Resonate Blends (KOAN) 10-Q 14 Aug 23 2023 Q2 Quarterly report Financial data

Cover

Cover - shares	6 Months Ended
	Jun. 30, 2023	Aug. 14, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2023
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	000-21202
Entity Registrant Name	Resonate Blends, Inc.
Entity Central Index Key	0000897078
Entity Tax Identification Number	58-1588291
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	26565 Agoura Road
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	Calabasas
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	91302
City Area Code	571
Local Phone Number	888-0009
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		81,748,596

Consolidated Balance Sheets (Un

Consolidated Balance Sheets (Unaudited) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Current assets
Cash and cash equivalents	$ 2,260	$ 64,419
Inventory	101,019	160,492
Other receivable	120,000	150,000
Deposit on acquisition of Pegasus Specialty Vehicles LLC	435,000
Total current assets	658,279	374,911
Fixed assets, net	19,172	24,110
Investment	100	100
TOTAL ASSETS	677,551	399,121
Current liabilities
Accounts payable and accrued liabilities	298,397	319,618
Due to related parties	$ 70,099	$ 164,946
Other Liability, Related Party, Type [Extensible Enumeration]	Related Party [Member]	Related Party [Member]
Convertible notes payable	$ 1,527,672	$ 988,800
Senior promissory note	456,305
Derivative liability	424,224	72,487
Total current liabilities	2,776,697	1,545,851
Total liabilities	2,776,697	1,545,851
Stockholders’ Deficit
Preferred stock value
Common stock; $0.0001 par value; 200,000,000 shares authorized; 78,328,877 and 75,437,604 shares issued and outstanding	7,833	7,544
Common stock issuable
Stock subscription receivable	(261,059)	(261,059)
Additional paid-in capital	24,257,566	24,427,009
Accumulated deficit	(26,103,686)	(25,320,424)
Total stockholders’ deficit	(2,099,146)	(1,146,730)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	677,551	399,121
Series B Preferred Stock [Member]
Stockholders’ Deficit
Preferred stock value
Series C Preferred Stock [Member]
Stockholders’ Deficit
Preferred stock value	200	200
Series D Preferred Stock [Member]
Stockholders’ Deficit
Preferred stock value

Consolidated Balance Sheets (_2

Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	200,000,000	200,000,000
Common stock shares issued	78,328,877	75,437,604
Common stock, shares outstanding	78,328,877	75,437,604
Series B Preferred Stock [Member]
Preferred stock, shares authorized	66,667	66,667
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Series C Preferred Stock [Member]
Preferred stock, shares authorized	2,000,000	2,000,000
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares issued	2,000,000	2,000,000
Preferred stock, shares outstanding	2,000,000	2,000,000
Series D Preferred Stock [Member]
Preferred stock, shares authorized	40,000	40,000
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares issued	40,000	40,000
Preferred stock, shares outstanding	40,000	40,000

Consolidated Statements of Oper

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Income Statement [Abstract]
REVENUES	$ 6,361	$ 2,836	$ 16,468	$ 30,488
COST OF REVENUES	4,685	2,421	13,257	15,278
Gross profit	1,676	415	3,211	15,210
OPERATING EXPENSES
Advertising	153	69,806	13,437	235,277
General and administrative	24,263	78,987	91,435	106,503
Legal and professional	25,815	47,663	38,780	73,338
Officer compensation		89,250	5,000	324,250
Non cash management fees		4,505		206,462
Total operating expenses	50,231	290,211	148,652	945,830
OPERATING LOSS	(48,555)	(289,796)	(145,441)	(930,620)
OTHER INCOME (EXPENSES)
Interest expense	(105,706)	(344)	(152,109)	(22,801)
Gain (loss) on change in derivative liability	(211,786)	520,273	(351,737)	1,687,112
Amortization of issuance costs	(36,263)		(133,975)	(31,795)
Gain on settlement of notes payable		(18,403)		(126)
Total operating income (expense)	(353,755)	501,526	(637,821)	1,632,390
NET INCOME (LOSS)	$ (402,310)	$ 211,730	$ (783,262)	$ 701,770
INCOME (LOSS) PER SHARE- basic	$ (0.01)	$ 0	$ (0.01)	$ 0.01
INCOME (LOSS) PER SHARE- diluted	$ (0.01)	$ 0	$ (0.01)	$ 0.01
WEIGHTED AVERAGE SHARES OUTSTANDING	76,480,707	47,846,859	75,962,037	47,846,859

