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

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

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

 

For the quarterly period ended September 30, 2023

 

or

 

☐ 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 333-222631

 

SOUL BIOTECHNOLOGY CORP

(Exact name of registrant as specified in its charter)

 

Nevada		82-3155323
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

8742

(Primary Standard Industrial Classification Code Number)

 

36 Fourth Ave. N, Yorkton Saskatchewan, Canada		S3N 2V7
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code [phone]

 

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

 

Title of each class		Trading Symbol(s)		Name of exchange on which registered
N/A		N/A		N/A

 

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   ☒ 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   ☒ 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 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.

 

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 Act.) ☐ Yes   ☒ No

 

The number of shares outstanding of the registrant’s common stock as of November 20, 2023 was 598,545,644 shares.

 

DOCUMENTS INCORPORATED BY REFERENCE — NONE

 

 

 

 

 

 

SOUL BIOTECHNOLOGY CORPORATION

QUARTERLY REPORT ON FORM 10-Q

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 (UNAUDITED)

 

Part I – FINANCIAL INFORMATION
Item 1.		Consolidated financial statements (unaudited)		1
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations		14
Item 3.		Quantitative and Qualitative Disclosures about Market Risk		17
Item 4.		Controls and Procedures		18
Part II – OTHER INFORMATION
Item 1.		Legal Proceedings		19
Item 1A.		Risk Factors		19
Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds		19
Item 3.		Defaults Upon Senior Securities		19
Item 4.		Mine Safety Disclosures		19
Item 5.		Other Information		19
Item 6.		Exhibits		20
SIGNATURES				21

 

i

 

 

PART I FINANCIAL INFORMATION

 

Item 1. Condensed Consolidated financial statements.

 

Index to Condensed Consolidated financial statements

 

		Page
CONSOLIDATED FINANCIAL STATEMENTS:
Condensed Consolidated Balance Sheets, September 30, 2023 (unaudited), and December 31, 2022		2
Unaudited Condensed Consolidated Statements of Operations the Three and Nine Months Ended September 30, 2023, and 2022		3
Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the Nine Months Ended September 30, 2023, and 2022		4
Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2023, and 2022		5
Notes to the Unaudited Interim Condensed Consolidated Financial Statements		6

 

1

 

 

SOUL BIOTECHNOLOGY CORP.

Condensed Balance Sheets

 

		September 30, 2023				December 31, 2022
		(Unaudited)
Assets
Current assets
Cash and cash equivalents		$	10,574			$	41,808
Accounts receivable			3,104				1,344
Inventory			38,542				35,281
Prepaid and other assets			1,181				1,179
Total current assets			53,400				79,612
Goodwill			-				512,196
Intangible assets			830,571				88,923
Total assets		$	883,972			$	680,731
Liabilities and Stockholders’ Deficit
Current Liabilities
Accrued payable and accrued liabilities		$	42,028			$	42,953
Common stock payable			-				843,878
Convertible note -related party			27,778				-
Due to related parties			228,688				227,704
Total current liabilities			298,494				1,114,535
Government loans			29,584				29,532
Total liabilities			328,078				1,144,067
Stockholders’ Equity (Deficit)
Common stock, Par Value $0.001, 700,000,000 shares authorized, 598,545,644 and 598,545,644 shares issued and outstanding of shares as of September 30, 2023 and December 31, 2022, respectively			598,546				75,000
Additional paid in capital			2,080,075				25,740
Accumulated deficit			(2,035,661	)			(525,881	)
Accumulated other comprehensive loss			(87,066	)			(38,195	)
Total stockholders’ equity (deficit)			555,894				(463,336	)
Total liabilities and stockholders’ equity (deficit)		$	883,972			$	680,731

 

The accompanying notes are an integral part of these unaudited condensed financial statements

 

2

 

 

SOUL BIOTECHNOLOGY CORP.

