Resonate Blends (KOAN) 10-Q 25 Nov 24 2024 Q3 Quarterly report Financial data

Cover

Cover - shares	9 Months Ended
	Sep. 30, 2024	Nov. 25, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2024
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2024
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	203
Local Phone Number	253-9191
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		100,401,280

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 68,236	$ 6,938
Advances to Pegasus Specialty Vehicles, LLC	970,000	970,000
Loan receivable	6,000
Total current assets	1,044,236	976,938
Fixed assets:
Fixed assets, net	15,303	15,303
Total fixed assets	15,303	15,303
Other assets:
Investments	805,379	100
Total other assets	805,379	100
Total assets	1,864,918	992,341
Current liabilities:
Accounts payable and accrued liabilities	929,432	445,219
Convertible notes payable	1,515,037	1,845,734
Derivative liability		166,861
Total current liabilities	4,501,056	3,127,913
Shareholders’ Deficit:
Common stock, $ 0.0001 par value; 200,000,000 shares authorized; 101,401,280 and 86,623,596 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively.	10,040	8,662
Additional paid-in capital	25,485,539	24,853,028
Common stock issuable	421,312
Stock subscription receivable	(261,059)	(261,059)
Accumulated deficit	(28,292,170)	(26,736,403)
Total shareholders’ deficit	(2,636,138)	(2,135,572)
Total liabilities and shareholders’ deficit	1,864,918	992,341
Series B Preferred Stock [Member]
Shareholders’ Deficit:
Preferred Stock, value
Series C Preferred Stock [Member]
Shareholders’ Deficit:
Preferred Stock, value	200	200
Series D Preferred Stock [Member]
Shareholders’ Deficit:
Preferred Stock, value
Nonrelated Party [Member]
Current liabilities:
Loans payable	248,434
Notes payable	770,000
Related Party [Member]
Current liabilities:
Loans payable	192,710	70,099
Notes payable	$ 845,443	$ 600,000

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2024	Dec. 31, 2023
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	200,000,000	200,000,000
Common stock shares issued	101,401,280	86,623,596
Common stock, shares outstanding	101,401,280	86,623,596
Series B Preferred Stock [Member]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	66,667	66,667
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Series C Preferred Stock [Member]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	2,000,000	2,000,000
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, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	40,000	40,000
Preferred stock, shares issued	40,000	40,000
Preferred stock, shares outstanding	40,000	40,000

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Statement [Abstract]
Sales	$ 598,627		$ 1,349,905	$ 16,468
Cost of Goods Sold	179,157		477,079	13,257
Gross Profit (Loss)	419,470		872,826	3,211
Operating expenses:
General and administrative	251,930	22,920	911,192	127,792
Sales commissions	155,213		422,849
Consulting	265,128		755,997
Legal and professional	13,445	24,055	67,875	62,835
Research and development	3,512		61,875	5,000
Total operating expenses	689,228	46,975	2,219,787	195,627
Loss from operations	(269,758)	(46,975)	(1,346,962)	(192,416)
Other income (expense):
Interest expense	(3,282)	(155,756)	(110,304)	(307,865)
Gain on disposal of Resonate Blends			15,000
Gain on investment			69,243
Gain (loss) on change in derivative liability		123,227	(140,043)	(228,510)
Amortization of issuance costs		(143,633)	(10,246)	(277,608)
Gain (loss) on conversion of debt	(32,455)		(32,455)
Gain (loss) on settlement of notes payable		(5,033)		(5,033)
Total other income (expense)	(35,737)	(181,195)	(208,805)	(819,016)
Net loss	$ (305,495)	$ (228,170)	$ (1,555,767)	$ (1,011,432)
Net loss per share - basic	$ 0	$ 0	$ (0.02)	$ (0.01)
Net loss per share - diluted	$ 0	$ 0	$ (0.02)	$ (0.01)
Weighted average shares outstanding - basic	97,616,256	81,748,762	96,661,621	77,912,142