Consolidated Statement of Stock

Consolidated Statement of Stockholders' Deficit (Unaudited) - USD ($)	Series A Preferred Stock [Member] Preferred Stock [Member]	Series C Preferred Stock [Member] Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Common Stock Issuable [Member]	Subscription Receivable [Member]	Retained Earnings [Member]	Total
Balance at Dec. 31, 2021		$ 200	$ 4,504	$ 21,867,416			$ (25,974,051)	$ (4,101,931)
Balance, shares at Dec. 31, 2021		2,000,000	45,046,637
Issuance of common stock in private placement			$ 107	260,952		(261,059)
Issuance of common stock in private placement, shares			1,065,556
Issuance of common stock for debt conversions			$ 78	131,447				131,525
Issuance of common stock for debt conversions, shares			780,000
Stock issuance for services			$ 90	201,957				202,047
Stock issuance for services, shares			904,666
Net Income (loss)							490,040	490,040
Balance at Mar. 31, 2022		$ 200	$ 4,779	22,461,772		(261,059)	(25,484,011)	(3,278,319)
Balance, shares at Mar. 31, 2022		2,000,000	47,796,859
Balance at Dec. 31, 2021		$ 200	$ 4,504	21,867,416			(25,974,051)	(4,101,931)
Balance, shares at Dec. 31, 2021		2,000,000	45,046,637
Net Income (loss)								701,770
Balance at Jun. 30, 2022		$ 200	$ 4,784	22,466,272		(261,059)	(25,272,281)	(3,062,084)
Balance, shares at Jun. 30, 2022		2,000,000	47,846,859
Balance at Dec. 31, 2021		$ 200	$ 4,504	21,867,416			(25,974,051)	(4,101,931)
Balance, shares at Dec. 31, 2021		2,000,000	45,046,637
Balance at Dec. 31, 2022		$ 200	$ 7,544	24,427,009		(261,059)	(25,320,424)	(1,146,730)
Balance, shares at Dec. 31, 2022		2,000,000	75,437,604
Balance at Mar. 31, 2022		$ 200	$ 4,779	22,461,772		(261,059)	(25,484,011)	(3,278,319)
Balance, shares at Mar. 31, 2022		2,000,000	47,796,859
Stock issuance for services			$ 5	4,500				4,505
Stock issuance for services, shares			50,000
Net Income (loss)							211,730	211,730
Balance at Jun. 30, 2022		$ 200	$ 4,784	22,466,272		(261,059)	(25,272,281)	(3,062,084)
Balance, shares at Jun. 30, 2022		2,000,000	47,846,859
Balance at Dec. 31, 2022		$ 200	$ 7,544	24,427,009		(261,059)	(25,320,424)	(1,146,730)
Balance, shares at Dec. 31, 2022		2,000,000	75,437,604
Net Income (loss)							(380,952)	(380,952)
Reclassification of convertible debt				(247,142)				(247,142)
Exercise of warrants					6,000			6,000
Balance at Mar. 31, 2023		$ 200	$ 7,544	24,179,867	6,000	(261,059)	(25,701,376)	(1,768,824)
Balance, shares at Mar. 31, 2023		2,000,000	75,437,604
Balance at Dec. 31, 2022		$ 200	$ 7,544	24,427,009		(261,059)	(25,320,424)	(1,146,730)
Balance, shares at Dec. 31, 2022		2,000,000	75,437,604
Net Income (loss)								(783,262)
Balance at Jun. 30, 2023		$ 200	$ 7,833	24,257,566		(261,059)	(26,103,686)	(2,099,146)
Balance, shares at Jun. 30, 2023		2,000,000	78,328,877
Balance at Mar. 31, 2023		$ 200	$ 7,544	24,179,867	6,000	(261,059)	(25,701,376)	(1,768,824)
Balance, shares at Mar. 31, 2023		2,000,000	75,437,604
Stock issuance for services			$ 25	2,278				2,303
Stock issuance for services, shares			250,000
Net Income (loss)							(402,310)	(402,310)
Exercise of warrants			$ 127	29,873	(6,000)			24,000
Exercise of warrants, shares			1,273,273
Issuance of common stock for commitment fees			$ 137	45,548				45,685
Issuance of common stock for commitment fees, shares			1,368,000
Balance at Jun. 30, 2023		$ 200	$ 7,833	$ 24,257,566		$ (261,059)	$ (26,103,686)	$ (2,099,146)
Balance, shares at Jun. 30, 2023		2,000,000	78,328,877

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Cash Flows from Operating Activities
Net income (loss)	$ (783,262)	$ 701,770
Adjustments to reconcile net income (loss) to net cash used in operations
Gain on derivative liability	351,737	(1,687,112)
Non cash interest expense	133,975
Gain on settlement of notes payable
Share professional fees/ compensation	47,988	206,462
Depreciation and amortization	4,938	4,711
Stock subscription receivable		(261,059)
Changes in operating assets and liabilities
Inventory	59,473	(20,396)
Advances to suppliers		(3,721)
Other receivables	30,000
Accounts payable and accrued expenses	271,639	40,281
Due to related party		9,500
Net cash provided by (used in) operating activities	116,488	(1,009,564)
Cash Flows from Investing Activities
Deposit on acquisition of Pegasus Specialty Vehicles LLC	(435,000)
Net cash provided by (used in) investing activities	(435,000)
Cash Flows from Financing Activities
Proceeds from issuance of convertible notes	460,000	788,800
Proceeds from subscription		392,674
Proceeds from warrant exercise	30,000
Repayment of related party advances	(94,847)
Repayment of convertible notes	(138,800)	(150,000)
Net cash provided by (used in) financing activities	256,353	1,031,474
Net increase (decrease) in cash	(62,159)	21,910
Cash, beginning of period	64,419	12,913
Cash, end of period	2,260	34,823
Supplemental cash flow disclosures
Cash paid for interest
Cash paid for taxes
Non-cash investing and financing activities
Conversion of debt for common stock		$ 150,000

