Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period ended September 30, 2023

( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________________ to __________________

Commission File number 000-24115

REAL BRANDS INC.

(Exact Name of Registrant as Specified in Its Charter)

Nevada	40-0014655
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

12 Humbert Street

North Providence, RI 02911
(Address of Principal Executive Offices)

(617) 803-0004
(Registrant's Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(g) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
		None

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

(Check One):

Large Accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☐	Smaller reporting company ☒
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

As of November 15, 2023, 2,690,640,226 shares of the Issuer's Common Stock were outstanding.

TABLE OF CONTENTS

Part I	Financial Information

Item 1.	Financial Statements	2

	Consolidated Balance Sheets – as of September 30, 2023 (Unaudited) and December 31, 2022 (Audited)	2

	Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2023 and 2022 (Unaudited)	3

	Consolidated Statements of Stockholders’ Deficit Nine Months Ended September 30, 2023 and 2022 (Unaudited)	4

	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2023 and 2022 (Unaudited)	5

	Condensed Notes to Consolidated Financial Statements	6

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	16

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	N/A

Item 4.	Control and Procedures	N/A

PART II	OTHER INFORMATION

Item 1.	Legal Proceedings	23

Item 1A.	Risk Factors	23

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	23

Item 3.	Defaults Upon Senior Securities	23

Item 4.	Mine Safety Disclosures	23

Item 5.	Other Information	23

Item 6.	Exhibits	24

SIGNATURES		25

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements


REAL BRANDS INC AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2023 AND DECEMBER 31, 2022

	Unaudited			Audited
	30-Sep-23			31-Dec-22
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	987		$	2,845
Accounts receivables		—			750
Total current assets		987			3,595

Deposits		530			530
Property and equipment - net of depreciation		1,095,880			1,157,734
Investment Boh Bah Inc.		125,000			—
TOTAL ASSETS	$	1,222,397		$	1,161,859

LIABILITIES AND STOCKHOLDERS’ DEFICIT

CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	566,399		$	476,543
Accrued expenses related party		865,687			675,349
Loan payable		215,672			75,000
Loan payable related party		384,605			273,605
Convertible note payable related party		200,000			200,000
Notes payable		43,003			43,003
Mortgage payable short term		25,040			—
Contingent liabilities		45,625			45,625
TOTAL CURRENT LIABILITIES		2,346,031			1,789,125

LONG TERM LIABILITIES
Mortgage payable long term		82,792			125,629
Total Long Term Liabilities		82,792			125,629

TOTAL LIABILITIES		2,428,823			1,914,754

STOCKHOLDERS’ EQUITY (DEFICIT):
Common stock, $.001 par value; 3,998,000,000 shares authorized as of September 30, 2023 and December 31, 2022; 2,690,640,226 shares issued and outstanding as of September 30, 2023 and December 31, 2022.		2,690,640			2,690,640
Common stock subscribed, 6,806,011 shares at September 30, 2023 and December 31, 2022.		96,403			96,403
Additional paid-in capital		9,751,471			9,034,617
Accumulated deficit		(13,744,940	)		(12,574,555	)

TOTAL STOCKHOLDERS’ DEFICIT		(1,206,426	)		(752,895	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	1,222,397		$	1,161,859

See the accompanying notes to these unaudited consolidated financial statements.

Table of Contents


REAL BRANDS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE NINE AND THREE MONTHS ENDED SEPTEMBER 30, 2023 and 2022

	Unaudited						Unaudited
	Nine Months Ended September 30						Three Months Ended September 30
	2023			2022			2023			2022
REVENUE:
Revenues from related parties and affiliates	$	42,497		$	8,434		$	—		$	824
Total revenue		42,497			8,434			—			824
Cost of goods sold		85,610			7,507			47,360			—
Gross profit (loss)		(43,113	)		927			(47,360	)		824

OPERATING EXPENSES:
General and administrative		798,056			280,862			84,261			54,509
Professional fees		60,000			89,400			19,000			65,500
Payroll and related		168,561			315,686			43,750			106,574
Total operating expenses		1,026,617			685,948			147,011			226,583

Operating loss		(1,069,730	)		(685,021	)		(194,371	)		(225,759	)

OTHER INCOME (EXPENSES):
Depreciation expense		(61,854	)		(61,458	)		(20,618	)		(20,618	)
Interest expense		(38,801	)		(20,945	)		(14,376	)		(8,271	)
Total other (expenses) income		(100,655	)		(82,403	)		(34,994	)		(28,890	)

LOSS FROM OPERATIONS		(1,170,385	)		(767,424	)		(229,365	)		(254,649	)

PROVISION FOR INCOME TAXES		—			—			—			—

NET LOSS	$	(1,170,385	)	$	(767,424	)	$	(229,365	)	$	(254,649	)

BASIC AND DILUTED NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS **	$	0.00		$	0.00		$	0.00		$	0.00

WEIGHTED AVERAGE SHARES OUTSTANDING		2,690,640,226			2,677,563,303			2,690,640,226			2,677,630,564

** Less than $0.01 per share

See the accompanying notes to these unaudited consolidated financial statements.

Table of Contents


REAL BRANDS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2023

	Preferred Stock						Common		Additional
	Series A				Common Stock		Stock		Paid-in	Accumulated
	Shares		Amount		Shares	Amount	Subscribed		Capital	Deficit		TOTAL

Balance December 31, 2021	1,000,000		1,000		2,677,529,115	2,677,529	96,403		8,881,728	(11,668,611	)	(11,951	)

Sale of IP	(1,000,000	)	(1,000	)	—	—	—		61,205	—		60,205
Net loss for the three months ended March 31, 2022	—		—		—	—	—		—	(266,105	)	(266,105	)

Balances March 31, 2022	—		—		2,677,529,115	2,677,529	96,403		8,942,933	(11,934,716	)	(217,851	)

Issuance of common stock for cash	—		—		—	—	3,111		61,889	—		65,000
Net loss for the three months ended June 30, 2022	—		—		—	—	—		—	(246,672	)	(246,672	)

Balances June 30, 2022	—		—		2,677,529,115	2,677,529	99,514		9,004,822	(12,181,387	)	(339,522	)

Issuance of common stock for cash	—		—		3,111,111	3,111	(3,111	)	—	—		—
Net loss for the three months ended September 30, 2022	—		—		—	—	—		—	(254,647	)	(254,649	)

Balances September 30, 2022	—		—		2,680,640,226	2,680,640	96,403		9,004,822	(12,436,034	)	654,169



Balances December 31, 2022	—		—		2,690,640,226	2,690,640	96,403		9,034,617	(12,574,555	)	(752,895	)

Issuance of stock options	—		—		—	—	—		595,445	—		595,445
Net loss for the three months ended March 31, 2023	—		—		—	—	—		—	(752,577	)	(752,577	)

Balances March 31, 2023	1,000,000		1,000		2,690,640,226	2,690,640	96,403		9,630,062	(13,327,132	)	(910,027	)

Issuance of stock options	—		—		—	—	—		60,373	—		60,373
Net loss for the three months ended June 30, 2023	—		—		—	—	—		—	(188,443	)	(188,443	)

Balances June 30, 2023	1,000,000		1,000		2,690,640,226	2,690,640	96,403		9,690,435	(13,515,575	)	(1,038,097	)

Issuance of stock options	—		—		—	—	—		61,036	—		61,036
Net loss for the three months ended September 30, 2023	—		—		—	—	—		—	(229,365	)	(229,365	)

Balances September 30, 2023	1,000,000		1,000		2,690,640,226	2,690,640	96,403		9,751,471	(13,744,940	)	(1,206,426	)

See the accompanying notes to these unaudited consolidated financial statements.

Table of Contents


REAL BRANDS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 and 2022
UNAUDITED

	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(1,170,385	)	$	(767,424	)
Adjustments to reconcile net loss to net cash used in operating activities:
Option expense		716,854			—
Depreciation expense		61,854			61,458
Changes in operating assets and liabilities:
Accounts receivable		750			898
Accounts payable and accrued expenses		280,194			258,763
Contingency liabilities		—			(45,625	)
Net cash used in operating activities		(110,733	)		(491,930	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in Boh Bah Inc.		(125,000	)		—
Net cash provided by (used in) investing activities		(125,000	)		—

CASH FLOWS FROM FINANCING ACTIVITIES:
Loan payable		140,672			75,000
Loan payable related party		111,000			120,000
Repayment of mortgage payable		(17,797	)		(17,187	)
Disposal of loans payable for IP		—			60,205
Proceeds from sale of common stock		—			65,000
Net cash provided by financing activities	$	233,875		$	303,018

NET CHANGE IN CASH AND CASH EQUIVALENTS	$	(1,858	)	$	(188,936	)

CASH AND CASH EQUIVALENTS, beginning of period	$	2,845		$	197,255

CASH AND CASH EQUIVALENTS, end of period	$	987		$	8,319

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest	$	5,088		$	5,681
Cash paid for income taxes	$	—		$	—

NONCASH INVESTING AND FINANCING ACTIVITIES:
Cancellation of preferred stock	$	—		$	1,000

See the accompanying notes to these unaudited consolidated financial statements.

Table of Contents

REAL BRANDS, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. ORGANIZATION, BACKGROUND, AND BASIS OF PRESENTATION

Real Brands, Inc. (“Real Brands” or the “Company”), was incorporated under the laws of the state of Nevada on November 6, 1992. The Company was formed under the name Mercury Software. From 1997 to 2005 the Company changed its name several times. On October 10, 2005, the Company changed its name to Global Beverage Solutions, Inc. and began trading on the OTC Bulletin Board under the symbol GBVS.OB.

On October 22, 2013, the Company changed its name to Real Brands, Inc. The Financial Industry Regulatory Authority (“FINRA”) approved Real Brands’ corporate actions regarding its name change and its new stock symbol request and approved Real Brands’ 150:1 Reverse Stock Split. The new symbol was designated as GBVSD. On November 19, 2013, the ticker symbol changed to RLBD.