Condensed Statement of Stockhol

Condensed Statement of Stockholder's Equity (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, 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
Reclassification of convertible debt				(247,142)				(247,142)
Exercise of warrants			$ 127	29,873				30,000
Exercise of warrants, shares			1,273,273
Stock issuance for services			$ 25	2,278				2,303
Stock issuance for services, shares			250,000
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
Issuance of common stock in private placement			$ 14	9,986				10,000
Issuance of common stock in private placement, shares			137,500
Conversion of convertible debt			$ 328	241,900				242,228
Conversion of convertible debt, shares			3,282,219
Net loss							(1,415,979)	(1,415,979)
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
Stock issuance for services			$ 956	306,029				306,985
Stock issuance for services, shares			9,555,462
Conversion of convertible debt			$ 422	19,578	421,312			441,312
Conversion of convertible debt, shares			4,222,222
Net loss							(1,555,767)	(1,555,767)
Settlement of derivative liabilities				306,904				306,904
Balance at Sep. 30, 2024		$ 200	$ 10,040	$ 25,485,539	$ 421,312	$ (261,059)	$ (28,292,170)	$ (2,636,138)
Balance, shares at Sep. 30, 2024		2,000,000	100,401,280

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Cash flows from operating activities
Net loss	$ (305,495)	$ (228,170)	$ (1,555,767)	$ (1,011,432)	$ (1,415,979)
Adjustments to reconcile net loss to net cash used in operating activities:
Accrued interest, notes payable			110,304	277,608
Gain on derivative liability		(123,227)	140,043	228,510
Share professional fees/compensation				122,158
Gain on disposal of investment			15,000
Gain on disposal of subsidiary			69,243
Depreciation and amortization			17,136	6,543
Changes in operating assets and liabilities:
Inventory				59,609
Other receivables			(6,000)	30,000
Accounts payable and accrued expenses			484,213	376,820
Net cash used in operating activities			(725,828)	89,816
Cash flows from investing activities
Deposits on acquistions			(358,261)	(720,000)
Net cash provided by investing activities			(358,261)	(720,000)
Cash flows from financing activities
Payments to loans payable			(64,328)
Payments to loans payable, related parties			(55,800)	(94,847)
Payments to convertible note payable				(138,800)
Proceeds from warrant exercise				30,000
Proceeds from loans payable			4,415
Proceeds from loans payable, related parties			74,600
Proceeds from notes payable			1,186,500
Proceeds from convertible notes payable				760,000
Proceeds from issuance of common stock				10,000
Net cash provided by financing activities			1,145,387	566,353
Net increase (decrease) in cash			61,298	(63,831)
Cash at beginning of period			6,938	64,419	64,419
Cash at end of period	$ 68,236	$ 588	68,236	588	$ 6,938
Supplemental Cash Flow Information:
Cash paid for interest			553
Cash paid for income taxes
Non-cash investing and financing information:
Conversion of debt for common stock			$ 20,000	$ 242,228

ORGANIZATION AND BUSINESS OPERA

ORGANIZATION AND BUSINESS OPERATIONS	9 Months Ended
	Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1 – ORGANIZATION AND BUSINESS OPERATIONS 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 1993. In February 1996, the Company changed its name to Brock International Inc., and in March 1998, the Company again changed its’ 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. 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 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. 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, pursuant to which Mr. Selzer sold all 2,000,000 10.00 On February 26, 2024, the Company 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 (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 (the “Exchange Shares”) that shall convert into 93 Effective August 8, 2024, the Company entered into a Reformation of Share Exchange Agreement (the “Reformation Agreement”) with EMGE and the EMGE Preferred Shareholders. The Reformation Agreement was entered into after the Company, EMGE and the EMGE Preferred Shareholders having independently determined that the structure of the Exchange Agreement resulted in the parties’ experiencing consequences that were unintended and that would not, in the long term, be beneficial to the parties and that a reformation of the Exchange Agreement from a share-for-share structure to a share-for-asset structure would be beneficial to each of the parties. By the Reformation Agreement, share-for-share structure of the Exchange Agreement was reformed to become a share-for-asset structure (the “Reformation”). Effecting the Reformation produced the following actions (the “Reformation Actions”): (a) First, the issuances of the Company Exchange Shares to the EMGE Preferred Shareholders were rescinded. (b) Next, the assignments of the EMGE Equity Interests by the EMGE Preferred Shareholders to the Company were rescinded. (c) The Company, then, re-issued the Exchange Shares to EMGE, in consideration of the following assets of EMGE (the “Acquired Assets”): ● All of the capital stock of Evolutionary Biologics, Inc.; ● All of the capital stock of Apollo Biowellness, Inc.; ● All of the capital stock of Nanosthetic, Inc.; and ● All of the capital stock of Nanogistics, Inc. In addition, the Reformation Actions resulted in the Company’s no longer being the controlling shareholder of EMGE. On March 14, 2024, in conjunction with the acquisition of EMGE, we entered into an Agreement of Conveyance, Transfer and Assignment of Subsidiary with two of the Company’s then-wholly-owned subsidiaries, Resonate Blends, LLC, a California limited liability company, and Entourage Labs, LLC, a California limited liability company, and our former Chief Executive Officer and Director, Geoffrey Selzer. Pursuant to the Conveyance Agreement, the Company assigned its’ 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 the Company (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 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. 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 September 30, 2024, the Company has an accumulated deficit of $ 28,292,170

