Resonate Blends (KOAN) 10-K 16 Apr 24 2023 FY Annual report Financial data

Cover

Cover - USD ($)	12 Months Ended
	Dec. 31, 2023	Apr. 16, 2024	Jun. 30, 2023
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2023
Document Fiscal Period Focus	FY
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	One Marine Plaza
Entity Address, Address Line Two	Suite 305A
Entity Address, City or Town	North Bergen
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	04047
City Area Code	(786)
Local Phone Number	369-9696
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
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 Public Float			$ 6,732,534
Entity Common Stock, Shares Outstanding		96,179,058
Documents Incorporated by Reference [Text Block]	Amendment to Current Report on Form 8-K filed April 16, 2024.
Document Financial Statement Error Correction [Flag]	false
Auditor Name	Victor Mokuolu, CPA PLLC
Auditor Location	Houston, Texas
Auditor Firm ID	6771

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Current assets
Cash and cash equivalents	$ 6,938	$ 64,419
Inventory		160,492
Other receivable		150,000
Advances to Pegasus Specialty Vehicles LLC	970,000
Total current assets	976,938	374,911
Fixed assets, net	15,303	24,110
Investment	100	100
TOTAL ASSETS	992,341	399,121
Current liabilities
Accounts payable and accrued liabilities	445,219	319,618
Convertible notes payable	1,845,734	988,800
Senior promissory note	600,000
Derivative liability	166,861	72,487
Total current liabilities	3,127,913	1,545,851
Total liabilities	3,127,913	1,545,851
Stockholders’ Deficit
Preferred stock value
Common stock; $0.0001 par value; 200,000,000 shares authorized; 86,623,596 and 75,437,604 shares issued and outstanding	8,662	7,544
Stock subscription receivable	(261,059)	(261,059)
Additional paid-in capital	24,853,028	24,427,009
Accumulated deficit	(26,736,403)	(25,320,424)
Total stockholders’ deficit	(2,135,572)	(1,146,730)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	992,341	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
Related Party [Member]
Current liabilities
Due to related parties	$ 70,099	$ 164,946

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 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	86,623,596	75,437,604
Common stock, shares outstanding	86,623,596	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 - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Statement [Abstract]
REVENUES	$ 16,468	$ 49,501
COST OF REVENUES	114,140	33,068
Gross profit	(97,672)	16,433
OPERATING EXPENSES
Advertising	23,772	378,706
General and administrative	163,903	210,057
Legal and professional	85,126	176,478
Officer compensation	28,750	434,125
Non cash management fees		206,462
Total operating expenses	301,551	1,405,828
OPERATING LOSS	(399,223)	(1,389,395)
OTHER INCOME (EXPENSES)
Interest expense	(636,616)	(150,065)
Gain (loss) on change in derivative liability	(94,374)	2,213,527
Amortization of issuance costs	(160,733)	(31,795)
Gain (loss) on settlement of notes payable	(5,033)
Loss on investment	(120,000)
Other income		11,355
Total operating income (expense)	(1,016,756)	2,043,022
NET INCOME (LOSS)	$ (1,415,979)	$ 653,627
INCOME (LOSS) PER SHARE- Basic	$ (0.02)	$ 0.01
INCOME (LOSS) PER SHARE- Diluted	$ (0.02)	$ 0.01
WEIGHTED AVERAGE SHARES OUTSTANDING, BASIC	80,013,557	75,437,604
WEIGHTED AVERAGE SHARES OUTSTANDING, DILUTED	80,013,557	75,437,604

Consolidated Statement of Stock

Consolidated Statement of Stockholders' Deficit - 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			$ 664	504,312		(261,059)		243,917
Issuance of common stock in private placement, shares			6,636,985
Issuance of common stock for debt conversions			$ 2,275	1,844,332				1,846,607
Issuance of common stock for debt conversions, shares			22,749,316
Stock issuance for services			$ 101	210,949				211,050
Stock issuance for services, shares			1,004,666
Net income (loss)							653,627	653,627
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
Issuance of common stock in private placement			$ 14	9,986				10,000
Issuance of common stock in private placement, shares			137,500
Stock issuance for services			$ 25	2,278				2,303
Stock issuance for services, shares			250,000
Net income (loss)							(1,415,979)	(1,415,979)
Reclassification of convertible debt				(247,142)				(247,142)
Exercise of warrants			127	29,873				$ 30,000
Exercise of warrants, shares								1,273,273
Issuance of common stock for commitment fees			$ 624	381,453				$ 382,077
Issuance of common stock for commitment fees, shares			6,243,000
Recognition of stock issued for services				7,671				7,671
Conversion of convertible debt			$ 328	241,900				242,228
Conversion of convertible debt, shares			3,282,219
Balance at Dec. 31, 2023		$ 200	$ 8,662	$ 24,853,028		$ (261,059)	$ (26,736,403)	$ (2,135,572)
Balance, shares at Dec. 31, 2023		2,000,000	86,623,596