On October 22, 2020, the majority of the shareholders of the Company, by written consent, agreed to a “reverse triangular” merger with CASH Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of the Company formed for the purpose of the merger, and Canadian American Standard Hemp Inc., a Delaware corporation (“CASH”), whereby the Company acquired all of the outstanding shares of CASH and merged it with and into CASH Acquisition Corp. Real Brands’ name and trading symbol were maintained, with CASH shareholders acquiring majority control of Real Brands.

The merger was accounted for as a reverse merger, whereby CASH was considered the accounting acquirer and became our wholly-owned subsidiary. In accordance with the accounting treatment for a “reverse merger”, the Company’s historical financial statements prior to the reverse merger has been replaced with the historical financial statements of CASH prior to the reverse merger. The consolidated financial statements after completion of the reverse merger include the assets, liabilities, and results of operations of the combined company from and after the closing date of the reverse merger, with only certain aspects of pre-consummation stockholders’ equity remaining in the consolidated financial statements.

Going concern

The ability of the Company to obtain necessary financing to build its sales, brand, marketing and distribution and fund ongoing operating expenses is uncertain. The ability of the Company to generate sales revenue to offset the expenses and obtain profitability is uncertain. The Company had a net loss of $1,170,385, and $767,424 for the nine months ended September 30, 2023 and 2022, respectively. These material uncertainties cast doubt on the Company’s ability to continue as a going concern. In the event the Company’s revenues do not significantly increase, the Company will require additional financing from time to time, which it intends to obtain through the issuance of common shares, debt, bonds, grants and other financial instruments. While the Company has been successful in raising funds through the issuance of common shares and obtaining debt in the past, it is becoming more difficult to do so given the large of number of shares outstanding and there is no assurance that it will be able to obtain adequate financing in the future or that such financing will be available on acceptable terms and while the Company believes that its revenues will increase it does not currently expect them to generate sufficient cash in the immediate future.

Liquidity

As of September 30, 2023, the Company had cash and cash equivalents of a $987 as compared to $2,845 as of December 31, 2022. As of September 30, 2023, the Company had a working capital deficit of $2,345,044 as compared to a working capital deficit of $1,808,830 as of December 31, 2022, representing an increase in the deficit of $536,214. Plans with respect to its liquidity management include the following:

Table of Contents

	•	The Company is seeking additional capital in the private and/or public equity markets to continue operations and build sales, marketing, brand and distribution. The Company is currently evaluating additional equity and debt financing opportunities and may execute them, if and when appropriate. However, there can be no assurances that the Company can consummate such a transaction or consummate a transaction at favorable pricing.

	•	The Company plans on increased sales of its products in the market. However, there can be no assurances that the sales will increase or that even if they do increase that it will increase sufficiently to generate the necessary cash.

	•	The Company plans on increasing sales by acquiring additional products, either through the acquisition of other companies and/or through the acquisition of licenses to additional products. However, there can be no assurances that such acquisitions can be made and even if made, that sales will increase or that even if they do increase that it will increase sufficiently to generate the necessary cash.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) under the accrual basis of accounting. These financial statements are presented in U.S. dollars and are prepared on a historical cost basis, except for certain financial instruments which are carried at fair value. The accompanying unaudited interim consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and should be read in conjunction with the audited consolidated financial statements and notes thereto for the years ended December 31, 2022 in the Form 10-K filed on April 28, 2023. 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 periods presented have been reflected herein. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the consolidated financial statements which would substantially duplicate the disclosures contained in the Form 10-K have been omitted.

Principles of Consolidation

The consolidated financial statements include Real Brands, and its wholly owned subsidiaries. DePetrillo Real Estate Holdings, LLC is a wholly owned subsidiary of CASH which is a wholly owned subsidiary of Real Brands and the owner of the Company’s building in Rhode Island. American Standard Hemp Inc. is a wholly owned subsidiary of CASH. All significant intercompany accounts and transactions have been eliminated.

Use of estimates and judgments

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. Key areas of estimation include the estimated useful lives of property, plant, equipment and intangibles assets and liabilities, income taxes, and the valuation of stock-based compensation. Due to the uncertainty inherent in such estimates, actual results may differ from the Company’s estimates.

Accounting standard updates

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the effect of recently issued standards that are not yet effective will not have a material effect on its consolidated financial position or results of operations upon adoption.

Segment Reporting

The Company operates as one segment, in which management uses one measure of profitability, and all of the Company’s assets are located in the United States of America. The Company does not operate separate lines of business or separate business entities with respect to any of its product candidates. Accordingly, the Company does not have separately reportable segments.

Table of Contents

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be a cash equivalent.

Accounts Receivable and Allowance for Doubtful Accounts

The Company performs periodic credit evaluations of its customers’ financial conditions and generally does not require collateral. The Company reviews all outstanding accounts receivable for collectability on a quarterly basis. An allowance for doubtful accounts is recorded for any amounts deemed uncollectable. The Company does not accrue interest receivable on past due accounts receivable.

Concentrations of Credit Risk

The Company, from time to time during the years covered by these consolidated financial statements, may have bank balances in excess of its insured limits. Management has deemed this a normal business risk.

Inventory

Inventory is comprised of raw hemp and hemp oil in different phases of production to completion of final product. Products include tinctures, creams and lotions. Inventory is valued at cost. No packaging material of any kind is included in inventory. Packaging materials are expensed as incurred.

Property and Equipment

On February 15, 2020 the Company purchased DePetrillo Real Estate Holdings, LLC, a Rhode Island Limited Liability Company having as its only asset the building at 12 Humbert Street in North Providence Rhode Island. The building is the Company’s headquarters and a processing facility. The purchase price of the building was 2 million shares of CASH common stock and the assumption of the mortgage which at the time was $189,916. The building and land were appraised at $475,000. The building is being depreciated over 15 years on a straight-line basis starting October 1, 2021, the date building improvements were completed. Depreciation expense on the building for the nine months ended September 30, 2023 was $22,563.

Building improvements are being depreciated over 15 years commencing from the completion of the work, October 1, 2021. Depreciation expense on building improvements for the nine months ended September 30, 2023 was $39,291.

Total depreciation expense for the nine months ended September 30, 2023 was $61,854. Expenditures for repairs and maintenance are expensed as incurred.

Impairment of Long-Lived Assets

The Company reviews long-lived assets, including property and equipment, for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends, and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate long-lived asset for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset to its carrying value. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of an asset over its fair value, determined based on discounted cash flows is less than the carrying value on the books of the Company.

Table of Contents

Revenue Recognition

The Company follows ASC 606, Revenue from Contracts with Customers (“ASC 606”), which establishes a single and comprehensive framework and sets out how much revenue is to be recognized, and when. The core principle is that a vendor should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the vendor expects to be entitled in exchange for those goods or services. Revenue will now be recognized by a vendor when control over the goods or services is transferred to the customer. In contrast, Revenue based revenue recognition is around an analysis of the transfer of risks and rewards; this now forms one of a number of criteria that are assessed in determining whether control has been transferred. The application of the core principle in ASC 606 is carried out in five steps: Step 1 – Identify the contract with a customer: a contract is defined as an agreement (including oral and implied), between two or more parties, that creates enforceable rights and obligations and sets out the criteria for each of those rights and obligations. The contract needs to have commercial substance and it is probable that the entity will collect the consideration to which it will be entitled. Step 2 – Identify the performance obligations in the contract: a performance obligation in a contract is a promise (including implicit) to transfer a good or service to the customer. Each performance obligation should be capable of being distinct and is separately identifiable in the contract. Step 3 – Determine the transaction price: transaction price is the amount of consideration that the entity can be entitled to, in exchange for transferring the promised goods and services to a customer, excluding amounts collected on behalf of third parties. Step 4 – Allocate the transaction price to the performance obligations in the contract: for a contract that has more than one performance obligation, the entity will allocate the transaction price to each performance obligation separately, in exchange for satisfying each performance obligation. The acceptable methods of allocating the transaction price include adjusted market assessment approach, expected cost plus a margin approach, and the residual approach in limited circumstances. Discounts given should be allocated proportionately to all performance obligations unless certain criteria are met and reallocation of changes in standalone selling prices after inception is not permitted. Step 5 – Recognize revenue as and when the entity satisfies a performance obligation: the entity should recognize revenue at a point in time, except if it meets any of the three criteria, which will require recognition of revenue over time: the entity’s performance creates or enhances an asset controlled by the customer, the customer simultaneously receives and consumes the benefit of the entity’s performance as the entity performs, and the entity does not create an asset that has an alternative use to the entity and the entity has the right to be paid for performance to date.

Stock-based Compensation

The Company expenses stock-based compensation to employees and consultants based on the fair value at grant date, which generally is the agreement date the Company entered into with employees or consultants. To date the Company has issued restricted common stock shares and preferred stock.

Beneficial Conversion Features of Convertible Securities

Conversion options that are not bifurcated as a derivative pursuant to ASC 815 and not accounted for as a separate equity component under the cash conversion guidance are evaluated to determine whether they are beneficial to the investor at inception (a beneficial conversion feature) or may become beneficial in the future due to potential adjustments. The beneficial conversion feature guidance in ASC 470-20 applies to convertible stock as well as convertible debt which are outside the scope of ASC 815. A beneficial conversion feature is defined as a nondetachable conversion feature that is in the money at the commitment date. The beneficial conversion feature guidance requires recognition of the conversion option’s in-the-money portion, the intrinsic value of the option, in equity, with an

Table of Contents

offsetting reduction to the carrying amount of the instrument. The resulting discount is amortized as a dividend over either the life of the instrument, if a stated maturity date exists, or to the earliest conversion date, if there is no stated maturity date. If the earliest conversion date is immediately upon issuance, the dividend must be recognized at inception. When there is a subsequent change to the conversion ratio based on a future occurrence, the new conversion price may trigger the recognition of an additional beneficial conversion feature on occurrence.

