First Person (FP) S-1/A 19 Oct 23 IPO registration (amended) Financial data

Cover

Cover	6 Months Ended
	Jun. 30, 2023
Entity Addresses [Line Items]
Document Type	S-1/A
Amendment Flag	true
Amendment Description	Amendment No. 10
Entity Registrant Name	FIRST PERSON LTD.
Entity Central Index Key	0001900035
Entity Primary SIC Number	2833
Entity Incorporation, State or Country Code	A0
Entity Address, Address Line One	1840, 444 – 5th Ave
Entity Address, Address Line Two	SW
Entity Address, City or Town	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, 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 ($)	Jun. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash	$ 199,945	$ 64,865	$ 559,158
Accounts receivable, net	46,994	55,063
Other Receivables – Funds Held in Trust
Inventory	1,284,830	1,012,799	97,636
Prepaid expenses and other current assets	213,888	238,467	539,592
Deferred offering cost	1,370,826	889,189	297,437
Total current assets	3,116,483	2,260,383	1,493,823
Property and equipment, net	948,323	988,382	9,595
Construction-in-progress			452,405
Deposits	16,804	16,803	3,178
Intangible assets, net	101,753	131,576	189,956
Operating lease right-of-use asset	169,426	196,580	158,451
Total assets	4,352,789	3,593,724	2,307,408
Current liabilities:
Related party	2,314,215	2,532,690	436,011
Accrued expenses and other current liabilities	472,589	278,088	116,825
Lease liability, current portion	70,910	78,626	36,449
Convertible debentures	2,099,174
Loans and note payable	780,131	1,097,742
Total current liabilities	5,737,019	3,987,145	589,285
Lease liability, net of current portion	98,516	117,954	122,002
Total liabilities	5,835,535	4,105,099	711,287
Commitments and contingencies (see Note 10)
Shareholders’ equity (deficit)
Preferred shares, no par value - unlimited authorized, 3,098,971 and 0 shares issued and outstanding as of June 30, 2023, and December 31, 2022, respectively	969,136
Common shares, no par value - unlimited authorized, 6,351,354 shares issued and outstanding as of June 30, 2023, and December 31, 2022	7,081,261	7,081,261	4,357,943
Additional paid-in capital	903,250	693,951	195,501
Accumulated deficit	(10,456,225)	(8,314,421)	(2,921,325)
Accumulated other comprehensive loss	19,833	27,834	(35,998)
Total shareholders’ equity (deficit)	(1,482,746)	(511,375)	1,596,121
Total liabilities and shareholders’ equity (deficit)	4,352,789	3,593,724	$ 2,307,408
Related Party [Member]
Current liabilities:
Related party	$ 408,893	$ 686,476

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Common stock, par value	$ 0	$ 0	$ 0
Common stock, shares authorized	Unlimited	Unlimited	Unlimited
Common stock, shares outstanding	6,351,354	6,351,354	5,804,254
Common stock, shares issued	6,351,354	6,351,354	5,804,254
Preferred stock, par value	$ 0	$ 0
Preferred stock, shares authorized	Unlimited	Unlimited
Preferred stock, shares issued	3,098,971	0
Preferred stock, shares outstanding	3,098,971	0

Consolidated Statements of Oper

Consolidated Statements of Operations and Comprehensive Loss - USD ($)	6 Months Ended		11 Months Ended	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2022
Income Statement [Abstract]
Revenues, net	$ 3,894,500	$ 1,079,624		$ 4,334,020
Cost of Goods Sold	1,128,364	364,736		1,406,371
Gross Profit	2,766,136	714,888		2,927,649
Operating expenses:
Selling, general and administrative	4,254,493	3,631,012	2,948,245	8,080,594
Depreciation and amortization	86,153	17,451	1,378	51,592
Foreign currency transaction losses (gains)		(6,245)	(28,146)	100,851
Total operating expenses	4,340,646	3,642,218	2,921,477	8,233,037
Loss from operations	(1,574,510)	(2,927,330)	(2,921,477)	(5,305,388)
Other income (expense):
Net interest (expense)	(568,712)
Net interest income	1,418	178
Net interest income (expense)			152	(87,708)
Total other income (expense)	(567,294)	178	152	(87,708)
Loss before provision for income taxes	(2,141,804)	(2,927,152)	(2,921,325)	(5,393,096)
Provision for income taxes
Net loss	(2,141,804)	(2,927,152)	(2,921,325)	(5,393,096)
Other comprehensive loss, net of provision for income taxes:
Foreign currency translation gain (loss)	(8,001)	(10,856)	(35,998)	63,832
Comprehensive loss	$ (2,149,805)	$ (2,938,008)	$ (2,957,323)	$ (5,329,264)
Net Loss per Common Share
Net loss per common share - basic	$ (0.34)	$ (0.50)	$ (0.59)	$ (0.86)
Net loss per common share - diluted	$ (0.34)	$ (0.50)	$ (0.59)	$ (0.86)
Weighted Average Number of Common Shares Outstanding
Weighted average number of common shares outstanding - basic	6,351,354	5,838,301	4,917,792	6,252,128
Weighted average number of common shares outstanding - diluted	6,351,354	5,838,301	4,917,792	6,252,128

Consolidated Statement of Chang

Consolidated Statement of Changes in Shareholders' Equity (Deficit) - USD ($)	Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	AOCI Attributable to Parent [Member]	Total
Balance 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 Common Shares, net of issuance costs, shares		1,003,012
Foreign currency translation adjustment gain (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, net of issuance costs		$ 90				90
Issuance of Common Shares, net of issuance costs, 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 Common Shares, net of issuance costs, shares		1,001,242
Balance 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 Common Shares, net of issuance costs, shares		196,400
Foreign currency translation adjustment gain (loss), net of provision for income taxes					(10,856)	(10,856)
Share-based compensation related to grants of stock options			262,034			262,034
Net loss				(2,927,152)		(2,927,152)
Issuance of Common Shares, net of issuance costs		$ 808,453				808,453
Issuance of Common Shares, net of issuance costs, shares		162,600
Issuance of Common Shares, net of issuance costs		$ 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
Balance at Jun. 30, 2022		$ 7,081,261	457,535	(5,848,477)	(46,854)	1,643,465
Balance, shares at Jun. 30, 2022		6,351,354
Balance 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 Common Shares, net of issuance costs, shares		196,400
Issuance of Common Shares, net of issuance costs		$ 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		$ 808,453				808,453
Issuance of Common Shares, net of issuance costs, shares		162,600
Foreign currency translation adjustment gain (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 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
Foreign currency translation adjustment gain (loss), net of provision for income taxes					(8,001)	(8,001)
Share-based compensation related to grants of stock options			209,299			209,299
Net loss				(2,141,804)		(2,141,804)
Issuance of Preferred Shares, net of issuance costs	$ 969,136					969,136
Issuance of Preferred Shares, net of issuance costs, shares	3,098,971
Balance at Jun. 30, 2023	$ 969,136	$ 7,081,261	$ 903,250	$ (10,456,225)	$ 19,833	$ (1,482,746)
Balance, shares at Jun. 30, 2023	3,098,971	6,351,354