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Cash Flows from Operating Activities
Net income (loss)	$ (1,415,979)	$ 653,627
Adjustments to reconcile net income (loss) to net cash used in operations
Gain on derivative liability	94,374	(2,213,527)
Non cash interest expense	160,733
Loss on settlement of notes payable	5,033
Share professional fees/ compensation	392,051	206,462
Depreciation and amortization	8,807	7,738
Stock subscription receivable		(261,059)
Loss on investment	120,000
Changes in operating assets and liabilities
Inventory	160,492	85,283
Advances to suppliers		10,830
Other receivables	30,000	(150,000)
Accounts payable and accrued expenses	455,655	112,233
Due to related party		119,946
Net cash provided by (used in) operating activities	11,166	(1,428,467)
Cash Flows from Investing Activities
Deposit on acquisition of Pegasus Specialty Vehicles LLC	(805,000)
Net cash provided by (used in) investing activities	(805,000)
Cash Flows from Financing Activities
Proceeds from issuance of convertible notes	930,000	1,388,800
Proceeds from subsription		91,173
Proceeds from private placement	10,000
Proceeds from warrant exercise	30,000
Repayment of related party advances	(94,847)
Repayment of convertible notes	(138,800)
Net cash provided by (used in) financing activities	736,353	1,479,973
Net increase (decrease) in cash	(57,481)	51,506
Cash, beginning of year	64,419	12,913
Cash, end of year	6,938	64,419
Supplemental cash flow disclosures
Cash paid for interest
Cash paid for taxes
Non-cash investing and financing activities
Conversion of debt for common stock	$ 242,228	$ 2,265,000

BASIS OF PRESENTATION AND GOING

BASIS OF PRESENTATION AND GOING CONCERN	12 Months Ended
	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
BASIS OF PRESENTATION AND GOING CONCERN	NOTE 1 – BASIS OF PRESENTATION AND GOING CONCERN The Company Resonate Blends, Inc. formerly Textmunication Holdings, 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 65,640,207 100 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 (collectively “Pegasus”) and wholly-owned subsidiary of the Company. On December 7, 2023, the Company notice received a notice of termination from Pegasus notifying the Company that the Agreement and Plan of Merger has been terminated. Basis of Presentation Our financial statements are presented in conformity with accounting principles generally accepted in the United States of America, as reported on our fiscal years ending on December 31, 2023 and 2022. Reclassifications Certain reclassifications have been made to the December 31, 2022 classifications to make them comparable to December 31, 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. The Company had an accumulated deficit of $ 26,736,403 2,150,975 1,170,940 1,415,979 653,627

