prior period adjustments (0.16 )% - Entertainment (0.01 )% (0.03 )% US federal rate differential (1.26 )% (1.11 )% Valuation allowance (22.60 )% (19.06 )% Stock-based compensation (2.12 )% (2.80 )% Total 0.00 % 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, 2022 2021 Deferred tax assets: Start-up costs $ 149,746 $ 228,309 Net operating loss 1,734,528 329,133 Total deferred tax assets 1,884,274 557,443 Deferred tax liabilities: Acquisition costs (7,961 ) - Depreciation expense (26,181 ) - Total deferred tax liabilities: (34,142 ) - Less: valuation allowance (1,850,132 ) (557,443 ) Net deferred taxes $ - $ -

ORGANIZATION (Details Narrative

ORGANIZATION (Details Narrative)						11 Months Ended	12 Months Ended
	Feb. 15, 2022 USD ($)	Feb. 17, 2021 USD ($) shares	Feb. 17, 2021 CAD ($) $ / shares shares	Feb. 03, 2021 CAD ($) shares	Jan. 22, 2021 $ / shares shares	Dec. 31, 2021 USD ($) shares	Dec. 31, 2022 USD ($) shares	Apr. 20, 2022 shares	Mar. 04, 2022 $ / shares shares	Feb. 02, 2022 $ / shares shares	Jul. 14, 2021 $ / shares shares	Mar. 04, 2021 $ / shares shares	Jan. 21, 2021 $ / shares shares
Date of incorporation							Jan. 22, 2021
Number of shares issued								162,600	178,100	196,400	1,001,242
Share price | (per share)									$ 5	$ 5	$ 3.50		$ 0.05
Business acquisition, total consideration		$ 359,505	$ 455,000
Cash consideration | $							$ 114,000
TruMed Limited [Member]
Business acquisition, total consideration | $	$ 750,000
Ownership percentage	100%
Cash consideration | $	$ 130,000
Business acquisition contingent liabilities | $	550,000
Acquired asset | $	197,562
TruMed Limited [Member] | Promissory Note [Member]
Busienss acquisition liabilities incurred | $	$ 70,000						$ 35,000
Common Stock [Member]
Number of shares issued				1,000,000								1,003,012	0.2
Share price | $ / shares												$ 2
Business acquisition, total consideration | $				$ 162,500
Shares, new issues						1,003,012	196,400
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]
Common stock shares subscribed			100
Shares, conversion of units		0.31111112	0.31111112
Shares, new issues		2,800,000	2,800,000
Common Stock [Member] | Plan of Merger [Member] | First Shares [Member]
Share price | $ / shares			$ 0.05
Shares, new issues		700,000	700,000
Common Stock [Member] | Plan of Merger [Member] | Next Shares [Member]
Share price | $ / shares			$ 0.20
Shares, new issues		2,100,000	2,100,000

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	11 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Property and equipment estimated useful life	5 years
Impairment of long-lived assets	$ 0	$ 0
Lease 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
Selling, General and Administrative Expenses [Member]
Advertising expenses	$ 2,312,451	$ 24,337

SCHEDULE OF INVENTORY (Details)

SCHEDULE OF INVENTORY (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Inventory Disclosure [Abstract]
Raw materials	$ 176,440	$ 97,636
Work in process
Finished goods	836,359
Inventory	$ 1,012,799	$ 97,636

SCHEDULE OF PREPAID EXPENSES AN

SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Prepaid Expenses And Other Current Assets
Prepaid expenses and deposits	$ 238,467	$ 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	$ 238,467	$ 539,592

SCHEDULE OF PROPERTY AND EQUIPM

SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Less: accumulated depreciation	$ (3,492)	$ (1,367)
Property and equipment, net	988,382	9,595
Facility [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment, gross	576,309
Equipment [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment, gross	404,789
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment, gross	$ 10,776	$ 10,962

PROPERTY AND EQUIPMENT (Details

PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 2,182	$ 1,367

SCHEDULE OF CONSTRUCTION IN PRO

SCHEDULE OF CONSTRUCTION IN PROGRESS (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Schedule Of Construction In Progress
Greenhouse costs		$ 452,405

SCHEDULE OF INTANGIBLE ASSETS (

SCHEDULE OF INTANGIBLE ASSETS (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Website development costs	$ 178,918	$ 189,956
Less: accumulated amortization	(47,342)
Intangible assets, net	$ 131,576	$ 189,956

INTANGIBLE ASSETS (Details Narr

INTANGIBLE ASSETS (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of intangible assets	$ 49,411	$ 0