ORGANIZATION AND BUSINESS OPERA

ORGANIZATION AND BUSINESS OPERATIONS	6 Months Ended
	Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1 – ORGANIZATION AND BUSINESS OPERATIONS The Company Resonate Blends, Inc. (the “Company”) was incorporated on in October 1984 in the State of Georgia as Brock Control Systems. Founded by Richard T. Brock, the Company was in the sales automation market and an early developer of enterprise customer management systems. The Company went public at the end of March of 1993. In February of 1996, the Company changed its name to Brock International Inc., and in March of 1998, the Company again changed our name to Firstwave Technologies, Inc. In 2007, the Company deregistered its common stock in order to avoid the expenses of being a public company. The Company reported briefly on the OTC Disclosure & News Service in 2008 but not for long. The Company again changed its name to FSTWV, Inc. On October 28, 2013, the Company held a shareholder meeting to reincorporate the company in the State of Nevada and concurrently change its name to Textmunication Holdings, Inc. The Company also voted to approve a 1 for 5 reverse split of its outstanding common stock. On November 16, 2013, the Company entered into a Share Exchange Agreement (SEA) with Textmunication, Inc. a California corporation, whereby the sole shareholder of the Company received 65,640,20 100 On October 25, 2019, the Company entered into a Membership Interest Purchase Agreement (the “Resonate Purchase Agreement”) with Resonate Blends, LLC, a California limited liability company (“Resonate”), and the members of Resonate. As a result of the transaction, Resonate became a wholly owned subsidiary of the Company. In accordance with the terms of the Purchase Agreement, at the closing an aggregate of 5 665,072 We have also agreed as part of the purchase price to issue: (ii) such number of shares of Series E Preferred Stock that will convert into 5% of the outstanding shares of common stock in the Company on a fully-diluted basis upon an annualized revenue run rate of Ten Million Dollars ($10,000,000.00) for any three (3) consecutive month trailing period; and (iii) such number of shares of Series E Preferred Stock that will convert into 5% of the outstanding shares of common stock in the Company on a fully-diluted basis upon the occurrence of the Company’s public market value reaching One Hundred Million US Dollars ($100,000,000). The shares in (ii) and (iii) shall have anti-dilution protections, except that this provision only applies for 2.5% of the outstanding shares acquired under each subsection. Also, on October 25, 2019, the Company entered into a Membership Interest Purchase Agreement (the “Entourage Labs Purchase Agreement”) with Entourage Labs, LLC, a California limited liability company (“Entourage Labs”), and the members of Entourage Labs. As a result of the transaction, Entourage Labs became a wholly owned subsidiary of the Company. In accordance with the terms of the Purchase Agreement, at the closing an aggregate of 5 665,072 We have also agreed as part of the purchase price to issue: (ii) such number of shares of Series E Preferred Stock that will convert into 5% of the outstanding shares of common stock in the Company on a fully-diluted basis upon an annualized revenue run rate of Ten Million Dollars ($10,000,000.00) for any three (3) consecutive month trailing period; and (iii) such number of shares of Series E Preferred Stock that will convert into 5% of the outstanding shares of common stock in the Company on a fully-diluted basis upon the occurrence of the Company’s public market value reaching One Hundred Million US Dollars ($100,000,000). The shares in (ii) and (iii) shall have anti-dilution protections, except that this provision only applies for 2.5% of the outstanding shares acquired under each subsection. In addition, the Company entered into an Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (the “Conveyance Agreement”) with Mark S. Johnson and the Company’s 49 20,000 Finally, the Company entered into Employment Agreements with the following persons: (i) Geoffrey Selzer as Chief Executive Officer (CEO) of the Company with an annual salary of $ 180,000 120,000 The Employment Agreement for the CEO has a term of 2 years and can’t be terminated without cause. Severance of six (6) weeks is available for termination of the COO without cause before one-year of service and eight (8) weeks after one-year of service. On December 16, 2019 the Company filed Articles of Merger with the Secretary of State of Nevada in order to effectuate a merger with its wholly owned subsidiary; Resonate Blends, Inc. Shareholder approval was not required under Section 92A.180 of the Nevada Revised Statutes. As part of the merger, the Company’s board of directors authorized a change in our name to “Resonate Blends, Inc.” and the Company’s Articles of Incorporation have been amended to reflect this name change. In connection with the name change, the Company’s symbol was changed to “KOAN” that more resembles the Company’s new business focus. On June 20, 2023, the Company entered into an Agreement and Plan of Merger with Pegasus Specialty Vehicles, LLC, an Ohio limited liability company, and Pegasus Specialty Holdings LLC, an Ohio limited liability company and wholly-owned subsidiary of the Company. Basis of Presentation The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s most recent Annual Financial Statements filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form 10-K, have been omitted. Reclassifications Certain reclassifications have been made to the June 30, 2022 classifications to make them comparable to June 30, 2023. Going concern These consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. As of June 30, 2023, the Company has an accumulated deficit of $ 26,103,686

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Jun. 30, 2023
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	N OTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles 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. Consolidation These consolidated financial statements have been prepared in accordance with U.S. GAAP and include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated. Cash The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents. The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits. Accounts receivable and allowance for doubtful accounts Accounts receivables are stated at the amount management expects to collect. The Company generally does not require collateral to support customer receivables. The Company provides an allowance for doubtful accounts based upon a review of the outstanding accounts receivable, historical collection information and existing economic conditions. As of June 30, 2023 and December 31, 2022, there’s no Revenue Recognition The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers, the core principle of which is that the Company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled to receive in exchange for those goods or services. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps: ● Identification of the contract, or contracts, with a customer ● Identification of the performance obligations in the contract ● Determination of the transaction price ● Allocation of the transaction price to the performance obligations in the contract ● Recognition of the revenue when, or as, performance obligations are satisfied Revenue is generally recognized upon purchase of products by customers. Fair Value of Financial Instruments The carrying amounts reflected in the balance sheets for cash, accounts payable and accrued expenses approximate the respective fair values due to the short maturities of these items. As required by the Fair Value Measurements and Disclosures Topic of the FASB ASC, fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The three levels of the fair value hierarchy are described below: Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2: Quoted prices in markets that are not active, or inputs that is observable, either directly or indirectly, for substantially the full term of the asset or liability; Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). Financial assets and liabilities measured at fair value on a recurring basis are summarized below for the quarter ended June 30, 2023 and year ended December 31, 2022. SUMMARY OF ASSETS AND LIABILITIES MEASURED AT VALUE ON RECURRING BASIS As of June 30, 2023 Level 1 Level 2 Level 3 Total Liabilities Derivative Liabilities - - $ 424,224 $ 424,224 As of December 31, 2022 Level 1 Level 2 Level 3 Total Liabilities Derivative Liabilities - - $ 72,487 $ 72,487 Inventory Inventory is stated at the lower of cost or net realizable value. Cost is determined on a first in, first out basis.. Management compares the cost of inventory with the net realizable value and, if applicable, an allowance is made for writing down the inventory to its net realizable value, if lower than cost, inventory is reviewed for potential write-down for estimated obsolescence or unmarketable inventory based upon forecasts for future demand and market conditions. Generally, the Company only keeps inventory on hand for sales made and in which a deposit has been received. Net income (loss) per Common Share Basic net income (loss) per share is computed by dividing the net loss attributable to the common stockholders by the weighted average number of shares of common stock outstanding during the period. Fully diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Property and equipment Property and equipment are stated at cost, less accumulated depreciation provided on the straight-line method over the estimated useful lives of the assets, which range from three seven years 1,000 1,000 Income Taxes Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. Because the Company has no net income, the tax benefit of the accumulated net loss has been fully offset by an equal valuation allowance. Stock-Based Compensation The Company accounts for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation – Stock Compensation which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. The fair value of the equity instrument is charged directly to compensation expense and credited to additional paid-in capital over the period during which services are rendered. The Company follows ASC Topic 505-50, formerly EITF 96-18, “Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring, or in Conjunction with Selling Goods and Services,” for stock options and warrants issued to consultants and other non-employees. In accordance with ASC Topic 505-50, these stock options and warrants issued as compensation for services provided to the Company are accounted for based upon the fair value of the services provided or the estimated fair market value of the option or warrant, whichever can be more clearly determined. The fair value of the equity instrument is charged directly to compensation expense and additional paid-in capital over the period during which services are rendered.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	6 Months Ended
	Jun. 30, 2023
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 3 – RELATED PARTY TRANSACTIONS Management has periodically advanced funds to the Company for operating expenses. At June 30, 2023 and December 31, 2022, amounts due related parties were $ 69,100 164,946