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 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 an original 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. On December 31, 2023 and 2022 no cash balances exceeded the federally insured limit. 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 December 31, 2023, and 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). The fair value of the accounts receivable, accounts payable, notes payable are considered short term in nature and therefore their value is considered fair value. Financial assets and liabilities measured at fair value on a recurring basis are summarized below for the year ended December 31, 2023 and 2022: SUMMARY OF ASSETS AND LIABILITIES MEASURED AT VALUE ON RECURRING BASIS As of December 31, 2023 Level 1 Level 2 Level 3 Total Liabilities Derivative Liabilities - - 166,861 166,861 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. At December 31, 2023, the Company determined its’ inventory was not saleable. As such, a charge of $ 100,883 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 to seven years . Expenditures for renewals or betterments are capitalized, and repairs and maintenance are charged to expense as incurred the cost and accumulated depreciation of assets sold or otherwise disposed of are removed from the accounts, and any gain or loss thereon is reflected in operations. Company policy capitalizes property and equipment for cost over $ 1,000 , asset acquired under $ 1,000 are charge to operations. 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. Advertising Expenses Advertising expenses are expensed as incurred. The Company incurred $ 23,772 378,706 Recent Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	12 Months Ended
	Dec. 31, 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 December 31, 2023 and December 31, 2022, amounts due related parties were $ 70,099 164,946 During the year 2023, a total of $ 28,750 On March 14, 2024, in conjunction with our acquisition of EMGE, we entered into an Agreement of Conveyance, Transfer and Assignment of Subsidiary (the “Conveyance Agreement”) with two of our then-wholly-owned subsidiaries, Resonate Blends, LLC, a California limited liability company, and Entourage Labs, LLC, a California limited liability company (collectively, Resonate Blends, LLC and Entourage Labs, LLC are referred to as the “Subsidiary”), and our former Chief Executive Officer and Director, Geoffrey Selzer. Pursuant to the Conveyance Agreement, we assigned our ownership in the Subsidiary to Mr. Selzer. In consideration of our assignment of the Subsidiary, Mr. Selzer (a) assumed and agreed to pay, perform and discharge, fully and completely, all liabilities of the Subsidiary, (b) indemnified us for any loss arising from or in connection with any of such liabilities and (c) agreed to pay us (i) 20% of any proceeds from the sale of the Subsidiary that occurs prior to the one-year anniversary of the Conveyance Agreement and (ii) 10% of any proceeds from the sale of the Subsidiary that occurs after the one-year anniversary and prior to the two-year anniversary of the Conveyance Agreement.

CONVERTIBLE NOTE PAYABLE

CONVERTIBLE NOTE PAYABLE	12 Months Ended
	Dec. 31, 2023
Debt Disclosure [Abstract]
CONVERTIBLE NOTE PAYABLE	NOTE 4 - CONVERTIBLE NOTE PAYABLE Convertible notes payable consists of the following as of December 31, 2023, and December 31, 2022: SCHEDULE OF CONVERTIBLE NOTES PAYABLE December 31, 2023 December 31, 2022 Convertible notes face value $ 1,852,500 $ 988,800 Less: Discounts (6,766 ) - Less: Debt issuance cost Net convertible notes $ 1,845,734 $ 988,800 At 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. 3,282,219 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, the Company issued and sold to an accredited investor a convertible promissory note the principal amount of $ 138,800 128,500 On September 8, 2022, the Company issued and sold a senior secured convertible promissory note to AJB Capital Investments LLC (“AJB”) 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 December 28, 2023 3,000,000 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. During the year ended December 31, 2023, the Company issued 5 convertible promissory notes totalling $ 457,500 37,500 453,125 .08 4 2 50 .25 6,243,000 250,000 On November 11, 2023, the Company issued and sold to an accredited investor a convertible promissory note the principal amount of $ 80,000 75,000 73 As of December 31, 2023 and 2022, accrued interest payable on notes payable was $ 322,040 265,480 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 Binomial pricing model.

DERIVATIVE LIABILITIES

DERIVATIVE LIABILITIES	12 Months Ended
	Dec. 31, 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 Binomial pricing model at December 31, 2023 and Black-Scholes pricing model at December 31, 2022 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 December 31, 2023 December 31, 2022 Exercise price $ 0.0133 $ 0.030 Expected volatility 460 % 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	12 Months Ended
	Dec. 31, 2023
Senior Promissory Note
SENIOR PROMISSORY NOTE	NOTE 6 – SENIOR PROMISSORY NOTE On June 16, 2023, the Company signed a Securities Purchase Agreement (“SPA”) 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 The maturity date for repayment of the Senior Promissory Note is September 16, 2023 15 104 As additional consideration, the Company issued 1,318,000 330,000 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 entered into a Loan and Security Agreement whereby the Company lent to Pegasus the principal amount of $ 575,000 On November 12, 2023, the Company and the accredited investor agreed to amend the original Note dated June 16, 2023. The amendment increased the Note amount from $ 575,000 600,000 420,000

AGREEMENT AND PLAN OF MERGER WI

AGREEMENT AND PLAN OF MERGER WITH PEGASUS SPECIALTY VEHICLES, LLC	12 Months Ended
	Dec. 31, 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, with Pegasus surviving as a wholly-owned subsidiary of the Company. At Closing of the Merger, the issued and outstanding common shares of Pegasus will automatically be converted into the right to receive an aggregate of 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 was 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. On December 7, 2023, the Company notice received a notice of termination from Pegasus notifying the Company that the Agreement and Plan of Merger has been terminated. At December 31, 2023, Pegasus owed the Company $ 970,000

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	12 Months Ended
	Dec. 31, 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. 5,912 10,591 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.