Derivatives

The Company reviews the terms of convertible debt issued to determine whether there are embedded derivative instruments, including embedded conversion options, which are required to be bifurcated and accounted for separately as derivative financial instruments. In circumstances where the host instrument contains more than one embedded derivative instrument, including the conversion option, that is required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument.

Bifurcated embedded derivatives are initially recorded at fair value and are then revalued at each reporting date with changes in the fair value reported as non-operating income or expense. When the equity or convertible debt instruments contain embedded derivative instruments that are to be bifurcated and accounted for as liabilities, the total proceeds received are first allocated to the fair value of all the bifurcated derivative instruments. The remaining proceeds, if any, are then allocated to the host instruments themselves, usually resulting in those instruments being recorded at a discount from their face value. The discount from the face value of the convertible debt, together with the stated interest on the instrument, is amortized over the life of the instrument through periodic charges to interest expense.

Net Loss Per Common Share

Basic net loss per common share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. Potential common stock equivalents are determined using the treasury stock method. For diluted net loss per share purposes, the Company excludes stock options and other stock-based awards, including shares issued as a result of option exercises that are subject to repurchase by the Company, whose effect would be anti-dilutive from the calculation. During the nine months ended September 30, 2023 and 2022, common stock equivalents were excluded from the calculation of diluted net loss per common share, as their effect was anti-dilutive due to the net loss incurred. Therefore, basic and diluted net loss per share was the same in all periods presented.

The Company had 300,173,307 and 31,496,498 potentially dilutive options and convertible securities, respectively, that have been excluded from the computation of diluted weighted-average shares outstanding as of September 30, 2023, and 154,518,887 and 29,752,495 potentially dilutive options and convertible securities, respectively, that have been excluded from the computation of diluted weighted-average shares outstanding as of September 30, 2022, as they would be anti-dilutive.

Treasury Stock

The Company accounts for treasury stock under the cost method and includes treasury stock as a component of stockholder’s deficit.

Fair Value of Financial Instruments

The guidance for fair value measurements, ASC 820, Fair Value Measurements and Disclosures, establishes the authoritative definition of fair value, sets out a framework for measuring fair value, and outlines the required disclosures regarding fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. The Company uses a three-tier fair value hierarchy based upon observable and non-observable inputs as follow:

Table of Contents

•

Level 1 – Quoted market prices in active markets for identical assets and liabilities;

•

Level 2 – Inputs, other than level 1 inputs, either directly or indirectly observable; and

	•	Level 3 – Unobservable inputs developed using internal estimates and assumptions (there is little or no market date) which reflect those that market participants would use.

The Company records its derivative activities at fair value. As of September 30, 2023, no derivative liabilities are recorded.

Off Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements.

Uncertain Tax Positions

The Company did not take any uncertain tax positions and had no adjustments to unrecognized income tax liabilities or benefits pursuant to the provisions of Section 740-10-25 for the year ended December 31, 2022.

Income Taxes

The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the consolidated statements of operations in the period that includes the enactment date.

ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.

Recent Accounting Pronouncements

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements, and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

In August 2020, the FASB issued ASU 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815 – 40)” (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The ASU is part of the FASB’s simplification initiative, which aims to reduce unnecessary complexity in U.S. GAAP. The ASU’s amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The Company is currently evaluating the impact of ASU 2020-06 on its financial statements.

Table of Contents

NOTE 3. ACCOUNTS RECEIVABLES AND ALLOWANCE FOR DOUBTFUL ACCOUNTS

At September 30, 2023 the Company has no accounts receivables. The Company did not have an allowance for doubtful accounts at September 30, 2023. The Company does not accrue interest receivable on past due accounts receivable.

NOTE 4. PROPERTY AND EQUIPMENT

Property and equipment are comprised of a building, land, building improvements and furniture and equipment.

The building and land were appraised at $475,000. The building is being depreciated over 15 years on a straight-line basis starting October 1, 2021, the date the building improvements were completed on the building. Depreciation expense on the building for the nine months ended September 30, 2023 was $22,563.

Total depreciation expense for the nine months ended September 30, 2023 was $61,854. Expenditures for repairs and maintenance are expensed as incurred.


	September 30,			December 31,
	2023			2022

Building	$	475,000		$	475,000
Building Improvements		785,823			785,823
Gross fixed assets		1,260,823			1,260,823
Less: Accumulated Depreciation		(164,943	)		(103,089	)
Less: Impairments		—			—
Net Fixed Assets	$	1,095,880		$	1,157,734

NOTE 5. INVESTMENT IN BOH BAH INC.

On July 17, 2023, the Company purchased 2,206 shares in BOH BAH Inc. for $125,000. The investment represents approximately 2% of BOH BAH Inc. As part of the investment, Real Brands was granted a pass through distribution of 3% of the top line contribution for a period of 3 years. The Company also received warrants to purchase an additional 6,618 shares with 2,206 of the warrants expiring every 20 days from July 11, 2023. None of the tranches of warrants were exercised.

NOTE 6. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses include normal operating expenses, professional fees and costs remaining to be paid for the build out of the new facility. Included in accrued expenses is a balance for ATS Indian Trace, LLC. ATS Indian Trace, LLC v. the Company was a civil action filed by ATS Indian Trace, LLC in the Circuit Court of Broward County, Florida on July 22, 2015. On November 18, 2015, a (default) Final Judgement was entered in favor of ATS Indian Trace, LLC and against the Company in the amount of $71,069. This judgement is currently outstanding and remains due and owing. ATS Indian Trace, LLC has not taken any enforcement action against the Company for several years. The balance is included in accrued expenses.

Table of Contents

NOTE 7. ACCRUED EXPENSES – RELATED PARTY

At September 30, 2023, accrued expenses related parties was $865,687.

At September 30, 2023, the Company owed its CEO, Thom Kidrin, $548,558 in accrued salary and $48,779 in accrued interest on a loan with principal balance of $384,605. An additional $56,350 in accrued interest is owed on a note from Worlds Inc., with a principal balance of $200,000. In addition, the Company owed $205,000 to its CFO, Chris Ryan, and $7,000 to Dr. Rammal.

NOTE 8. MORTGAGE PAYABLE

As of September 30, 2023, the following mortgage was outstanding:


	Loan payable		Accrued interest
Mortgage payable (6.31%)		107,832		—
Total	$	107,832	$	—

Interest expense related to the mortgage payable amounted to $5,088 for the nine months ended September 30, 2023.

NOTE 9. LOAN PAYABLE – RELATED PARTY

A loan was provided by the CEO, Thom Kidrin, at an interest rate of 7%. During the nine months ended September 30, 2023, the CEO loaned $111,000 to the Company to cover operating costs. The loan balance at September 30, 2023 was $384,605 with accrued interest of $48,779.

NOTE 10. LOAN PAYABLE

A loan was provided by Providence Capital at an interest rate of 7%. During the nine months ended September 30, 2023, Providence Capital loaned an additional $140,672 to the Company. The loan balance at September 30, 2023 was $215,672 with accrued interest of $9,439.

NOTE 11. CONVERTIBLE NOTES PAYABLE - RELATED PARTY

The Company has issued a convertible note payable related party in the amount of $200,000. The convertible note has a 7% annual interest rate and matured on October 15, 2021. Interest and principal are payable at maturity. The note can be converted at any time and either all or part of the amount due into equity at a price of $0.008139 per share. If converted into common stock, the related party would own 1% of Company based upon the current number of shares outstanding. The related party holding the convertible note is Worlds Inc. Messrs. Kidrin, Toboroff and Christos are Directors of Worlds Inc. and Mr. Kidrin is the CEO and Mr. Ryan is the CFO of Worlds Inc. On October 15, 2021, the convertible note was extended to October 15, 2023. All other terms remain the same. As consideration for extending the maturity date for two years, the Company issued one million warrants to purchase the Company’s stock at a purchase price $0.05 per share. The Company is planning on extending the maturity date of the note for an additional two years and issuing additional warrants as consideration of the extension.

As of September 30, 2023, the Company incurred $56,350 in interest expense on the convertible note.

NOTE 12. STOCKHOLDER’S EQUITY

Common Stock

The Company did not issue any equity during the nine months ended September 30, 2023.

As of September 30, 2023, the Company had 2,690,640,226 shares of its common stock outstanding.

Table of Contents

NOTE 13. STOCK OPTIONS

In March 2023, for each of the years 2021, 2022 and 2023, for which no compensation was given to the directors, each non-employee director was granted, as compensation for serving as a director, five-year non-qualified stock options to purchase 6,143,628 shares of the Company’s common stock at an exercise price equal to the last reported trading price of our common stock on the day of grant (i.e. 3/22/23), with the options granted for 2021 and 2022 vesting immediately and the options granted for 2023 to vest on December 31, 2023, provided the director serves for at least nine months, following the date of grant. In addition to these option grants, each director shall receive an additional 500,000 options to vest on December 31, 2023, provided the director serves for at least nine months, following the date of grant. Total options granted to Directors was 94,654,420 at an exercise price of $0.007.

In March 2023 as consideration for deferring his compensation over the last two years, Thom Kidrin, the Chairman and CEO, was granted five-year non-qualified stock options to purchase 50,000,000 shares of the Company’s common stock at an exercise price equal to the last reported trading price of our common stock on the date of grant (i.e. 3/22/23) and to vest immediately. Exercise price is $0.007.

During the nine months ended September 30, 2023, the Company expensed stock based compensation in the amount of $716,854 (2022 - $0) related to stock options that vested during the period as general and administrative fees on the consolidated statement of operations. At September 30, 2023 there was $61,036 of unrecognized compensation costs related to non-vested stock-based compensation agreements granted under the plan.

The Company has outstanding the following stock options as of September 30, 2023.


	Exercise Price per Share	Shares Under Option/warrant	Remaining Life in Years
Outstanding
$	0.007	144,654,420	4.47
$	0.011	4,000,000	1.50
$	0.0267	12,287,256	1.25
$	0.0267	92,154,421	2.00
$	0.0267	46,077,210	2.08
$	0.05	1,000,000	3.04
Total		300,173,307
Exercisable
$	0.007	111,436,280	4.47
$	0.011	4,000,000	1.50
$	0.0267	12,287,256	1.25
$	0.0267	92,154,421	2.00
$	0.0267	46,077,210	2.08
$	0.05	1,000,000	3.04
Total		266,955,167

During the nine months ended September 30, 2023, the Company recorded a stock option expense of $716,854 representing the options issued during the period that have fully vested.