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2024
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 September 30, 2024 and December 31, 2023, 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. EMGE sells ingestible and topical products to retail customers across the United States of America. The Company’s standard delivery method is “free on board” shipping point. Consequently, the Company considers control of products to transfer at a single point in time when control is transferred to the customer, which is generally when products are shipped in accordance with an agreement or purchase order. Control is defined as the ability to direct the use of and obtain substantially all of the remaining benefits of the product. The Company considers the customer’s purchase order, and the Company’s corresponding sales order acknowledgement as the contract with the customer. For each contract, the Company considers the promise to transfer products to be the identified performance obligations. The Company satisfies its performance obligations under a contract with a customer by transferring goods and services in exchange for monetary consideration from the customer. Sales taxes the Company collects concurrent with revenue-producing activities are excluded from revenue. Revenue is deferred when the Company receives payment under a contract with a customer prior to satisfying its performance obligation. As the majority of orders are processed and shipped immediately upon receipt of payment, it is rare that revenue is deferred. There was no Significant payment terms – The Company’s contracts with its customers state the final terms of the sale, including the description, quantity, and price of each product purchased. Payments are typically due prior to delivery. Since the customer agrees to a stated rate and price in the contract that do not vary over the contract, the Company’s contracts do not contain variable consideration. Economic factors - The Company’s revenues and accounts receivable are derived primarily from the United States with no particular concentration in any industry. Sales revenue is impacted by overall economic conditions, as there are fewer sales when the Company’s customers are impacted by negative economic conditions. Returns, refunds, and warranties – The Company has a 30-day return policy on all products. As the amount of returned product is minimal, management believes that returns on any goods sold subsequent to September 30, 2024, and 2023, were not material. 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, 2024 and year ended December 31, 2023. SUMMARY OF ASSETS AND LIABILITIES MEASURED AT VALUE ON RECURRING BASIS As of September 30, 2024 Level 1 Level 2 Level 3 Total Liabilities Derivative Liabilities $ - $ - $ - $ - As of December 31, 2023 Level 1 Level 2 Level 3 Total Liabilities Derivative Liabilities $ - $ - $ 166,861 $ 166,861 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	9 Months Ended
	Sep. 30, 2024
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 3 – RELATED PARTY TRANSACTIONS Management has periodically advanced funds to the Company for operating expenses. At September 30, 2024 and December 31, 2023, amounts due related parties were $ 192,710 70,099 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 NOTES PAYABLE

CONVERTIBLE NOTES PAYABLE	9 Months Ended
	Sep. 30, 2024
Debt Disclosure [Abstract]
CONVERTIBLE NOTES PAYABLE	NOTE 4 - CONVERTIBLE NOTES PAYABLE Convertible notes payable consists of the following as of September 30, 2024 and December 31, 2023: SCHEDULE OF CONVERTIBLE NOTES PAYABLE September 30, 2024 December 31, 2023 Convertible notes face value $ 1,537,500 $ 1,852,800 Less: Discounts (2,463 ) (6,766 ) Less: Debt issuance cost - - Net convertible notes $ 1,535,037 $ 1,845,734 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 (i) during the previous twenty (20) Trading Day period ending on the date of issuance of this Note, or (ii) during the previous twenty (20) Trading Day period ending on the Conversion Date 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 totaling $ 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 In March 2024, the Company obtained a loan from AJB Capital Investments, LLC (“AJB”) which netted the Company $ 252,000 280,000 28,000 12 The AJB Note is secured by all assets of the Company. In March 2024, the Company obtained a loan from Ray Vollintine (“Vollintine”) which netted the Company $ 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 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	9 Months Ended
	Sep. 30, 2024
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 September 30, 2024 December 31, 2023 Exercise price $ 0 $ 0.0133 Expected volatility 0 % 460 % Risk-free interest rate 0 % 4.64 % Expected term (in years) 0 1.0 Expected dividend rate 0 % 0 % Derivative liabilities measurement input 0 % 0 %

