Pioneer Green Farms (PGFF) 10-Q 15 May 23 2023 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2023	May 10, 2023
Document and Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2023
Document Transition Report	false
Entity File Number	333-262600
Entity Registrant Name	Pioneer Green Farms, Inc.
Entity Incorporation, State or Country Code	FL
Entity Tax Identification Number	83-3417168
Entity Address, Address Line One	1301 10th Avenue, East, Suite G
Entity Address, City or Town	Palmetto
Entity Address State Or Province	FL
Entity Address, Postal Zip Code	34221
City Area Code	727
Local Phone Number	304-8003
Title of 12(b) Security	Common stock, $0.00001 par value per share
Trading Symbol	N/A
Security Exchange Name	NONE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	true
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		23,506,300
Entity Central Index Key	0001902700
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
Amendment Flag	false

Balance Sheets

Balance Sheets - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Current assets
Cash and cash equivalents	$ 1,834	$ 11,532
Inventory	26,358	20,908
Total current assets	28,192	32,440
Property and equipment, net	387,382	389,768
Lease right of use, net	188,199	190,314
Total assets	603,773	612,522
Current liabilities
Accounts payable	51,798	48,504
Accruals and other current liabilities	75,827	75,397
Related party loans	382,513	321,214
Land purchase notes payable, net	296,500	287,500
Short-term portion of lease payable	684	579
Total current liabilities	807,322	733,194
Long-term portion of lease liability	209,830	210,029
Total liabilities	1,017,152	943,223
Commitments and Contingencies (Note 6)
Shareholders' Equity (Deficit)
Common stock, 100,000,000 shares authorized, $0.00001 par value, 23,506,300 and 23,120,000 issued and outstanding at March 31, 2023 and December 31, 2022, respectively	235	231
Additional paid in capital	901,984	845,538
Subscriptions for stock to be issued		43,650
Accumulated deficit	(1,315,598)	(1,220,120)
Total shareholders' equity (deficit)	(413,379)	(330,701)
Total liabilities and shareholders' deficit	$ 603,773	$ 612,522

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
Balance Sheets
Common stock, shares authorized	100,000,000	100,000,000
Common stock, par value	$ 0.00001	$ 0.00001
Common stock, shares issued	23,506,300	23,120,000
Common stock, shares outstanding	23,506,300	23,120,000

Statements of Operations

Statements of Operations - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
General and administrative expenses
Labor and management	$ 44,664	$ 32,950
General and administration	38,523	117,461
Depreciation and amortization	2,386	2,452
Total expenses	85,573	152,863
Operating loss	(85,573)	(152,863)
Interest expense	9,905	20,002
Loss before income taxes	(95,478)	(172,865)
Net loss	$ (95,478)	$ (172,865)
Weighted average shares, basic	23,344,607	21,460,542
Weighted average shares, diluted	23,344,607	21,460,542
Loss per share - basic	$ 0	$ (0.01)
Loss per share - diluted	$ 0	$ (0.01)

Statement of Changes in Shareho

Statement of Changes in Shareholders' Equity (Deficit) - USD ($)	Common stock	Additional Paid in Capital	Stock to be Issued	Accumulated deficit	Total
Beginning balance at Dec. 31, 2021	$ 210	$ 631,290		$ (595,650)	$ 35,850
Beginning balance, shares at Dec. 31, 2021	20,967,000
Increase (Decrease) Changes in Members' and Shareholders' Equity (Deficit)
Stock issued for cash	$ 8	84,261			84,269
Stock issued for cash, shares	840,000
Stock issued for debt	$ 12	119,988			120,000
Stock issued for debt, shares	1,200,000
Net loss				(172,865)	(172,865)
Ending balance at Mar. 31, 2022	$ 230	835,539		(768,515)	67,254
Ending balance, shares at Mar. 31, 2022	23,007,000
Beginning balance at Dec. 31, 2022	$ 231	845,538	$ 43,650	(1,220,120)	$ (330,701)
Beginning balance, shares at Dec. 31, 2022	23,120,000				23,120,000
Increase (Decrease) Changes in Members' and Shareholders' Equity (Deficit)
Stock issued for cash	$ 2	12,798			$ 12,800
Stock issued for cash, shares	210,500				210,500
Stock to be issued	$ 2	43,648	$ (43,650)
Stock to be issued (in shares)	175,800				175,800
Net loss				(95,478)	$ (95,478)
Ending balance at Mar. 31, 2023	$ 235	$ 901,984		$ (1,315,598)	$ (413,379)
Ending balance, shares at Mar. 31, 2023	23,506,300				23,506,300