SCHEDULE OF LOANS AND NOTES PAY

SCHEDULE OF LOANS AND NOTES PAYABLE (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Loans and note payable, net	$ 1,097,742
Line of Credit [Member]
Debt Instrument [Line Items]
Loans and note payable, net	134,210
Merchant Loan [Member]
Debt Instrument [Line Items]
Loans and note payable, net	319,742
Revenue Purchase Agreement [Member]
Debt Instrument [Line Items]
Loans and note payable, net	164,636
Bridge Loan [Member]
Debt Instrument [Line Items]
Loans and note payable, net	184,154
Insurance Financing [Member]
Debt Instrument [Line Items]
Loans and note payable, net	225,000
TruMed Acquisition Note Payable [Member]
Debt Instrument [Line Items]
Loans and note payable, net	$ 70,000

LOANS AND NOTE PAYABLE (Details

LOANS AND NOTE PAYABLE (Details Narrative)	Dec. 31, 2022 USD ($)	Dec. 20, 2022 USD ($)	Nov. 08, 2022 USD ($)	Oct. 08, 2022 USD ($)	Aug. 08, 2022 USD ($)	Jul. 14, 2021 USD ($)	Jul. 14, 2021 CAD ($)	Dec. 31, 2021 USD ($)
Debt Instrument [Line Items]
Line of credit initial drawn amount					$ 200,000
Line of credit fee percentange					3%
Line of credit interest rate					1.93%
Line of credit	$ 134,210
Carrying value of merchant loan	1,097,742
Cash proceeds						$ 2,781,593	$ 3,504,346
Revenue Purchase Agreements [Member]
Debt Instrument [Line Items]
Carrying value of merchant loan	164,636
Cash proceeds				$ 245,000
Debt Instrument, Periodic Payment				$ 8,208
Percentage of sales adjusted				10%
Repaid total amount				$ 328,300
Loan Agreement [Member]
Debt Instrument [Line Items]
Debt Instrument, Periodic Payment	20,736
Merchant Loan [Member]
Debt Instrument [Line Items]
Proceeds from loans			$ 355,000		$ 250,000
Repayments of loans			401,150		282,500
Cost of borrowing			$ 46,150		32,500
Carrying value of merchant loan	319,742
Bridge Loan [Member]
Debt Instrument [Line Items]
Carrying value of merchant loan	184,154
Cash proceeds		$ 200,000
Debt Instrument, Periodic Payment		2,092
Repaid total amount		$ 272,000
Insurance Financing [Member]
Debt Instrument [Line Items]
Carrying value of merchant loan	$ 225,000
Celtic Bank Corporation [Member]
Debt Instrument [Line Items]
Line of credit maximum draw amount					$ 200,000

COMPONENTS OF LEASE EXPENSE (De

COMPONENTS OF LEASE EXPENSE (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Operating lease costs	$ 128,983	$ 25,424

SCHEDULE OF FUTURE MATURITIES O

SCHEDULE OF FUTURE MATURITIES OF CONTRACTUAL LEASE PAYMENTS (Details)	Dec. 31, 2022 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Year I	$ 80,313
Year II	66,254
Year III	38,136
Year IV	38,136
Year V	9,534
Total	232,373
Less: amount representing interest	(35,793)
Total	$ 196,580

COMMITMENTS AND CONTINGENCIES_2

COMMITMENTS AND CONTINGENCIES (Details Narrative)	Dec. 31, 2022
Loss Contingencies [Line Items]
Weighted average discounting rate	10%
Minimum [Member]
Loss Contingencies [Line Items]
Weighted average remaining lease term	3 years
Maximum [Member]
Loss Contingencies [Line Items]
Weighted average remaining lease term	4 years

SCHEDULE OF VALUATION ASSUMPTIO

SCHEDULE OF VALUATION ASSUMPTIONS (Details) - $ / shares	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Warrant [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Risk free interest rate	0.23%
Expected term (years)	2 years
Expected volatility	91.05%
Expected dividends	0%
Non-Employee [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Risk free interest rate		2.67%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum	0.09%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum	0.56%
Expected term (years)		3 years 6 months
Expected volatility		183.10%
Expected dividends	0%	0%
Weighted average grant-date fair value of stock options		$ 4.58
Non-Employee [Member] | Minimum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected term (years)	2 years 6 months
Expected volatility	106.80%
Weighted average grant-date fair value of stock options	$ 1.36
Non-Employee [Member] | Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected term (years)	3 years 6 months
Expected volatility	120.90%
Weighted average grant-date fair value of stock options	$ 1.87