Consolidated Statement of Cha_2

Consolidated Statement of Changes in Shareholders' Equity (Deficit) (Parenthetical) - USD ($)	6 Months Ended		11 Months Ended	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2022
Payments of stock issuance costs			$ 138,256	$ 7,565
Payments of stock issuance costs one		$ 70		70
Payments of stock issuance costs, Two		$ 4,547		$ 4,547
Unit issuance costs			$ 62,155
Shares issued		162,600
Shares issues		178,100
Accounts payable conversion - shares issued		10,000
Preferred Stock [Member]
Payments of stock issuance costs	$ 7,815
Common Stock [Member]
Payments of stock issuance costs		$ 7,565
Shares issued		196,400

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	6 Months Ended		11 Months Ended	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2022
Cash flows from operating activities:
Net loss	$ (2,141,804)	$ (2,927,152)	$ (2,921,325)	$ (5,393,096)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	86,153	17,451	1,378	51,592
Amortization of right-of-use asset	27,154	11,542	14,523	57,762
Amortization of debt discount and issuance costs	449,490			77,071
Share-based compensation	209,299	262,034	355,334	498,450
Change in operating assets and liabilities:
Accounts receivable	8,069	(51,735)		(55,063)
Inventories	(272,031)	(547,936)	(97,636)	(915,163)
Prepaid expenses and other current assets	24,579	355,553	(539,592)	471,686
Deferred offering cost	(481,637)	(326,767)	(297,437)	(591,752)
Deposits		(19,525)	(3,178)	(13,625)
Accounts payable	(218,474)	802,631	436,011	2,146,678
Accrued expenses and other current liabilities	209,976	25,291	116,825	161,263
Operating lease liability	(27,154)	(11,542)	(14,523)	(57,762)
Net cash used in operating activities	(2,126,380)	(2,410,155)	(2,949,620)	(3,561,959)
Cash flows from (used in) investing activities:
Purchases of property and equipment	(7,931)	(287,750)	(11,024)	(281,156)
Purchases of intangibles			(193,668)
Purchases of construction-in-progress			(452,405)
Asset acquisition of TruMed		(114,000)		(114,000)
Cash used in investing activities	(7,931)	(401,750)	(657,097)	(395,156)
Cash flows from financing activities:
Proceeds from loans issued	860,070			1,230,200
Repayments of loans payable	(1,409,925)			(504,529)
Proceeds from convertible debentures	1,863,945
Issuance of Preferred Shares	969,136
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		974,435
Issuance of 188,100 Common Shares, net of issuance costs of $70		890,430		890,430
Issuance of Common Shares, net of issuance costs		808,453		808,453
Net cash provided by financing activities	2,283,226	2,673,318	4,198,020	3,398,989
Effect of foreign currency exchange rate changes on cash	(13,835)	(10,857)	(32,145)	63,833
Net change in cash	135,080	(149,444)	559,158	(494,293)
Cash, beginning of period	64,865	559,158		559,158
Cash, end of period	199,945	409,714	559,158	64,865
Supplemental disclosures of cash flow information:
Interest	334,119			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		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) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Common stock issued in plan of merger		2,800,000
Common Stock 1 [Member]
Shares issued	196,400	1,003,012
Payments of stock issuance costs	$ 7,565	$ 138,256
Number of units issued		1,001,242
Unit issuance costs		$ 62,155
Common Stock 2 [Member]
Shares issued	188,100	196,400
Payments of stock issuance costs	$ 70	$ 7,565
Common Stock 3 [Member]
Shares issued	162,600	178,100
Payments of stock issuance costs	$ 4,547	$ 70
Common Stock 4 [Member]
Shares issued		162,600
Payments of stock issuance costs		$ 4,547

ORGANIZATION

ORGANIZATION	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION	ORGANIZATION Nature of Business 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.	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	6 Months Ended	12 Months Ended
	Jun. 30, 2023	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 six months ended June 30, 2023 and 2022, 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 .	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	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Unaudited Interim Financial Statements The interim consolidated financial statements and the accompanying notes have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for a fair statement of the results of operations for the periods presented. The consolidated results of operations for any interim period are not necessarily indicative of the results to be expected for the full year or for any other future years or interim periods. The Company’s significant accounting policies are described in Note 2 to the Company’s consolidated financial statements as of December 31, 2022. There have been no material changes to the Company’s significant accounting policies. Recently Issued Accounting Pronouncements There is no anticipated impact from recently issued accounting pronouncements to the Company’s interim consolidated financial statements.	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	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Inventory Disclosure [Abstract]
INVENTORIES	4. INVENTORIES A summary of inventories is as follows: SCHEDULE OF INVENTORY As of: June 30, 2023 December 31, 2022 Raw materials $ 263,800 $ 176,440 Work in process - - Finished goods 1,021,030 836,359 Inventory $ 1,284,830 $ 1,012,799 As of June 30, 2023, inventory included 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 June 30, 2023, inventory included finished goods inventory, which were the Company’s three direct-to-consumer products: Sunbeam TM TM TM	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	6 Months Ended	12 Months Ended
	Jun. 30, 2023	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 Prepaid expenses and deposits $ 213,888 $ 238,467 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.	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	6 Months Ended	12 Months Ended
	Jun. 30, 2023	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: June 30, 2023 December 31, 2022 Facility $ 576,309 $ 576,309 Equipment 415,405 404,789 Computer equipment 13,841 10,776 Property and equipment, gross 13,841 10,776 Less: accumulated depreciation (57,232 ) (3,492 ) Property and equipment, net $ 948,323 $ 988,382 Depreciation expense related to property and equipment amounted to $ 53,611 1,098	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 The Company used its greenhouses in Olympia, Washington in a limited capacity during the year ended December 31, 2022, but they were not ready for full-scale production until approximately December 31, 2022. As such, the Company reclassified the facility from construction-in-progress to property and equipment as of December 31, 2022, but did not recognize any depreciation expense related to the facility during the year ended 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 The Company’s greenhouses in Olympia, Washington that will be used to grow functional mushrooms were substantially finished as of December 31, 2022. As such, the associated costs were transferred to property and equipment at the end of 2022.