Statements of Cash Flows

Statements of Cash Flows - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Cash used in Operating activities
Net Loss	$ (95,478)	$ (172,865)
Items not affecting cash:
Depreciation and amortization	2,386	2,452
Interest amortization	10,000	20,000
Changes in non-cash working capital:
Inventory	(5,450)	(1,920)
Prepaid expenses and other assets		41,000
Right of use asset	2,115	2,564
Accounts payable and accrued liabilities	3,294	13,534
Other current liabilities	429	43,583
Lease liability	(94)	2
Net cash flows from operating activities	(82,798)	(51,650)
Investing activities
Purchase of Assets		(337,225)
Net cash flows from investing activities		(337,225)
Financing activities
Proceeds from long term debt		360,000
Repayments on long term debt	(1,000)
Advances from (repayments to) related parties	61,300	(93,359)
Proceeds from sale of stock	12,800	103,870
Net cash flows from financing activities	73,100	370,511
Decrease in cash during the year	(9,698)	(18,364)
Cash, beginning of the period	11,532	69,089
Cash, end of the period	1,834	50,725
Supplemental disclosures of non-cash investing and financing activities
Stock issued for debt		$ 1,200,000
Stock issued for registration statement	$ 43,650

ORGANIZATION AND NATURE OF BUSI

ORGANIZATION AND NATURE OF BUSINESS	3 Months Ended
	Mar. 31, 2023
ORGANIZATION AND NATURE OF BUSINESS
ORGANIZATION AND NATURE OF BUSINESS	NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS Pioneer Green Farms LLC (the “Company”) was established in the State of Florida on January 25, 2019, to start business operations in the agricultural segment of growing hemp products. The Company realized its first harvest in 2021. The crops grown by the Company will be processed into non-THC hemp oil to be sold to third party manufacturers, wholesalers, and retailers. On May 10, 2021, the Company was converted to a Florida corporation and changed its name to Pioneer Green Farms, Inc.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The interim financial statements of Pioneer Green Farms are unaudited. These Financial Statements include all adjustments, consisting only of normal recurring adjustments, considered necessary by management to fairly state the Company’s results of operations, financial position, and cash flows. The results reported in these Financial Statements are not necessarily indicative of the results that may be expected for the entire year. The 2022 year-end balance sheet data was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America (GAAP). Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. Accounts Receivable The Company records accounts receivable at the time products and services are delivered. An allowance for losses is established through a provision for losses charged to expenses. Receivables are charged against the allowance for losses when management believes collectability is unlikely. The allowance (if any) is an amount that management believes will be adequate to absorb estimated losses on existing receivables, based on evaluation of the collectability of the accounts and prior loss experience. No allowance for doubtful accounts was recorded for the periods ended March 31, 2023 and December 31, 2022 Inventories Inventories are stated at the lower of cost or market. The Company also determines a reserve for excess and obsolete inventory based on historical usage and projecting the year in which inventory will be consumed into a finished product. The valuation of inventories requires management to make significant assumptions, including the assessment of market value by inventory category considering historical usage, future usage and market demand for their products, and qualitative judgments related to discontinued, slow moving and obsolete inventories. Seeds purchased and not planted at period end are recorded as inventory at the cost of the seeds. Crops in the field are not valued separately. The costs to plant seeds are expenses as incurred. Only after harvesting, drying, and extracting the oil is an inventory recorded for the cost of extracting and packaging the oil. Property and equipment Property and equipment are carried at cost less accumulated depreciation. Depreciation is provided over the assets’ estimated useful lives, using the straight-line method. The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the statement of income. The cost of maintenance and repairs is charged to the statement of income as incurred, whereas significant renewals and betterments are capitalized. Depreciation, Amortization, and Capitalization The Company records depreciation and amortization when appropriate using the straight-line balance method over the estimated useful life of the assets. The Company estimates that the useful life of its buildings and improvements is 15 years and of its machinery and equipment is three Impairment of Long-lived Assets Long-lived assets such as property, equipment and identifiable intangibles are reviewed for impairment at least annually or whenever facts and circumstances indicate that the carrying value may not be recoverable. When required, impairment losses on assets to be held and used are recognized based on the fair value of the asset. The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required. If the carrying amount of the long-lived asset is not recoverable, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset. The Company did not recognize an impairment loss during 2023. There was an asset impairment recognized during the latter part of 2022. Fair Value of Financial Instruments Accounting Standards Codification (“ASC”) 820 Fair Value Measurements and Disclosures These tiers include: Level 1: defined as observable inputs such as quoted prices in active markets; Level 2: defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3: defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. The carrying value of the Company’s cash, other current assets, accounts payable, accrued expenses and loan from shareholders approximates its fair value due to their short-term maturity. Income Taxes The Company accounts for its income taxes in accordance with ASC 740 Income Taxes Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Update (ASU) 2014-09, Revenue from contracts with customers The Company only applies the five-step model to contracts when it is probably that the entity will collect the consideration it is entitled in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of Topic 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company’s performance obligations are transferred to customers at a point in time, typically upon delivery. Cost of Goods Sold Cost of goods sold includes direct costs of selling items, direct labor cost, processing, and packaging costs. Leases The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right of use (“ROU”) assets, and operating lease liabilities in our balance sheets. Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities in the balance sheets. Right of Use (ROU) assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the leases do not provide an implicit rate, the Company generally uses the incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Recent Accounting Pronouncements There have been no other recent accounting pronouncements or changes in accounting pronouncements during the year ended March 31, 2023, that are of significance or potential significance to the Company. Subsequent Events In accordance with SFAS 165 (ASC 855), Subsequent Events