CONVERTIBLE NOTE PAYABLE

CONVERTIBLE NOTE PAYABLE	6 Months Ended
	Jun. 30, 2023
Debt Disclosure [Abstract]
CONVERTIBLE NOTE PAYABLE	NOTE 4 - CONVERTIBLE NOTE PAYABLE Convertible notes payable consists of the following as of June 30, 2023 and December 31, 2022: SCHEDULE OF CONVERTIBLE NOTES PAYABLE June 30, 2023 December 31, 2022 Convertible notes face value $ 1,540,000 $ 988,800 Less: Discounts (12,328 ) - Less: Debt issuance cost - - Net convertible notes $ 1,527,672 $ 988,800 At June 30, 2023 and December 31, 2022, $ 200,000 8 July 3, 2022 5,000,000 The maturity date pricing is $0.10. A QF converts into equity at the lesser of $1.00 or 75% of the average selling price of the aggregate offering. During the year ended December 31, 2022, the Company entered into Securities Purchase Agreements with five accredited investors, pursuant to which we issued and sold to the investors convertible promissory notes with a total principal amount of $ 715,000 650,000 812,500 5 0.40 650,000 0.15 The “Registration Conversion Price” shall mean 75% multiplied by the Market Price (representing a discount rate of 25%). “Market Price” means the volume weighted average of the Common Stock during the twenty (20) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date On June 27, 2022, we issued and sold to an accredited investor a convertible promissory note the principal amount of $ 138,800 128,500 On September 8, 2022, we issued and sold a senior secured convertible promissory note to AJB Capital Investments LLC for a principal amount of $ 600,000 12 March 8, 2023 540,000 The Maturity Date may be extended at the sole discretion of the Borrower up to six (6) months following the date of the original Maturity Date hereunder. In the event that the Maturity Date is extended, the interest rate shall equal fifteen percent (15%) per annum for any period following the original Maturity Date, payable monthly The maturity date for repayment of the Notes is nine months from issuance and the Notes bear interest at 10 The Securities Purchase Agreement contain a most favored nation provision that allows the Investor to claim any lower price from any future securities six months after this closing and a blocker on issuing variable rate investments. In connection with the investment, the Company issued Commitment Shares to the Investors in the amount of 5,571,429 shares collectively during the year ended December 31, 2022. As of June 30, 2023 and December 31, 2022, accrued interest payable on notes payable was $ 202,556 265,480 The Company accounts for the fair value of the conversion features of its convertible debt in accordance with ASC Topic No. 815-15 “Derivatives and Hedging; Embedded Derivatives” (“Topic No. 815-15”). Topic No. 815-15 requires the Company to bifurcate and separately account for the conversion features as an embedded derivative contained in the Company’s convertible debt. The Company is required to carry the embedded derivative on its balance sheet at fair value and account for’ any unrealized change in fair value as a component of results of operations. The Company values the embedded derivatives using the Black-Scholes pricing model.

DERIVATIVE LIABILITIES

DERIVATIVE LIABILITIES	6 Months Ended
	Jun. 30, 2023
Derivative Liabilities
DERIVATIVE LIABILITIES	NOTE 5 – DERIVATIVE LIABILITIES Certain of the above convertible notes contained an embedded conversion option with a conversion price that could result in issuing an undeterminable amount of future common stock to settle the host contract. Accordingly, the embedded conversion option is required to be bifurcated from the host instrument (convertible note) and treated as a liability, which is calculated at fair value, and marked to market at each reporting period. The Company used the Black-Scholes pricing model to estimate the fair value of its embedded conversion option and warrant liabilities on both the commitment date and the remeasurement date with the following inputs: SCHEDULE OF DERIVATIVE LIABILITIES June 30, 2023 December 31, 2022 Exercise price $ 0.024 0.031 $ 0.030 Expected volatility 473 % 220 % Risk-free interest rate 4.64 % 1.45 % Expected term (in years) 1.00 .1 Expected dividend rate 0 % 0 %

