Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 20, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 333-222631 | |
Entity Registrant Name | Adorbs Inc | |
Entity Central Index Key | 0001726822 | |
Entity Tax Identification Number | 82-3155323 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 36 Fourth Ave. N | |
Entity Address, City or Town | Yorkton Saskatchewan | |
Entity Address, Country | CA | |
Entity Address, Postal Zip Code | S3N 2V7 | |
City Area Code | 306 | |
Local Phone Number | 563-4123 | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 598,545,644 |
Condensed Balance Sheets (Unaud
Condensed Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 10,574 | $ 41,808 |
Accounts receivable | 3,104 | 1,344 |
Inventory | 38,542 | 35,281 |
Prepaid and other assets | 1,181 | 1,179 |
Total current assets | 53,400 | 79,612 |
Goodwill | 512,196 | |
Intangible assets | 830,571 | 88,923 |
Total assets | 883,972 | 680,731 |
Current Liabilities | ||
Accrued payable and accrued liabilities | 42,028 | 42,953 |
Common stock payable | 843,878 | |
Convertible note -related party | 27,778 | |
Due to related parties | 228,688 | 227,704 |
Total current liabilities | 298,494 | 1,114,535 |
Government loans | 29,584 | 29,532 |
Total liabilities | 328,078 | 1,144,067 |
Stockholders’ Equity (Deficit) | ||
Common stock, Par Value $0.001, 700,000,000 shares authorized, 598,545,644 and 598,545,644 shares issued and outstanding of shares as of September 30, 2023 and December 31, 2022, respectively | 598,546 | 75,000 |
Additional paid in capital | 2,080,075 | 25,740 |
Accumulated deficit | (2,035,661) | (525,881) |
Accumulated other comprehensive loss | (87,066) | (38,195) |
Total stockholders’ equity (deficit) | 555,894 | (463,336) |
Total liabilities and stockholders’ equity (deficit) | $ 883,972 | $ 680,731 |
Condensed Balance Sheets (Una_2
Condensed Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 700,000,000 | 700,000,000 |
Common stock, shares issued | 598,545,644 | 598,545,644 |
Common stock, shares Outstanding | 598,545,644 | 598,545,644 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenue, net | ||||
Revenue, net | $ 16,260 | $ 42,154 | $ 76,871 | $ 122,927 |
Cost of sales | 6,015 | 5,333 | 26,255 | 44,471 |
Gross margin | 10,245 | 36,821 | 50,617 | 78,456 |
Operating expenses | ||||
General and administrative expenses | (21,030) | 31,970 | 34,738 | 64,122 |
Professional fees | 16,242 | 94,716 | 66,500 | 263,607 |
Amortization of intangible assets | 417,924 | 11,107 | 845,293 | 30,055 |
Impairment of goodwill and intangible | 590,512 | |||
Total operating expenses | 413,136 | 137,794 | 1,537,043 | 357,784 |
Loss from operations | (402,891) | (100,973) | (1,486,426) | (279,328) |
Other income (expense) | ||||
Interest expense | (7,067) | (449) | (7,745) | (1,292) |
Total other income (expense) | (7,067) | (449) | (7,745) | (1,292) |
Loss from continuing operations before income taxes | (409,958) | (101,422) | (1,494,171) | (280,620) |
Provision (benefit) for income taxes | ||||
Loss from continuing operations | (409,958) | (101,422) | (1,494,171) | (280,620) |
Loss from discontinued operations | (5,177) | (5,760) | (15,609) | (21,086) |
Net loss | $ (415,135) | $ (107,182) | $ (1,509,780) | $ (301,706) |
Basic and diluted loss per share: | ||||
Loss from continuing operations - Basic | $ 0 | $ 0 | $ 0 | $ 0 |
Loss from continuing operations - DIluted | 0 | 0 | 0 | 0 |
Loss from discontinued operations - Basic | 0 | 0 | 0 | 0 |
Loss from discontinued operations - Diluted | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average number of shares outstanding - Basic | 598,545,644 | 75,000,000 | 598,545,644 | 67,324,064 |
Weighted average number of shares outstanding - Diluted | 598,545,644 | 75,000,000 | 598,545,644 | 67,324,064 |
Comprehensive loss: | ||||
Net loss | $ (415,135) | $ (107,182) | $ (1,509,780) | $ (301,706) |
Foreign currency translation adjustment | (41,622) | (20,430) | (48,871) | (37,101) |
Comprehensive loss | $ (456,757) | $ (127,612) | $ (1,558,651) | $ (338,807) |
Condensed Statements of Changes
Condensed Statements of Changes in Shareholders' Deficit (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2021 | $ 23,890 | $ 25,740 | $ (183,311) | $ (133,681) | |
Beginnig balance, shares at Dec. 31, 2021 | 23,889,500 | ||||
Shares issued with the acquisition of MySpray | $ 51,110 | 51,110 | |||
Shares issued with acquisition of MySpray, Shares | 51,110,500 | ||||
Net loss | (34,120) | (34,120) | |||
Ending balance, value at Mar. 31, 2022 | $ 75,000 | 25,740 | (217,431) | (116,691) | |
Ending balance, shares at Mar. 31, 2022 | 75,000,000 | ||||
Change in exchange rates | (16,671) | (16,671) | |||
Net loss | (160,404) | (160,404) | |||
Ending balance, value at Jun. 30, 2022 | $ 75,000 | 25,740 | (16,671) | (377,835) | (293,766) |
Ending balance, shares at Jun. 30, 2022 | 75,000,000 | ||||
Change in exchange rates | (20,430) | (20,430) | |||
Net loss | (107,182) | (107,182) | |||
Ending balance, value at Sep. 30, 2022 | $ 75,000 | (37,101) | (485,017) | (421,377) | |
Ending balance, shares at Sep. 30, 2022 | 75,000,000 | ||||
Beginning balance, value at Dec. 31, 2022 | $ 75,000 | 25,740 | (38,195) | (525,881) | (463,336) |
Beginnig balance, shares at Dec. 31, 2022 | 75,000,000 | ||||
Issuance of acquisition shares | $ 569,890 | 569,890 | |||
Issuance of acquisition shares, shares | 569,889,500 | ||||
Change in exchange rates | 290 | 290 | |||
Net loss | (60,305) | (60,305) | |||
Ending balance, value at Mar. 31, 2023 | $ 644,890 | 25,740 | (37,905) | (586,186) | 46,538 |
Ending balance, shares at Mar. 31, 2023 | 644,889,500 | ||||
Private placement issuance of shares | $ 21,036 | 252,119 | 273,155 | ||
Private placement issuance of shares, Shares | 21,036,144 | ||||
Issuance of shares for services -prior | $ 6,000 | 71,125 | 77,125 | ||
Issuance of shares for services -prior, Shares | 6,000,000 | ||||
Repurchase of common shares | $ (24,000) | (52,291) | (76,291) | ||
Repurchase of common shares, Shares | (24,000,000) | ||||