GOING CONCERN

GOING CONCERN	3 Months Ended
	Mar. 31, 2023
GOING CONCERN
GOING CONCERN	NOTE 3 – GOING CONCERN The accompanying financial statements have been prepared in conformity with GAAP, which contemplate continuation of the Company as a going concern. However, the Company has minimal revenue and accumulated losses of $1,315,598 as of March 31, 2023. The Company has not completed its efforts to establish a stabilized source of revenue sufficient to cover operating costs over an extended period of time. Therefore, there is substantial doubt about the Company’s ability to continue as a going concern. Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company intends to position itself so that it will be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT	3 Months Ended
	Mar. 31, 2023
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT	NOTE 4 - PROPERTY AND EQUIPMENT The following is a summary of property and equipment and accumulated depreciation: ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, December 31, ​ 2023 2022 Greenhouses ​ $ 47,056 ​ $ 47,056 Land - Myakka farm ​ 319,401 ​ 319,401 Machinery and equipment ​ 36,382 ​ 36,382 ​ ​ 402,839 ​ 402,839 Accumulated depreciation ​ 15,457 ​ 13,071 ​ ​ $ 387,382 ​ $ 389,768 ​ Depreciation expense for the three months ended March 31, 2023 and 2022 were $2,386 and $2,452, respectively.