INCOME TAXES

INCOME TAXES	12 Months Ended
	Dec. 31, 2023
Income Tax Disclosure [Abstract]
INCOME TAXES	NOTE 9 – INCOME TAXES At December 31, 2023, the cumulative net operating loss carry-forward from continuing operations is approximately $ 26,000,000 expire beginning in the year 2030 The cumulative tax effect at the expected rate of 21% of significant items comprising our net deferred tax amount is as follows as of December 31, 2023 and December 31, 2022: SCHEDULE OF DEFERRED TAX ASSETS Deferred tax attributable to: 2023 2022 Net Operating loss carry over $ 5,460,764 $ 5,376,927 Valuation allowance 5,460,764 5,376,927 Net deferred tax assets $ - $ - Due to the enactment of the Tax Reform Act of 2017, the corporate tax rate for those tax years beginning with 2018 has been reduced to 21

STOCKHOLDERS_ EQUITY

STOCKHOLDERS’ EQUITY	12 Months Ended
	Dec. 31, 2023
Equity [Abstract]
STOCKHOLDERS’ EQUITY	NOTE 10 – STOCKHOLDERS’ EQUITY The Company is authorized to issue an aggregate of 200,000,000 0.0001 10,000,000 0.0001 Preferred Stock The board of directors of the Company has designated, out of the 10,000,000 shares of preferred stock authorized, the following series of preferred stock: 4,000,000 66,667 2,000,000 40,000 10,000 There were 2,000,000 There were 10,000 0 Common Stock During the year ended December 31, 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 9,487 ● The Company issued a total of 6,243,000 382,077 ● The Company issued 137,500 10,000 ● The Company issued a total of 3,282,219 200,000 42,228 During the year ended December 31, 2022, the Company issued the following shares of common stock: ● The Company issued 1,004,666 211,050 ● The Company issued 6,636,985 243,917 ● The Company issued a total of 22,749,316 1,846,607

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
	Dec. 31, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 11 – SUBSEQUENT EVENTS In accordance with FASB ASC 855-10, Subsequent Events, the Company has analyzed its operations subsequent to December 31, 2023, to the date these financial statements were issued and has determined that the following subsequent events: Change in Control Effective March 14, 2024, Geoffrey Selzer, the Company’s former Chief Executive Officer and Director, and Jim Morrison, the Company’s current President and Director, entered into a Securities Purchase Agreement (the “Control Agreement”), pursuant to which Mr. Selzer sold all 2,000,000 10.00 EMGE Acquisition Transaction On February 26, 2024, we entered into entered into a Share Exchange Agreement, as amended (the “Exchange Agreement”), with Emergent Health Corp., a Wyoming corporation (EMGE), and the holders (the “EMGE Preferred Shareholders”) of Series Class A Preferred Stock and the Series C Convertible Non-Voting Preferred Stock (collectively, the “EMGE Equity Interests”). On March 14, 2024, the parties closed the Exchange Agreement. At the closing of the Exchange Agreement: (a) the EMGE Preferred Shareholders exchanged all of their respective EMGE Equity Interests for an equal number of shares of the Company’s to-be-designated Series F Convertible Preferred Stock that shall convert into 93 Conveyance Agreement On March 14, 2024, in conjunction with our acquisition of EMGE, we entered into an Agreement of Conveyance, Transfer and Assignment of Subsidiary (the “Conveyance Agreement”) with two of our then-wholly-owned subsidiaries, Resonate Blends, LLC, a California limited liability company, and Entourage Labs, LLC, a California limited liability company (collectively, Resonate Blends, LLC and Entourage Labs, LLC are referred to as the “Subsidiary”), and our former Chief Executive Officer and Director, Geoffrey Selzer. Pursuant to the Conveyance Agreement, we assigned our ownership in the Subsidiary to Mr. Selzer. In consideration of our assignment of the Subsidiary, Mr. Selzer (a) assumed and agreed to pay, perform and discharge, fully and completely, all liabilities of the Subsidiary, (b) indemnified us for any loss arising from or in connection with any of such liabilities and (c) agreed to pay us (i) 20% of any proceeds from the sale of the Subsidiary that occurs prior to the one-year anniversary of the Conveyance Agreement and (ii) 10% of any proceeds from the sale of the Subsidiary that occurs after the one-year anniversary and prior to the two-year anniversary of the Conveyance Agreement. New Business Plan Following the consummation of the EMGE-related transactions, the Company’s Board of Directors determined that the Company would adopt the business plan of EMGE, which is summarized in the following paragraph. The Company now engages in the discovery, development and marketing of products designed to better mankind. The Company believes it is positioning itself as a leader in the field of Regenerative Medicine defined by the National Institute of Health using nutritionally designed products. Intended products are to be marketed under third-party label exemptions. The Company is focusing its current efforts on marketing licensed patent-pending natural stem cell mobilizing agents capable of enhancing each individual’s ability to mobilize their own adult stem cells from their bone marrow. Also, the Company is licensed under a patent-pending application to market a dual acting all natural diet aid designed to help control hunger through normal body signals to the brain and stomach. Products are being developed for consumer and professional markets. Research and development activities center on exploring other areas, such as Secretogues, that can naturally enhance a person’s own growth hormone production and similar all natural bioactive formulations to enhance human performance safely, ethically, legally and utilizing known body mechanisms without the use of drugs. Convertible Notes – Third Parties AJB Capital Investments, LLC 252,000 280,000 28,000 12 The AJB Note is secured by all assets of the Company. In addition, the Company issued to AJB a pre-funded common stock purchase warrant (the “AJB Warrant”) to purchase 3,428,571 .00001 Ray Vollintine 250,000 280,000 30,000 12 The Vollintine Note is convertible at any time and from time to time into shares of the Company’s common stock at a conversion price that shall equal to $.035 per share; provided, however, that, upon an event of default, the conversion price shall be the lower of (a) $.035 or (b) the volume weighted average trading price during the previous 20 trading-day period ending on the date of issuance of the Vollintine Note or during the previous 20 trading-day period ending on the relevant conversion date, whichever is lower. The Vollintine Note is unsecured. In addition, the Company issued to Vollintine a pre-funded common stock purchase warrant (the “Vollintine Warrant”) to purchase 7,200,000 .00001 250,000