NOTE 14. COMMITMENTS AND CONTINGENCIES

The Company is committed to an employment agreement with Thom Kidrin, its President and CEO. Mr. Kidrin entered into the employment agreement with CASH on November 26, 2018. The employment agreement provides for a base salary of $175,000 per year. Mr. Kidrin is entitled to participate in any stock, stock option or other equity participation plan and any profit-sharing, pension, retirement, insurance, or other employee benefit plan generally available to the executive officers of the Company. The Company anticipates that it will extend the agreement on or before its current expiration date.

Table of Contents

NOTE 15. SUBSEQUENT EVENTS

The Company has evaluated subsequent events through the filing of this Quarterly Report on Form 10-Q, and determined that there have been no events that have occurred that would require adjustments to our disclosures in the financial statements.

Table of Contents

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Statements in this report which express "belief," “plan” "anticipation" or "expectation," as well as other similar or other statements which are not historical facts, are forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or anticipated results, including those that may be set forth below and elsewhere in this report. Examples of these uncertainties and risks include, but are not limited to:


•	access to sufficient debt or equity capital to meet our operating and financial needs;
•	the extent of dilution of the holdings of our existing stockholders upon the issuance, conversion or exercise of securities issued as part of our capital raising efforts;
•	the effectiveness and ultimate market acceptance of our products and our ability to generate sufficient sales revenues to sustain our growth and strategy plans;
•	whether our products in development will prove safe, feasible and effective;
•	legislation and changing regulatory rules directed at our industry;
•	our ability to increase our product line through acquisitions of new product lines or licenses to new products;
•	whether and when we or any potential strategic partners will obtain required regulatory approvals in the markets in which we plan to operate;
•	our need to achieve manufacturing scale-up in a timely manner, and our need to provide for the efficient manufacturing of sufficient quantities of our products;
•	the lack of immediate alternate sources of supply for some critical components of our products;
•	our ability to establish and protect the proprietary information on which we base our products, including our patent and intellectual property position;
•	the need to fully develop the marketing, distribution, customer service and technical support and other functions critical to the success of our product lines;
•	the dependence on potential strategic partners or outside investors for funding, development assistance, clinical trials, distribution and marketing of some of our products;
•	other risks and uncertainties described from time to time in our publicly filed reports: and disruption in the economic and financial conditional primarily from the impact of past terrorist attacks in the United States, threat of future attacks, police and military activities overseas and other disruptive worldwide pandemic, political and economic events, inflation and environmental and weather conditions.

The following discussion should be read in conjunction with our financial statements and notes thereto included elsewhere in this report.

OVERVIEW

The Company has become a wholesale distributor of the popular drink called Popping Boba. The Company has also made an investment in Boh Bah Inc., a manufacturer of popping boba and is an authorized distributor of popping boba.

The Company still has the ability to produce hemp CBD oil and related products and has retained the brands we have developed in the space. We believe that CBD distillate and isolate business will become a significant part of our business once we are able to raise the cash required to implement our business plan.

Current Operations

We are working at expanding our distribution of popping boba to new outlets. The Company is also looking at other opportunities for our state-of-the-art facility in New Providence, Rhode Island that is equipped with our proprietary Halo 5 processing technology system that produces CBD distillate and isolate.

Table of Contents

Marketing

While we are looking into expanding our distribution of popping boba directly to other distributors and wholesalers. We still believe the market for CBD products can be a larger opportunity for the Company. We believe that the market for consumer products produced with CBD derived from hemp will increase substantially over the next five years, and we believe we are well positioned to be a significant player in this space.

Sales

We are looking to expand the wholesale market of the popular drink called Popping Boba, a bubble tea. We are currently an authorized distributor and are marketing the product to other distributors and large chains.

We still intend to grow our CBD business by launching multiple web-based platforms to educate and sell direct to consumers the Company’s owned and licensed brands that focus on CBD derived from hemp products and to develop and expand our own proprietary branded retail line of products.

Ingredient and Material Supply chain

We are an authorized distributor of Boh Bah Inc’s popping boba. Boh Bah Inc. provides all the finished products. Boh Bah Inc. is an FDA approved advanced culinary, molecular gastronomy commercial food manufacturing company. On the CBD side, the Company is intending to extract and refine essential oils and compounds of interest from certified hemp cultivars. We intend to purchase other ingredients, required for production, both direct from processors and from third-party manufacturers and fillers as our formulations require. We intend to purchase additional packaging components that are manufactured to our design specifications using our unique brand image directly from packaging firms that specializes in consumer products packaging.

Government Regulation

We are subject to local and federal laws in our operating jurisdictions. A range of federal regulations govern our product development, manufacturing, distribution, sales and marketing, including the Dietary Supplement Health and Education Act of 1994 (the “DSHEA”).

CBD

Cannabinoids (CBD) are chemical compounds found in the cannabis plant. Hemp is a cannabis plant and where our CBD is derived from. CBD has been studied as to its therapeutic attributes. Taking CBD mimics and augments the effects of compounds in the body called endogenous cannabinoids. Endocannabinoids are part of the regulatory system called the endocannabinoid system. The endocannabinoid system plays important roles in the central nervous system and in regulating a broad range of physiological processes that affect our everyday experience – our mood, our energy level, our intestinal fortitude, immune activity, blood pressure, bone density, glucose metabolism, how we experience pain, stress, hunger, and more. Studies have shown that CBD is non-psychoactive unlike tetrahydrocannabinol (THC).

Farm Bill

On December 20, 2018, the 2018 Farm Bill was signed into law. The law went into effect on January 1, 2019.

As a consequence of the 2018 Farm Bill, hemp has now been permanently removed from the Controlled Substances Act (CSA). It is now deemed an agricultural commodity, no longer able to be classified as a controlled substance, like marijuana. Furthermore, by redefining hemp to include its “extracts, cannabinoids and derivatives,” Congress explicitly removed popular hemp products – such as hemp-derived CBD — from the purview of the CSA.

Accordingly, the Drug Enforcement Administration (DEA) no longer has any claim to interfere with the interstate commerce of hemp products, so as long as the THC level is at or below 0.3%. State and Tribal governments may impose separate restrictions or requirements on hemp growth and the sale of hemp products. However, they cannot interfere with the interstate transport of hemp or hemp products.

Table of Contents

We believe that the 2018 Farm Bill should give comfort to federally regulated institutions, pharmacies, banks, merchant services, credit card companies, e-commerce sites and advertising platforms, to conduct commerce with the hemp and hemp CBD industry

The Food and Drug Administration (FDA) on CBD and Hemp

The FDA’s statements regarding the 2018 Farm Bill noted the substantial public interest in CBD and the clear interest of Congress in fostering the development of appropriate hemp products. The FDA intends to hold a public meeting(s) in the near future for stakeholders to share their experiences and challenges with these products, including information and views related to the safety of such products.

The FDA appears committed to pursuing an efficient regulatory framework for allowing product developers that meet the requirements under their authorities to lawfully market these types of products. However, despite these steps by the FDA there are other factors which are beyond our control, which could jeopardize our ability to successfully market our planned products. Any such setback would have a material adverse effect on our business and prospects.

Environmental Matters

Compliance with federal, state and local requirements regulating the discharge of materials into the environment, or otherwise relating to the protection of the environment, have not had, nor are they expected to have, any material effect on the Company.

RECENT DEVELOPMENTS

The Company has submitted Company Related Action Notification Forms notifying FINRA of its intention to implement a reverse stock split of its common stock in the ratio of 1:20. FINRA has responded with comments and it is unclear at this time when the Company will be able to implement said reverse split.

Table of Contents

Critical Accounting Policies

Our material accounting policies, which we believe are the most critical to investors understanding of our financial results and condition, are discussed below. Because we are still early in our enterprise development, the number of these policies requiring explanation is limited. As we begin to generate increased revenue from different sources, we expect that the number of applicable policies and complexity of the judgments required will increase.

Revenue Recognition: ASC 606 establishes a single and comprehensive framework which sets out how much revenue is to be recognized, and when. The core principle is that a vendor should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the vendor expects to be entitled in exchange for those goods or services. Revenue will now be recognized by a vendor when control over the goods or services is transferred to the customer. In contrast, Revenue based revenue recognition around an analysis of the transfer of risks and rewards; this now forms one of a number of criteria that are assessed in determining whether control has been transferred. The application of the core principle in ASC 606 is carried out in five steps: Step 1 – Identify the contract with a customer: a contract is defined as an agreement (including oral and implied), between two or more parties, that creates enforceable rights and obligations and sets out the criteria for each of those rights and obligations. The contract needs to have commercial substance and it is probable that the entity will collect the consideration to which it will be entitled. Step 2 – Identify the performance obligations in the contract: a performance obligation in a contract is a promise (including implicit) to transfer a good or service to the customer. Each performance obligation should be capable of being distinct and is separately identifiable in the contract. Step 3 – Determine the transaction price: transaction price is the amount of consideration that the entity can be entitled to, in exchange for transferring the promised goods and services to a customer, excluding amounts collected on behalf of third parties. Step 4 – Allocate the transaction price to the performance obligations in the contract: for a contract that has more than one performance obligation, the entity will allocate the transaction price to each performance obligation separately, in exchange for satisfying each performance obligation. The acceptable methods of allocating the transaction price include adjusted market assessment approach, expected cost plus a margin approach, and, the residual approach in limited circumstances. Discounts given should be allocated proportionately to all performance obligations unless certain criteria are met and reallocation of changes in standalone selling prices after inception is not permitted. Step 5 – Recognize revenue as and when the entity satisfies a performance obligation: the entity should recognize revenue at a point in time, except if it meets any of the three criteria, which will require recognition of revenue over time: the entity’s performance creates or enhances an asset controlled by the customer, the customer simultaneously receives and consumes the benefit of the entity’s performance as the entity performs, and the entity does not create an asset that has an alternative use to the entity and the entity has the right to be paid for performance to date.