Condensed Statements of Operations

(Unaudited)

 

		For the Three Months Ended September 30,								For the Nine Months Ended September 30,
		2023				2022				2023				2022
Revenue, net
Revenue, net		$	16,260			$	42,154			$	76,871			$	122,927
Cost of sales			6,015				5,333				26,255				44,471
Gross margin			10,245				36,821				50,617				78,456
Operating expenses
General and administrative expenses			(21,030	)			31,970				34,738				64,122
Professional fees			16,242				94,716				66,500				263,607
Amortization of intangible assets			417,924				11,107				845,293				30,055
Impairment of goodwill and intangible			-								590,512				-
Total operating expenses			413,136				137,794				1,537,043				357,784
Loss from operations			(402,891	)			(100,973	)			(1,486,426	)			(279,328	)
Other income (expense)
Interest expense			(7,067	)			(449	)			(7,745	)			(1,292	)
Total other income (expense)			(7,067	)			(449	)			(7,745	)			(1,292	)
Loss from continuing operations before income taxes			(409,958	)			(101,422	)			(1,494,171	)			(280,620	)
Provision (benefit) for income taxes			-				-				-				-
Loss from continuing operations			(409,958	)			(101,422	)			(1,494,171	)			(280,620	)
Loss from discontinued operations			(5,177	)			(5,760	)			(15,609	)			(21,086	)
Net loss		$	(415,135	)		$	(107,182	)		$	(1,509,780	)		$	(301,706	)
Basic and diluted loss per share:
Loss from continuing operations		$	(0.00	)		$	(0.00	)		$	(0.00	)		$	(0.00	)
Loss from discontinued operations		$	(0.00	)		$	(0.00	)		$	(0.00	)		$	(0.00	)
Weighted average number of shares outstanding			598,545,644				75,000,000				598,545,644				67,324,064
Comprehensive loss:
Net loss		$	(415,135	)		$	(107,182	)		$	(1,509,780	)		$	(301,706	)
Foreign currency translation adjustment			(41,622	)			(20,430	)			(48,871	)			(37,101	)
Comprehensive loss		$	(456,757	)		$	(127,612	)		$	(1,558,651	)		$	(338,807	)

 

The accompanying notes are an integral part of these unaudited condensed financial statements

 

3

 

 

SOUL BIOTECHNOLOGY CORP.

Condensed Statements of Changes in Shareholders’ Deficit

For the Three and Nine Months Ended September 30, 2023 and 2022

(Unaudited)

 

		Common Stock								Additional Paid-in				Accumulated Other Comprehensive				Accumulated				Total Stockholders’
		Shares				Value				Capital				Income				Deficit				Deficit
Balance, December 31, 2021			23,889,500			$	23,890			$	25,740			$	-			$	(183,311	)		$	(133,681	)
Shares issued with the acquisition of MySpray			51,110,500				51,110																51,110
Net loss											-				-				(34,120	)			(34,120	)
Balance, March 31, 2022			75,000,000			$	75,000			$	25,740			$	-			$	(217,431	)		$	(116,691	)
Change in exchange rates															(16,671	)							(16,671	)
Net loss							-				-				-				(160,404	)			(160,404	)
Balance, June 30, 2022			75,000,000			$	75,000			$	25,740			$	(16,671	)		$	(377,835	)		$	(293,766	)
Change in exchange rates															(20,430	)							(20,430	)
Net loss							-				-				-				(107,182	)			(107,182	)
Balance, September 30, 2022			75,000,000			$	75,000			$	-			$	(37,101	)		$	(485,017	)		$	(421,377	)

 

		Common Stock								Additional Paid-in				Accumulated Other Comprehensive				Accumulated				Total Stockholders’
		Shares				Value				Capital				Income				Deficit				Deficit
Balance, December 31, 2022			75,000,000			$	75,000			$	25,740			$	(38,195	)		$	(525,881	)		$	(463,336	)
Issuance of acquisition shares			569,889,500				569,890																569,890
Change in exchange rates															290								290
Net loss											-								(60,305	)			(60,305	)
Balance, March 31, 2023			644,889,500			$	644,890			$	25,740			$	(37,905	)		$	(586,186	)		$	46,538
Private placement issuance of shares			21,036,144				21,036				252,119												273,155
Issuance of shares for services -prior			6,000,000				6,000				71,125												77,125
Repurchase of common shares			(24,000,000	)			(24,000	)			(52,291	)											(76,291	)
Shares issued for purchase of intangible assets and service agreement			44,920,000				44,920				1,662,476												1,707,396
Capital contribution from officers			(95,000,000	)			(95,000	)			95,000												-
Private placement of shares			700,000				700				25,907												26,607
Change in exchange rates															(7,539	)							(7,539	)
Net loss																			(1,034,339	)			(1,034,339	)
Balance, June 30, 2023			598,545,644			$	598,546			$	2,080,075			$	(45,444	)		$	(1,620,526	)		$	1,012,651
Change in exchange rates															(41,622	)							(41,622	)
Net loss							-				-								(415,135	)			(415,135	)
Balance, September 30, 2023			598,545,644			$	598,546			$	2,080,075			$	(87,066	)		$	(2,035,661	)		$	555,894