SENIOR PROMISSORY NOTE

SENIOR PROMISSORY NOTE	9 Months Ended
	Sep. 30, 2024
Senior Promissory Note
SENIOR PROMISSORY NOTE	NOTE 6 – SENIOR PROMISSORY NOTE On June 20, 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 20, 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

AGREEMENT AND PLAN OF MERGER WI

AGREEMENT AND PLAN OF MERGER WITH PEGASUS SPECIALTY VEHICLES, LLC	9 Months Ended
	Sep. 30, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [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 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. 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

SHARE EXCHANGE AGREEMENT

SHARE EXCHANGE AGREEMENT	9 Months Ended
	Sep. 30, 2024
Share Exchange Agreement
SHARE EXCHANGE AGREEMENT	NOTE 8 – SHARE EXCHANGE AGREEMENT On February 26, 2024, the Company 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 (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 (the Exchange Shares) that shall convert into 93% of the common stock of the Company on a fully-diluted basis (the “Series F Preferred Stock”), which shares of Series F Preferred Stock are currently issuable to the EMGE Preferred Shareholders and are to be issued upon the Company’s filing of a Certificate of Designation with the State of Nevada; (b) the Company consummated the Conveyance Agreement; and (c) all persons serving as directors and officers of the Company prior to the consummation of the Exchange Agreement resigned and appointed four new members of the Company’s Board of Directors Effective August 8, 2024, the Company entered into a Reformation of Share Exchange Agreement (the Reformation Agreement) with EMGE and the EMGE Preferred Shareholders. The Reformation Agreement was entered into after the Company, EMGE and the EMGE Preferred Shareholders having independently determined that the structure of the Exchange Agreement resulted in the parties’ experiencing consequences that were unintended and that would not, in the long term, be beneficial to the parties and that a reformation of the Exchange Agreement from a share-for-share structure to a share-for-asset structure would be beneficial to each of the parties. By the Reformation Agreement, share-for-share structure of the Exchange Agreement was reformed to become a share-for-asset structure (the Reformation). Effecting the Reformation produced the following actions (the Reformation Actions): (a) First, the issuances of the Company Exchange Shares to the EMGE Preferred Shareholders were rescinded. (b) Next, the assignments of the EMGE Equity Interests by the EMGE Preferred Shareholders to the Company were rescinded. (c) The Company, then, re-issued the Exchange Shares to EMGE, in consideration of the following assets of EMGE (the “Acquired Assets”): ● All of the capital stock of Evolutionary Biologics, Inc.; ● All of the capital stock of Apollo Biowellness, Inc.; ● All of the capital stock of Nanosthetic, Inc.; and ● All of the capital stock of Nanogistics, Inc. In addition, the Reformation Actions resulted in the Company’s no longer being the controlling shareholder of EMGE.

STOCKHOLDERS_ EQUITY

STOCKHOLDERS’ EQUITY	9 Months Ended
	Sep. 30, 2024
Equity [Abstract]
STOCKHOLDERS’ EQUITY	NOTE 9 – STOCKHOLDERS’ EQUITY During the nine months ended September 30, 2024, the Company issued the following shares of common stock: ● The Company issued a total of 9,555,462 306,985 ● The Company issued a total of 4,222,222 20,000

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 10 – SUBSEQUENT EVENTS Management has evaluated subsequent events, in accordance with FASB ASC Topic 855, “Subsequent Events,” through the date which the financial statements were available to be issued and there are no material subsequent events, except as described below. Assumption of Debt Further to the Reformation Agreement, subsequent to September 30, 2024, the Company completed the assumption of obligations of EMGE associated with the Acquired Assets in the principal amount of $ 335,000 83,000 417,965