Valuation of Deferred Taxes: We account for income taxes in accordance with the liability method. Under the liability method, we recognize deferred assets and liabilities based upon anticipated future tax consequences attributable to differences between financial statement carrying amounts of assets and liabilities and their respective tax bases. We establish a valuation allowance to the extent that it is more likely than not that deferred tax assets will not be utilized against future taxable income.

Valuation of Equity Instruments Granted to Employee, Service Providers and Investors: On the date of issuance, the instruments are recorded at their fair value as determined using the Binomial Option Pricing Model.

Allowance for Accounts Receivable: We estimate losses from the inability of our distributors to make required payments and periodically review the payment history of each of our distributors, as well as their financial condition, and revise our reserves as a result.

Inventory Valuation: All inventories are stated at lower of cost or net realizable value, with cost determined substantially on a “first-in, first-out” basis. Selling, general, and administrative expenses are not inventoried, but are charged to expense when purchased.

Table of Contents

RESULTS OF OPERATIONS

Three months ended September 30, 2023 compared to three months ended September 30, 2022

Sales Revenue, Cost of Sales and Gross Loss:

Revenues from the sale of our products for the three months ended September 30, 2023 and 2022 were $0 and $824, respectively.

Costs of sales was $47,360 in the three months ended September 30, 2023 and $0 in the three months ended September 30, 2022. The Company expenses all packaging material as a cost of sale at the time of purchase. For the three months ended September 30, 2023, the Company had a gross loss of $43,113 compared to a gross profit of $824 for the three months ended September 30, 2022. The loss is due to the Company purchasing Popping Boba for sale. The Company is waiting on the customer to remit payment for the Popping Boba which at that time the Company will record the revenue.

General and Administrative Expense: General and administrative expenses for the three months ended September 30, 2023, increased by $29,752, to $84,261 as compared to $54,509 for the three months ended September 30, 2022. Increase is due to the issuance of options with an option expense of $61,036 in the three months ended September 30, 2023 compared to no options being issued in the three months ended September 30, 2022.

Payroll and Related: Payroll and related decreased by $62,824 to $43,750 for the three months ended September 30, 2023 from $106,574 for the three months ended September 30, 2022. The decrease is due to the Company releasing all employees except for the CEO who has an employment agreement with the Company. The payroll for the CEO has been accrued but not paid.

Professional Fees: Professional fees decreased to $19,000 for the three months ended September 30, 2023 compared to $65,500 for the three months ended September 30, 2022. In the prior year legal costs were higher due to activity involving potential acquisitions and costs associated with issues surrounding the proposed reverse split.

Depreciation expense: Depreciation expense was $20,618 for the three months ended September 30, 2023 and for the three months ended September 30, 2022.

Interest Expense: Interest expense for the three months ended September 30, 2023 was $14,376 compared to interest expense of $8,271 in the three months ended September 30, 2022.

Net Loss: As a result of the foregoing, we realized a net loss of $229,365 in the three months ended September 30, 2023 compared to a net loss of $254,649 for the three months ended September 30, 2022.

There was no income tax benefit recorded for the year ended December 31, 2023 or 2022, due to recurring net operating losses.

Table of Contents

Nine months ended September 30, 2023 compared to nine months ended September 30, 2022

Sales Revenue, Cost of Sales and Gross Loss:

Revenues from the sale of our products for the nine months ended September 30, 2023 and 2022 were $42,497 and $8,434, respectively. Revenues in 2023 were generated from the distribution of Boh Bah Inc’s popping boba. Revenues in 2022 were generated from the sale of our CBD tinctures. While additional sales of popping boba were made in the three months ended September 30, 2023, we cannot record these sales until payment is received, which we expect to occur during the fourth quarter.

Costs of sales was $85,610 in the nine months ended September 30, 2023 and $7,507 in the nine months ended September 30, 2022. The Company expenses all packaging material as a cost of sale at the time of purchase. The Company also expenses the purchase of Popping Boba .For the nine months ended September 30, 2023, the Company had a gross loss of $43,113 compared to a gross profit of $927 for the nine months ended September 30, 2022.

General and Administrative Expense: General and administrative expenses for the nine months ended September 30, 2023, increased by $517,194, to $798,056 as compared to $280,862 for the nine months ended September 30, 2022. Increase is due to the issuance of options with an option expense of $716,854 in the nine months ended September 30, 2023 compared to no options being issued in the nine months ended September 30, 2022.

Payroll and Related: Payroll and related decreased by $147,125 to $168,561 for the nine months ended September 30, 2023 from $315,686 for the nine months ended September 30, 2022. Due to a lack of funds, all employees except the CEO were released. The CEO has an employment agreement and his payroll has been accrued during the period but not paid.

Professional Fees: Professional fees decreased to $60,000 from $89,400 for the nine months ended September 30, 2023. The decrease is due to a reduction in legal costs. In the prior year legal costs were higher due to work around potential acquisitions and costs associated with issues surrounding the proposed reverse split.

Depreciation expense: Depreciation expense was $61,854 for the nine months ended September 30, 2023 compared to a depreciation expense of $61,458 for the nine months ended September 30, 2022.

Interest Expense: Interest expense for the nine months ended September 30, 2023 was $38,801 an increase of $17,856 from the interest expense of $20,945 in the nine months ended September 30, 2022. The increase is due to additional loans the Company had to take out in order to pay operating expenses and make an investment in Boh Bah Inc.

Net Loss: As a result of the foregoing, we realized a net loss of $1,170,385 in the nine months ended September 30, 2023 compared to a net loss of $767,424 for the nine months ended September 30, 2022.

LIQUIDITY AND CAPITAL RESOURCES

Since our inception, we have raised capital through the public and private sale of debt and equity and funding from collaborative arrangements. At September 30, 2023, we had cash of $987 and a negative working capital of $2,345,044.

We will be required to raise additional funds through public or private financing, additional collaborative relationships or other arrangements. We cannot be certain that our existing and available capital resources will be sufficient to satisfy our funding requirements through 2023. We are evaluating various options to raise additional funds, including new equity and loans and no assurance can be given that we will be successful.

Our financial statements have been prepared and presented on a basis assuming we will continue as a going concern. The above factors raise substantial doubt about our ability to continue as a going concern, as more fully discussed in Note 1 to the consolidated financial statements contained herein.

Off-Balance Sheet Arrangements

We have no material off-balance sheet arrangements, no special purpose entities, and no activities that include non-exchange-traded contracts accounted for at fair value.

Table of Contents

Item 4. Controls And Procedures

As of September 30, 2023, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of September 30, 2023.

Changes in Internal Control Over Financial Reporting

During the quarter covered by this report there were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Table of Contents

PART II OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

We are not obligated to disclose our risk factors in this report, however, limited information regarding our risk factors appears in Part I, Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the caption “Forward-Looking Statements” contained in this Quarterly Report on Form 10-Q and in “Item 1A. RISK FACTORS” of our 2022 Annual Report on Form 10-K. There have been no material changes from the risk factors previously disclosed in our 2022 Annual Report on Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosure

Not applicable.

Item 5. Other Information

See “RECENT DEVELOPMENTS” in Part I, Item 2.

Table of Contents

Item 6. Exhibits

3.1		Certificate of Incorporation (a)

3.2		By-Laws Restated as Amended (a)

31.1		Certification of Chief Executive Officer

31.2		Certification of Chief Financial Officer

32.1		Statement required by 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Statement required by 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.

101.	INS*XBRL	Instance Document

101.	SCH*XBRL	Taxonomy Extension Schema

101.	CAL*XBRL	Taxonomy Extension Calculation Linkbase

101.	DEF*XBRL	Taxonomy Extension Definition Linkbase

101.	LAB*XBRL	Taxonomy Extension Label Linkbase

101.	PRE*XBRL	Taxonomy Extension Presentation Linkbase

(a)	Filed previously with the Form 10 on June 25, 2021 and incorporated herein by reference.

Table of Contents

SIGNATURES

In accordance with the requirements of the Exchange Act, the Registrant caused this Report to be signed on its behalf by the undersigned thereto duly authorized.

Date: November 17, 2023

REAL BRANDS, INC.

*By: /s/ Thom Kidrin*
President and CEO

*By: /s/ Christopher Ryan*
Chief Financial Officer

Table of Contents

EXHIBIT 31.1

Certifications

I, Thomas Kidrin, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Real Brands, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures, and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 17, 2023

/s/ Thomas Kidrin

Thomas Kidrin

Chief Executive Officer

EXHIBIT 31.2

Certifications

I, Christopher J. Ryan, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Real Brands, Inc.;

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 17, 2023

/s/ Christopher J. Ryan

Christopher J. Ryan

Chief Financial Officer

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Real Brands, Inc. (the "Company") on Form 10-Q for the nine months ended September 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Thomas Kidrin, Chief Executive Officer of the Company, certifies, pursuant to 18 U.S.C. 1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, based on my knowledge:

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, our financial condition and result of operations.

	REAL BRANDS, INC.
	(Registrant)

Date: November 17, 2023	*By:/s/ Thomas Kidrin*
	Thomas Kidrin
	Chief Executive Officer

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Real Brands, Inc. (the "Company") on Form 10-Q for the nine months ended September 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Christopher J. Ryan, Chief Financial Officer of the Company, certifies, pursuant to 18 U.S.C. 1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, based on my knowledge:

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, our financial condition and result of operations.