 

The accompanying notes are an integral part of these unaudited condensed financial statements

 

4

 

 

SOUL BIOTECHNOLOGY CORP.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

 

		For the Nine Months Ended September 30,
		2023				2022
Cash Flows From Operating Activities
Net loss		$	(1,509,780	)		$	(301,706	)
Less : Loss from discontinued operation			(15,609	)			(21,086	)
Loss from continuing operations			(1,494,171	)			(280,620	)
Amortization of intangible assets			845,293				30,055
Impairment of goodwill and intangible assets			590,512
Adjustments to reconcile net income to net cash provided by operating activities:
Changes in operating assets and liabilities:
Accounts receivable			(1,760	)			(3,056	)
Inventory			(3,261	)			268
Accrued payable and accrued liabilities			(925	)			6,999
Net cash used in operating activities -continuing operations			(64,312	)			(246,354	)
Net cash used in operating activities -discontinued operations			(15,609	)			(21,086	)
Net cash used in operating activities			(79,921	)			(267,440	)
Cash Flows from Investing Activities
Acquisition of a business net of cash acquired			-				19,981
Net cash provided by investing activities			-				19,981
Cash Flows From Financing Activities
Proceeds from the sale of common stock			26,607				-
Proceeds from convertible notes			27,778
Common stock payable			-				271,669
Proceeds from related party loans			984				12,821
Net cash provided by financing activities			55,369				284,490
Effect of exchange rates on cash and cash equivalents			(6,682	)			15,343
Net (decrease) increase in cash and cash equivalents			(31,234	)			52,374
Cash and cash equivalents, beginning of year			41,808				9,499
Cash and cash equivalents, end of year		$	10,574			$	61,873
Supplemental disclosure of cash flow information
Cash paid for income tax expense		$	-			$	-
Cash paid for interest expense		$	-			$	-

 

The accompanying notes are an integral part of these unaudited condensed financial statements

 

5

 

 

SOUL BIOTECHNOLOGY CORPORATION

NOTES TO (UNAUDITED) CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2023 AND 2022

 

NOTE 1 – ORGANIZATION AND DESCRIPTION OF THE BUSINESS

 

Basis of Presentation and Organization

 

Soul Biotechnology Corporation, f/k/a Adorbs Inc. (“Soul” or the “Company”) is a Nevada corporation. Adorbs was formerly a developmental stage corporation formed to provide organic children’s clothing designed to be cute, comfortable, and trendy. The Company was incorporated under the laws of the State of Nevada on October 18, 2017. On that date, the Company was authorized to issue 75,000,000 shares of common stock at $0.001 par value.

 

On February 10, 2022, the Company entered into a share exchange agreement (the “Share Exchange Agreement”) with MySpray Therapeutics Inc. (“MySpray”), a Saskatchewan, Canadian corporation, Nichol Martinuik (“Martinuik”) and Rachel Martinuik (“R. Martinuik”), the sole officers, directors, and shareholders of MySpray, Qatar Consulting Inc. & Company (“Qatar”), Broadway Creative Consultants Corp. (“Broadway”), and David Lazar (“Lazar”), as the sole officer and director of the Company and the managing member of Activist Investing LLC (“Activist”). Under the Share Exchange Agreement, One Hundred Percent (100%) of the ownership interest of MySpray was exchanged for (i) 51,110,500 shares of common stock of the Company at the Closing, and (ii) an additional 569,889,500 shares of common stock of ADOB, to be issued upon the increase in authorized shares of common stock of ADOB to 700,000,000, each of which is to be issued to Martinuik, R. Martinuik, Qatar, Broadway, and Activist, pro-rata, in accordance with the Share Exchange Agreement. The former stockholders of MySpray will acquire a majority of the issued and outstanding common stock as a result of the share exchange transaction. The transaction has been accounted for as a recapitalization of the Company, whereby MySpray is the accounting acquirer.

 

Immediately after completion of such share exchange, the Company will have a total of 644,889,500 issued and outstanding shares, with authorized share capital for common share of 700,000,000.

 

Consequently, the Company has ceased to fall under the definition of a shell company as defined in Rule 12b-2 under the Exchange Act of 1934, as amended (the “Exchange Act”) and MySpray is now a wholly-owned subsidiary.