Shares issued for purchase of intangible assets and service agreement | $ 44,920 | 1,662,476 | 1,707,396 | ||
Shares issued for purchase of intangible assets and service agreement, Shares | 44,920,000 | ||||
Capital contribution from officers | $ (95,000) | 95,000 | |||
Capital contribution from officers, Shares | (95,000,000) | ||||
Private placement of shares | $ 700 | 25,907 | 26,607 | ||
Private placement of shares, Shares | 700,000 | ||||
Change in exchange rates | (7,539) | (7,539) | |||
Net loss | (1,034,339) | (1,034,339) | |||
Ending balance, value at Jun. 30, 2023 | $ 598,546 | 2,080,075 | (45,444) | (1,620,526) | 1,012,651 |
Ending balance, shares at Jun. 30, 2023 | 598,545,644 | ||||
Change in exchange rates | (41,622) | (41,622) | |||
Net loss | (415,135) | (415,135) | |||
Ending balance, value at Sep. 30, 2023 | $ 598,546 | $ 2,080,075 | $ (87,066) | $ (2,035,661) | $ 555,894 |
Ending balance, shares at Sep. 30, 2023 | 598,545,644 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash Flows From Operating Activities | ||
Net loss | $ (1,509,780) | $ (301,706) |
Less : Loss from discontinued operation | (15,609) | (21,086) |
Loss from continuing operations | (1,494,171) | (280,620) |
Amortization of intangible assets | 845,293 | 30,055 |
Impairment of goodwill and intangible assets | 590,512 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (1,760) | (3,056) |
Inventory | (3,261) | 268 |
Accrued payable and accrued liabilities | (925) | 6,999 |
Net cash used in operating activities -continuing operations | (64,312) | (246,354) |
Net cash used in operating activities -discontinued operations | (15,609) | (21,086) |
Net cash used in operating activities | (79,921) | (267,440) |
Cash Flows from Investing Activities | ||
Acquisition of a business net of cash acquired | 19,981 | |
Net cash provided by investing activities | 19,981 | |
Cash Flows From Financing Activities | ||
Proceeds from the sale of common stock | 26,607 | |
Proceeds from convertible notes | 27,778 | |
Common stock payable | 271,669 | |
Proceeds from related party loans | 984 | 12,821 |
Net cash provided by financing activities | 55,369 | 284,490 |
Effect of exchange rates on cash and cash equivalents | (6,682) | 15,343 |
Net (decrease) increase in cash and cash equivalents | (31,234) | 52,374 |
Cash and cash equivalents, beginning of year | 41,808 | 9,499 |
Cash and cash equivalents, end of year | 10,574 | 61,873 |
Supplemental disclosure of cash flow information | ||
Cash paid for income tax expense | ||
Cash paid for interest expense |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF THE BUSINESS | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND DESCRIPTION OF THE BUSINESS | NOTE 1 – ORGANIZATION AND DESCRIPTION OF THE BUSINESS Basis of Presentation and Organization Soul Biotechnology Corporation, f/k/a Adorbs Inc. (“Soul” or the “Company”) is a Nevada corporation. Adorbs was formerly a developmental stage corporation formed to provide organic children’s clothing designed to be cute, comfortable, and trendy. The Company was incorporated under the laws of the State of Nevada on October 18, 2017. On that date, the Company was authorized to issue 75,000,000 0.001 On February 10, 2022, the Company entered into a share exchange agreement (the “Share Exchange Agreement”) with MySpray Therapeutics Inc. (“MySpray”), a Saskatchewan, Canadian corporation, Nichol Martinuik (“Martinuik”) and Rachel Martinuik (“R. Martinuik”), the sole officers, directors, and shareholders of MySpray, Qatar Consulting Inc. & Company (“Qatar”), Broadway Creative Consultants Corp. (“Broadway”), and David Lazar (“Lazar”), as the sole officer and director of the Company and the managing member of Activist Investing LLC (“Activist”). Under the Share Exchange Agreement, One Hundred Percent ( 100% 51,110,500 569,889,500 700,000,000 Immediately after completion of such share exchange, the Company will have a total of 644,889,500 700,000,000 Consequently, the Company has ceased to fall under the definition of a shell company as defined in Rule 12b-2 under the Exchange Act of 1934, as amended (the “Exchange Act”) and MySpray is now a wholly-owned subsidiary. On May 5, 2022, the Company filed a Certificate of Amendment with the state of Nevada increasing its authorized shares from 75,000,000 to 700,000,000 0.001 MySpray creates innovative and clinically developed products for the global natural health community in the areas of immune function, mental health, and pain management and is currently the license holder of 9 Natural Product Numbers (NPN) through the Natural and Non-prescription Health Products Directorate division of Health Canada. MySpray is preparing to expand formulas to support clinical trials along with the licensing for research and development in the fields of mental health and the impact of treatment protocols with phytonutrients, medicinal mushrooms, and psychedelic compounds under our current “MyShrooms” brand. Also, MySpray is attempting end-to-end capabilities from substrate for growth, genetics, research, extraction, formulations, delivery, and distribution of the finished product. This could allow MySpray to maintain high-quality control and enable us to: ● Create formulations for clinical trials. ● Supply raw materials, standardized extracts, and medicinal compounds that are in high demand for ongoing academic research globally. ● Provide finished products direct to consumer. ● Offer white label manufacturing. The Company changed its name to Soul Biotechnology Corporation on January 3, 2023. On March 13, 2023, the sole existing director and officer resigned immediately. Accordingly, David Lazar, serving as a director and an officer, ceased to be the President, Chief Executive Officer, Chief Financial Officer, and as a Member of the Board of Directors of the Company. Also on March 13, 2023, Rachel Martinuik consented to the new CEO, CFO, Treasurer, and a Member of the Board of Directors of the Company and Nichol Martinuik consented