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 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 an original 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. On December 31, 2023 and 2022 no cash balances exceeded the federally insured limit.
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 December 31, 2023, and 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). The fair value of the accounts receivable, accounts payable, notes payable are considered short term in nature and therefore their value is considered fair value. Financial assets and liabilities measured at fair value on a recurring basis are summarized below for the year ended December 31, 2023 and 2022: SUMMARY OF ASSETS AND LIABILITIES MEASURED AT VALUE ON RECURRING BASIS As of December 31, 2023 Level 1 Level 2 Level 3 Total Liabilities Derivative Liabilities - - 166,861 166,861 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. At December 31, 2023, the Company determined its’ inventory was not saleable. As such, a charge of $ 100,883
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 to seven years . Expenditures for renewals or betterments are capitalized, and repairs and maintenance are charged to expense as incurred the cost and accumulated depreciation of assets sold or otherwise disposed of are removed from the accounts, and any gain or loss thereon is reflected in operations. Company policy capitalizes property and equipment for cost over $ 1,000 , asset acquired under $ 1,000 are charge to operations.
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.
Advertising Expenses	Advertising Expenses Advertising expenses are expensed as incurred. The Company incurred $ 23,772 378,706
Recent Accounting Pronouncements	Recent Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
	Dec. 31, 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 year ended December 31, 2023 and 2022: SUMMARY OF ASSETS AND LIABILITIES MEASURED AT VALUE ON RECURRING BASIS As of December 31, 2023 Level 1 Level 2 Level 3 Total Liabilities Derivative Liabilities - - 166,861 166,861 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)	12 Months Ended
	Dec. 31, 2023
Debt Disclosure [Abstract]
SCHEDULE OF CONVERTIBLE NOTES PAYABLE	Convertible notes payable consists of the following as of December 31, 2023, and December 31, 2022: SCHEDULE OF CONVERTIBLE NOTES PAYABLE December 31, 2023 December 31, 2022 Convertible notes face value $ 1,852,500 $ 988,800 Less: Discounts (6,766 ) - Less: Debt issuance cost Net convertible notes $ 1,845,734 $ 988,800

DERIVATIVE LIABILITIES (Tables)