	REAL BRANDS, INC.
	(Registrant)

Date: November 17, 2023	*By:/s/ Christopher J. Ryan*
	Christopher J. Ryan
	Chief Financial Officer

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2023	Nov. 15, 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	000-24115
Entity Registrant Name	REAL BRANDS INC.
Entity Central Index Key	0001084133
Entity Tax Identification Number	40-0014655
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	12 Humbert Street
Entity Address, City or Town	North Providence
Entity Address, State or Province	RI
Entity Address, Postal Zip Code	02911
City Area Code	617
Local Phone Number	803-0004
Security Exchange Name	NONE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		2,690,640,226

CONSOLIDATED BALANCE SHEETS - USD ($)	Sep. 30, 2023	Dec. 31, 2022
CURRENT ASSETS:
Cash and cash equivalents	$ 987	$ 2,845
Accounts receivables		750
Total current assets	987	3,595
Deposits	530	530
Property and equipment - net of depreciation	1,095,880	1,157,734
Investment Boh Bah Inc.	125,000
TOTAL ASSETS	1,222,397	1,161,859
CURRENT LIABILITIES:
Accounts payable and accrued expenses	566,399	476,543
Accrued expenses related party	865,687	675,349
Loan payable	215,672	75,000
Loan payable related party	384,605	273,605
Convertible note payable related party	200,000	200,000
Notes payable	43,003	43,003
Mortgage payable short term	25,040
Contingent liabilities	45,625	45,625
TOTAL CURRENT LIABILITIES	2,346,031	1,789,125
LONG TERM LIABILITIES
Mortgage payable long term	82,792	125,629
Total Long Term Liabilities	82,792	125,629
TOTAL LIABILITIES	2,428,823	1,914,754
STOCKHOLDERS’ EQUITY (DEFICIT):
Common stock, $.001 par value; 3,998,000,000 shares authorized as of September 30, 2023 and December 31, 2022; 2,690,640,226 shares issued and outstanding as of September 30, 2023 and December 31, 2022.	2,690,640	2,690,640
Common stock subscribed, 6,806,011 shares at September 30, 2023 and December 31, 2022.	96,403	96,403
Additional paid-in capital	9,751,471	9,034,617
Accumulated deficit	(13,744,940)	(12,574,555)
TOTAL STOCKHOLDERS’ DEFICIT	(1,206,426)	(752,895)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$ 1,222,397	$ 1,161,859

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Common Stock, par value	$ 0.001	$ 0.001
Common Stock, shares authorized	3,998,000,000	3,998,000,000
Common Stock, shares issued	2,690,640,226	2,690,640,226
Common Stock, shares outstanding	2,690,640,226	2,690,640,226
Common Stock, shares subscribed	6,806,011	6,806,011

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		9 Months Ended
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
REVENUE:
Revenues from related parties and affiliates		$ 824	$ 42,497	$ 8,434
Total revenue		824	42,497	8,434
Cost of goods sold	47,360		85,610	7,507
Gross profit (loss)	(47,360)	824	(43,113)	927
OPERATING EXPENSES:
General and administrative	84,261	54,509	798,056	280,862
Professional fees	19,000	65,500	60,000	89,400
Payroll and related	43,750	106,574	168,561	315,686
Total operating expenses	147,011	226,583	1,026,617	685,948
Operating loss	(194,371)	(225,759)	(1,069,730)	(685,021)
OTHER INCOME (EXPENSES):
Depreciation expense	(20,618)	(20,618)	(61,854)	(61,458)
Interest expense	(14,376)	(8,271)	(38,801)	(20,945)
Total other (expenses) income	(34,994)	(28,890)	(100,655)	(82,403)
LOSS FROM OPERATIONS	(229,365)	(254,649)	(1,170,385)	(767,424)
PROVISION FOR INCOME TAXES
NET LOSS	$ (229,365)	$ (254,649)	$ (1,170,385)	$ (767,424)
BASIC AND DILUTED NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS **	$ 0.00	$ 0.00	$ 0.00	$ 0.00
WEIGHTED AVERAGE SHARES OUTSTANDING	2,690,640,226	2,677,630,564	2,690,640,226	2,677,563,303

CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT) - USD ($)	Preferred Stock [Member]	Common Stock [Member]	Common Stock Subcribed [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2021	$ 1,000	$ 2,677,529	$ 96,403	$ 8,881,728	$ (11,668,611)	$ (11,951)
Beginning balance, Preferred stock, shares at Dec. 31, 2021	1,000,000
Beginning balance, Common stock, shares at Dec. 31, 2021		2,677,529,115
Sale of IP	$ (1,000)			61,205		60,205
Sale of IP and cancellation of Preferred stock, shares	(1,000,000)
Net loss					(266,105)	(266,105)
Ending balance, value at Mar. 31, 2022		$ 2,677,529	96,403	8,942,933	(11,934,716)	(217,851)
Ending balance, Preferred stock, shares at Mar. 31, 2022
Ending balance, Common stock, shares at Mar. 31, 2022		2,677,529,115
Beginning balance, value at Dec. 31, 2021	$ 1,000	$ 2,677,529	96,403	8,881,728	(11,668,611)	(11,951)
Beginning balance, Preferred stock, shares at Dec. 31, 2021	1,000,000
Beginning balance, Common stock, shares at Dec. 31, 2021		2,677,529,115
Net loss						(767,424)
Issuance of stock options
Ending balance, value at Sep. 30, 2022		$ 2,680,640	96,403	9,004,822	(12,436,034)	654,169
Ending balance, Preferred stock, shares at Sep. 30, 2022
Ending balance, Common stock, shares at Sep. 30, 2022		2,680,640,226
Beginning balance, value at Mar. 31, 2022		$ 2,677,529	96,403	8,942,933	(11,934,716)	(217,851)
Beginning balance, Preferred stock, shares at Mar. 31, 2022
Beginning balance, Common stock, shares at Mar. 31, 2022		2,677,529,115
Net loss					(246,672)	(246,672)
Issuance of common stock for cash			3,111	61,889		65,000
Ending balance, value at Jun. 30, 2022		$ 2,677,529	99,514	9,004,822	(12,181,387)	(339,522)
Ending balance, Preferred stock, shares at Jun. 30, 2022
Ending balance, Common stock, shares at Jun. 30, 2022		2,677,529,115
Net loss					(254,647)	(254,649)
Issuance of common stock for cash		3,111	(3,111)
Ending balance, value at Sep. 30, 2022		$ 2,680,640	96,403	9,004,822	(12,436,034)	654,169
Ending balance, Preferred stock, shares at Sep. 30, 2022
Ending balance, Common stock, shares at Sep. 30, 2022		2,680,640,226
Beginning balance, value at Dec. 31, 2022		$ 2,690,640	96,403	9,034,617	(12,574,555)	$ (752,895)
Beginning balance, Preferred stock, shares at Dec. 31, 2022
Beginning balance, Common stock, shares at Dec. 31, 2022		2,690,640,226				2,690,640,226
Net loss					(752,577)	$ (752,577)
Issuance of stock options				595,445		595,445
Ending balance, value at Mar. 31, 2023	$ 1,000	$ 2,690,640	96,403	9,630,062	(13,327,132)	(910,027)
Ending balance, Preferred stock, shares at Mar. 31, 2023	1,000,000
Ending balance, Common stock, shares at Mar. 31, 2023		2,690,640,226
Beginning balance, value at Dec. 31, 2022		$ 2,690,640	96,403	9,034,617	(12,574,555)	$ (752,895)
Beginning balance, Preferred stock, shares at Dec. 31, 2022
Beginning balance, Common stock, shares at Dec. 31, 2022		2,690,640,226				2,690,640,226
Net loss						$ (1,170,385)
Issuance of stock options						716,854
Ending balance, value at Sep. 30, 2023	$ 1,000	$ 2,690,640	96,403	9,751,471	(13,744,940)	$ (1,206,426)
Ending balance, Preferred stock, shares at Sep. 30, 2023	1,000,000
Ending balance, Common stock, shares at Sep. 30, 2023		2,690,640,226				2,690,640,226
Beginning balance, value at Mar. 31, 2023	$ 1,000	$ 2,690,640	96,403	9,630,062	(13,327,132)	$ (910,027)
Beginning balance, Preferred stock, shares at Mar. 31, 2023	1,000,000
Beginning balance, Common stock, shares at Mar. 31, 2023		2,690,640,226
Net loss					(188,443)	(188,443)
Issuance of stock options				60,373		60,373
Ending balance, value at Jun. 30, 2023	$ 1,000	$ 2,690,640	96,403	9,690,435	(13,515,575)	(1,038,097)
Ending balance, Preferred stock, shares at Jun. 30, 2023	1,000,000
Ending balance, Common stock, shares at Jun. 30, 2023		2,690,640,226
Net loss					(229,365)	(229,365)
Issuance of stock options				61,036		61,036
Ending balance, value at Sep. 30, 2023	$ 1,000	$ 2,690,640	$ 96,403	$ 9,751,471	$ (13,744,940)	$ (1,206,426)
Ending balance, Preferred stock, shares at Sep. 30, 2023	1,000,000
Ending balance, Common stock, shares at Sep. 30, 2023		2,690,640,226				2,690,640,226

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	9 Months Ended
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	Sep. 30, 2023	Sep. 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (1,170,385)	$ (767,424)
Adjustments to reconcile net loss to net cash used in operating activities:
Option expense	716,854
Depreciation expense	61,854	61,458
Changes in operating assets and liabilities:
Accounts receivable	750	898
Accounts payable and accrued expenses	280,194	258,763
Contingency liabilities		(45,625)
Net cash used in operating activities	(110,733)	(491,930)
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in Boh Bah Inc.	(125,000)
Net cash provided by (used in) investing activities	(125,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
Loan payable	140,672	75,000
Loan payable related party	111,000	120,000
Repayment of mortgage payable	(17,797)	(17,187)
Disposal of loans payable for IP		60,205
Proceeds from sale of common stock		65,000
Net cash provided by financing activities	233,875	303,018
NET CHANGE IN CASH AND CASH EQUIVALENTS	(1,858)	(188,936)
CASH AND CASH EQUIVALENTS, beginning of period	2,845	197,255
CASH AND CASH EQUIVALENTS, end of period	987	8,319
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest	5,088	5,681
Cash paid for income taxes
NONCASH INVESTING AND FINANCING ACTIVITIES:
Cancellation of preferred stock		$ 1,000

ORGANIZATION, BACKGROUND, AND BASIS OF PRESENTATION

9 Months Ended

Sep. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

ORGANIZATION, BACKGROUND, AND BASIS OF PRESENTATION

NOTE 1. ORGANIZATION, BACKGROUND, AND BASIS OF PRESENTATION

Going concern

Liquidity

	•	The Company is seeking additional capital in the private and/or public equity markets to continue operations and build sales, marketing, brand and distribution. The Company is currently evaluating additional equity and debt financing opportunities and may execute them, if and when appropriate. However, there can be no assurances that the Company can consummate such a transaction or consummate a transaction at favorable pricing.