to act as the new President, Secretary, and a Member of the Board of Directors of the Company. Rachel Martinuik, 47, CEO and Chair of the board of MySpray, has been part of MySpray from inception. In her previous role as Chief Operating Officer, her responsibilities included the oversight of MySpray’s resources and oversees budgetary expenditures. Nichol Martinuik, 47, President & Founder of MySpray, has been in health sciences, traditional medicine, and the natural health industry since 1997, gaining clinical experience in pain management, disease prevention, and therapeutic health solutions. On June 1, 2023 the Company decided to transition from its current Clinic Operations to the establishment of a research laboratory. This strategic move was driven by the Company’s commitment to innovation and advancing the field of healthcare through research and development to include clinical trials of medicinal mushrooms, cannabinoids, and psychedelic compounds including psilocybin. All of the assets and results of operations from Clinic Operations have been treated as discontinued operations for all periods presented in the condensed financial statements. See Note 4. Discontinued Operations. The Company’s year-end is December 31. All figures presented in this report are in US dollars unless stated otherwise. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING ASSUMPTIONS AND POLICIES | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING ASSUMPTIONS AND POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING ASSUMPTIONS AND POLICIES Basis of presentation The accompanying condensed consolidated financial statements have been prepared in accordance with the FASB’s ASC, which is the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of condensed financial statements in conformity with generally accepted accounting principles (“GAAP”) in the United States. The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary MySpray Therapeutics Inc. All intercompany accounts and transactions are eliminated in consolidation. Discontinued Operations The operations of the Company’s former Clinic Division has been presented as discontinued operations. Unless otherwise noted, amounts and disclosures throughout these Notes to Condensed Consolidated Financial Statements relate solely to continuing operations and exclude all discontinued operations. See Note 4. for additional information on discontinued operations. Going Concern The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve months following the date of these condensed consolidated financial statements. The Company expects to generate operating cash flow that will be sufficient to fund presently anticipated operations although there can be no assurance. This raises substantial doubt about the Company’s ability to continue as a going concern. Therefore, the Company will need to raise additional funds and is currently exploring alternative sources of financing to supplement the expected cash flow. Historically, the Company has raised capital through private placements, as an interim measure to finance working capital needs and may continue to raise additional capital through the sale of common stock or other securities and obtaining some short-term loans. The Company will be required to continue to do so until its operations become profitable. The Company may attempt to raise capital in the near future through the sale of equity or debt financing; however, there can be assurances the Company will be successful in doing so. There can be no assurance that such additional financing will be available to the Company on acceptable terms or at all. Management’ s Representation of Interim Condensed Consolidated Financial Statements The accompanying unaudited condensed consolidated financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Company uses the same accounting policies in preparing quarterly and annual condensed consolidated financial statements. Certain information and footnote disclosures normally included in condensed consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements include all of the adjustments, which in the opinion of management are necessary for a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year. Estimates The preparation of condensed consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities on the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to the amortization period for intangible assets and income taxes. The Company bases its estimates on historical experience, known or expected trends, and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these condensed consolidated financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates. Cash and Cash Equivalents For purposes of reporting within the statements of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents. As of September 30, 2023, and December 31, 2022, the on-hand cash balances were $ 10,574 41,808 Inventory Inventory, is stated at the lower of cost or net realizable value with cost determined under the first-in, first-out (“FIFO”) method. As of September 30, 2023, and December 31, 2022, inventory amounted to $ 38,542 35,281 Goodwill and Intangible Assets Goodwill represents the future economic benefit arising from other assets acquired that could not be individually identified and separately recognized. The goodwill arising from the Company’s acquisition is attributable to the value of the potential expanded market opportunity with new customers. Intangible assets have either an identifiable or indefinite useful life. Intangible assets with identifiable useful lives are amortized on a straight-line basis over their economic or legal life, whichever is shorter. The Company’s amortizable intangible assets consist primarily of customer relationships, trademarks, and product formulations. The useful life of these customer relationships is estimated to be three years. The Company also has purchased intellectual property which is amortized over a one year period. Goodwill is not amortized