DERIVATIVE LIABILITIES (Tables)	12 Months Ended
	Dec. 31, 2023
Derivative Liabilities
SCHEDULE OF DERIVATIVE LIABILITIES	The Company used the Binomial pricing model at December 31, 2023 and Black-Scholes pricing model at December 31, 2022 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 December 31, 2023 December 31, 2022 Exercise price $ 0.0133 $ 0.030 Expected volatility 460 % 220 % Risk-free interest rate 4.64 % 1.45 % Expected term (in years) 1.00 .1 Expected dividend rate 0 % 0 %

INCOME TAXES (Tables)

INCOME TAXES (Tables)	12 Months Ended
	Dec. 31, 2023
Income Tax Disclosure [Abstract]
SCHEDULE OF DEFERRED TAX ASSETS	The cumulative tax effect at the expected rate of 21% of significant items comprising our net deferred tax amount is as follows as of December 31, 2023 and December 31, 2022: SCHEDULE OF DEFERRED TAX ASSETS Deferred tax attributable to: 2023 2022 Net Operating loss carry over $ 5,460,764 $ 5,376,927 Valuation allowance 5,460,764 5,376,927 Net deferred tax assets $ - $ -

BASIS OF PRESENTATION AND GOI_2

BASIS OF PRESENTATION AND GOING CONCERN (Details Narrative) - USD ($)				12 Months Ended
	Oct. 25, 2019	Nov. 16, 2013	Oct. 28, 2013	Dec. 31, 2023	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				$ 28,750	$ 434,125
Accumulated deficit				26,736,403	25,320,424
[custom:WorkingCapital-0]				2,150,975	1,170,940
Net Income (Loss) Attributable to Parent				1,415,979	(653,627)
Net Income (Loss) Attributable to Parent				$ (1,415,979)	$ 653,627
Share Exchange Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of shares issued during period		65,640,207
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 ($)	Dec. 31, 2023	Dec. 31, 2022
Platform Operator, Crypto-Asset [Line Items]
Derivative liabilities	$ 166,861	$ 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	$ 166,861	$ 72,487

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Allowance for doubtful accounts	$ 0	$ 0
Charged off to cost of revenue	100,883
Property and equipment excess capitalized cost	1,000
Payments to Acquire Productive Assets	1,000
Advertising expenses	$ 23,772	$ 378,706
Minimum [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	3 years
Maximum [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	7 years

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Related Party Transaction [Line Items]
Payments to related party	$ 94,847
Related Party [Member]
Related Party Transaction [Line Items]
Due to related parties	70,099	$ 164,946
Senior Management [Member]
Related Party Transaction [Line Items]
Payments to related party	$ 28,750

SCHEDULE OF CONVERTIBLE NOTES P

SCHEDULE OF CONVERTIBLE NOTES PAYABLE (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Debt Disclosure [Abstract]
Convertible notes face value	$ 1,852,500	$ 988,800
Less: Discounts	(6,766)
Net convertible notes	$ 1,845,734	$ 988,800

CONVERTIBLE NOTE PAYABLE (Detai

CONVERTIBLE NOTE PAYABLE (Details Narrative)							12 Months Ended
	Nov. 12, 2023 shares	Nov. 11, 2023 USD ($)	Sep. 29, 2023 shares	Jul. 10, 2023 shares	Sep. 08, 2022 USD ($)	Jun. 27, 2022 USD ($)	Dec. 31, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares
Short-Term Debt [Line Items]
Principal amount							$ 1,852,500	$ 988,800
Number of shares | shares	420,000
Net of unamortized discount							$ 453,125
Warrant [Member]
Short-Term Debt [Line Items]
Number of shares | shares							1,273,273
Convertible Promissory Note [Member] | Unsecured Debt [Member]
Short-Term Debt [Line Items]
Notes payable								$ 200,000
Interest rate, percentage								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.
Converted shares of common stock | shares				3,282,219
Convertible Promissory Notes [Member]
Short-Term Debt [Line Items]
Principal amount							$ 457,500
Number of warrants | shares							250,000
Number of shares | shares							6,243,000
Convertible price per share | $ / shares							$ 0.08
Debt issuance costs							$ 37,500
Converted percentage							4%
Accrued interest							$ 322,040	$ 265,480
Convertible Promissory Notes [Member] | Warrant [Member]
Short-Term Debt [Line Items]
Convertible price per share | $ / shares							$ 0.25
Converted percentage							50%
Converted period							2 years
Convertible Promissory Notes [Member] | Securities Purchase Agreements [Member] | Investors [Member]
Short-Term Debt [Line Items]
Principal amount		$ 80,000				$ 138,800		715,000
Issuance of debt		$ 75,000				$ 128,500		$ 650,000
Number of warrants | shares								812,500
Warrants term								5 years
Warrant exercise price | $ / shares								$ 0.40
Number of shares | shares								650,000
Convertible price per share | $ / shares								$ 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.
Conversion price ratio		0.73
Senior Secured Convertible Promissory Note [Member] | AJB Capital Investments LLC [Member]
Short-Term Debt [Line Items]
Interest rate, percentage					12%
Maturity date			Dec. 28, 2023		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%
Extension shares | shares			3,000,000