INTANGIBLE ASSETS

INTANGIBLE ASSETS	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
INTANGIBLE ASSETS	7. INTANGIBLE ASSETS Intangible assets consist of the following: SCHEDULE OF INTANGIBLE ASSETS As of: June 30, 2023 December 31, 2022 Website development costs $ 183,317 $ 178,918 Less: accumulated amortization (81,564 ) (47,342 ) Intangible assets $ 101,753 $ 131,576 The Company recognized amortization expense of $ 32,542 16,353	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	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Debt Disclosure [Abstract]
LOANS AND NOTE PAYABLE	8. LOANS AND NOTE PAYABLE Loans and notes payable consist of the following: SCHEDULE OF LOANS AND NOTES PAYABLE As of: June 30, 2023 December 31, 2022 Line of credit $ 35,501 $ 134,210 Merchant loan 248,066 319,742 Revenue purchase agreement 403,141 164,636 Bridge loan 4,384 184,154 Insurance financing 89,039 225,000 TruMed acquisition note payable - 70,000 Loans and note payable, net $ 780,131 $ 1,097,742 On January 10, 2023, the Company paid $ 35,000 37,868 37,868 On May 18, 2023, the Company entered into a merchant loan agreement with WebBank, on behalf of Shopify Inc., for proceeds of $ 410,000 451,000 41,000 17 On June 8, 2023, the Company entered into a merchant loan agreement with Fundonatic, for proceeds of $ 225,000 292,500 67,500 1,950 On June 8, 2023, the Company entered into a merchant loan agreement with Click Capital Group LLC, for proceeds of $ 225,000 292,500 67,500 1,950 On June 28, 2023 the Company extended the expiry date on the 500,620	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	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	10. COMMITMENTS AND CONTINGENCIES Leases For the six months ended June 30, 2023 and 2022, 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 2023 2022 Operating lease costs $ 40,459 $ 19,068 As of June 30, 2023, 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 June 30, 2023 are as follows: SCHEDULE OF FUTURE MATURITIES OF CONTRACTUAL LEASE PAYMENTS As of June 30, 2023: Total Remainder of 2023 $ 40,675 2024 70,546 2025 38,136 2026 38,136 Thereafter 12,712 Total 200,205 Less: amount representing interest (30,779 ) Total $ 169,426 Litigation 550,000 In the past 24 months several of the Company’s representatives have been part of interviews that were recorded on podcasts or in articles discussing their own experiences and the Company. The interviews were directed at persons interested in health, wellness, spirituality and the potential benefits of products the Company sells or expects to sell. The interviews were not directed at prospective investors and made no mention of a possible initial public offering by the Company. To the extent that certain statements in the podcasts and articles may have violated Section 5 and were inaccurate, unsubstantiated, misleading, or contradicted disclosures in the prospectus, those statements have now been specifically set forth in Exhibit 99.1 to the registration statement. Pursuant to ASC 450-20, if a material loss contingency is reasonably possible, then the Company is required to disclose the nature of the contingency and an estimate of the possible loss, range of loss, or a statement that such an estimate cannot be made. The Company acknowledges that a contingent liability arising from the rescission rights of investors who purchase shares in this offering (including investors who purchase shares from the selling shareholders), may be reasonably possible. The potential loss to an individual purchaser in this offering who successfully exercised rescission rights would be calculated based on the difference between the price per share paid by the purchaser in this offering and the price per share at which the stock was sold by that investor. However, an estimated range of aggregate potential loss to the Company from this contingent liability cannot be reasonably made given numerous variables and uncertainties, including: ● the actual purchase price of the shares in this offering; ● the number of shareholders that attempt to exercise rescission rights; ● the legal fees and other costs to the Company to defend against rescission claims; ● the number of shareholders that are ultimately successful in rescinding their purchases; and ● the timing and price at which shares are sold by each shareholder that successfully rescinds their purchase. Because a reasonable estimate of the possible loss or range of loss cannot be made, pursuant to ASC 450-20, the Company is required to disclose the nature of the contingency and state that an estimate cannot be made, but is not required to accrue a contingent liability in connection with such potential rescission claims.	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 Remainder of 2023 $ 60,330 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 In the past 24 months several of the Company’s representatives have been part of interviews that were recorded on podcasts or in articles discussing their own experiences and the Company. The interviews were directed at persons interested in health, wellness, spirituality and the potential benefits of products the Company sells or expects to sell. The interviews were not directed at prospective investors and made no mention of a possible initial public offering by the Company. To the extent that certain statements in the podcasts and articles may have violated Section 5 and were inaccurate, unsubstantiated, misleading, or contradicted disclosures in the prospectus, those statements have now been specifically set forth in Exhibit 99.1 to the registration statement. Pursuant to ASC 450-20, if a material loss contingency is reasonably possible, then the Company is required to disclose the nature of the contingency and an estimate of the possible loss, range of loss, or a statement that such an estimate cannot be made. The Company acknowledges that a contingent liability arising from the rescission rights of investors who purchase shares in this offering (including investors who purchase shares from the selling shareholders), may be reasonably possible. The potential loss to an individual purchaser in this offering who successfully exercised rescission rights would be calculated based on the difference between the price per share paid by the purchaser in this offering and the price per share at which the stock was sold by that investor. However, an estimated range of aggregate potential loss to the Company from this contingent liability cannot be reasonably made given numerous variables and uncertainties, including: ● the actual purchase price of the shares in this offering; ● the number of shareholders that attempt to exercise rescission rights; ● the legal fees and other costs to the Company to defend against rescission claims; ● the number of shareholders that are ultimately successful in rescinding their purchases; and ● the timing and price at which shares are sold by each shareholder that successfully rescinds their purchase. Because a reasonable estimate of the possible loss or range of loss cannot be made, pursuant to ASC 450-20, the Company is required to disclose the nature of the contingency and state that an estimate cannot be made, but is not required to accrue a contingent liability in connection with such potential rescission claims.

SHAREHOLDERS_ EQUITY

SHAREHOLDERS’ EQUITY	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]
SHAREHOLDERS’ EQUITY	11. SHAREHOLDERS’ EQUITY As discussed in Note 9, during the six months ended June 30, 2023, the Company closed a non-brokered private placement of convertible secured promissory notes with a principal amount of $ 3,098,971 3,098,971 (1) the number of Series 1 Shares converted (multiplied by 60% if the initial public offering occurs within six months of the issuance of the Series 1 Shares), divided by (2) the conversion price. The conversion price is the lesser of (1) $6.00, and (2) (if applicable) the greater of (a) 80% of the initial public offering price and (b) $3.00.	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 NON-EMPLOYEE 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 NON EMPLOYEE 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 U.S. federal net operating losses, $ 4,429,438 of U.S. state net operating losses, and $ 2,534,234 (2021 - $ 943,365 ) of Canadian net operating losses were available to the Company to offset future taxable income. The U.S. federal net operating losses will carryforward indefinitely and the Canadian net operating losses shall begin to expire in 2041 . The U.S. 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 U.S. federal, U.S. 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 due to Cory Rosenberg for digital advertising expenses including Meta, Google, and TikTok; ● $ 29,435 due to Andrew Roda for digital advertising expenses including Meta, Google, and TikTok; ● $ 1,278 ● $ 12,356 During the year ended December 31, 2021, the Company loaned $ 50,500