 

On May 5, 2022, the Company filed a Certificate of Amendment with the state of Nevada increasing its authorized shares from 75,000,000 to 700,000,000 shares of $0.001 par value common stock. None of the additional 569,889,500 shares issuable under the terms of the Share Agreement, have been issued.

 

MySpray creates innovative and clinically developed products for the global natural health community in the areas of immune function, mental health, and pain management and is currently the license holder of 9 Natural Product Numbers (NPN) through the Natural and Non-prescription Health Products Directorate division of Health Canada.

 

MySpray is preparing to expand formulas to support clinical trials along with the licensing for research and development in the fields of mental health and the impact of treatment protocols with phytonutrients, medicinal mushrooms, and psychedelic compounds under our current “MyShrooms” brand. Also, MySpray is attempting end-to-end capabilities from substrate for growth, genetics, research, extraction, formulations, delivery, and distribution of the finished product. This could allow MySpray to maintain high-quality control and enable us to:

 

●

Create formulations for clinical trials.

 

●

Supply raw materials, standardized extracts, and medicinal compounds that are in high demand for ongoing academic research globally.

 

●

Provide finished products direct to consumer.

 

●

Offer white label manufacturing.

 

6

 

 

The Company changed its name to Soul Biotechnology Corporation on January 3, 2023.

 

On March 13, 2023, the sole existing director and officer resigned immediately. Accordingly, David Lazar, serving as a director and an officer, ceased to be the President, Chief Executive Officer, Chief Financial Officer, and as a Member of the Board of Directors of the Company. Also on March 13, 2023, Rachel Martinuik consented to the new CEO, CFO, Treasurer, and a Member of the Board of Directors of the Company and Nichol Martinuik consented to act as the new President, Secretary, and a Member of the Board of Directors of the Company.

 

Rachel Martinuik, 47, CEO and Chair of the board of MySpray, has been part of MySpray from inception. In her previous role as Chief Operating Officer, her responsibilities included the oversight of MySpray’s resources and oversees budgetary expenditures.

 

Nichol Martinuik, 47, President & Founder of MySpray, has been in health sciences, traditional medicine, and the natural health industry since 1997, gaining clinical experience in pain management, disease prevention, and therapeutic health solutions.

 

On June 1, 2023 the Company decided to transition from its current Clinic Operations to the establishment of a research laboratory. This strategic move was driven by the Company’s commitment to innovation and advancing the field of healthcare through research and development to include clinical trials of medicinal mushrooms, cannabinoids, and psychedelic compounds including psilocybin. All of the assets and results of operations from Clinic Operations have been treated as discontinued operations for all periods presented in the condensed financial statements. See Note 4. Discontinued Operations.

 

The Company’s year-end is December 31.

 

All figures presented in this report are in US dollars unless stated otherwise.

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING ASSUMPTIONS AND POLICIES

 

Basis of presentation

 

The accompanying condensed consolidated financial statements have been prepared in accordance with the FASB’s ASC, which is the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of condensed financial statements in conformity with generally accepted accounting principles (“GAAP”) in the United States. The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary MySpray Therapeutics Inc. All intercompany accounts and transactions are eliminated in consolidation.

 

Discontinued Operations

 

The operations of the Company’s former Clinic Division has been presented as discontinued operations. Unless otherwise noted, amounts and disclosures throughout these Notes to Condensed Consolidated Financial Statements relate solely to continuing operations and exclude all discontinued operations. See Note 4. for additional information on discontinued operations.

 

Going Concern

 

The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve months following the date of these condensed consolidated financial statements.

 

The Company expects to generate operating cash flow that will be sufficient to fund presently anticipated operations although there can be no assurance. This raises substantial doubt about the Company’s ability to continue as a going concern. Therefore, the Company will need to raise additional funds and is currently exploring alternative sources of financing to supplement the expected cash flow. Historically, the Company has raised capital through private placements, as an interim measure to finance working capital needs and may continue to raise additional capital through the sale of common stock or other securities and obtaining some short-term loans. The Company will be required to continue to do so until its operations become profitable.

 

7

 

 

The Company may attempt to raise capital in the near future through the sale of equity or debt financing; however, there can be assurances the Company will be successful in doing so. There can be no assurance that such additional financing will be available to the Company on acceptable terms or at all.