but is subject to annual impairment testing unless circumstances dictate more frequent assessments. The Company performs an annual impairment assessment for goodwill during the fourth quarter of each year and more frequently whenever events or changes in circumstances indicate that the fair value of the asset may be less than the carrying amount. Goodwill impairment testing compares the fair value of the reporting unit to its carrying amount. The fair value of the reporting unit is determined by considering both the income approach and market approaches. The fair values calculated under the income approach and market approaches are weighted based on circumstances surrounding the reporting unit. Under the income approach, the Company determines fair value based on estimated future cash flows of the reporting unit, which are discounted to the present value using discount factors that consider the timing and risk of cash flows. For the discount rate, the Company relies on the capital asset pricing model approach, which includes an assessment of the risk-free interest rate, the rate of return from publicly traded stocks, the Company’s risk relative to the overall market, the Company’s size and industry and other Company-specific risks. Other significant assumptions used in the income approach include the terminal value, growth rates, future capital expenditures, and changes in future working capital requirements. The market approaches use key multiples from guideline businesses that are comparable and are traded on a public market. If the fair value of the reporting unit is greater than its carrying amount, there is no impairment. If the reporting unit’s carrying amount exceeds its fair value, then an impairment loss is recognized in an amount equal to the excess. Due to the discontinuation of Clinic Operations as described throughout this Report, during the three months ended June 30, 2023, the Company performed an impairment analysis and determined that its goodwill and intangible assets were fully impaired. As a result the Company recorded an impairment charge of $ 590,512 Revenu e Recognition The Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) Other Assets and Deferred Costs – Contracts with Customers Foreign Currency Translation The functional and reporting currency of MySpray is the Canadian dollar. Monetary assets denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Average monthly rates are used to translate revenues and expenses. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Exchange gains or losses arising from foreign currency transactions are included in the determination of net income for the respective periods. Assets and liabilities of the Company’s operations are translated into the reporting currency, United States dollars, at the exchange rate in effect at the balance sheet dates. Revenue and expenses are translated at average rates in effect during the reporting periods. Assets and liabilities of the Company’s operations are translated into the reporting currency, United States dollars, at the exchange rate in effect at the balance sheet dates. Revenue and expenses are translated at average rates in effect during the reporting periods. Equity transactions are recorded at the historical rate when the transaction occurs. The resulting translation adjustment is reflected as accumulated other comprehensive income, a separate component of stockholders’ equity in the statement of stockholders’ equity. Differences may arise in the amount of bad debt expense, depreciation expense and amortization expense reported in the Company’s operating results as compared to the corresponding change in the allowance for doubtful accounts, accumulated depreciation, and accumulated amortization, respectively, due to foreign currency translation. These translation adjustments are reflected in accumulated other comprehensive income, a separate component of the Company’s stockholders’ equity. Income Taxes The Company accounts for income taxes pursuant to FASB ASC Topic 740, Income Taxes. Under FASB ASC Topic 740, deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences. The Company maintains a 100% valuation allowance with respect to deferred tax assets, therefore there are no deferred taxes on the Company’s Balance Sheet. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carry-forward period under the Federal tax laws. Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the reliability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimate. Fair Value Measurement The Company values its convertible notes and amounts due to related partings and short-term loans payable under FASB ASC 820 which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). The three levels of the fair value hierarchy are as follows: Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities, and listed equities. Level 2 – Valuations for assets and liabilities that can be obtained from readily available pricing sources via independent providers for market transactions involving similar assets or liabilities. The Company’s principal markets for these securities are the secondary institutional markets, and valuations are based on observable market data in those markets. Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. The Company uses Level 3 to value its derivative instruments. Employee Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC 718 Compensation-Stock Compensation (“ASC 718”). ASC 718 addresses all forms of share-based payment (“SBP”) awards including shares issued under employee stock purchase plans and stock incentive shares. Under ASC 718 awards result in a cost that is measured at fair value on the awards’ grant date, based on the estimated number of awards that are expected to vest, and will result in a charge to operations. Net Loss per Share Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, “Earnings per Share.” Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. Subsequent Event The Company evaluated subsequent events through the date when the condensed consolidated financial statements are issued for disclosure consideration. Recent Accounting Pronouncements There are no recent accounting pronouncements that have an impact on the Company’s operations. |