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	13. SUBSEQUENT EVENTS The Company has evaluated subsequent events that have occurred from July 1, 2023 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 July 19, 2023, the Company entered into a merchant loan agreement with Cloudfund LLC, for proceeds of $ 199,774 276,040 76,266 4 On July 21, 2023, the Company entered into a merchant loan agreement with WebBank, on behalf of Shopify Inc., for proceeds of $ 260,000 283,400 23,400 17 On August 31, 2023, the Company entered into a merchant loan agreement with Curve Capital LLC, for proceeds of $ 225,000 306,000 81,000 6.12 On September 7, 2023, the Company closed a non-brokered private placement of convertible secured promissory notes in the aggregate principal amount of $ 239,130 239,129 220,000 On September 19, 2023, the Company refinanced a cash advance agreement with Click Capital Group LLC for additional proceeds of $ 150,550 310,000 403,000 93,000 5.96 On September 19, 2023, the Company refinanced a future receivables sale and purchase agreement with Fundonatic for additional proceeds of $ 150,550 310,000 403,000 93,000 5.96	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 On April 28, 2023, the Company paid to the TruMed Sellers the remaining $ 37,868 (Unaudited) On May 18, 2023, the Company entered into a merchant loan agreement with WebBank, on behalf of Shopify Inc., for proceeds of $ 410,000 451,000 41,000 17 On June 8, 2023, the Company entered into a merchant loan agreement with Fundonatic, for proceeds of $ 225,000 292,500 67,500 1,950 On June 8, 2023, the Company entered into a merchant loan agreement with Click Capital Group LLC, for proceeds of $ 225,000 292,500 67,500 1,950 On June 28, 2023 the Company extended the expiry date on the 500,620 warrants from July 14, 2023 to January 14, 2024. On July 19, 2023, the Company entered into a merchant loan agreement with Cloudfund LLC, for proceeds of $ 199,774 276,040 76,266 4 On July 21, 2023, the Company entered into a merchant loan agreement with WebBank, on behalf of Shopify Inc., for proceeds of $ 260,000 283,400 23,400 17 On August 31, 2023, the Company entered into a merchant loan agreement with Curve Capital LLC, for proceeds of $ 225,000 306,000 81,000 6.12 On September 7, 2023, the Company closed a non-brokered private placement of convertible secured promissory notes in the aggregate principal amount of $ 239,130 239,129 220,000 On September 19, 2023, the Company refinanced a cash advance agreement with Click Capital Group LLC for additional proceeds of $ 150,550 310,000 403,000 93,000 5.96 On September 19, 2023, the Company refinanced a future receivables sale and purchase agreement with Fundonatic for additional proceeds of $ 150,550 310,000 403,000 93,000 5.96

CONVERTIBLE DEBENTURES

CONVERTIBLE DEBENTURES	6 Months Ended
	Jun. 30, 2023
Debt Disclosure [Abstract]
CONVERTIBLE DEBENTURES	9. CONVERTIBLE DEBENTURES SCHEDULE OF CONVERTIBLE DEBENTURES As of: June 30, 2023 December 31, 2022 Convertible Debenture $ 2,099,174 $ - D uring the six months ended June 30, 2023, the Company closed a non-brokered private placement of convertible secured promissory notes with a principal amount of $ 3,098,971 , and 3,098,971 Series 1 Shares. The Company received net proceeds of approximately $ 2,833,081 2,833,081 1,863,945 969,136 The convertible notes are due as follows: 50% is due 30 days after a Qualifying Transaction (that is, a merger, sale of the Company, initial public offering, or sale of equity instruments with gross proceeds of at least $ 3,000,000 8 10 6.00 If an event of default shall occur and be continuing, lenders holding greater than 50% of the aggregate principal amount of the convertible notes outstanding at such time may declare all the convertible notes to be in default, at which point the principal amount outstanding on the date of such written notice shall increase to 125% of the principal amount then outstanding, and the interest rate shall increase to 15% or the maximum rate permitted under applicable law until such event of default is cured, if capable of being cured. Additionally, if an event of default has occurred and is continuing without cure, at the end of each calendar month thereafter until the event of default has been cured, the lenders shall be entitled to sweep the cash received in the bank accounts of the Company and its subsidiaries in an aggregate amount equal to 20% of the consolidated revenue of the Company and its subsidiaries during such calendar month.

SHARE-BASED PAYMENTS

SHARE-BASED PAYMENTS	6 Months Ended
	Jun. 30, 2023
Equity [Abstract]
SHARE-BASED PAYMENTS	12. SHARE-BASED PAYMENTS As of June 30, 2023, 492,492 A summary of option activity for the six months ended June 30, 2023 is presented below. SUMMARY OF NON-EMPLOYEE OPTION ACTIVITY Weighted Average Weighted Remaining Average Contractual Number of Exercise Term Intrinsic Options Price (in Years) Value Balance, December 31, 2022 615,000 $ 2.59 3.61 $ 1,480,457 Granted - - - - Exercised - - - - Forfeited 25,833 3.92 - - Expired - - - - Balance, June 30, 2023 589,167 $ 2.53 3.10 $ 1,747,194 A summary of unvested options for the six months ended June 30, 2023 is presented below: SUMMARY OF UNVESTED NON EMPLOYEE OPTIONS Weighted Average Grant Number of Date Fair Value Options Per Share Unvested as of December 31, 2022 290,834 $ 3.13 Granted - - Vested 168,333 2.61 Forfeited or expired 21,666 3.43 Exercised - - Unvested as of June 30, 2023 100,835 $ 3.95 The Company recognized $ 212,609 262,034 As of June 30, 2023, $ 324,574 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. The Company used the following approximate assumptions in connection with its estimation of fair value of Warrants: SCHEDULE OF VALUATION ASSUMPTIONS Assumptions 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 six months as of June 30, 2023 is presented below. There was no warrant activity for the six months ended June 30, 2022: SUMMARY OF WARRANT ACTIVITY Weighted Weighted Average Average Remaining Number of Exercise Life Warrants Price (in Years) Balance, December 31, 2022 500,620 $ 4.00 0.54 Issued - - - Exercised - - - Forfeited or expired - - - Balance, June 30, 2023 500,620 $ 4.00 0.58

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended	12 Months Ended
	Jun. 30, 2023	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 There is no anticipated impact from recently issued accounting pronouncements to the Company’s interim consolidated financial statements.	Recently Issued Accounting Pronouncements Financial Instruments - Credit Losses Financial Instruments – Credit Losses (Topic 326): Effective Date for Certain Entities
Unaudited Interim Financial Statements	Unaudited Interim Financial Statements The interim consolidated financial statements and the accompanying notes have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for a fair statement of the results of operations for the periods presented. The consolidated results of operations for any interim period are not necessarily indicative of the results to be expected for the full year or for any other future years or interim periods. The Company’s significant accounting policies are described in Note 2 to the Company’s consolidated financial statements as of December 31, 2022. There have been no material changes to the Company’s significant accounting policies.