SUMMARY OF NONEMPLOYEE OPTION A

SUMMARY OF NONEMPLOYEE OPTION ACTIVITY (Details) - Non-Employee [Member] - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Number of Options, Beginning balance	475,000
Weighted Average Exercise Price, Beginning balance	$ 1.90
Weighted Average Remaining Contractual Term (in Years), Beginning	3 years 7 months 9 days	4 years 4 months 28 days
Intrinsic Value, Beginning balance	$ 288,788
Number of Options, Granted	140,000
Weighted Average Exercise Price, Granted	$ 5
Intrinsic Value, Granted
Number of Options, Exercised
Weighted Average Exercise Price, Exercised
Intrinsic Value, Exercised
Number of Options, Forfeited
Weighted Average Exercise Price, Forfeited
Intrinsic Value, Forfeited
Number of Options, Expired
Weighted Average Exercise Price, Expired
Number of Options, Ending balance	615,000	475,000
Weighted Average Exercise Price, Ending balance	$ 2.59	$ 1.90
Intrinsic Value, Ending balance	$ 1,480,457	$ 288,788

SUMMARY OF UNVESTED NONEMPLOYEE

SUMMARY OF UNVESTED NONEMPLOYEE OPTIONS (Details) - Non-Employee [Member]	12 Months Ended
	Dec. 31, 2022 $ / shares shares
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Number of Options Unvested, Beginning balance | shares	292,500
Weighted Average Grant Date Fair Value, Beginning balance | $ / shares	$ 1.80
Number of Options Unvested, Granted | shares	140,000
Weighted Average Grant Date Fair Value, Granted | $ / shares	$ 5
Number of Options Unvested, Vested | shares	(155,000)
Weighted Average Grant Date Fair Value, Vested | $ / shares	$ 1.76
Number of Options Unvested, Forfeited or expired | shares
Weighted Average Grant Date Fair Value, Forfeited or expired | $ / shares
Number of Options Unvested, Exercised | shares
Weighted Average Grant Date Fair Value, Exercised | $ / shares
Number of Options Unvested, Ending balance | shares	277,500
Weighted Average Grant Date Fair Value, Ending balance | $ / shares	$ 3.44

SUMMARY OF WARRANT ACTIVITY (De

SUMMARY OF WARRANT ACTIVITY (Details) - Warrant [Member] - $ / shares	11 Months Ended		12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Number of Warrants, Beginning balance
Weighted Average Exercise Price, Ending balance			$ 4
Number of Warrants, Issued		500,620
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsIssuedInPeriodWeightedAverageExercisePrice]			4	4
Number of Warrants, Exercised
Weighted Average Exercise Price, Exercised
Number of Warrants, Forfeited or Expired
Weighted Average Exercise Price, Forfeited or expired
Number of Warrants, Ending balance			500,620
Weighted Average Remaining Life (in Years)			8 months 12 days	8 months 12 days
Number of Warrants, Ending balance	500,620		500,620
Weighted Average Exercise Price, Ending balance	$ 4	$ 4	$ 4	$ 4

SUMMARY OF WARRANT INFORMATION

SUMMARY OF WARRANT INFORMATION (Details) - Warrant [Member] - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Weighted Average Exercise Price	$ 4	$ 4
Number of Warrants	5,006,204	500,620
Weighted Average Remaining Life (in Years)	8 months 12 days	8 months 12 days
Number of Warrants, Exercisable	5,006,204

SHARE-BASED PAYMENTS (Details N

SHARE-BASED PAYMENTS (Details Narrative)								11 Months Ended	12 Months Ended
	Apr. 20, 2022 USD ($) shares	Mar. 04, 2022 USD ($) $ / shares shares	Feb. 02, 2022 USD ($) $ / shares shares	Jul. 14, 2021 USD ($) shares	Jul. 14, 2021 CAD ($) shares	Mar. 04, 2021 USD ($)	Mar. 04, 2021 CAD ($) $ / shares shares	Dec. 31, 2021 USD ($) shares	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) shares	Apr. 21, 2022 shares	Jul. 14, 2021 $ / shares	Feb. 03, 2021 shares	Jan. 21, 2021 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Preferred Stock, Shares Issued									0
Preferred Stock, Shares Outstanding									0
Dividends Payable, Amount Per Share | $ / shares									$ 0
Preferred stock voting rights									No
Common stock, shares outstanding	63,513,530							5,804,254	6,351,354	5,804,254	6,351,354
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.
Shares issued	162,600	178,100	196,400	1,001,242
Share price | (per share)		$ 5	$ 5									$ 3.50		$ 0.05
Proceeds from issuance of debt				$ 2,781,593	$ 3,504,346
Proceeds from issuance of common stock | $	$ 813,000	$ 890,500	$ 982,000					$ 1,478,582
Debt conversion, shares issued		10,000
Debt conversion, shares issued, amount | $		$ 50,000
Maximum percentage of issued and outstanding shares									10%
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									155,000
Non-Employee [Member] | Selling, General and Administrative Expenses [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based compensation expense | $									$ 498,450	$ 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									350,883
Time Options [Member] | Non-Employee [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unrecognized compensation expense | $									$ 583,913
Common Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares issued							1,003,012						1,000,000	0.2
Share price | $ / shares							$ 2
Proceeds from issuance of debt						$ 1,616,838	$ 2,006,022
Warrant [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares issued				500,620
Share price | $ / shares												$ 3.50
Issued in period				1,001,242	1,001,242
Proceeds from issuance of warrants | $					$ 3,504,346
Warrants and rights outstanding | $				$ 500,620