 

Management’s Representation of Interim Condensed Consolidated Financial Statements

 

The accompanying unaudited condensed consolidated financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Company uses the same accounting policies in preparing quarterly and annual condensed consolidated financial statements. Certain information and footnote disclosures normally included in condensed consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements include all of the adjustments, which in the opinion of management are necessary for a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year.

 

Estimates

 

The preparation of condensed consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities on the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to the amortization period for intangible assets and income taxes. The Company bases its estimates on historical experience, known or expected trends, and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these condensed consolidated financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates.

 

Cash and Cash Equivalents

 

For purposes of reporting within the statements of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents. As of September 30, 2023, and December 31, 2022, the on-hand cash balances were $10,574 and $41,808, respectively.

 

Inventory

 

Inventory, is stated at the lower of cost or net realizable value with cost determined under the first-in, first-out (“FIFO”) method. As of September 30, 2023, and December 31, 2022, inventory amounted to $38,542 and $35,281, respectively.

 

Goodwill and Intangible Assets

 

Goodwill represents the future economic benefit arising from other assets acquired that could not be individually identified and separately recognized. The goodwill arising from the Company’s acquisition is attributable to the value of the potential expanded market opportunity with new customers. Intangible assets have either an identifiable or indefinite useful life. Intangible assets with identifiable useful lives are amortized on a straight-line basis over their economic or legal life, whichever is shorter. The Company’s amortizable intangible assets consist primarily of customer relationships, trademarks, and product formulations. The useful life of these customer relationships is estimated to be three years. The Company also has purchased intellectual property which is amortized over a one year period.

 

8

 

 

Goodwill is not amortized but is subject to annual impairment testing unless circumstances dictate more frequent assessments. The Company performs an annual impairment assessment for goodwill during the fourth quarter of each year and more frequently whenever events or changes in circumstances indicate that the fair value of the asset may be less than the carrying amount. Goodwill impairment testing compares the fair value of the reporting unit to its carrying amount. The fair value of the reporting unit is determined by considering both the income approach and market approaches. The fair values calculated under the income approach and market approaches are weighted based on circumstances surrounding the reporting unit. Under the income approach, the Company determines fair value based on estimated future cash flows of the reporting unit, which are discounted to the present value using discount factors that consider the timing and risk of cash flows. For the discount rate, the Company relies on the capital asset pricing model approach, which includes an assessment of the risk-free interest rate, the rate of return from publicly traded stocks, the Company’s risk relative to the overall market, the Company’s size and industry and other Company-specific risks. Other significant assumptions used in the income approach include the terminal value, growth rates, future capital expenditures, and changes in future working capital requirements. The market approaches use key multiples from guideline businesses that are comparable and are traded on a public market. If the fair value of the reporting unit is greater than its carrying amount, there is no impairment. If the reporting unit’s carrying amount exceeds its fair value, then an impairment loss is recognized in an amount equal to the excess.

 

Due to the discontinuation of Clinic Operations as described throughout this Report, during the three months ended June 30, 2023, the Company performed an impairment analysis and determined that its goodwill and intangible assets were fully impaired. As a result the Company recorded an impairment charge of $590,512 on its Statements of Operations for the three months ended June 30, 2023.

 

Revenue Recognition

 

The Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. The guidance provided in Accounting Standards Codification (“ASC”) Topic 606 (“ASC 606”) requires entities to use a five-step model to recognize revenue by allocating the consideration from contracts to performance obligations on a relative standalone selling price basis. Revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. The standard also requires new disclosures regarding the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. ASC 606 also includes Subtopic 340-40, Other Assets and Deferred Costs – Contracts with Customers, which requires the deferral of incremental costs of obtaining a contract with a customer.

 

Foreign Currency Translation

 

The functional and reporting currency of MySpray is the Canadian dollar. Monetary assets denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Average monthly rates are used to translate revenues and expenses.

 

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Exchange gains or losses arising from foreign currency transactions are included in the determination of net income for the respective periods.

 

Assets and liabilities of the Company’s operations are translated into the reporting currency, United States dollars, at the exchange rate in effect at the balance sheet dates. Revenue and expenses are translated at average rates in effect during the reporting periods.

 

Assets and liabilities of the Company’s operations are translated into the reporting currency, United States dollars, at the exchange rate in effect at the balance sheet dates. Revenue and expenses are translated at average rates in effect during the reporting periods. Equity transactions are recorded at the historical rate when the transaction occurs. The resulting translation adjustment is reflected as accumulated other comprehensive income, a separate component of stockholders’ equity in the statement of stockholders’ equity.