INVENTORIES (Tables)

INVENTORIES (Tables)	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Inventory Disclosure [Abstract]
SCHEDULE OF INVENTORY	A summary of inventories is as follows: SCHEDULE OF INVENTORY As of: June 30, 2023 December 31, 2022 Raw materials $ 263,800 $ 176,440 Work in process - - Finished goods 1,021,030 836,359 Inventory $ 1,284,830 $ 1,012,799	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)	6 Months Ended	12 Months Ended
	Jun. 30, 2023	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 Prepaid expenses and deposits $ 213,888 $ 238,467	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)	6 Months Ended	12 Months Ended
	Jun. 30, 2023	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: June 30, 2023 December 31, 2022 Facility $ 576,309 $ 576,309 Equipment 415,405 404,789 Computer equipment 13,841 10,776 Property and equipment, gross 13,841 10,776 Less: accumulated depreciation (57,232 ) (3,492 ) Property and equipment, net $ 948,323 $ 988,382	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)	6 Months Ended	12 Months Ended
	Jun. 30, 2023	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: June 30, 2023 December 31, 2022 Website development costs $ 183,317 $ 178,918 Less: accumulated amortization (81,564 ) (47,342 ) Intangible assets $ 101,753 $ 131,576	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)	6 Months Ended	12 Months Ended
	Jun. 30, 2023	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: June 30, 2023 December 31, 2022 Line of credit $ 35,501 $ 134,210 Merchant loan 248,066 319,742 Revenue purchase agreement 403,141 164,636 Bridge loan 4,384 184,154 Insurance financing 89,039 225,000 TruMed acquisition note payable - 70,000 Loans and note payable, net $ 780,131 $ 1,097,742	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)	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
COMPONENTS OF LEASE EXPENSE	For the six months ended June 30, 2023 and 2022, 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 2023 2022 Operating lease costs $ 40,459 $ 19,068	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 June 30, 2023 are as follows: SCHEDULE OF FUTURE MATURITIES OF CONTRACTUAL LEASE PAYMENTS As of June 30, 2023: Total Remainder of 2023 $ 40,675 2024 70,546 2025 38,136 2026 38,136 Thereafter 12,712 Total 200,205 Less: amount representing interest (30,779 ) Total $ 169,426	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 Remainder of 2023 $ 60,330 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

SHAREHOLDERS_ EQUITY (Tables)

SHAREHOLDERS’ EQUITY (Tables)	6 Months Ended	12 Months Ended
	Jun. 30, 2023	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 NON-EMPLOYEE OPTION ACTIVITY	A summary of option activity for the six months ended June 30, 2023 is presented below. SUMMARY OF NON-EMPLOYEE OPTION ACTIVITY Weighted Average Weighted Remaining Average Contractual Number of Exercise Term Intrinsic Options Price (in Years) Value Balance, December 31, 2022 615,000 $ 2.59 3.61 $ 1,480,457 Granted - - - - Exercised - - - - Forfeited 25,833 3.92 - - Expired - - - - Balance, June 30, 2023 589,167 $ 2.53 3.10 $ 1,747,194	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 NON-EMPLOYEE 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 NON EMPLOYEE OPTIONS	A summary of unvested options for the six months ended June 30, 2023 is presented below: SUMMARY OF UNVESTED NON EMPLOYEE OPTIONS Weighted Average Grant Number of Date Fair Value Options Per Share Unvested as of December 31, 2022 290,834 $ 3.13 Granted - - Vested 168,333 2.61 Forfeited or expired 21,666 3.43 Exercised - - Unvested as of June 30, 2023 100,835 $ 3.95	A summary of unvested options for the year ended December 31, 2022, is presented below: SUMMARY OF UNVESTED NON EMPLOYEE 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 six months as of June 30, 2023 is presented below. There was no warrant activity for the six months ended June 30, 2022: SUMMARY OF WARRANT ACTIVITY Weighted Weighted Average Average Remaining Number of Exercise Life Warrants Price (in Years) Balance, December 31, 2022 500,620 $ 4.00 0.54 Issued - - - Exercised - - - Forfeited or expired - - - Balance, June 30, 2023 500,620 $ 4.00 0.58	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 Assumptions Expected term (years) 2.00 Expected volatility 91.05 % Risk free interest rate 0.23 % Expected dividends 0.00 %	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 $ - $ -

CONVERTIBLE DEBENTURES (Tables)

CONVERTIBLE DEBENTURES (Tables)	6 Months Ended
	Jun. 30, 2023
Debt Disclosure [Abstract]
SCHEDULE OF CONVERTIBLE DEBENTURES	SCHEDULE OF CONVERTIBLE DEBENTURES As of: June 30, 2023 December 31, 2022 Convertible Debenture $ 2,099,174 $ -

SHARE-BASED PAYMENTS (Tables)

SHARE-BASED PAYMENTS (Tables)	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Accumulated Other Comprehensive Income (Loss) [Line Items]
SUMMARY OF NON-EMPLOYEE OPTION ACTIVITY	A summary of option activity for the six months ended June 30, 2023 is presented below. SUMMARY OF NON-EMPLOYEE OPTION ACTIVITY Weighted Average Weighted Remaining Average Contractual Number of Exercise Term Intrinsic Options Price (in Years) Value Balance, December 31, 2022 615,000 $ 2.59 3.61 $ 1,480,457 Granted - - - - Exercised - - - - Forfeited 25,833 3.92 - - Expired - - - - Balance, June 30, 2023 589,167 $ 2.53 3.10 $ 1,747,194	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 NON-EMPLOYEE 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 NON EMPLOYEE OPTIONS	A summary of unvested options for the six months ended June 30, 2023 is presented below: SUMMARY OF UNVESTED NON EMPLOYEE OPTIONS Weighted Average Grant Number of Date Fair Value Options Per Share Unvested as of December 31, 2022 290,834 $ 3.13 Granted - - Vested 168,333 2.61 Forfeited or expired 21,666 3.43 Exercised - - Unvested as of June 30, 2023 100,835 $ 3.95	A summary of unvested options for the year ended December 31, 2022, is presented below: SUMMARY OF UNVESTED NON EMPLOYEE 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
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 WARRANT ACTIVITY	A summary of the warrant activity during the six months as of June 30, 2023 is presented below. There was no warrant activity for the six months ended June 30, 2022: SUMMARY OF WARRANT ACTIVITY Weighted Weighted Average Average Remaining Number of Exercise Life Warrants Price (in Years) Balance, December 31, 2022 500,620 $ 4.00 0.54 Issued - - - Exercised - - - Forfeited or expired - - - Balance, June 30, 2023 500,620 $ 4.00 0.58	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
Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
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 Assumptions Expected term (years) 2.00 Expected volatility 91.05 % Risk free interest rate 0.23 % Expected dividends 0.00 %	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 %