	•	The Company plans on increased sales of its products in the market. However, there can be no assurances that the sales will increase or that even if they do increase that it will increase sufficiently to generate the necessary cash.

	•	The Company plans on increasing sales by acquiring additional products, either through the acquisition of other companies and/or through the acquisition of licenses to additional products. However, there can be no assurances that such acquisitions can be made and even if made, that sales will increase or that even if they do increase that it will increase sufficiently to generate the necessary cash.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Principles of Consolidation

Use of estimates and judgments

Accounting standard updates

Segment Reporting

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be a cash equivalent.

Accounts Receivable and Allowance for Doubtful Accounts

Concentrations of Credit Risk

Inventory

Property and Equipment

Total depreciation expense for the nine months ended September 30, 2023 was $61,854. Expenditures for repairs and maintenance are expensed as incurred.

Impairment of Long-Lived Assets

Revenue Recognition

Stock-based Compensation

Beneficial Conversion Features of Convertible Securities

Derivatives

Net Loss Per Common Share

Treasury Stock

The Company accounts for treasury stock under the cost method and includes treasury stock as a component of stockholder’s deficit.

Fair Value of Financial Instruments

•

Level 1 – Quoted market prices in active markets for identical assets and liabilities;

•

Level 2 – Inputs, other than level 1 inputs, either directly or indirectly observable; and

	•	Level 3 – Unobservable inputs developed using internal estimates and assumptions (there is little or no market date) which reflect those that market participants would use.

The Company records its derivative activities at fair value. As of September 30, 2023, no derivative liabilities are recorded.

Off Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements.

Uncertain Tax Positions

Income Taxes

Recent Accounting Pronouncements

ACCOUNTS RECEIVABLES AND ALLOWANCE FOR DOUBTFUL ACCOUNTS

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

ACCOUNTS RECEIVABLES AND ALLOWANCE FOR DOUBTFUL ACCOUNTS

NOTE 3. ACCOUNTS RECEIVABLES AND ALLOWANCE FOR DOUBTFUL ACCOUNTS

PROPERTY AND EQUIPMENT

9 Months Ended

Sep. 30, 2023

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT

NOTE 4. PROPERTY AND EQUIPMENT

Property and equipment are comprised of a building, land, building improvements and furniture and equipment.

Total depreciation expense for the nine months ended September 30, 2023 was $61,854. Expenditures for repairs and maintenance are expensed as incurred.


	September 30,			December 31,
	2023			2022

Building	$	475,000		$	475,000
Building Improvements		785,823			785,823
Gross fixed assets		1,260,823			1,260,823
Less: Accumulated Depreciation		(164,943	)		(103,089	)
Less: Impairments		—			—
Net Fixed Assets	$	1,095,880		$	1,157,734

INVESTMENT IN BOH BAH INC.

9 Months Ended

Sep. 30, 2023

Investments, All Other Investments [Abstract]

INVESTMENT IN BOH BAH INC.

NOTE 5. INVESTMENT IN BOH BAH INC.

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

9 Months Ended

Sep. 30, 2023

Payables and Accruals [Abstract]

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

NOTE 6. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

ACCRUED EXPENSES – RELATED PARTY

9 Months Ended

Sep. 30, 2023

ACCRUED EXPENSES – RELATED PARTY

NOTE 7. ACCRUED EXPENSES – RELATED PARTY

At September 30, 2023, accrued expenses related parties was $865,687.

MORTGAGE PAYABLE

9 Months Ended

Sep. 30, 2023

Debt Disclosure [Abstract]

MORTGAGE PAYABLE

NOTE 8. MORTGAGE PAYABLE

As of September 30, 2023, the following mortgage was outstanding:


	Loan payable		Accrued interest
Mortgage payable (6.31%)		107,832		—
Total	$	107,832	$	—

Interest expense related to the mortgage payable amounted to $5,088 for the nine months ended September 30, 2023.

LOAN PAYABLE – RELATED PARTY	9 Months Ended
LOAN PAYABLE – RELATED PARTY	Sep. 30, 2023
Related Party Transaction [Line Items]
LOAN PAYABLE – RELATED PARTY	NOTE 7. ACCRUED EXPENSES – RELATED PARTY At September 30, 2023, accrued expenses related parties was $865,687. At September 30, 2023, the Company owed its CEO, Thom Kidrin, $548,558 in accrued salary and $48,779 in accrued interest on a loan with principal balance of $384,605. An additional $56,350 in accrued interest is owed on a note from Worlds Inc., with a principal balance of $200,000. In addition, the Company owed $205,000 to its CFO, Chris Ryan, and $7,000 to Dr. Rammal.
Related Party [Member]
Related Party Transaction [Line Items]
LOAN PAYABLE – RELATED PARTY	NOTE 9. LOAN PAYABLE – RELATED PARTY A loan was provided by the CEO, Thom Kidrin, at an interest rate of 7%. During the nine months ended September 30, 2023, the CEO loaned $111,000 to the Company to cover operating costs. The loan balance at September 30, 2023 was $384,605 with accrued interest of $48,779.

LOAN PAYABLE

9 Months Ended

Sep. 30, 2023

Loan Payable

LOAN PAYABLE

NOTE 10. LOAN PAYABLE

CONVERTIBLE NOTES PAYABLE - RELATED PARTY

9 Months Ended

Sep. 30, 2023

Debt Disclosure [Abstract]

CONVERTIBLE NOTES PAYABLE - RELATED PARTY

NOTE 11. CONVERTIBLE NOTES PAYABLE - RELATED PARTY

As of September 30, 2023, the Company incurred $56,350 in interest expense on the convertible note.

STOCKHOLDER’S EQUITY

9 Months Ended

Sep. 30, 2023

Equity [Abstract]

STOCKHOLDER’S EQUITY

NOTE 12. STOCKHOLDER’S EQUITY

Common Stock

The Company did not issue any equity during the nine months ended September 30, 2023.

As of September 30, 2023, the Company had 2,690,640,226 shares of its common stock outstanding.

STOCK OPTIONS

9 Months Ended

Sep. 30, 2023

Other Liabilities Disclosure [Abstract]

STOCK OPTIONS

NOTE 13. STOCK OPTIONS

The Company has outstanding the following stock options as of September 30, 2023.


	Exercise Price per Share	Shares Under Option/warrant	Remaining Life in Years
Outstanding
$	0.007	144,654,420	4.47
$	0.011	4,000,000	1.50
$	0.0267	12,287,256	1.25
$	0.0267	92,154,421	2.00
$	0.0267	46,077,210	2.08
$	0.05	1,000,000	3.04
Total		300,173,307
Exercisable
$	0.007	111,436,280	4.47
$	0.011	4,000,000	1.50
$	0.0267	12,287,256	1.25
$	0.0267	92,154,421	2.00
$	0.0267	46,077,210	2.08
$	0.05	1,000,000	3.04
Total		266,955,167

During the nine months ended September 30, 2023, the Company recorded a stock option expense of $716,854 representing the options issued during the period that have fully vested.

COMMITMENTS AND CONTINGENCIES

9 Months Ended

Sep. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 14. COMMITMENTS AND CONTINGENCIES

SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2023

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 15. SUBSEQUENT EVENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

Principles of Consolidation

Principles of Consolidation

Use of estimates and judgments

Use of estimates and judgments

Accounting standard updates

Accounting standard updates

Segment Reporting

Segment Reporting

Cash and Cash Equivalents

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be a cash equivalent.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts Receivable and Allowance for Doubtful Accounts

Concentrations of Credit Risk

Concentrations of Credit Risk

Inventory

Inventory

Property and Equipment

Property and Equipment

Total depreciation expense for the nine months ended September 30, 2023 was $61,854. Expenditures for repairs and maintenance are expensed as incurred.

Impairment of Long-Lived Assets

Impairment of Long-Lived Assets

Revenue Recognition

Revenue Recognition

Stock-based Compensation

Stock-based Compensation

Beneficial Conversion Features of Convertible Securities

Beneficial Conversion Features of Convertible Securities

Derivatives

Derivatives

Net Loss Per Common Share

Net Loss Per Common Share

Treasury Stock

Treasury Stock

The Company accounts for treasury stock under the cost method and includes treasury stock as a component of stockholder’s deficit.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

•

Level 1 – Quoted market prices in active markets for identical assets and liabilities;

•

Level 2 – Inputs, other than level 1 inputs, either directly or indirectly observable; and

	•	Level 3 – Unobservable inputs developed using internal estimates and assumptions (there is little or no market date) which reflect those that market participants would use.

The Company records its derivative activities at fair value. As of September 30, 2023, no derivative liabilities are recorded.

Off Balance Sheet Arrangements

Off Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements.

Uncertain Tax Positions

Uncertain Tax Positions

Income Taxes

Income Taxes

Recent Accounting Pronouncements

Recent Accounting Pronouncements

PROPERTY AND EQUIPMENT (Tables)

9 Months Ended

Sep. 30, 2023

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment


	September 30,			December 31,
	2023			2022

Building	$	475,000		$	475,000
Building Improvements		785,823			785,823
Gross fixed assets		1,260,823			1,260,823
Less: Accumulated Depreciation		(164,943	)		(103,089	)
Less: Impairments		—			—
Net Fixed Assets	$	1,095,880		$	1,157,734

MORTGAGE PAYABLE (Tables)

9 Months Ended

Sep. 30, 2023

Debt Disclosure [Abstract]

As of September 30, 2023, the following mortgage was outstanding:


	Loan payable		Accrued interest
Mortgage payable (6.31%)		107,832		—
Total	$	107,832	$	—

Interest expense related to the mortgage payable amounted to $5,088 for the nine months ended September 30, 2023.