 

9

 

 

Differences may arise in the amount of bad debt expense, depreciation expense and amortization expense reported in the Company’s operating results as compared to the corresponding change in the allowance for doubtful accounts, accumulated depreciation, and accumulated amortization, respectively, due to foreign currency translation. These translation adjustments are reflected in accumulated other comprehensive income, a separate component of the Company’s stockholders’ equity.

 

Income Taxes

 

The Company accounts for income taxes pursuant to FASB ASC Topic 740, Income Taxes. Under FASB ASC Topic 740, deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences. The Company maintains a 100% valuation allowance with respect to deferred tax assets, therefore there are no deferred taxes on the Company’s Balance Sheet. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carry-forward period under the Federal tax laws. Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the reliability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimate.

 

Fair Value Measurement

 

The Company values its convertible notes and amounts due to related partings and short-term loans payable under FASB ASC 820 which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.

 

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement).

 

The three levels of the fair value hierarchy are as follows:

 

Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities, and listed equities.

 

Level 2 – Valuations for assets and liabilities that can be obtained from readily available pricing sources via independent providers for market transactions involving similar assets or liabilities. The Company’s principal markets for these securities are the secondary institutional markets, and valuations are based on observable market data in those markets.

 

Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. The Company uses Level 3 to value its derivative instruments.

 

Employee Stock-Based Compensation

 

The Company accounts for stock-based compensation in accordance with ASC 718 Compensation-Stock Compensation (“ASC 718”). ASC 718 addresses all forms of share-based payment (“SBP”) awards including shares issued under employee stock purchase plans and stock incentive shares. Under ASC 718 awards result in a cost that is measured at fair value on the awards’ grant date, based on the estimated number of awards that are expected to vest, and will result in a charge to operations.

 

10

 

 

Net Loss per Share

 

Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, “Earnings per Share.” Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding.

 

Subsequent Event

 

The Company evaluated subsequent events through the date when the condensed consolidated financial statements are issued for disclosure consideration.

 

Recent Accounting Pronouncements

 

There are no recent accounting pronouncements that have an impact on the Company’s operations.

 

NOTE 3 – GOING CONCERN

 

The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve months following the date of these condensed consolidated financial statements. The Company has incurred significant operating losses since its inception. As of September 30, 2023, the Company had a working capital deficit of $245,094 and an accumulated deficit of $2,035,661.

 

The Company expects to generate operating cash flows that will be sufficient to fund presently anticipated operations although there can be no assurance. This raises substantial doubt about the Company’s ability to continue as a going concern. Therefore, the Company will need to raise additional funds and is currently exploring alternative sources of financing to supplement the expected cash flow. Historically, the Company has raised capital through private placements, as an interim measure to finance working capital needs and may continue to raise additional capital through the sale of common stock or other securities and obtaining some short-term loans. The Company will be required to continue to do so until its operations become profitable.

 

The Company may attempt to raise capital in the near future through the sale of equity or debt financing; however, there can be assurances the Company will be successful in doing so. There can be no assurance that such additional financing will be available to the Company on acceptable terms or at all.

 

NOTE 4 – DISCONTINUED OPERATIONS

 

On September 1, 2023 the Company decided to transition from its current Clinic Operations to the establishment of a research laboratory. This strategic move was driven by the Company’s commitment to innovation and advancing the field of healthcare through research and development. All of the assets and results of operations from Clinic Operations have been treated as discontinued operations for all periods presented in the condensed financial statements. The assets and liabilities of Clinic Operations were transferred to the Company’s CEO and her spouse for no consideration since Clinic Operations were not profitable in either 2022 or 2023 to date. The following table reflects the results of operations from Clinic Operations for the periods presented.