SENIOR PROMISSORY NOTE

SENIOR PROMISSORY NOTE	6 Months Ended
	Jun. 30, 2023
Senior Promissory Note
SENIOR PROMISSORY NOTE	NOTE 6 – SENIOR PROMISSORY NOTE On June 20, 2023, the Company signed a Securities Purchase Agreement with an accredited investor, pursuant to which the Company issued and sold to the accredited investor a 15 575,000 The Company received $ 435,000 Pegasus Specialty Vehicles, LLC (See Note 7). The maturity date for repayment of the Senior Promissory Note is September 20, 2023 15% 104 As additional consideration, the Company issued 1,318,000 In the agreements, the Company agreed to certain restrictive covenants, including a restriction on borrowing and a most favored nation clause in favor of the accredited investor for any future offerings not specifically exempted. On June 20, 2023, the Company and Pegasus Specialty Vehicles, LLC 575,000 Pegasus’ Pegasus

AGREEMENT AND PLAN OF MERGER WI

AGREEMENT AND PLAN OF MERGER WITH PEGASUS SPECIALTY VEHICLES, LLC	6 Months Ended
	Jun. 30, 2023
Business Combination and Asset Acquisition [Abstract]
AGREEMENT AND PLAN OF MERGER WITH PEGASUS SPECIALTY VEHICLES, LLC	NOTE 7 – AGREEMENT AND PLAN OF MERGER WITH PEGASUS SPECIALTY VEHICLES, LLC On June 20, 2023, the Company entered into an Agreement and Plan of Merger with Pegasus Specialty Vehicles, LLC, an Ohio limited liability company (“Pegasus”), and Pegasus Specialty Holdings LLC, an Ohio limited liability company and wholly-owned subsidiary of the Company (“Pegasus Sub”). The Merger Agreement provides that at the closing, subject to terms and conditions, Pegasus Sub will merge with and into Pegasus 623,500 The Company, Pegasus, and Pegasus Sub have each made various representations and warranties and agreed to certain covenants in the Merger Agreement, including a covenant by the Company that it would raise $ 3,000,000 435,000 575,000 575,000 500,000 30,000 30,000 5,000 Consummation of the Merger is subject to the satisfaction or, if permitted by applicable law, waiver, by the Company, Pegasus, or both of various conditions. For Pegasus, these conditions include, without limitation, (i) an agreeable plan to spin out the existing Company cannabis assets and operations, (ii) an agreeable plan to transfer the outstanding shares of Series C Preferred Stock of the Company to Brian Barrington simultaneously to the date of the aforementioned spin-out; (iii) an agreeable plan to retire the Series E Designation; (iv) financing by the Company of $3,000,000 less costs; (v) the filing of the Certificate of Designation for the Series AA Preferred Stock with the Secretary of State of Nevada; and (vi) certain other customary conditions. For the Company, these conditions include, without limitation, (i) a secured promissory note issued by Pegasus to the Company in the amount of $500,000 with the collateral being a UCC lien subordinate to other lenders; (ii) the payback by the Company of certain advances contributed by corporate officers and others in the Company in an amount not to exceed $140,000; (iii) resolutions of the equity holders of Pegasus approving the Merger Agreement and the transactions contemplated; and (iv) certain other customary conditions The Merger Agreement contains certain termination rights including the right of the parties to mutually agree upon termination, and by each of the Company and Pegasus unilaterally if the other party has committed a violation of the covenants, representations and warranties in the Merger Agreement. The Merger Agreement, the Merger, and the transactions contemplated thereby were unanimously approved by the board of directors of Pegasus, and unanimously approved by the board of directors of the Company. The Closing of the Merger is expected to occur as soon as practicable after the satisfaction or waiver of all the conditions to Closing in the Merger Agreement, which is currently expected to be in the 3rd quarter of calendar year 2023.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	6 Months Ended
	Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 8 – COMMITMENTS AND CONTINGENCIES Office Lease On October 16, 2019, the Company signed a lease agreement that expires on thirty days’ notice. Rent expense was approximately $ 7,539 2,502 Executive Employment Agreement On October 25, 2019 the Company entered into Employment Agreements with the following persons: (i) Geoffrey Selzer as Chief Executive Officer (CEO) of the Company with an annual salary of $ 180,000 120,000 120,000 The Employment Agreement for the CEO has a term of 2 years and can’t be terminated without cause. Severance of six (6) weeks is available for termination of the COO and CIO without cause before one-year of service and eight (8) weeks after one-year of service

STOCKHOLDERS_ EQUITY

STOCKHOLDERS’ EQUITY	6 Months Ended
	Jun. 30, 2023
Equity [Abstract]
STOCKHOLDERS’ EQUITY	NOTE 9 – STOCKHOLDERS’ EQUITY During the six months ended June 30, 2023, the Company issued the following shares of common stock: ● The Company issued 1,273,273 30,000 ● The Company issued 250,000 14,250 2,303 11,947 ● The Company issued a total of 1,368,000 45,685 During the six months ended June 30, 2022 the Company issued a total of 954,666 200,014

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	6 Months Ended
	Jun. 30, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 10 – SUBSEQUENT EVENTS The Company had one remaining convertible noteholder from the March 12, 2021 Private Placement Memorandum (PPM) that was holding his note, without accrued interest, since the note maturity date of January 3, 2022. On July 10, 2023, the noteholder converted his entire outstanding note into 3,282,219