STOCK OPTIONS (Tables)

9 Months Ended

Sep. 30, 2023

Other Liabilities Disclosure [Abstract]

Schedule of Stock Options


	Exercise Price per Share	Shares Under Option/warrant	Remaining Life in Years
Outstanding
$	0.007	144,654,420	4.47
$	0.011	4,000,000	1.50
$	0.0267	12,287,256	1.25
$	0.0267	92,154,421	2.00
$	0.0267	46,077,210	2.08
$	0.05	1,000,000	3.04
Total		300,173,307
Exercisable
$	0.007	111,436,280	4.47
$	0.011	4,000,000	1.50
$	0.0267	12,287,256	1.25
$	0.0267	92,154,421	2.00
$	0.0267	46,077,210	2.08
$	0.05	1,000,000	3.04
Total		266,955,167

ORGANIZATION, BACKGROUND, AND BASIS OF PRESENTATION (Details Narrative) - USD ($)	3 Months Ended						9 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net loss	$ 229,365	$ 188,443	$ 752,577	$ 254,649	$ 246,672	$ 266,105	$ 1,170,385	$ 767,424
Cash and cash equivalents	987						987		$ 2,845
Working capital deficit	2,345,044						2,345,044		$ 1,808,830
Deficit increase	$ 536,214						$ 536,214

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Mar. 31, 2023	Oct. 01, 2021	Feb. 15, 2020
Accounting Policies [Abstract]
Shares amount of purchase							2,000,000
Assumption mortgage							$ 189,916
Building and Land appraisal						$ 475,000
Buidling improvements depreciated						15 years
Depreciation expense building			$ 22,563
Depreciation expense on building improvments			39,291
Total depreciation expense	$ 20,618	$ 20,618	$ 61,854	$ 61,458
Potentially dilutive options	300,173,307	154,518,887	300,173,307	154,518,887	6,143,628
Convertible securities	31,496,498	29,752,495	31,496,498	29,752,495
Derivative liabilites recorded	$ 0		$ 0
Realized ultimate settlement			50%

ACCOUNTS RECEIVABLES AND ALLOWANCE FOR DOUBTFUL ACCOUNTS (Details Narrative)	Sep. 30, 2023 USD ($)
Accounting Policies [Abstract]
Account receivables	$ 0

Schedule of Property and Equipment (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
Building	$ 475,000	$ 475,000
Building Improvements	785,823	785,823
Gross fixed assets	1,260,823	1,260,823
Less: Accumulated Depreciation	(164,943)	(103,089)
Less: Impairments
Net Fixed Assets	$ 1,095,880	$ 1,157,734

PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Oct. 01, 2021
Property, Plant and Equipment [Abstract]
Real Estate Investment Property, at Cost					$ 475,000
Depreciated time					15 years
Depreciation, Depletion and Amortization, Nonproduction			$ 22,563
Depreciation expense on building improvements			39,291
Depreciation	$ 20,618	$ 20,618	$ 61,854	$ 61,458

INVESTMENT IN BOH BAH INC. (Details Narrative) - USD ($)		9 Months Ended
	Jul. 12, 2023	Sep. 30, 2023	Jul. 17, 2023	Jul. 11, 2023	Dec. 31, 2022
Number of shares purchased on investment			2,206
Investment in Boh Bah Inc		$ 125,000	$ 125,000
Investment percentage of the Boh Bah Inc			2.00%
Company granted distribution			3.00%
Line contribution period			3 years
Days warrants expire	20 days
Warrants exercised		0
Boh Bah [Member]
Number of warrants to purchase			6,618
Number of warrants to expire				2,206

ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details Narrative)	Nov. 19, 2015 USD ($)
Payables and Accruals [Abstract]
Litigation Settlement, Amount Awarded to Other Party	$ 71,069

ACCRUED EXPENSES – RELATED PARTY (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Accrued expenses related parties	$ 865,687
Accrued interest on loan	56,350
Principal balance owed to Dr Rammal	384,605	$ 273,605
Additional accrued interest	56,350
Worlds Inc principal balance	200,000
Chief Executive Officer [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Accrued salary	548,558
Accrued interest on loan	48,779
Principal balance owed to Dr Rammal	384,605
Additional accrued interest	48,779
Chief Financial Officer [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Principal balance owed to Dr Rammal	205,000
Dr Rammal [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Principal balance owed to Dr Rammal	$ 7,000

As of September 30, 2023, the following mortgage was outstanding: (Details) - USD ($)	9 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Short-Term Debt [Line Items]
Mortgage payable (6.31%)	$ 82,792	$ 125,629
Mortgage payable rate	6.31%
Total	$ 82,792	$ 125,629
Loans Payable [Member]
Short-Term Debt [Line Items]
Mortgage payable (6.31%)	107,832
Total	107,832
Accured Interest [Member]
Short-Term Debt [Line Items]
Mortgage payable (6.31%)
Total

MORTGAGE PAYABLE (Details Narrative) - USD ($)	9 Months Ended
MORTGAGE PAYABLE (Details Narrative) - USD ($)	Sep. 30, 2023	Sep. 30, 2022
Debt Disclosure [Abstract]
Interest Paid, Including Capitalized Interest, Operating and Investing Activities	$ 5,088	$ 5,681

LOAN PAYABLE – RELATED PARTY (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Oct. 15, 2021
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Interest rate	7.00%			7.00%
Loan to cover operating costs	$ 111,000	$ 120,000
Loan balance	384,605		$ 273,605
Accrued interest	56,350
Chief Executive Officer [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Loan to cover operating costs	111,000
Loan balance	384,605
Accrued interest	$ 48,779

LOAN PAYABLE (Details Narrative) - USD ($)	9 Months Ended
LOAN PAYABLE (Details Narrative) - USD ($)	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Oct. 15, 2021
Schedule of Investments [Line Items]
Interest rate	7.00%			7.00%
Loan from Providence Capital	$ 140,672	$ 75,000
Loan balance	384,605		$ 273,605
Accrued interest	56,350
Providence Capital [Member]
Schedule of Investments [Line Items]
Loan from Providence Capital	140,672
Loan balance	215,672
Accrued interest	$ 9,439

CONVERTIBLE NOTES PAYABLE - RELATED PARTY (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2023	Oct. 15, 2023	Oct. 15, 2021
Debt Disclosure [Abstract]
Note payable related party	$ 200,000
Convertible note annual interest rate	7.00%		7.00%
Conversion price per share	$ 0.008139
Related party percentage own - note conversion	1.00%
Extended maturity of loan			2 years
Company issuing warrants	1,000,000
Warrants Purchase Price	$ 0.05
Additional extended maturity of loan		2 years
Interest expense on convertible note	$ 56,350

STOCKHOLDER’S EQUITY (Details Narrative) - shares	Sep. 30, 2023	Dec. 31, 2022
Equity [Abstract]
Common stock outstanding	2,690,640,226	2,690,640,226

Schedule of Stock Options (Details)	Sep. 30, 2023 $ / shares shares
Outstanding 1
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price \| $ / shares	$ 0.007
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number	144,654,420
[custom:RemainingLifeInYears-0]	4.47
Outstanding 2
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price \| $ / shares	$ 0.011
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number	4,000,000
[custom:RemainingLifeInYears-0]	1.50
Outstanding 3
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price \| $ / shares	$ 0.0267
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number	12,287,256
[custom:RemainingLifeInYears-0]	1.25
Outstanding 4
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price \| $ / shares	$ 0.0267
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number	92,154,421
[custom:RemainingLifeInYears-0]	2.00
Outstanding 5 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price \| $ / shares	$ 0.0267
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number	46,077,210
[custom:RemainingLifeInYears-0]	2.08
Outstanding 6 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price \| $ / shares	$ 0.05
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number	1,000,000
[custom:RemainingLifeInYears-0]	3.04
Total Outstanding [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number	300,173,307
Exercisable 1
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price \| $ / shares	$ 0.007
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number	111,436,280
[custom:RemainingLifeInYears-0]	4.47
Exercisable 2
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price \| $ / shares	$ 0.011
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number	4,000,000
[custom:RemainingLifeInYears-0]	1.50
Exercisable 3
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price \| $ / shares	$ 0.0267
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number	12,287,256
[custom:RemainingLifeInYears-0]	1.25
Exercisable 4
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price \| $ / shares	$ 0.0267
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number	92,154,421
[custom:RemainingLifeInYears-0]	2.00
Exercisable 5 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price \| $ / shares	$ 0.0267
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number	46,077,210
[custom:RemainingLifeInYears-0]	2.08
Exercisable 6 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price \| $ / shares	$ 0.05
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number	1,000,000
[custom:RemainingLifeInYears-0]	3.04
Total Exercisable [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number	266,955,167

STOCK OPTIONS (Details Narrative) - USD ($)	3 Months Ended			9 Months Ended		12 Months Ended
STOCK OPTIONS (Details Narrative) - USD ($)	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2023
Option Indexed to Issuer's Equity [Line Items]
Option Indexed to Issuer's Equity, Indexed Shares	300,173,307		6,143,628	300,173,307	154,518,887
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Period Increase (Decrease)						500,000
Total options granted				94,654,420
Exercise price			$ 0.007	$ 0.007
Deferred Compensation Arrangement with Individual, Allocated Share-Based Compensation Expense				$ 716,854	$ 0
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Intrinsic Value	$ 61,036			61,036
Stock option expense	$ 61,036	$ 60,373	$ 595,445	$ 716,854
Board of Directors Chairman [Member]
Option Indexed to Issuer's Equity [Line Items]
Option Indexed to Issuer's Equity, Indexed Shares			50,000,000