ORGANIZATION (Details Narrative

ORGANIZATION (Details Narrative)						6 Months Ended		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	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($) 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			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		$ 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			196,400							1,003,012	0.2
Share price | $ / shares														$ 2
Business acquisition, total consideration | $				$ 162,500
Shares, new issues							196,400	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	Jan. 31, 2022
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 ($)	Jun. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Inventory Disclosure [Abstract]
Raw materials	$ 263,800	$ 176,440	$ 97,636
Work in process
Finished goods	1,021,030	836,359
Inventory	$ 1,284,830	$ 1,012,799	$ 97,636

SCHEDULE OF PREPAID EXPENSES AN

SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Prepaid Expenses And Other Current Assets
Prepaid expenses and deposits	$ 213,888	$ 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	$ 213,888	$ 238,467	$ 539,592

SCHEDULE OF PROPERTY AND EQUIPM

SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Less: accumulated depreciation	$ (57,232)	$ (3,492)	$ (1,367)
Property and equipment, net	948,323	988,382	9,595
Facility [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	576,309	576,309
Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	415,405	404,789
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 13,841	$ 10,776	$ 10,962

PROPERTY AND EQUIPMENT (Details

PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)	Jun. 30, 2023	Dec. 31, 2022	Jun. 30, 2022	Dec. 31, 2021
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 53,611	$ 2,182	$ 1,098	$ 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 ($)	Jun. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Website development costs	$ 183,317	$ 178,918	$ 189,956
Less: accumulated amortization	(81,564)	(47,342)
Intangible assets	$ 101,753	$ 131,576	$ 189,956

INTANGIBLE ASSETS (Details Narr

INTANGIBLE ASSETS (Details Narrative) - USD ($)	6 Months Ended		12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of intangible assets	$ 32,542	$ 16,353	$ 49,411	$ 0

SCHEDULE OF LOANS AND NOTES PAY

SCHEDULE OF LOANS AND NOTES PAYABLE (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Loans and note payable, net	$ 780,131	$ 1,097,742
Line of Credit [Member]
Debt Instrument [Line Items]
Loans and note payable, net	35,501	134,210
Merchant Loan [Member]
Debt Instrument [Line Items]
Loans and note payable, net	248,066	319,742
Revenue Purchase Agreement [Member]
Debt Instrument [Line Items]
Loans and note payable, net	403,141	164,636
Bridge Loan [Member]
Debt Instrument [Line Items]
Loans and note payable, net	4,384	184,154
Insurance Financing [Member]
Debt Instrument [Line Items]
Loans and note payable, net	89,039	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)												6 Months Ended	11 Months Ended	12 Months Ended
	Jun. 08, 2023 USD ($)	Jun. 08, 2023 USD ($)	May 18, 2023 USD ($)	Jan. 10, 2023 USD ($)	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 ($)	Jun. 30, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2022 USD ($)	Jun. 30, 2023 USD ($)	Jun. 28, 2023 USD ($)
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									$ 134,210
Carrying value of merchant loan					1,097,742									1,097,742	$ 780,131
Cash proceeds										$ 2,781,593	$ 3,504,346
Number shares issues, value												$ 974,435	1,478,582	974,435
Warrant [Member]
Debt Instrument [Line Items]
Warrants and rights outstanding										$ 500,620						$ 500,620
Revenue Purchase Agreements [Member]
Debt Instrument [Line Items]
Carrying value of merchant loan					164,636									164,636
Cash proceeds								$ 245,000
Daily repayments								$ 8,208
Percentage of sales adjusted								10%
Repayments of debt								$ 328,300
Loan Agreement [Member]
Debt Instrument [Line Items]
Daily repayments					20,736
Promissory Note [Member]
Debt Instrument [Line Items]
Paid partial payment of promissory note				$ 35,000
Promissory note new principal amount				37,868
Number shares issues, value				$ 37,868
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									319,742	248,066
Bridge Loan [Member]
Debt Instrument [Line Items]
Carrying value of merchant loan					184,154									184,154	4,384
Cash proceeds						$ 200,000
Daily repayments						2,092
Repayments of debt						$ 272,000
Insurance Financing [Member]
Debt Instrument [Line Items]
Carrying value of merchant loan					$ 225,000									$ 225,000	$ 89,039
Celtic Bank Corporation [Member]
Debt Instrument [Line Items]
Line of credit maximum draw amount									$ 200,000
Web Bank [Member] | Merchant Loan Agreement [Member]
Debt Instrument [Line Items]
Repayments of debt			$ 451,000
Proceeds from other debt			410,000
Borrowing			$ 41,000
Debt instrument, interest rate, stated percentage			17%
Fundonatic [Member] | Merchant Loan Agreement [Member]
Debt Instrument [Line Items]
Daily repayments	$ 1,950
Repayments of debt	292,500
Proceeds from other debt	225,000
Borrowing	67,500
Proceeds from loans payable		$ 225,000
Click Capital Group LLC [Member] | Merchant Loan Agreement [Member]
Debt Instrument [Line Items]
Daily repayments	1,950
Repayments of debt	292,500
Borrowing	$ 67,500

COMPONENTS OF LEASE EXPENSE (De

COMPONENTS OF LEASE EXPENSE (Details) - USD ($)	6 Months Ended		12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Operating lease costs	$ 40,459	$ 19,068	$ 128,983	$ 25,424

SCHEDULE OF FUTURE MATURITIES O

SCHEDULE OF FUTURE MATURITIES OF CONTRACTUAL LEASE PAYMENTS (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Remainder of 2023	$ 40,675	$ 60,330
Year One	70,546	80,313
Year Two	38,136	66,254
Year Three	38,136	38,136
Year Four		38,136
Year Five		9,534
Thereafter	12,712
Total	200,205	232,373
Less: amount representing interest	(30,779)	(35,793)
Total	$ 169,426	$ 196,580

COMMITMENTS AND CONTINGENCIES_2

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	Jun. 26, 2023	Dec. 31, 2022
Loss Contingencies [Line Items]
Weighted average discounting rate		10%
Milestone payment	$ 550,000
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	6 Months Ended	11 Months Ended	12 Months Ended
	Jun. 30, 2023	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%	0.23%
Expected term (years)	2 years	2 years
Expected volatility	91.05%	91.05%
Expected dividends	0%	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 NON-EMPLOYEE OPTION

SUMMARY OF NON-EMPLOYEE OPTION ACTIVITY (Details) - Non-Employee [Member] - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2023	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	615,000	475,000
Weighted Average Exercise Price, Beginning balance	$ 2.59	$ 1.90
Weighted Average Remaining Contractual Term (in Years), Beginning	3 years 1 month 6 days	3 years 7 months 9 days	4 years 4 months 28 days
Intrinsic Value, Beginning balance	$ 1,480,457	$ 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	(25,833)
Weighted Average Exercise Price, Forfeited	$ 3.92
Intrinsic Value, Forfeited
Number of Options, Expired
Weighted Average Exercise Price, Expired
Number of Options, Ending balance	589,167	615,000	475,000
Weighted Average Exercise Price, Ending balance	$ 2.53	$ 2.59	$ 1.90
Intrinsic Value, Ending balance	$ 1,747,194	$ 1,480,457	$ 288,788
Number of Options, Forfeited	25,833
Intrinsic Value, Expired