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Jun. 30, 2023
Accounting Policies [Abstract]
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles 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.
Consolidation	Consolidation These consolidated financial statements have been prepared in accordance with U.S. GAAP and include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated.
Cash	Cash The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents. The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits.
Accounts receivable and allowance for doubtful accounts	Accounts receivable and allowance for doubtful accounts Accounts receivables are stated at the amount management expects to collect. The Company generally does not require collateral to support customer receivables. The Company provides an allowance for doubtful accounts based upon a review of the outstanding accounts receivable, historical collection information and existing economic conditions. As of June 30, 2023 and December 31, 2022, there’s no
Revenue Recognition	Revenue Recognition The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers, the core principle of which is that the Company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled to receive in exchange for those goods or services. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps: ● Identification of the contract, or contracts, with a customer ● Identification of the performance obligations in the contract ● Determination of the transaction price ● Allocation of the transaction price to the performance obligations in the contract ● Recognition of the revenue when, or as, performance obligations are satisfied Revenue is generally recognized upon purchase of products by customers.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The carrying amounts reflected in the balance sheets for cash, accounts payable and accrued expenses approximate the respective fair values due to the short maturities of these items. As required by the Fair Value Measurements and Disclosures Topic of the FASB ASC, fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The three levels of the fair value hierarchy are described below: Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2: Quoted prices in markets that are not active, or inputs that is observable, either directly or indirectly, for substantially the full term of the asset or liability; Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). Financial assets and liabilities measured at fair value on a recurring basis are summarized below for the quarter ended June 30, 2023 and year ended December 31, 2022. SUMMARY OF ASSETS AND LIABILITIES MEASURED AT VALUE ON RECURRING BASIS As of June 30, 2023 Level 1 Level 2 Level 3 Total Liabilities Derivative Liabilities - - $ 424,224 $ 424,224 As of December 31, 2022 Level 1 Level 2 Level 3 Total Liabilities Derivative Liabilities - - $ 72,487 $ 72,487
Inventory	Inventory Inventory is stated at the lower of cost or net realizable value. Cost is determined on a first in, first out basis.. Management compares the cost of inventory with the net realizable value and, if applicable, an allowance is made for writing down the inventory to its net realizable value, if lower than cost, inventory is reviewed for potential write-down for estimated obsolescence or unmarketable inventory based upon forecasts for future demand and market conditions. Generally, the Company only keeps inventory on hand for sales made and in which a deposit has been received.
Net income (loss) per Common Share	Net income (loss) per Common Share Basic net income (loss) per share is computed by dividing the net loss attributable to the common stockholders by the weighted average number of shares of common stock outstanding during the period. Fully diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.
Property and equipment	Property and equipment Property and equipment are stated at cost, less accumulated depreciation provided on the straight-line method over the estimated useful lives of the assets, which range from three seven years 1,000 1,000
Income Taxes	Income Taxes Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. Because the Company has no net income, the tax benefit of the accumulated net loss has been fully offset by an equal valuation allowance.
Stock-Based Compensation	Stock-Based Compensation The Company accounts for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation – Stock Compensation which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. The fair value of the equity instrument is charged directly to compensation expense and credited to additional paid-in capital over the period during which services are rendered. The Company follows ASC Topic 505-50, formerly EITF 96-18, “Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring, or in Conjunction with Selling Goods and Services,” for stock options and warrants issued to consultants and other non-employees. In accordance with ASC Topic 505-50, these stock options and warrants issued as compensation for services provided to the Company are accounted for based upon the fair value of the services provided or the estimated fair market value of the option or warrant, whichever can be more clearly determined. The fair value of the equity instrument is charged directly to compensation expense and additional paid-in capital over the period during which services are rendered.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	6 Months Ended
	Jun. 30, 2023
Accounting Policies [Abstract]
SUMMARY OF ASSETS AND LIABILITIES MEASURED AT VALUE ON RECURRING BASIS	Financial assets and liabilities measured at fair value on a recurring basis are summarized below for the quarter ended June 30, 2023 and year ended December 31, 2022. SUMMARY OF ASSETS AND LIABILITIES MEASURED AT VALUE ON RECURRING BASIS As of June 30, 2023 Level 1 Level 2 Level 3 Total Liabilities Derivative Liabilities - - $ 424,224 $ 424,224 As of December 31, 2022 Level 1 Level 2 Level 3 Total Liabilities Derivative Liabilities - - $ 72,487 $ 72,487

CONVERTIBLE NOTE PAYABLE (Table

CONVERTIBLE NOTE PAYABLE (Tables)	6 Months Ended
	Jun. 30, 2023
Debt Disclosure [Abstract]
SCHEDULE OF CONVERTIBLE NOTES PAYABLE	Convertible notes payable consists of the following as of June 30, 2023 and December 31, 2022: SCHEDULE OF CONVERTIBLE NOTES PAYABLE June 30, 2023 December 31, 2022 Convertible notes face value $ 1,540,000 $ 988,800 Less: Discounts (12,328 ) - Less: Debt issuance cost - - Net convertible notes $ 1,527,672 $ 988,800

DERIVATIVE LIABILITIES (Tables)

DERIVATIVE LIABILITIES (Tables)	6 Months Ended
	Jun. 30, 2023
Derivative Liabilities
SCHEDULE OF DERIVATIVE LIABILITIES	The Company used the Black-Scholes pricing model to estimate the fair value of its embedded conversion option and warrant liabilities on both the commitment date and the remeasurement date with the following inputs: SCHEDULE OF DERIVATIVE LIABILITIES June 30, 2023 December 31, 2022 Exercise price $ 0.024 0.031 $ 0.030 Expected volatility 473 % 220 % Risk-free interest rate 4.64 % 1.45 % Expected term (in years) 1.00 .1 Expected dividend rate 0 % 0 %

STOCKHOLDERS_ EQUITY (Tables)

STOCKHOLDERS’ EQUITY (Tables)	6 Months Ended
	Jun. 30, 2023
Equity [Abstract]
Schedule of Deferred Compensation Arrangement with Individual, Share-Based Payments [Table Text Block]