LAND PURCHASE NOTES PAYABLE

LAND PURCHASE NOTES PAYABLE	3 Months Ended
	Mar. 31, 2023
LAND PURCHASE NOTES PAYABLE
LAND PURCHASE NOTES PAYABLE	NOTE 5 – LAND PURCHASE NOTES PAYABLE During December 2021and January 2022, the Company collected $360,000 from 12 investors to purchase a second farm in Florida. The purchase closed in January 2022 and each investor received a promissory note for $30,000 and 100,000 shares of stock. The notes are payable within one year and the Company recorded $120,000 of prepaid interest on the issuance of the stock. As of March 31, 2023, $120,000 of the interest had been recognized. Repayments of $1,000 and $72,500 occurred during the three months ended March 31, 2023, and the year ended December 31, 2022, respectively.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Mar. 31, 2023
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES	NOTE 6 – COMMITMENTS AND CONTINGENCIES The Company elected to adopt the policy not to apply the recognition provisions to short term leases, therefore, lease payments under short term leases will be recognized on a straight-line basis over the lease term. As of July 1, 2020, the Company holds a 25-year lease to a 5-acre orange grove and out-buildings. The minimum rent for the property is $1,000 per month. The Company also has a management contract with the landowners, to provide labor and services, at $6,500 per month plus 10% of the gross sales, with conditions. Both the land lease and the management contract increase by 3% each year on July 1 The land lease has been capitalized, at July 1, 2020, as a right of use asset with an equal right of use liability using a discount rate of 6%. The initial present value of the right-of-use asset and liability was calculated During the three months ended March 31, 2023, the Company recorded $5,714 in lease expense for the land, $1,975 under month-to-month payments for an office lease and $5,100 in subsidy payments for a second office. Cash payments on the lease liability were $3,600. Lease expense will be $17,500 per year under this lease on a straight-line basis. Future minimum lease payments are as follows: ​ ​ ​ ​ ​ FY 2023 $ 9,739 FY 2024 ​ 13,309 FY 2025 ​ 13,709 FY 2026 ​ 14,120 FY 2027 ​ 15,773 Thereafter ​ 322,735 Total future minimum lease payments ​ 389,385 Less imputed interest ​ (178,871) Less current portion ​ (684) Long-term portion of lease liability ​ $ 209,830 ​ The Company has a cost sharing agreement with another company for office space in Palmetto, Florida. The Company’s portion of the rent, CAM and taxes is estimated to be $11,270 annually. The agreement started in March 2021 and can be changed or cancelled at any time. The Company has a cost sharing agreement with a related party to subsidize rent in the Bradenton area on a month-to-month basis. Total rent payments under this arrangement were $5,100 and $4.5000 for the three months ended March 31, 2023 and 2022, respectively.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	3 Months Ended
	Mar. 31, 2023
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 7 – RELATED PARTY TRANSACTIONS At March 31, 2023 and December 31, 2022 the Company owed $382,513 and $321,214 to related parties including companies controlled by the CEO and the CEO. These amounts are non-interest bearing and due upon demand.

SHAREHOLDERS' DEFICIT

SHAREHOLDERS' DEFICIT	3 Months Ended
	Mar. 31, 2023
SHAREHOLDERS' DEFICIT
SHAREHOLDERS' DEFICIT	NOTE 8 – SHAREHOLDERS’ DEFICIT On February 9, 2022, the Company filed a Form S-1 for registration under the Securities Act of 1933 and its application for a trading symbol is under review at FINRA as of December 31, 2022. As of December 31, 2022, the Company had collected $43,650 in proceeds from the sale of 175,800 of the registered shares, but had not issued the shares pending the trading symbol approval. These funds are reported as Common stock to be issued. During the three months ended March 31, 2023, the Company issued 175,800 shares for the S-1 stock to be issued and 210,500 shares for $12,800 in additional cash. At March 31, 2023 the outstanding shares totaled 23,506,300.

INCOME TAXES

INCOME TAXES	3 Months Ended
	Mar. 31, 2023
INCOME TAXES
INCOME TAXES	NOTE 9 – INCOME TAXES The Company elected to be taxed as a corporation and adopted the provisions of uncertain tax positions as addressed in ASC 740-10-65-1. As a result of the implementation of ASC 740-10-65-1, the Company recognized no increase in the liability for unrecognized tax benefits. The Company has no tax position at March 31, 2023 or December 31, 2022 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The Company does not recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. No such interest or penalties were recognized during the period presented. The Company had no accruals for interest and penalties at March 31, 2023 or December 31, 2022. The Company’s utilization of any net operating loss carry forward may be unlikely as a result of its intended activities. The components of the Company’s deferred tax asset and reconciliation of income taxes computed at the new federal and state statutory rate of 25.3% to the income tax amount recorded as of March 31, 2023 and December 31, 2022 are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2023 December 31, 2022 Accumulated loss ​ $ 1,315,598 ​ $ 1,220,120 ​ Book tax differences – stock-based comp ​ (113,500) ​ (113,500) ​ Net operating loss and carryforwards ​ $ 1,202,098 ​ $ 1,106,620 ​ Effective tax rate ​ 25.3 % 25.3 % Deferred tax asset, rounded ​ 304,000 ​ 280,000 ​ Less: Valuation allowance, rounded ​ (304,000) ​ (280,000) ​ Net deferred asset ​ $ — ​ $ — ​ ​