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2024
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 September 30, 2024 and December 31, 2023, 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. EMGE sells ingestible and topical products to retail customers across the United States of America. The Company’s standard delivery method is “free on board” shipping point. Consequently, the Company considers control of products to transfer at a single point in time when control is transferred to the customer, which is generally when products are shipped in accordance with an agreement or purchase order. Control is defined as the ability to direct the use of and obtain substantially all of the remaining benefits of the product. The Company considers the customer’s purchase order, and the Company’s corresponding sales order acknowledgement as the contract with the customer. For each contract, the Company considers the promise to transfer products to be the identified performance obligations. The Company satisfies its performance obligations under a contract with a customer by transferring goods and services in exchange for monetary consideration from the customer. Sales taxes the Company collects concurrent with revenue-producing activities are excluded from revenue. Revenue is deferred when the Company receives payment under a contract with a customer prior to satisfying its performance obligation. As the majority of orders are processed and shipped immediately upon receipt of payment, it is rare that revenue is deferred. There was no Significant payment terms – The Company’s contracts with its customers state the final terms of the sale, including the description, quantity, and price of each product purchased. Payments are typically due prior to delivery. Since the customer agrees to a stated rate and price in the contract that do not vary over the contract, the Company’s contracts do not contain variable consideration. Economic factors - The Company’s revenues and accounts receivable are derived primarily from the United States with no particular concentration in any industry. Sales revenue is impacted by overall economic conditions, as there are fewer sales when the Company’s customers are impacted by negative economic conditions. Returns, refunds, and warranties – The Company has a 30-day return policy on all products. As the amount of returned product is minimal, management believes that returns on any goods sold subsequent to September 30, 2024, and 2023, were not material.
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, 2024 and year ended December 31, 2023. SUMMARY OF ASSETS AND LIABILITIES MEASURED AT VALUE ON RECURRING BASIS As of September 30, 2024 Level 1 Level 2 Level 3 Total Liabilities Derivative Liabilities $ - $ - $ - $ - As of December 31, 2023 Level 1 Level 2 Level 3 Total Liabilities Derivative Liabilities $ - $ - $ 166,861 $ 166,861
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)	9 Months Ended
	Sep. 30, 2024
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, 2024 and year ended December 31, 2023. SUMMARY OF ASSETS AND LIABILITIES MEASURED AT VALUE ON RECURRING BASIS As of September 30, 2024 Level 1 Level 2 Level 3 Total Liabilities Derivative Liabilities $ - $ - $ - $ - As of December 31, 2023 Level 1 Level 2 Level 3 Total Liabilities Derivative Liabilities $ - $ - $ 166,861 $ 166,861

CONVERTIBLE NOTES PAYABLE (Tabl

CONVERTIBLE NOTES PAYABLE (Tables)	9 Months Ended
	Sep. 30, 2024
Debt Disclosure [Abstract]
SCHEDULE OF CONVERTIBLE NOTES PAYABLE	Convertible notes payable consists of the following as of September 30, 2024 and December 31, 2023: SCHEDULE OF CONVERTIBLE NOTES PAYABLE September 30, 2024 December 31, 2023 Convertible notes face value $ 1,537,500 $ 1,852,800 Less: Discounts (2,463 ) (6,766 ) Less: Debt issuance cost - - Net convertible notes $ 1,535,037 $ 1,845,734

DERIVATIVE LIABILITIES (Tables)

DERIVATIVE LIABILITIES (Tables)	9 Months Ended
	Sep. 30, 2024
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 September 30, 2024 December 31, 2023 Exercise price $ 0 $ 0.0133 Expected volatility 0 % 460 % Risk-free interest rate 0 % 4.64 % Expected term (in years) 0 1.0 Expected dividend rate 0 % 0 % Derivative liabilities measurement input 0 % 0 %