GOING CONCERN
GOING CONCERN | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | NOTE 3 – GOING CONCERN The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve months following the date of these condensed consolidated financial statements. The Company has incurred significant operating losses since its inception. As of September 30, 2023, the Company had a working capital deficit of $ 245,094 2,035,661 The Company expects to generate operating cash flows that will be sufficient to fund presently anticipated operations although there can be no assurance. This raises substantial doubt about the Company’s ability to continue as a going concern. Therefore, the Company will need to raise additional funds and is currently exploring alternative sources of financing to supplement the expected cash flow. Historically, the Company has raised capital through private placements, as an interim measure to finance working capital needs and may continue to raise additional capital through the sale of common stock or other securities and obtaining some short-term loans. The Company will be required to continue to do so until its operations become profitable. The Company may attempt to raise capital in the near future through the sale of equity or debt financing; however, there can be assurances the Company will be successful in doing so. There can be no assurance that such additional financing will be available to the Company on acceptable terms or at all. |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 9 Months Ended |
Sep. 30, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | NOTE 4 – DISCONTINUED OPERATIONS On September 1, 2023 the Company decided to transition from its current Clinic Operations to the establishment of a research laboratory. This strategic move was driven by the Company’s commitment to innovation and advancing the field of healthcare through research and development. All of the assets and results of operations from Clinic Operations have been treated as discontinued operations for all periods presented in the condensed financial statements. The assets and liabilities of Clinic Operations were transferred to the Company’s CEO and her spouse for no consideration since Clinic Operations were not profitable in either 2022 or 2023 to date. The following table reflects the results of operations from Clinic Operations for the periods presented. Schedule of discontinued operations Three Months Ended Nine Months Ended 2023 2022 2023 2022 Revenue $ 209 $ 39,613 $ 64,665 $ 93,462 Operating expenses 5,386 45,373 80,274 114,548 Discontinued operations, net of tax $ (5,177 ) $ (5,760 ) $ (15,609 ) $ (21,086 ) |
BUSINESS ACQUISITION
BUSINESS ACQUISITION | 9 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS ACQUISITION | NOTE 5 – BUSINESS ACQUISITION On February 10, 2022, the Company entered into a share exchange agreement (the “Share Exchange Agreement”) with MySpray Therapeutics Inc. (“MySpray”), a Saskatchewan, Canadian corporation, Nichol Martinuik (“Martinuik”) and Rachel Martinuik (“R. Martinuik”), the sole officers, directors, and shareholders of MySpray, Qatar Consulting Inc. & Company (“Qatar”), Broadway Creative Consultants Corp. (“Broadway”), and David Lazar (“Lazar”), as the sole officer and director of the Company and the managing member of Activist Investing LLC (“Activist”). Under the Share Exchange Agreement, One Hundred Percent ( 100% 51,110,500 700,000,000 569,889,500 For the acquisition of MySpray the following table summarizes the acquisition date fair value of the consideration paid, identifiable assets acquired and liabilities assumed: Consideration paid Schedule of consideration paid Common stock, 621,000,000 shares of the Company restricted common stock valued at $0.001 per share $ 621,000 Net liabilities assumed 62,777 Fair value of total consideration paid $ 683,777 Net assets acquired and liabilities assumed Schedule of asset and liabilities assumed Cash and cash equivalents $ 30,542 Accounts receivable 595 Inventory 53,431 Other assets 1,409 Total assets $ 85,977 Accounts payable and accrued liabilities 117,214 Government of Canada loan 31,540 Total liabilities 148,754 Net liabilities assumed $ 62,777 The Company has allocated the fair value of the total consideration paid of $ 547,022 136,755 590,512 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 6 – INTANGIBLE ASSETS During the three months ended June 30, 2023 the Company acquired intellectual property (IP) by issuing 44,920,000 1,707,396 845,293 830,571 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 7 – RELATED PARTY TRANSACTIONS The Company has been funded by its executive officers, a former executive officer, and officers of its subsidiary. As of September 30, 2023, the balance due to these individuals amounted to $ 228,688 227,704 984 On September 19, 2023 the former CEO of the Company, David Lazar entered into a $ 27,778 3.5% September 10, 2024 On June 1, 2023 the Company decided to transition from its current Clinic Operations to the establishment of a research laboratory. This strategic move was driven by the Company’s commitment to innovation and advancing the field of healthcare through research and development. All of the assets and results of operations from Clinic Operations have been treated as discontinued operations for all periods presented in the condensed consolidated financial statements. The assets and liabilities of Clinic Operations were transferred to the Company’s CEO and her spouse for no consideration since Clinic Operations were not profitable in either 2022 or 2023 to date. During the three months ended June 30, 2023 the Company’s CEO and her spouse each voluntarily donated 47,500,000 of their common shares, for of total of 95,000,000 |
COMMON STOCK AND COMMON STOCK P