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2023
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 10 – SUBSEQUENT EVENTS In April 2023, the Company received loans in the amount of $50,000 from a shareholder.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation	Basis of presentation The interim financial statements of Pioneer Green Farms are unaudited. These Financial Statements include all adjustments, consisting only of normal recurring adjustments, considered necessary by management to fairly state the Company’s results of operations, financial position, and cash flows. The results reported in these Financial Statements are not necessarily indicative of the results that may be expected for the entire year. The 2022 year-end balance sheet data was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America (GAAP).
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents.
Accounts Receivable	Accounts Receivable The Company records accounts receivable at the time products and services are delivered. An allowance for losses is established through a provision for losses charged to expenses. Receivables are charged against the allowance for losses when management believes collectability is unlikely. The allowance (if any) is an amount that management believes will be adequate to absorb estimated losses on existing receivables, based on evaluation of the collectability of the accounts and prior loss experience. No allowance for doubtful accounts was recorded for the periods ended March 31, 2023 and December 31, 2022
Inventories	Inventories Inventories are stated at the lower of cost or market. The Company also determines a reserve for excess and obsolete inventory based on historical usage and projecting the year in which inventory will be consumed into a finished product. The valuation of inventories requires management to make significant assumptions, including the assessment of market value by inventory category considering historical usage, future usage and market demand for their products, and qualitative judgments related to discontinued, slow moving and obsolete inventories. Seeds purchased and not planted at period end are recorded as inventory at the cost of the seeds. Crops in the field are not valued separately. The costs to plant seeds are expenses as incurred. Only after harvesting, drying, and extracting the oil is an inventory recorded for the cost of extracting and packaging the oil.
Property and equipment	Property and equipment Property and equipment are carried at cost less accumulated depreciation. Depreciation is provided over the assets’ estimated useful lives, using the straight-line method. The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the statement of income. The cost of maintenance and repairs is charged to the statement of income as incurred, whereas significant renewals and betterments are capitalized.
Depreciation, Amortization, and Capitalization	Depreciation, Amortization, and Capitalization The Company records depreciation and amortization when appropriate using the straight-line balance method over the estimated useful life of the assets. The Company estimates that the useful life of its buildings and improvements is 15 years and of its machinery and equipment is three
Impairment of Long-lived Assets	Impairment of Long-lived Assets Long-lived assets such as property, equipment and identifiable intangibles are reviewed for impairment at least annually or whenever facts and circumstances indicate that the carrying value may not be recoverable. When required, impairment losses on assets to be held and used are recognized based on the fair value of the asset. The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required. If the carrying amount of the long-lived asset is not recoverable, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset. The Company did not recognize an impairment loss during 2023. There was an asset impairment recognized during the latter part of 2022.
Fair Value of Financial Instruments	Fair Value of Financial Instruments Accounting Standards Codification (“ASC”) 820 Fair Value Measurements and Disclosures These tiers include: Level 1: defined as observable inputs such as quoted prices in active markets; Level 2: defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3: defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. The carrying value of the Company’s cash, other current assets, accounts payable, accrued expenses and loan from shareholders approximates its fair value due to their short-term maturity.
Income Taxes	Income Taxes The Company accounts for its income taxes in accordance with ASC 740 Income Taxes
Revenue Recognition	Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Update (ASU) 2014-09, Revenue from contracts with customers The Company only applies the five-step model to contracts when it is probably that the entity will collect the consideration it is entitled in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of Topic 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company’s performance obligations are transferred to customers at a point in time, typically upon delivery.
Cost of Goods Sold	Cost of Goods Sold Cost of goods sold includes direct costs of selling items, direct labor cost, processing, and packaging costs.
Leases	Leases The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right of use (“ROU”) assets, and operating lease liabilities in our balance sheets. Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities in the balance sheets. Right of Use (ROU) assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the leases do not provide an implicit rate, the Company generally uses the incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease. Lease expense for lease payments is recognized on a straight-line basis over the lease term.
Recent Accounting Pronouncements	Recent Accounting Pronouncements There have been no other recent accounting pronouncements or changes in accounting pronouncements during the year ended March 31, 2023, that are of significance or potential significance to the Company.
Subsequent Events	Subsequent Events In accordance with SFAS 165 (ASC 855), Subsequent Events