ORGANIZATION AND BUSINESS OPE_2

ORGANIZATION AND BUSINESS OPERATIONS (Details Narrative)	Mar. 14, 2024 $ / shares shares	Oct. 25, 2019 shares	Nov. 16, 2013 shares	Oct. 28, 2013	Sep. 30, 2024 USD ($)	Dec. 31, 2023 USD ($)
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.
Accumulated deficit | $					$ 28,292,170	$ 26,736,403
Series F Preferred Stock [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Preferred stock, convertible ratio	93
Share Exchange Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of shares issued during period			65,640,207
Percentage of common shares issued and outstanding			100%
Resonate Purchase Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of shares issued during period		665,072
Percentage of common shares issued and outstanding		5%
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
Percentage of common shares issued and outstanding		5%
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]
Collaborative Arrangement and Arrangement Other than Collaborative [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 the Company (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
Conveyance Agreement [Member] | Mark S. Johnson [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Equity interest percentage		49%
Number of cancellation shares of common stock		20,000
Securities Purchase Agreement [Member] | Series C Preferred Stock [Member] | Geoffrey Selzer [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stock issued during period shares new issues	2,000,000
Share price | $ / shares	$ 10

SUMMARY OF ASSETS AND LIABILITI

SUMMARY OF ASSETS AND LIABILITIES MEASURED AT VALUE ON RECURRING BASIS (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Platform Operator, Crypto Asset [Line Items]
Derivative liabilities		$ 166,861
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

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Allowance for doubtful accounts and bad debts	$ 0	$ 0
Deferred revenue	0	$ 0
Property and equipment excess capitalized cost	1,000
Payments to acquire productive assets	$ 1,000
Minimum [Member]
Property, Plant and Equipment [Line Items]
Property and equipment useful life	3 years
Maximum [Member]
Property, Plant and Equipment [Line Items]
Property and equipment useful life	7 years

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	Mar. 14, 2024	Sep. 30, 2024	Dec. 31, 2023
Conveyance Agreement [Member]
Related Party Transaction [Line Items]
Related party, 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
Related Party [Member]
Related Party Transaction [Line Items]
Due to related parties		$ 192,710	$ 70,099

SCHEDULE OF CONVERTIBLE NOTES P

SCHEDULE OF CONVERTIBLE NOTES PAYABLE (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Debt Disclosure [Abstract]
Convertible notes face value	$ 1,537,500	$ 1,852,800
Less: Discounts	(2,463)	(6,766)
Less: Debt issuance cost
Net convertible notes	$ 1,535,037	$ 1,845,734

CONVERTIBLE NOTES PAYABLE (Deta

CONVERTIBLE NOTES PAYABLE (Details Narrative)							1 Months Ended	12 Months Ended
	Mar. 14, 2024	Nov. 11, 2023 USD ($)	Sep. 29, 2023 shares	Jul. 10, 2023 shares	Sep. 08, 2022 USD ($)	Jun. 27, 2022 USD ($)	Mar. 31, 2024 USD ($) $ / shares shares	Dec. 31, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Sep. 30, 2024 USD ($)
Short-Term Debt [Line Items]
Principal amount								$ 1,852,800		$ 1,537,500
Trading day period	(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 (the Exchange Shares) that shall convert into 93% of the common stock of the Company on a fully-diluted basis (the “Series F Preferred Stock”), which shares of Series F Preferred Stock are currently issuable to the EMGE Preferred Shareholders and are to be issued upon the Company’s filing of a Certificate of Designation with the State of Nevada; (b) the Company consummated the Conveyance Agreement; and (c) all persons serving as directors and officers of the Company prior to the consummation of the Exchange Agreement resigned and appointed four new members of the Company’s Board of Directors				(i) during the previous twenty (20) Trading Day period ending on the date of issuance of this Note, or (ii) during the previous twenty (20) Trading Day period ending on the Conversion Date
Vollintine Warrant [Member]
Short-Term Debt [Line Items]
Exercise price of warrants | $ / shares							$ 0.00001
Number of common stock issued | shares							7,200,000
Net proceeds from sale of stock							$ 250,000
Convertible Promissory Notes [Member]
Short-Term Debt [Line Items]
Principal amount								$ 457,500
Number of warrants | shares								250,000
Number of common stock issued | shares								6,243,000
Convertible price per share | $ / shares								$ 0.08
Debt issuance costs								$ 37,500
Net of unamortized discount								$ 453,125
Converted percentage								4%
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
Exercise price of warrants | $ / shares									$ 0.40
Number of common stock issued | 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		73
Convertible Promissory Notes [Member] | Unsecured Debt [Member]
Short-Term Debt [Line Items]
Notes payable									$ 200,000
Interest rate on principal									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
Senior Secured Convertible Promissory Note [Member] | AJB Capital Investments LLC [Member]
Short-Term Debt [Line Items]
Interest rate on principal					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
AJB Note [Member]
Short-Term Debt [Line Items]
Interest rate on principal							12%
Principal amount							$ 280,000
Proceeds from loans							252,000
Original debt, amount							$ 28,000
Ray Vollintine Note [Member]
Short-Term Debt [Line Items]
Interest rate on principal							12%
Principal amount							$ 280,000
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
Proceeds from loans							$ 250,000
Original debt, amount							$ 30,000