ORGANIZATION AND BUSINESS OPE_2

ORGANIZATION AND BUSINESS OPERATIONS (Details Narrative) - USD ($)				3 Months Ended		6 Months Ended
	Oct. 25, 2019	Nov. 16, 2013	Oct. 28, 2013	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Reverse stock split			The Company also voted to approve a 1 for 5 reverse split of its outstanding common stock.
Annual salary					$ 89,250	$ 5,000	$ 324,250
Retained Earnings Accumulated Deficit				$ 26,103,686		$ 26,103,686		$ 25,320,424
Share Exchange Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of shares issued during period		65,640.20
Percenatge of common shares issued		100%
Resonate Purchase Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of shares issued during period	665,072
Percenatge of common shares issued	5%
Employment agreement description	We have also agreed as part of the purchase price to issue: (ii) such number of shares of Series E Preferred Stock that will convert into 5% of the outstanding shares of common stock in the Company on a fully-diluted basis upon an annualized revenue run rate of Ten Million Dollars ($10,000,000.00) for any three (3) consecutive month trailing period; and (iii) such number of shares of Series E Preferred Stock that will convert into 5% of the outstanding shares of common stock in the Company on a fully-diluted basis upon the occurrence of the Company’s public market value reaching One Hundred Million US Dollars ($100,000,000). The shares in (ii) and (iii) shall have anti-dilution protections, except that this provision only applies for 2.5% of the outstanding shares acquired under each subsection.
Entourage Labs Purchase Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of shares issued during period	665,072
Percenatge of common shares issued	5%
Employment agreement description	We have also agreed as part of the purchase price to issue: (ii) such number of shares of Series E Preferred Stock that will convert into 5% of the outstanding shares of common stock in the Company on a fully-diluted basis upon an annualized revenue run rate of Ten Million Dollars ($10,000,000.00) for any three (3) consecutive month trailing period; and (iii) such number of shares of Series E Preferred Stock that will convert into 5% of the outstanding shares of common stock in the Company on a fully-diluted basis upon the occurrence of the Company’s public market value reaching One Hundred Million US Dollars ($100,000,000). The shares in (ii) and (iii) shall have anti-dilution protections, except that this provision only applies for 2.5% of the outstanding shares acquired under each subsection.
Conveyance Agreement [Member] | Mark S. Johnson [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Equity interest percenatge	49%
Number of cancellation shares of common stock	20,000
Employment Agreements [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Employment agreement description	The Employment Agreement for the CEO has a term of 2 years and can’t be terminated without cause. Severance of six (6) weeks is available for termination of the COO without cause before one-year of service and eight (8) weeks after one-year of service.
Employment Agreements [Member] | Geoffrey Selzer (CEO) [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Annual salary	$ 180,000
Employment Agreements [Member] | Pamela Kerwin (COO) [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Annual salary	$ 120,000

SUMMARY OF ASSETS AND LIABILITI

SUMMARY OF ASSETS AND LIABILITIES MEASURED AT VALUE ON RECURRING BASIS (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Platform Operator, Crypto-Asset [Line Items]
Derivative Liabilities	$ 424,224	$ 72,487
Fair Value, Inputs, Level 1 [Member]
Platform Operator, Crypto-Asset [Line Items]
Derivative Liabilities
Fair Value, Inputs, Level 2 [Member]
Platform Operator, Crypto-Asset [Line Items]
Derivative Liabilities
Fair Value, Inputs, Level 3 [Member]
Platform Operator, Crypto-Asset [Line Items]
Derivative Liabilities	$ 424,224	$ 72,487

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Allowance for doubtful accounts	$ 0	$ 0
Property and equipment, capitalize cost	1,000
Property and equipment, acquired	$ 1,000
Minimum [Member]
Property, Plant and Equipment [Line Items]
Property and equipment estimated useful lives	3 years
Maximum [Member]
Property, Plant and Equipment [Line Items]
Property and equipment estimated useful lives	7 years

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Related Party Transaction [Line Items]
Due to related parties	$ 70,099	$ 164,946
Related Party [Member]
Related Party Transaction [Line Items]
Due to related parties	$ 69,100	$ 164,946

SCHEDULE OF CONVERTIBLE NOTES P

SCHEDULE OF CONVERTIBLE NOTES PAYABLE (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Debt Disclosure [Abstract]
Convertible notes face value	$ 1,540,000	$ 988,800
Less: Discounts	(12,328)
Less: Debt issuance cost
Net convertible notes	$ 1,527,672	$ 988,800

CONVERTIBLE NOTE PAYABLE (Detai

CONVERTIBLE NOTE PAYABLE (Details Narrative) - USD ($)			6 Months Ended	12 Months Ended
	Sep. 08, 2022	Jun. 27, 2022	Jun. 30, 2023	Dec. 31, 2022
Short-Term Debt [Line Items]
Principal amount			$ 1,540,000	$ 988,800
Investor [Member]
Short-Term Debt [Line Items]
Number of shares				5,571,429
Convertible Promissory Note [Member]
Short-Term Debt [Line Items]
Accrued interest			202,556	$ 265,480
Convertible Promissory Note [Member] | Unsecured Debt [Member]
Short-Term Debt [Line Items]
Notes Payable			$ 200,000	$ 200,000
Interest rate, percentage			8%	8%
Maturity date			Jul. 03, 2022
Qualified financing amount			$ 5,000,000
Debt instrument, description			The maturity date pricing is $0.10. A QF converts into equity at the lesser of $1.00 or 75% of the average selling price of the aggregate offering.
Convertible Promissory Notes [Member] | Securities Purchase Agreements [Member] | Investors [Member]
Short-Term Debt [Line Items]
Principal amount		$ 138,800		$ 715,000
Issuance of debt		$ 128,500		$ 650,000
Number of warrants				812,500
Warrants term				5 years
Warrant exercise price				$ 0.40
Number of shares				650,000
Conversion of stock, per share				$ 0.15
Debt conversion, description				The “Registration Conversion Price” shall mean 75% multiplied by the Market Price (representing a discount rate of 25%). “Market Price” means the volume weighted average of the Common Stock during the twenty (20) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date
Senior secured convertible promissory note [Member] | AJB Capital Investments LLC [Member]
Short-Term Debt [Line Items]
Interest rate, percentage	12%
Maturity date	Mar. 08, 2023
Principal amount	$ 600,000
Issuance of debt	$ 540,000
Debt instrument maturity date description	The Maturity Date may be extended at the sole discretion of the Borrower up to six (6) months following the date of the original Maturity Date hereunder. In the event that the Maturity Date is extended, the interest rate shall equal fifteen percent (15%) per annum for any period following the original Maturity Date, payable monthly
Interest rate per annum	10%