PROPERTY AND EQUIPMENT (Tables)

PROPERTY AND EQUIPMENT (Tables)	3 Months Ended
	Mar. 31, 2023
PROPERTY AND EQUIPMENT
Summary of property and equipment and accumulated depreciation	​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, December 31, ​ 2023 2022 Greenhouses ​ $ 47,056 ​ $ 47,056 Land - Myakka farm ​ 319,401 ​ 319,401 Machinery and equipment ​ 36,382 ​ 36,382 ​ ​ 402,839 ​ 402,839 Accumulated depreciation ​ 15,457 ​ 13,071 ​ ​ $ 387,382 ​ $ 389,768 ​

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Tables)	3 Months Ended
	Mar. 31, 2023
COMMITMENTS AND CONTINGENCIES
Summary of future minimum lease payments	​ ​ ​ ​ ​ FY 2023 $ 9,739 FY 2024 ​ 13,309 FY 2025 ​ 13,709 FY 2026 ​ 14,120 FY 2027 ​ 15,773 Thereafter ​ 322,735 Total future minimum lease payments ​ 389,385 Less imputed interest ​ (178,871) Less current portion ​ (684) Long-term portion of lease liability ​ $ 209,830 ​

INCOME TAXES (Tables)

INCOME TAXES (Tables)	3 Months Ended
	Mar. 31, 2023
INCOME TAXES
Summary of components of Company's deferred tax asset and reconciliation of income taxes computed at new federal and state statutory rate to income tax amount recorded	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2023 December 31, 2022 Accumulated loss ​ $ 1,315,598 ​ $ 1,220,120 ​ Book tax differences – stock-based comp ​ (113,500) ​ (113,500) ​ Net operating loss and carryforwards ​ $ 1,202,098 ​ $ 1,106,620 ​ Effective tax rate ​ 25.3 % 25.3 % Deferred tax asset, rounded ​ 304,000 ​ 280,000 ​ Less: Valuation allowance, rounded ​ (304,000) ​ (280,000) ​ Net deferred asset ​ $ — ​ $ — ​

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	3 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Accounts Receivable
Allowance for doubtful accounts	$ 0	$ 0
Building and Improvements
Depreciation, Amortization, and Capitalization
Useful life (in years)	15 years
Machinery and equipment | Minimum
Depreciation, Amortization, and Capitalization
Useful life (in years)	3 years
Machinery and equipment | Maximum
Depreciation, Amortization, and Capitalization
Useful life (in years)	7 years

GOING CONCERN (Details)

GOING CONCERN (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
GOING CONCERN
Accumulated loss	$ 1,315,598	$ 1,220,120

PROPERTY AND EQUIPMENT (Details

PROPERTY AND EQUIPMENT (Details) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
PROPERTY AND EQUIPMENT
Gross	$ 402,839		$ 402,839
Accumulated depreciation	15,457		13,071
Net	387,382		389,768
Depreciation expense	2,386	$ 2,452
Greenhouses
PROPERTY AND EQUIPMENT
Gross	47,056		47,056
Land - Myakka farm
PROPERTY AND EQUIPMENT
Gross	319,401		319,401
Machinery and equipment
PROPERTY AND EQUIPMENT
Gross	$ 36,382		$ 36,382