SCHEDULE OF DERIVATIVE LIABILIT

SCHEDULE OF DERIVATIVE LIABILITIES (Details)	Sep. 30, 2024	Dec. 31, 2023
Measurement Input, Exercise Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liabilities measurement input	0	0.0133
Measurement Input, Price Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liabilities measurement input	0	460
Measurement Input, Risk Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liabilities measurement input	0	4.64
Measurement Input, Expected Term [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liabilities measurement input	0	1
Measurement Input, Expected Dividend Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liabilities measurement input	0	0

SENIOR PROMISSORY NOTE (Details

SENIOR PROMISSORY NOTE (Details Narrative) - USD ($)	Jun. 20, 2023	Sep. 30, 2024	Dec. 31, 2023
Short-Term Debt [Line Items]
Principal amount		$ 1,537,500	$ 1,852,800
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
Additional commitment shares	330,000
Senior Promissory Note [Member] | Pegasus Specialty Vehicles LLC [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 ($)		9 Months Ended		12 Months Ended
	Jun. 20, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Business Acquisition [Line Items]
Principal amount		$ 1,537,500		$ 1,852,800
Proceeds from notes payable		$ 1,186,500
Senior Promissory Note [Member]
Business Acquisition [Line Items]
Principal amount	$ 575,000
Pegasus Specialty Vehicles LLC [Member]
Business Acquisition [Line Items]
Financing closed cost	3,000,000
Loaned pre-closing	435,000			$ 970,000
Assets loan	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
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

SHARE EXCHANGE AGREEMENT (Detai

SHARE EXCHANGE AGREEMENT (Details Narrative)	Mar. 14, 2024	Sep. 08, 2022
Share Exchange Agreement
Share 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 (the Exchange Shares) that shall convert into 93% of the common stock of the Company on a fully-diluted basis (the “Series F Preferred Stock”), which shares of Series F Preferred Stock are currently issuable to the EMGE Preferred Shareholders and are to be issued upon the Company’s filing of a Certificate of Designation with the State of Nevada; (b) the Company consummated the Conveyance Agreement; and (c) all persons serving as directors and officers of the Company prior to the consummation of the Exchange Agreement resigned and appointed four new members of the Company’s Board of Directors	(i) during the previous twenty (20) Trading Day period ending on the date of issuance of this Note, or (ii) during the previous twenty (20) Trading Day period ending on the Conversion Date

STOCKHOLDERS_ EQUITY (Details N

STOCKHOLDERS’ EQUITY (Details Narrative) - Common Stock [Member]	9 Months Ended
	Sep. 30, 2024 USD ($) shares
Convertible Debt [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Issuance of common stock for debt conversions, shares | shares	9,555,462
Accrued interest | $	$ 306,985
Convertible Debt One [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Issuance of common stock for debt conversions, shares | shares	4,222,222
Accrued interest | $	$ 20,000

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - USD ($)	2 Months Ended
	Nov. 25, 2024	Sep. 30, 2024	Sep. 29, 2024	Dec. 31, 2023
Subsequent Event [Line Items]
Debt Instrument, Face Amount		$ 1,537,500		$ 1,852,800
Reformation Agreement [Member]
Subsequent Event [Line Items]
Debt Instrument, Face Amount			$ 335,000
Reformation Agreement [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Debt Instrument, Increase, Accrued Interest	$ 83,000
Repayments of Debt	$ 417,965