SCHEDULE OF DERIVATIVE LIABILIT

SCHEDULE OF DERIVATIVE LIABILITIES (Details) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Derivative Liabilities
Exercise price	$ 0.0133	$ 0.030
Expected volatility	460%	220%
Risk-free interest rate	4.64%	1.45%
Expected term (in years)	1 year	1 month 6 days
Expected dividend rate	0%	0%

SENIOR PROMISSORY NOTE (Details

SENIOR PROMISSORY NOTE (Details Narrative) - USD ($)			12 Months Ended
	Nov. 12, 2023	Jun. 20, 2023	Dec. 31, 2023	Dec. 31, 2022	Jun. 16, 2023
Short-Term Debt [Line Items]
Principal amount			$ 1,852,500	$ 988,800
Commitment shares	420,000
Incresed note amount			$ 930,000	$ 1,388,800
Minimum [Member]
Short-Term Debt [Line Items]
Incresed note amount	$ 575,000
Maximum [Member]
Short-Term Debt [Line Items]
Incresed note amount	$ 600,000
Senior Promissory Note [Member]
Short-Term Debt [Line Items]
Interest rate, percentage		15%			15%
Principal amount		$ 575,000
Issuance of debt		$ 435,000
Debt maturity date		Sep. 16, 2023
Debt premium, percentage		104%
Commitment shares		1,318,000
Additional commitment shares		330,000
Incresed note amount		$ 500,000
Senior Promissory Note [Member] | Loan and Security Agreement [Member]
Short-Term Debt [Line Items]
Principal amount		$ 575,000

AGREEMENT AND PLAN OF MERGER _2

AGREEMENT AND PLAN OF MERGER WITH PEGASUS SPECIALTY VEHICLES, LLC (Details Narrative) - USD ($)		12 Months Ended
	Jun. 20, 2023	Dec. 31, 2023	Dec. 31, 2022
Business Acquisition [Line Items]
Principal amount		$ 1,852,500	$ 988,800
Proceeds from notes payable		930,000	$ 1,388,800
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	$ 970,000
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 ($)			12 Months Ended
	Oct. 25, 2019	Oct. 16, 2019	Dec. 31, 2023	Dec. 31, 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			$ 5,912	$ 10,591
Officers, annual salary			$ 28,750	$ 434,125
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

SCHEDULE OF DEFERRED TAX ASSETS

SCHEDULE OF DEFERRED TAX ASSETS (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Net Operating loss carry over	$ 5,460,764	$ 5,376,927
Valuation allowance	5,460,764	5,376,927
Net deferred tax assets

INCOME TAXES (Details Narrative

INCOME TAXES (Details Narrative)	12 Months Ended
	Dec. 31, 2023 USD ($)
Income Tax Disclosure [Abstract]
Operating loss carry forward from continuing operations	$ 26,000,000
Operating loss carry forward from continuing operations	expire beginning in the year 2030
Percenatge on effective income tax rate	21%