SUMMARY OF UNVESTED NON EMPLOYE

SUMMARY OF UNVESTED NON EMPLOYEE OPTIONS (Details) - Unvested Non Employee [Member] - $ / shares	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Number of Options Unvested, Beginning balance	290,834	292,500
Weighted Average Grant Date Fair Value, Beginning balance	$ 3.13	$ 1.80
Number of Options Unvested, Granted		140,000
Weighted Average Grant Date Fair Value, Granted		$ 5
Number of Options Unvested, Vested	(168,333)	(155,000)
Weighted Average Grant Date Fair Value, Vested	$ 2.61	$ 1.76
Number of Options Unvested, Forfeited or expired	(21,666)
Weighted Average Grant Date Fair Value, Forfeited or expired	$ 3.43
Number of Options Unvested, Exercised
Weighted Average Grant Date Fair Value, Exercised
Number of Options Unvested, Ending balance		277,500
Weighted Average Grant Date Fair Value, Ending balance		$ 3.44
Number of Options Unvested, Vested	168,333	155,000
Number of Options Unvested, Forfeited or expired	21,666
Number of Options Unvested, Ending balance	100,835	290,834
Weighted Average Grant Date Fair Value, Ending balance	$ 3.95	$ 3.13

SUMMARY OF WARRANT ACTIVITY (De

SUMMARY OF WARRANT ACTIVITY (Details) - Warrant [Member] - $ / shares	6 Months Ended	11 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Number of Warrants, Beginning balance	500,620
Weighted Average Exercise Price, Ending balance	$ 4		$ 4
Number of Warrants, Issued		500,620
Weighted Average Exercise Price, Issued		$ 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		500,620
Weighted Average Remaining Life (in Years)	6 months 29 days		6 months 14 days	8 months 12 days
Number of Warrants, Ending balance			500,620
Weighted Average Exercise Price, Ending balance	$ 4	$ 4	$ 4	$ 4
Weighted Average Exercise Price, Forfeited or expired
Number of Warrants, Ending balance	500,620	500,620	500,620	500,620

SUMMARY OF WARRANT INFORMATION

SUMMARY OF WARRANT INFORMATION (Details) - Warrant [Member] - $ / shares	6 Months Ended	11 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2021	Dec. 31, 2022
Weighted Average Exercise Price		$ 4	$ 4
Number of Warrants			5,006,204
Weighted Average Remaining Life (in Years)			8 months 12 days
Number of Warrants, Exercisable			5,006,204

SHAREHOLDERS_ EQUITY (Details N

SHAREHOLDERS’ EQUITY (Details Narrative)									6 Months Ended		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 ($) shares	Jul. 14, 2021 USD ($) shares	Jul. 14, 2021 CAD ($) shares	Mar. 04, 2021 USD ($)	Mar. 04, 2021 CAD ($) $ / shares shares	Jun. 30, 2023 USD ($) shares	Jun. 30, 2022 USD ($) shares	Dec. 31, 2021 USD ($) shares	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) shares	Jun. 28, 2023 USD ($)	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									3,098,971			0
Preferred Stock, Shares Outstanding									3,098,971			0
Dividends Payable, Amount Per Share | $ / shares												$ 0
Preferred stock voting rights												No
Common stock, shares outstanding	63,513,530								6,351,354		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	1,001,242					162,600
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								10,000
Debt conversion, shares issued, amount | $		$ 50,000
Maximum percentage of issued and outstanding shares												10%
Nonbrokered Private Placement [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Proceeds from issuance of debt | $									$ 2,833,081
Debt instrument, face amount | $									$ 3,098,971
Debt conversion, converted instrument, shares issued									3,098,971
Debt conversion, description									(1) the number of Series 1 Shares converted (multiplied by 60% if the initial public offering occurs within six months of the issuance of the Series 1 Shares), divided by (2) the conversion price. The conversion price is the lesser of (1) $6.00, and (2) (if applicable) the greater of (a) 80% of the initial public offering price and (b) $3.00.
Non-Employee [Member] | Selling, General and Administrative Expenses [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based compensation expense | $									$ 212,609	$ 262,034		$ 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									492,492			350,883
Time Options [Member] | Non-Employee [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unrecognized compensation expense | $									$ 324,574			$ 583,913
Common Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares issued								1,003,012		196,400							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	500,620
Share price | $ / shares																$ 3.50
Issued in period				1,001,242	1,001,242	1,001,242
Proceeds from issuance of warrants | $						$ 3,504,346
Warrants and rights outstanding | $				$ 500,620	$ 500,620									$ 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 ($)	6 Months Ended		11 Months Ended		12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	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	$ 4,429,438	$ 534,091	$ 4,429,438	$ 534,091
Operating Loss Carryforwards, Limitations on Use		The U.S. 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	$ 2,534,234	$ 943,365	$ 2,534,234	$ 943,365
Operating Loss Carryforwards, Limitations on Use		the Canadian net operating losses shall begin to expire in 2041
CANADA
Operating Loss Carryforwards [Line Items]
Corporate statutory rate			23%	23%

RELATED PARTIES (Details Narrat

RELATED PARTIES (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2022	Jun. 30, 2023	Dec. 31, 2021
Related Party Transaction [Line Items]
Related party, expenses	$ 1,600,000
Related party balance	2,532,690	$ 2,314,215	$ 436,011
Related party debt	50,500
Cory Rosenberg [Member]
Related Party Transaction [Line Items]
Advertising Expense	643,407
Andrew Roda [Member]
Related Party Transaction [Line Items]
Advertising Expense	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
Related Party [Member]
Related Party Transaction [Line Items]
Related party balance	$ 686,476	$ 408,893

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - USD ($)

6 Months Ended

11 Months Ended

12 Months Ended

Sep. 19, 2023

Sep. 07, 2023

Aug. 31, 2023

Jul. 21, 2023

Jul. 19, 2023

Jun. 08, 2023

Jun. 08, 2023

May 18, 2023

Apr. 28, 2023

Jan. 10, 2023

Jan. 09, 2023

Jan. 03, 2023

Apr. 20, 2022

Mar. 04, 2022

Feb. 02, 2022

Jun. 30, 2023

Dec. 31, 2021

Dec. 31, 2022

Jun. 28, 2023

Mar. 31, 2023

Feb. 06, 2023

Subsequent Event [Line Items]

Preferred stock, shares issued

3,098,971

0

Proceeds from investors

$ 813,000

$ 890,500

$ 982,000

$ 1,478,582

Convertible Secured Promissory Notes [Member] | Forecast [Member]

Subsequent Event [Line Items]

Debt instrument face amount

$ 239,130

Preferred stock, shares issued

239,129

Proceeds from investors

$ 220,000

Promissory Note [Member]