SCHEDULE OF PRE-TAX BOOK LOSSES

SCHEDULE OF PRE-TAX BOOK LOSSES FROM FOREIGN AND DOMESTIC JURISDICTIONS (Details) - USD ($)	11 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Domestic	$ 1,991,286	$ 1,295,736
Foreign	$ 3,401,146	$ 1,625,589

SCHEDULE OF PROVISION FOR INCOM

SCHEDULE OF PROVISION FOR INCOME TAXES (Details) - USD ($)	11 Months Ended		12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2022
Current:
US Federal
Canada
Total current
Deferred:
US Federal
Canada
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, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Canadian statutory income tax rate	23%	23%
US state income taxes	3.15%
Prior period adjustments	(0.16%)
Entertainment	(0.01%)	(0.03%)
US federal rate differential	(1.26%)	(1.11%)
Valuation allowance	(22.60%)	(19.06%)
Stock-based compensation	(2.12%)	(2.80%)
Total	0%	0%

SCHEDULE OF DEFERRED TAX ASSETS

SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets:
Start-up costs	$ 149,746	$ 228,309
Net operating loss	1,734,528	329,133
Total deferred tax assets	1,884,274	557,443
Deferred tax liabilities:
Acquisition costs	(7,961)
Depreciation expense	(26,181)
Total deferred tax liabilities:	(34,142)
Less: valuation allowance	(1,850,132)	(557,443)
Net deferred taxes

INCOME TAXES (Details Narrative

INCOME TAXES (Details Narrative) - USD ($)	11 Months Ended		12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Operating Loss Carryforwards [Line Items]
Corporate statutory rate	3.15%
Foreign Tax Authority [Member]
Operating Loss Carryforwards [Line Items]
Operating Loss Carryforwards, Limitations on Use		The US state net operating losses generally start expiring in 20 years.
State and Local Jurisdiction [Member]
Operating Loss Carryforwards [Line Items]
Operating Loss Carryforwards		$ 4,429,438		$ 4,429,438
Domestic Tax Authority [Member]
Operating Loss Carryforwards [Line Items]
Operating Loss Carryforwards, Limitations on Use		the
CANADA
Operating Loss Carryforwards [Line Items]
Corporate statutory rate			23%	23%

RELATED PARTIES (Details Narrat

RELATED PARTIES (Details Narrative)	12 Months Ended
	Dec. 31, 2022 USD ($)
Related Party Transaction [Line Items]
Related party, expenses	$ 1,600,000
Related party balance	686,476
Cory Rosenberg [Member]
Related Party Transaction [Line Items]
Advertising expenses	643,407
Andrew Roda [Member]
Related Party Transaction [Line Items]
Advertising expenses	29,435
Employee [Member]
Related Party Transaction [Line Items]
Business expenses	1,278
Darcy Campbell [Member]
Related Party Transaction [Line Items]
Business expenses	$ 12,356

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - USD ($)				12 Months Ended
	Jan. 10, 2023	Jan. 09, 2023	Jan. 03, 2023	Dec. 31, 2022	Mar. 31, 2023	Feb. 06, 2023
Subsequent Event [Line Items]
Related party debt				$ 50,500
Subsequent Event [Member] | Promissory Note [Member]
Subsequent Event [Line Items]
Aggregate principal amount	$ 37,868
Paid partial payment of promissory note	$ 35,000
Subsequent Event [Member] | Cory J Rosenberg [Member]
Subsequent Event [Line Items]
Aggregate principal amount			$ 271,739
Debt conversion, converted instrument, shares issued			271,739
Gross proceeds			$ 250,000
Subsequent Event [Member] | Darcy A Campbell [Member]
Subsequent Event [Line Items]
Aggregate principal amount		$ 100,000
Debt conversion, converted instrument, shares issued		100,000
Gross proceeds		$ 92,000
Subsequent Event [Member] | Nonbrokered Private Placement [Member]
Subsequent Event [Line Items]
Aggregate principal amount		$ 616,304	$ 764,130		$ 1,350,000	$ 368,543
Debt conversion, converted instrument, shares issued		616,303	764,124
Gross proceeds		$ 567,000	$ 703,000		$ 1,242,000	$ 339,060
Convertible preferred stock, shares					1,350,001	368,543