 

		Three Months Ended September 30,								Nine Months Ended September 30,
		2023				2022				2023				2022
Revenue		$	209			$	39,613			$	64,665			$	93,462
Operating expenses			5,386				45,373				80,274				114,548
Discontinued operations, net of tax		$	(5,177	)		$	(5,760	)		$	(15,609	)		$	(21,086	)

 

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NOTE 5 – BUSINESS ACQUISITION

 

On February 10, 2022, the Company entered into a share exchange agreement (the “Share Exchange Agreement”) with MySpray Therapeutics Inc. (“MySpray”), a Saskatchewan, Canadian corporation, Nichol Martinuik (“Martinuik”) and Rachel Martinuik (“R. Martinuik”), the sole officers, directors, and shareholders of MySpray, Qatar Consulting Inc. & Company (“Qatar”), Broadway Creative Consultants Corp. (“Broadway”), and David Lazar (“Lazar”), as the sole officer and director of the Company and the managing member of Activist Investing LLC (“Activist”). Under the Share Exchange Agreement, One Hundred Percent (100%) of the ownership interest of MySpray was exchanged for (i) 51,110,500 shares of common stock of the Company at the Closing, and (ii) an additional 569,889,500 shares of common stock of ADOB, to be issued upon the increase in authorized shares of common stock of ADOB to 700,000,000, each of which is to be issued to Martinuik, R. Martinuik, Qatar, Broadway, and Activist, pro-rata, in accordance with the Share Exchange Agreement. As of the date of this Report, none of the 569,889,500 shares had been issued. The former stockholders of MySpray will acquire a majority of the issued and outstanding common stock as a result of the share exchange transaction. The transaction has been accounted for as a recapitalization of the Company, whereby MySpray is the accounting acquirer.

 

For the acquisition of MySpray the following table summarizes the acquisition date fair value of the consideration paid, identifiable assets acquired and liabilities assumed:

 

Consideration paid

 

Common stock, 621,000,000 shares of the Company restricted common stock valued at $0.001 per share		$	621,000
Net liabilities assumed			62,777
Fair value of total consideration paid		$	683,777

 

Net assets acquired and liabilities assumed

 

Cash and cash equivalents		$	30,542
Accounts receivable			595
Inventory			53,431
Other assets			1,409
Total assets		$	85,977
Accounts payable and accrued liabilities			117,214
Government of Canada loan			31,540
Total liabilities			148,754
Net liabilities assumed		$	62,777

 

The Company has allocated the fair value of the total consideration paid of $547,022 to goodwill and $136,755 to intangible assets with a life of three years. The value of goodwill represented MySpray’s ability to generate profitable operations going forward. Management estimated the provisional fair values of the intangible assets and goodwill on February 10, 2022. As a result of Clinic Operations becoming a discontinued operation, the Company fully impaired its goodwill and intangible asset balance of $590,512.

 

NOTE 6 – INTANGIBLE ASSETS

 

During the three months ended June 30, 2023 the Company acquired intellectual property (IP) by issuing 44,920,000 shares of its common stock valued at $1,707,396. The company is amortizing the value of its IP over a one year period. As a result the Company has recorded amortization expense of $845,293 on its Statements of Operations for the six months ended September 30, 2023. As of September 30, 2023 the balance of intangible assets was $830,571. This amount will be amortized prorata over the next six months.

 

12

 

 

NOTE 7 – RELATED PARTY TRANSACTIONS

 

The Company has been funded by its executive officers, a former executive officer, and officers of its subsidiary. As of September 30, 2023, the balance due to these individuals amounted to $228,688 in the form of interest-free demand loans, compared to $227,704 during the period ended December 31, 2022. During the nine months ended September 30, 2023, the Company’s officers have advanced $984 in interest free loans to the Company.

 

On September 19, 2023 the former CEO of the Company, David Lazar entered into a $27,778 convertible loan with the Company bearing interest at 3.5%. The maturity date of the Note is September 10, 2024. The conversion price is currently not determinable because the Company’s common stock doesn’t trade on any exchange.

 

On June 1, 2023 the Company decided to transition from its current Clinic Operations to the establishment of a research laboratory. This strategic move was driven by the Company’s commitment to innovation and advancing the field of healthcare through research and development. All of the assets and results of operations from Clinic Operations have been treated as discontinued operations for all periods presented in the condensed consolidated financial statements. The assets and liabilities of Clinic Operations were transferred to the Company’s CEO and her spouse for no consideration since Clinic Operations were not profitable in either 2022 or 2023 to date.

 

During the three months ended June 30, 2023 the Company’s CEO and her spouse each voluntarily donated 47,500,000 of their common shares, for of total of 95,000,000 common shares which were returned to the Company’s treasury.