COMMON STOCK AND COMMON STOCK PAYABLE | 9 Months Ended |
Sep. 30, 2023 | |
Common Stock And Common Stock Payable | |
COMMON STOCK AND COMMON STOCK PAYABLE | NOTE 8 – COMMON STOCK AND COMMON STOCK PAYABLE On May 5, 2022, the Company filed a Certificate of Amendment with the state of Nevada increasing its authorized shares from 75,000,000 to 700,000,000 0.001 598,545,644 Ø 21,736,144 299,762 Ø 44,920,000 1,707,396 Ø 24,000,000 76,201 Ø 6,000,000 77,125 Ø 95,000,000 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9 – SUBSEQUENT EVENTS In accordance with the Statement of Financial Accounting Standards (“SFAS”) 165 (ASC 855-10) management has performed an evaluation of subsequent events through the date that the condensed consolidated financial statements were available to be issued and has determined that it does not have any material subsequent events to disclose in these condensed consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING ASSUMPTIONS AND POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The accompanying condensed consolidated financial statements have been prepared in accordance with the FASB’s ASC, which is the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of condensed financial statements in conformity with generally accepted accounting principles (“GAAP”) in the United States. The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary MySpray Therapeutics Inc. All intercompany accounts and transactions are eliminated in consolidation. |
Discontinued Operations | Discontinued Operations The operations of the Company’s former Clinic Division has been presented as discontinued operations. Unless otherwise noted, amounts and disclosures throughout these Notes to Condensed Consolidated Financial Statements relate solely to continuing operations and exclude all discontinued operations. See Note 4. for additional information on discontinued operations. |
Going Concern | Going Concern The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve months following the date of these condensed consolidated financial statements. The Company expects to generate operating cash flow that will be sufficient to fund presently anticipated operations although there can be no assurance. This raises substantial doubt about the Company’s ability to continue as a going concern. Therefore, the Company will need to raise additional funds and is currently exploring alternative sources of financing to supplement the expected cash flow. Historically, the Company has raised capital through private placements, as an interim measure to finance working capital needs and may continue to raise additional capital through the sale of common stock or other securities and obtaining some short-term loans. The Company will be required to continue to do so until its operations become profitable. The Company may attempt to raise capital in the near future through the sale of equity or debt financing; however, there can be assurances the Company will be successful in doing so. There can be no assurance that such additional financing will be available to the Company on acceptable terms or at all. |
Management’s Representation of Interim Condensed Consolidated Financial Statements | Management’ s Representation of Interim Condensed Consolidated Financial Statements The accompanying unaudited condensed consolidated financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Company uses the same accounting policies in preparing quarterly and annual condensed consolidated financial statements. Certain information and footnote disclosures normally included in condensed consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements include all of the adjustments, which in the opinion of management are necessary for a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year. |
Estimates | Estimates The preparation of condensed consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities on the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to the amortization period for intangible assets and income taxes. The Company bases its estimates on historical experience, known or expected trends, and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these condensed consolidated financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents For purposes of reporting within the statements of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents. As of September 30, 2023, and December 31, 2022, the on-hand cash balances were $ 10,574 41,808 |
Inventory | Inventory Inventory, is stated at the lower of cost or net realizable value with cost determined under the first-in, first-out (“FIFO”) method. As of September 30, 2023, and December 31, 2022, inventory amounted to $ 38,542 35,281 |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill represents the future economic benefit arising from other assets acquired that could not be individually identified and separately recognized. The goodwill arising from the Company’s acquisition is attributable to the value of the potential expanded market opportunity with new customers. Intangible assets have either an identifiable or indefinite useful life. Intangible assets with identifiable useful lives are amortized on a straight-line basis over their economic or legal life, whichever is shorter. The Company’s amortizable intangible assets consist primarily of customer relationships, trademarks, and product formulations. The useful life of these customer relationships is estimated to be three years. The Company also has purchased intellectual property which is amortized over a one year period. Goodwill is not amortized but is subject to annual impairment testing unless circumstances dictate more frequent assessments. The Company performs an annual impairment assessment for goodwill during the fourth quarter of each year and more frequently whenever events or changes in circumstances indicate that the fair value of the asset may be less than the carrying amount. Goodwill impairment testing compares the fair value