STOCKHOLDERS_ EQUITY (Details N

STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)		12 Months Ended
	Nov. 12, 2023	Dec. 31, 2023	Dec. 31, 2022
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock, shares authorized		200,000,000	200,000,000
Common stock, par value		$ 0.0001	$ 0.0001
Issuance of common stock in private placement, shares	420,000
Proceeds from warrant exercise		$ 30,000
Issuance of common stock in private placement		$ 10,000	243,917
Issuance of common stock for debt conversions			$ 1,846,607
Consulting Agreement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Issuance of common stock in private placement, shares		250,000
Issuance of common stock in private placement		$ 14,250
Recognized value of shares		$ 9,487
Borrowing Agreement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Issuance of common stock in private placement, shares		6,243,000
Issuance of common stock in private placement		$ 382,077
Series B Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
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]
Accumulated Other Comprehensive Income (Loss) [Line Items]
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]
Accumulated Other Comprehensive Income (Loss) [Line Items]
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
Series E Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock, shares authorized		10,000	10,000
Preferred stock, shares outstanding		0	0
Director [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock, shares authorized			10,000,000
Director [Member] | Series A Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock, shares authorized		4,000,000	4,000,000
Director [Member] | Series B Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock, shares authorized		66,667
Director [Member] | Series C Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock, shares authorized		2,000,000	2,000,000
Director [Member] | Series D Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock, shares authorized		40,000	40,000
Director [Member] | Series E Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock, shares authorized		10,000	10,000
Blank Check Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock, shares authorized		10,000,000
Preferred stock, par value		$ 0.0001
Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Issuance of common stock in private placement, shares		1,273,273
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Issuance of common stock in private placement, shares		137,500	6,636,985
Issuance of common stock in private placement		$ 14	$ 664
Issuance of common stock for debt conversions, shares			22,749,316
Issuance of common stock for debt conversions			$ 2,275
Number of issuance for services, shares		250,000	1,004,666
Number of issuance for services, value			$ 211,050
Common Stock [Member] | Convertible Debt [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Issuance of common stock for debt conversions, shares		3,282,219	22,749,316
Issuance of common stock for debt conversions		$ 200,000
Accrued interest		$ 42,228	$ 1,846,607
Common Stock [Member] | Private Placement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Issuance of common stock in private placement, shares		137,500	6,636,985
Issuance of common stock in private placement		$ 10,000	$ 243,917

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative)				1 Months Ended
	Mar. 14, 2024 $ / shares	Mar. 14, 2024 $ / shares shares	Nov. 12, 2023 shares	Mar. 31, 2024 USD ($) $ / shares shares	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)
Subsequent Event [Line Items]
Issuance of common stock in private placement, shares | shares			420,000
Face amount					$ 1,852,500	$ 988,800
Subsequent Event [Member] | AJB Warrant [Member]
Subsequent Event [Line Items]
Warrants to purchase shares | shares				3,428,571
Exercise price of warrants | $ / shares				$ 0.00001
Subsequent Event [Member] | Vollintine Warrant [Member]
Subsequent Event [Line Items]
Issuance of common stock in private placement, shares | shares				7,200,000
Exercise price of warrants | $ / shares				$ 0.00001
Net proceeds from sale of stock				$ 250,000
Subsequent Event [Member] | AJB Note [Member]
Subsequent Event [Line Items]
Proceeds from loans				252,000
Face amount				280,000
Original debt, amount				$ 28,000
Interest rate on principal				12%
Subsequent Event [Member] | Ray Vollintine [Member]
Subsequent Event [Line Items]
Proceeds from loans				$ 250,000
Face amount				280,000
Original debt, amount				$ 30,000
Interest rate on principal				12%
Debt conversion, description				The Vollintine Note is convertible at any time and from time to time into shares of the Company’s common stock at a conversion price that shall equal to $.035 per share; provided, however, that, upon an event of default, the conversion price shall be the lower of (a) $.035 or (b) the volume weighted average trading price during the previous 20 trading-day period ending on the date of issuance of the Vollintine Note or during the previous 20 trading-day period ending on the relevant conversion date, whichever is lower.
Subsequent Event [Member] | Series F Preferred Stock [Member]
Subsequent Event [Line Items]
Preferred stock, convertible ratio	93	93
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Series C Preferred Stock [Member]
Subsequent Event [Line Items]
Share Price | $ / shares	$ 10	$ 10
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Chief Executive Officer [Member] | Series C Preferred Stock [Member]
Subsequent Event [Line Items]
Issuance of common stock in private placement, shares | shares		2,000,000
Subsequent Event [Member] | Conveyance Agreement [Member]
Subsequent Event [Line Items]
Sale of subsidiary description	In consideration of our assignment of the Subsidiary, Mr. Selzer (a) assumed and agreed to pay, perform and discharge, fully and completely, all liabilities of the Subsidiary, (b) indemnified us for any loss arising from or in connection with any of such liabilities and (c) agreed to pay us (i) 20% of any proceeds from the sale of the Subsidiary that occurs prior to the one-year anniversary of the Conveyance Agreement and (ii) 10% of any proceeds from the sale of the Subsidiary that occurs after the one-year anniversary and prior to the two-year anniversary of the Conveyance Agreement.