Subsequent Event [Line Items]

Debt instrument face amount

$ 37,868

Paid partial payment of promissory note

35,000

Merchant Loan Agreement [Member] | Web Bank [Member]

Subsequent Event [Line Items]

Repayments of debt

$ 451,000

Proceeds from other debt

410,000

Borrowing

$ 41,000

Debt instrument, interest rate, stated percentage

17%

Merchant Loan Agreement [Member] | Fundonatic [Member]

Subsequent Event [Line Items]

Repayments of debt

$ 292,500

Proceeds from other debt

225,000

Borrowing

67,500

Daily repayments

1,950

Proceeds from Bank Debt

$ 225,000

Nonbrokered Private Placement [Member]

Subsequent Event [Line Items]

Debt instrument face amount

$ 3,098,971

Debt conversion, converted instrument, shares issued

3,098,971

Subsequent Event [Member]

Subsequent Event [Line Items]

Proceeds from other debt

225,000

$ 410,000

Repayments of Other Debt

292,500

451,000

Borrowing

67,500

$ 41,000

Daily repayments

1,950

Class of Warrant or Right, Outstanding

500,620

Subsequent Event [Member] | Convertible Secured Promissory Notes [Member]

Subsequent Event [Line Items]

Debt instrument face amount

$ 239,130

Preferred stock, shares issued

239,129

Proceeds from investors

$ 220,000

Subsequent Event [Member] | Click Captial Group LLC [Member]

Subsequent Event [Line Items]

Proceeds from other debt

225,000

Repayments of Other Debt

292,500

Borrowing

67,500

Daily repayments

$ 1,950

Subsequent Event [Member] | Promissory Note [Member]

Subsequent Event [Line Items]

Debt instrument face amount

37,868

Paid partial payment of promissory note

$ 35,000

Repayments of debt

$ 37,868

Subsequent Event [Member] | Merchant Loan Agreement [Member] | Web Bank [Member]

Subsequent Event [Line Items]

Repayments of debt

$ 283,400

Proceeds from other debt

260,000

Borrowing

$ 23,400

Debt instrument, interest rate, stated percentage

17%

Proceeds from Bank Debt

$ 260,000

Subsequent Event [Member] | Merchant Loan Agreement [Member] | Cloudfund LLC [Member]

Subsequent Event [Line Items]

Repayments of debt

$ 276,040

Proceeds from other debt

199,774

Borrowing

$ 76,266

Debt instrument, interest rate, stated percentage

4%

Subsequent Event [Member] | Merchant Loan Agreement [Member] | Curve Capital LLC [Member]

Subsequent Event [Line Items]

Repayments of debt

$ 306,000

Proceeds from other debt

225,000

Borrowing

$ 81,000

Debt instrument, interest rate, stated percentage

6.12%

Subsequent Event [Member] | Cash Advance Agreement [Member] | Click Captial Group LLC [Member]

Subsequent Event [Line Items]

Repayments of debt

$ 403,000

Proceeds from other debt

150,550

Borrowing

$ 93,000

Debt instrument, interest rate, stated percentage

5.96%

Refinanced facility

$ 310,000

Subsequent Event [Member] | Sale and Purchase Agreement [Member] | Fundonatic [Member]

Subsequent Event [Line Items]

Repayments of debt

403,000

Proceeds from other debt

150,550

Borrowing

$ 93,000

Debt instrument, interest rate, stated percentage

5.96%

Refinanced facility

$ 310,000

Subsequent Event [Member] | Cory J Rosenberg [Member]

Subsequent Event [Line Items]

Debt instrument face 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]

Debt instrument face 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]

Debt instrument face 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

SCHEDULE OF CONVERTIBLE DEBENTU

SCHEDULE OF CONVERTIBLE DEBENTURES (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Debt Disclosure [Abstract]
Convertible Debenture	$ 2,099,174

CONVERTIBLE DEBENTURES (Details

CONVERTIBLE DEBENTURES (Details Narrative)			6 Months Ended
	Jul. 14, 2021 USD ($)	Jul. 14, 2021 CAD ($)	Jun. 30, 2023 USD ($) $ / shares shares
Debt Instrument [Line Items]
Proceeds from Issuance of Debt	$ 2,781,593	$ 3,504,346
Conversion price per share | $ / shares			$ 6
Debt instrument description			If an event of default shall occur and be continuing, lenders holding greater than 50% of the aggregate principal amount of the convertible notes outstanding at such time may declare all the convertible notes to be in default, at which point the principal amount outstanding on the date of such written notice shall increase to 125% of the principal amount then outstanding, and the interest rate shall increase to 15% or the maximum rate permitted under applicable law until such event of default is cured, if capable of being cured. Additionally, if an event of default has occurred and is continuing without cure, at the end of each calendar month thereafter until the event of default has been cured, the lenders shall be entitled to sweep the cash received in the bank accounts of the Company and its subsidiaries in an aggregate amount equal to 20% of the consolidated revenue of the Company and its subsidiaries during such calendar month.
Minimum [Member]
Debt Instrument [Line Items]
Debt instrument interest rate			8%
Maximum [Member]
Debt Instrument [Line Items]
Debt instrument interest rate			10%
Nonbrokered Private Placement [Member]
Debt Instrument [Line Items]
Promissory note new principal amount			$ 3,098,971
Debt Conversion, Converted Instrument, Shares Issued | shares			3,098,971
Proceeds from Issuance of Debt			$ 2,833,081
Convertible Notes Payable, Noncurrent			1,863,945
Convertible Notes Payable			969,136
IPO [Member]
Debt Instrument [Line Items]
Gross proceeds form sale of equity instruments			$ 3,000,000

SHARE-BASED PAYMENTS (Details N

SHARE-BASED PAYMENTS (Details Narrative)			6 Months Ended		12 Months Ended
	Jul. 14, 2021 USD ($) shares	Jul. 14, 2021 CAD ($) shares	Jun. 30, 2023 USD ($) shares	Jun. 30, 2022 USD ($)	Dec. 31, 2022 USD ($) shares	Dec. 31, 2021 USD ($)	Jun. 28, 2023 USD ($)	Mar. 04, 2022 $ / shares	Feb. 02, 2022 $ / shares	Jul. 14, 2021 $ / shares	Jan. 21, 2021 $ / shares
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share price | (per share)								$ 5	$ 5	$ 3.50	$ 0.05
Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share based compensation number of shares issued | shares	1,001,242	1,001,242
Share price | $ / shares										$ 3.50
Proceeds from issuance of warrants		$ 3,504,346
Warrants and rights outstanding	$ 500,620						$ 500,620
Non-Employee [Member] | Selling, General and Administrative Expenses [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share-based compensation expense			$ 212,609	$ 262,034	$ 498,450	$ 355,334
Time Options [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of vested shares | shares			492,492		350,883
Time Options [Member] | Non-Employee [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Unrecognized compensation expense			$ 324,574		$ 583,913