of the reporting unit to its carrying amount. The fair value of the reporting unit is determined by considering both the income approach and market approaches. The fair values calculated under the income approach and market approaches are weighted based on circumstances surrounding the reporting unit. Under the income approach, the Company determines fair value based on estimated future cash flows of the reporting unit, which are discounted to the present value using discount factors that consider the timing and risk of cash flows. For the discount rate, the Company relies on the capital asset pricing model approach, which includes an assessment of the risk-free interest rate, the rate of return from publicly traded stocks, the Company’s risk relative to the overall market, the Company’s size and industry and other Company-specific risks. Other significant assumptions used in the income approach include the terminal value, growth rates, future capital expenditures, and changes in future working capital requirements. The market approaches use key multiples from guideline businesses that are comparable and are traded on a public market. If the fair value of the reporting unit is greater than its carrying amount, there is no impairment. If the reporting unit’s carrying amount exceeds its fair value, then an impairment loss is recognized in an amount equal to the excess. Due to the discontinuation of Clinic Operations as described throughout this Report, during the three months ended June 30, 2023, the Company performed an impairment analysis and determined that its goodwill and intangible assets were fully impaired. As a result the Company recorded an impairment charge of $ 590,512 |
Revenue Recognition | Revenu e Recognition The Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) Other Assets and Deferred Costs – Contracts with Customers |
Foreign Currency Translation | Foreign Currency Translation The functional and reporting currency of MySpray is the Canadian dollar. Monetary assets denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Average monthly rates are used to translate revenues and expenses. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Exchange gains or losses arising from foreign currency transactions are included in the determination of net income for the respective periods. Assets and liabilities of the Company’s operations are translated into the reporting currency, United States dollars, at the exchange rate in effect at the balance sheet dates. Revenue and expenses are translated at average rates in effect during the reporting periods. Assets and liabilities of the Company’s operations are translated into the reporting currency, United States dollars, at the exchange rate in effect at the balance sheet dates. Revenue and expenses are translated at average rates in effect during the reporting periods. Equity transactions are recorded at the historical rate when the transaction occurs. The resulting translation adjustment is reflected as accumulated other comprehensive income, a separate component of stockholders’ equity in the statement of stockholders’ equity. Differences may arise in the amount of bad debt expense, depreciation expense and amortization expense reported in the Company’s operating results as compared to the corresponding change in the allowance for doubtful accounts, accumulated depreciation, and accumulated amortization, respectively, due to foreign currency translation. These translation adjustments are reflected in accumulated other comprehensive income, a separate component of the Company’s stockholders’ equity. |
Income Taxes | Income Taxes The Company accounts for income taxes pursuant to FASB ASC Topic 740, Income Taxes. Under FASB ASC Topic 740, deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences. The Company maintains a 100% valuation allowance with respect to deferred tax assets, therefore there are no deferred taxes on the Company’s Balance Sheet. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carry-forward period under the Federal tax laws. Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the reliability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimate. |
Fair Value Measurement | Fair Value Measurement The Company values its convertible notes and amounts due to related partings and short-term loans payable under FASB ASC 820 which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). The three levels of the fair value hierarchy are as follows: Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities, and listed equities. Level 2 – Valuations for assets and liabilities that can be obtained from readily available pricing sources via independent providers for market transactions involving similar assets or liabilities. The Company’s principal markets for these securities are the secondary institutional markets, and valuations are based on observable market data in those markets. Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. The Company uses Level 3 to value its derivative instruments. |
Employee Stock-Based Compensation | Employee Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC 718 Compensation-Stock Compensation (“ASC 718”). ASC 718 addresses all forms of share-based payment (“SBP”) awards including shares issued under employee stock purchase plans and stock incentive shares. Under ASC 718 awards result in a cost that is measured at fair value on the awards’ grant date, based on the estimated number of awards that are expected to vest, and will result in a charge to operations. |
Net Loss per Share | Net Loss per Share Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, “Earnings per Share.” Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. |