SCHEDULE OF DERIVATIVE LIABILIT

SCHEDULE OF DERIVATIVE LIABILITIES (Details) - $ / shares	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Exercise price		$ 0.030
Expected volatility	473%	220%
Risk-free interest rate	4.64%	1.45%
Expected term (in years)	1 year	1 month 6 days
Expected dividend rate	0%	0%
Minimum [Member]
Exercise price	$ 0.024
Maximum [Member]
Exercise price	$ 0.031

SENIOR PROMISSORY NOTE (Details

SENIOR PROMISSORY NOTE (Details Narrative) - USD ($)	Jun. 20, 2023	Jun. 30, 2023	Dec. 31, 2022
Short-Term Debt [Line Items]
Principal amount		$ 1,540,000	$ 988,800
Senior Promissory Note [Member]
Short-Term Debt [Line Items]
Interest rate, percentage	15%
Principal amount	$ 575,000
Issuance of debt	$ 435,000
Debt maturity date	Sep. 20, 2023
Interest rate, percentage	104%
Commitment shares	1,318,000

AGREEMENT AND PLAN OF MERGER _2

AGREEMENT AND PLAN OF MERGER WITH PEGASUS SPECIALTY VEHICLES, LLC (Details Narrative) - USD ($)		6 Months Ended
	Jun. 20, 2023	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Business Acquisition [Line Items]
Principal amount		$ 1,540,000		$ 988,800
Proceeds from notes payable		$ 460,000	$ 788,800
Senior Promissory Note [Member]
Business Acquisition [Line Items]
Principal amount	$ 575,000
Proceeds from notes payable	500,000
Commission fee paid to broker	30,000
Legal fees paid to lender	30,000
Due diligence fee paid to lender	5,000
Pegasus Specialty Vehicles LLC [Member]
Business Acquisition [Line Items]
Principal amount	3,000,000
Loaned pre-Closing	435,000
Assets loan	$ 575,000
Business combination description	(i) an agreeable plan to spin out the existing Company cannabis assets and operations, (ii) an agreeable plan to transfer the outstanding shares of Series C Preferred Stock of the Company to Brian Barrington simultaneously to the date of the aforementioned spin-out; (iii) an agreeable plan to retire the Series E Designation; (iv) financing by the Company of $3,000,000 less costs; (v) the filing of the Certificate of Designation for the Series AA Preferred Stock with the Secretary of State of Nevada; and (vi) certain other customary conditions. For the Company, these conditions include, without limitation, (i) a secured promissory note issued by Pegasus to the Company in the amount of $500,000 with the collateral being a UCC lien subordinate to other lenders; (ii) the payback by the Company of certain advances contributed by corporate officers and others in the Company in an amount not to exceed $140,000; (iii) resolutions of the equity holders of Pegasus approving the Merger Agreement and the transactions contemplated; and (iv) certain other customary conditions
Pegasus Specialty Vehicles LLC [Member] | Series AA Preferred Stock [Member]
Business Acquisition [Line Items]
Number of shares issued	623,500

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)			3 Months Ended		6 Months Ended
	Oct. 25, 2019	Oct. 16, 2019	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Lease agreement expires, description		the Company signed a lease agreement that expires on thirty days’ notice. Rent expense was approximately $7,539 and $2,502 for the six months ended June 30, 2023 and 2022, respectively
Rent expense					$ 7,539	$ 2,502
Officers, annual salary				$ 89,250	$ 5,000	$ 324,250
Employment Agreements [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Employement agreement description	The Employment Agreement for the CEO has a term of 2 years and can’t be terminated without cause. Severance of six (6) weeks is available for termination of the COO and CIO without cause before one-year of service and eight (8) weeks after one-year of service
Employment Agreements [Member] | Geoffrey Selzer [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Officers, annual salary	$ 180,000
Employment Agreements [Member] | Pamela Kerwin, COO [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Officers, annual salary	120,000
Employment Agreements [Member] | David Thielen, CIO [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Officers, annual salary	$ 120,000

STOCKHOLDERS_ EQUITY (Details N

STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)	3 Months Ended			6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022
Accumulated Other Comprehensive Income (Loss) [Line Items]
Proceeds from warrant exercise				$ 30,000
Number shares issued for service, value	$ 2,303	$ 4,505	$ 202,047
Issuance of common stock for commitment fees
Vendors [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number shares issued for service, shares					954,666
Number shares issued for service, value					$ 200,014
Consulting Agreement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number shares issued for service, shares				250,000
Number shares issued for service, value				$ 14,250
Stock issuance Recognized				2,303
Stock issuance Unrecognized				$ 11,947
Borrowing Agreement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Issuance of common stock in private placement, shares				1,368,000
Issuance of common stock for commitment fees				$ 45,685
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Exercise of warrants, shares				1,273,273
Number shares issued for service, shares	250,000	50,000	904,666
Number shares issued for service, value	$ 25	$ 5	$ 90
Issuance of common stock in private placement, shares			1,065,556
Issuance of common stock for commitment fees			$ 107

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative)	Jul. 10, 2023 shares
Subsequent Event [Member]
Subsequent Event [Line Items]
Conversion of stock	3,282,219