LAND PURCHASE NOTES PAYABLE (De

LAND PURCHASE NOTES PAYABLE (Details)	1 Months Ended	2 Months Ended	3 Months Ended	12 Months Ended
	Jan. 31, 2022 USD ($) shares	Jan. 31, 2022 USD ($) item shares	Mar. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)
LAND PURCHASE NOTES PAYABLE
Amount collected from 12 investors		$ 360,000
Number of investors | item		12
Amount collected from each investor	$ 30,000
Number of shares received by each investor | shares	100,000	100,000
Notes payment period, maximum			1 year
Prepaid interest			$ 120,000
Interest recognized			120,000
Repayments			$ 1,000	$ 72,500

COMMITMENTS AND CONTINGENCIES_2

COMMITMENTS AND CONTINGENCIES (Details)		3 Months Ended
	Jul. 01, 2020 USD ($) a	Mar. 31, 2023 USD ($)	Mar. 31, 2022 USD ($)	Dec. 31, 2022 USD ($)
COMMITMENTS AND CONTINGENCIES
Term of operating lease (in years)	25 years
Area of orange grove and out-buildings leased (in acres) | a	5
Minimum rent for property per month	$ 1,000
Labor and service cost per month	$ 6,500
Percentage of gross sales payable	10%
Annual increase in land lease and management contract (in percent)	3%
Discount rate (in percent)	6%
Initial present value of lease liability	$ 211,460	$ 209,830		$ 210,029
Initial present value of right-of-use assets	$ 211,460	188,199		$ 190,314
Operating lease expense for land		5,714
Month-to-month payments for an office lease		1,975
Subsidy payments		5,100
Cash payments on lease liability		3,600
Lease expense per year		17,500
Company's portion of annual estimated rent, CAM and taxes for office space in Palmetto		11,270
Total rent payments		$ 5,100	$ 4.5000

COMMITMENTS AND CONTINGENCIES -

COMMITMENTS AND CONTINGENCIES - Future minimum lease payments (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022	Jul. 01, 2020
Future lease minimum payments
FY 2023	$ 9,739
FY 2024	13,309
FY 2025	13,709
FY 2026	14,120
FY 2027	15,773
Thereafter	322,735
Total future minimum lease payments	389,385
Less imputed interest	(178,871)
Less current portion	(684)	$ (579)
Long-term portion of lease liability	$ 209,830	$ 210,029	$ 211,460

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
RELATED PARTY TRANSACTIONS
Amount owed to related parties	$ 382,513	$ 321,214

SHAREHOLDERS' DEFICIT (Details)

SHAREHOLDERS' DEFICIT (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
SHAREHOLDERS' DEFICIT
Number of stock to be issued	175,800
Number of shares issued for cash	210,500
Proceeds from sale of stock	$ 12,800	$ 103,870
Common stock, shares outstanding	23,506,300		23,120,000
FINRA
SHAREHOLDERS' DEFICIT
Proceeds from sale of registered shares			$ 43,650
Sale of registered shares			175,800

INCOME TAXES - Unrecognized tax

INCOME TAXES - Unrecognized tax benefits (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
INCOME TAXES
Increase in liability for unrecognized tax benefits	$ 0
Tax position	0	$ 0
Interest or penalties recognized on tax position	0	0
Accruals for interest or penalties on tax position	$ 0	$ 0

INCOME TAXES - Components of Co

INCOME TAXES - Components of Company's deferred tax asset and reconciliation of income taxes computed at new federal and state statutory rate (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
INCOME TAXES
Accumulated loss	$ 1,315,598	$ 1,220,120
Book tax differences - stock-based comp	(113,500)	(113,500)
Net operating loss and carryforwards	$ 1,202,098	$ 1,106,620
Effective tax rate	25.30%	25.30%
Deferred tax asset, rounded	$ 304,000	$ 280,000
Less: Valuation allowance, rounded	$ (304,000)	$ (280,000)

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details)	1 Months Ended
	Apr. 30, 2023 USD ($)
Subsequent Event
SUBSEQUENT EVENTS
Loans received	$ 50,000