Subsequent Event | Subsequent Event The Company evaluated subsequent events through the date when the condensed consolidated financial statements are issued for disclosure consideration. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements There are no recent accounting pronouncements that have an impact on the Company’s operations. |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of discontinued operations | Schedule of discontinued operations Three Months Ended Nine Months Ended 2023 2022 2023 2022 Revenue $ 209 $ 39,613 $ 64,665 $ 93,462 Operating expenses 5,386 45,373 80,274 114,548 Discontinued operations, net of tax $ (5,177 ) $ (5,760 ) $ (15,609 ) $ (21,086 ) |
BUSINESS ACQUISITION (Tables)
BUSINESS ACQUISITION (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of consideration paid | Schedule of consideration paid Common stock, 621,000,000 shares of the Company restricted common stock valued at $0.001 per share $ 621,000 Net liabilities assumed 62,777 Fair value of total consideration paid $ 683,777 |
Schedule of asset and liabilities assumed | Schedule of asset and liabilities assumed Cash and cash equivalents $ 30,542 Accounts receivable 595 Inventory 53,431 Other assets 1,409 Total assets $ 85,977 Accounts payable and accrued liabilities 117,214 Government of Canada loan 31,540 Total liabilities 148,754 Net liabilities assumed $ 62,777 |
ORGANIZATION AND DESCRIPTION _2
ORGANIZATION AND DESCRIPTION OF THE BUSINESS (Details Narrative) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 | Feb. 10, 2022 |
Common stock, shares authorized | 700,000,000 | 700,000,000 | |
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | |
Number of shares issued | 644,889,500 | ||
Number of shares outstanding | 644,889,500 | ||
Share authorized for capital stock | 700,000,000 | ||
Spray [Member] | |||
Ownership interest | 100% | ||
Common stock at Closing | 51,110,500 | ||
Common stock to be issued | 569,889,500 | ||
Increase in common stock shares authorized | 700,000,000 | ||
Soul Biotechnology Corporation [Member] | |||
Common stock, shares authorized | 75,000,000 | ||
Common stock, par value (in Dollars per share) | $ 0.001 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING ASSUMPTIONS AND POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||||
Cash in hand balance | $ 10,574 | $ 10,574 | $ 41,808 | |
Inventory | 38,542 | 38,542 | $ 35,281 | |
Impairment charges | $ 590,512 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Working capital deficit | $ 245,094 | |
Accumulated deficit | $ 2,035,661 | $ 525,881 |
DISCONTINUED OPERATIONS (Detail
DISCONTINUED OPERATIONS (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | ||||
Revenue | $ 209 | $ 39,613 | $ 64,665 | $ 93,462 |
Operating expenses | 5,386 | 45,373 | 80,274 | 114,548 |
Discontinued operations, net of tax | $ (5,177) | $ (5,760) | $ (15,609) | $ (21,086) |
BUSINESS ACQUISITION (Details)
BUSINESS ACQUISITION (Details) | Feb. 10, 2022 USD ($) |
Business Acquisition [Line Items] | |
Net liabilities assumed | $ 62,777 |
Spray [Member] | |
Business Acquisition [Line Items] | |
Common stock, 621,000,000 shares of the Company restricted common stock valued at $0.001 per share | 621,000 |
Net liabilities assumed | 62,777 |
Fair value of total consideration paid | $ 683,777 |
BUSINESS ACQUISITION (Details 1
BUSINESS ACQUISITION (Details 1) | Feb. 10, 2022 USD ($) |
Business Combination and Asset Acquisition [Abstract] | |
Cash and cash equivalents | $ 30,542 |
Accounts receivable | 595 |
Inventory | 53,431 |
Other assets | 1,409 |
Total assets | 85,977 |
Accounts payable and accrued liabilities | 117,214 |
Government of Canada loan | 31,540 |
Total liabilities | 148,754 |
Net liabilities assumed | $ 62,777 |
BUSINESS ACQUISITION (Details N
BUSINESS ACQUISITION (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Feb. 10, 2022 | |
Business Acquisition [Line Items] | ||
Impairment of goodwill and intangible asset | $ 590,512 | |
Goodwill [Member] | ||
Business Acquisition [Line Items] | ||
Fair value of consideration | 547,022 | |
Finite-Lived Intangible Assets [Member] | ||
Business Acquisition [Line Items] | ||
Fair value of consideration | $ 136,755 | |
Spray [Member] | ||
Business Acquisition [Line Items] | ||
Ownership interest | 100% | |
Common stock at Closing | 51,110,500 | |
Increase in common stock shares authorized | 700,000,000 | |
Common stock to be issued | 569,889,500 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization expense | $ 417,924 | $ 11,107 | $ 845,293 | $ 30,055 | |
Intangible assets | $ 830,571 | $ 830,571 | $ 88,923 | ||
Intellectual Property [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Stock issued for purchases of assets, share | 44,920,000 | 44,920,000 | |||
Stock issued for purchases of assets, value | $ 1,707,396 | $ 1,707,396 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | ||
Due to related parties | $ 228,688 | $ 227,704 |
Repayment of related party debt | 984 | |
Convertible loan payable | $ 27,778 | |
Number of common stock returned | 95,000,000 | |
David Lazar [Member] | ||
Related Party Transaction [Line Items] | ||
Convertible loan payable | $ 27,778 | |
Interest rate | 3.50% | |
Maturity date | Sep. 10, 2024 |
COMMON STOCK AND COMMON STOCK_2
COMMON STOCK AND COMMON STOCK PAYABLE (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Subsidiary, Sale of Stock [Line Items] | |||
Common stock, shares authorized | 700,000,000 | 700,000,000 | 700,000,000 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares issued | 598,545,644 | 598,545,644 | 598,545,644 |
Common stock, shares Outstanding | 598,545,644 | 598,545,644 | 598,545,644 |
Stock repurchased during period, shares | 24,000,000 | ||
Stock repurchased during period, value | $ 76,201 | ||
Stock issued for services, value | $ 6,000,000 | ||
Stock issued for services, share | 77,125 | ||
Number of common stock returned | 95,000,000 | ||
Intellectual Property [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Stock issued for purchases of assets, share | 44,920,000 | 44,920,000 | |
Stock issued for purchases of assets, value | $ 1,707,396 | $ 1,707,396 | |
Private Placement [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Stock issued in private placement | 21,736,144 | ||
Proceeds from issuance of private placement | $ 299,762 |