 

NOTE 8 – COMMON STOCK AND COMMON STOCK PAYABLE

 

On May 5, 2022, the Company filed a Certificate of Amendment with the state of Nevada increasing its authorized shares from 75,000,000 to 700,000,000 shares of $0.001 par value common stock. As of September 30, 2023, and December 31, 2022, a total of 598,545,644 and 75,000,000 shares of common stock were issued and outstanding, respectively. The Company has issued the following shares during 2023:

 

Ø

21,736,144 shares were issued pursuant to private placements. These shares were valued at $299,762.

 

Ø

44,920,000 shares were issued to purchase intellectual property and for services. These shares were valued at 1,707,396.

 

Ø

24,000,000 shares were repurchased. These shares were valued at $76,201.

 

Ø

6,000,000 shares valued at $77,125 were issued for services.

 

Ø

95,000,000 shares were returned to treasury by the Company’s officers and treated as donated capital.

 

NOTE 9 – SUBSEQUENT EVENTS

 

In accordance with the Statement of Financial Accounting Standards (“SFAS”) 165 (ASC 855-10) management has performed an evaluation of subsequent events through the date that the condensed consolidated financial statements were available to be issued and has determined that it does not have any material subsequent events to disclose in these condensed consolidated financial statements.

 

13

 

 

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

 

The following discussion and analysis should be read in conjunction with our unaudited consolidated financial statements and the related notes thereto. The management’s discussion and analysis contains forward-looking statements, such as statements of our plans, objectives, expectations, and intentions. Any statements that are not statements of historical fact are forward-looking statements. When used, the words “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “expect” and the like, and/or future tense or conditional constructions (“will,” “may,” “could,” “should,” etc.), or similar expressions, identify certain of these forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. Our actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of several factors. We do not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this Quarterly Report on Form 10-Q. The following discussion should be read in conjunction with our audited financial statements and the related notes that appear in our Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on March 30, 2022.

 

Overview

 

Business Overview

 

Soul Biotechnology Corporation is a US holding company incorporated in Nevada in October 2017, which operates through the Company’s wholly owned subsidiary MySpray Therapeutics Inc. (“MySpray”), a Saskatchewan, Canada corporation incorporated on October 2, 2012.

 

MySpray creates innovative and clinically developed products for the global natural health community in the areas of immune function, mental health, and pain management.

 

MySpray Therapeutics^® Inc. is currently the license holder of 9 Natural Product Numbers (NPN) through the Natural and Non-prescription Health Products Directorate division of Health Canada.

 

We are preparing to expand formulas to support clinical trials along with the licensing for research and development in the fields of mental health and the impact of treatment protocols with phytonutrients, medicinal mushrooms, and psychedelic compounds under our current “MyShrooms” brand.

 

We are attempting end-to-end capabilities from substrate for growth, genetics, research, extraction, formulations, delivery, and distribution of the finished product. This could allow MySpray to maintain high-quality control and enable us to:

 

●

Create formulations for clinical trials.

 

●

Supply raw materials, standardized extracts, and medicinal compounds that are in high demand for ongoing academic research globally.

 

●

Provide finished products direct to consumer.

 

●

Offer white label manufacturing.

 

Through this process, we are attempting to achieve a net zero global environmental footprint, implementing growth solutions using naturally composted substrates and by-products of manufacturing current products. MySpray is a current member of the Canadian Health Food Association (CHFA) and presently offers 5 products in the natural health marketplace, and proudly manufactures in Canada with cGMP credentials, sourced from USDA-certified organic North American producers.

 

MySpray is clinically developing innovative and evidence-based therapeutics that can help us generate revenue through the sales of its five products to distributors, direct wholesale to pharmacies, clinics, health stores, ecommerce, and traditional retailers, along with our retail online store.

 

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Background of the Company

 

MySpray Therapeutics was founded in 2012 by natural health practitioner and researcher, Nichol Martinuik, with a mission of creating the most innovative and life-changing products.

 

The first mission was to find a solution to the low absorption rates of nutrients from pills, leading to the development of Vitamin D3 and B12 oral sprays. Sublingual and buccal absorption provides a much higher absorption by the body, eliminating the gastric breakdown through digestion. With the use of a convenient spray, it ensures that your body is receiving the maximum benefits.

 

MyPain LiniMint was the next product to be approved by Health Canada, after many years of clinical research and development with dimethyl sulfoxide (“DMSO”) as a topical analgesic for pain management. DMSO provides tissue penetration directly to the site of pain and inflammation, with capabilities beyond any other topically applied product. Many trials were conducted with this formula to create a balanced product that minimized the odors associated with DMSO.

 

MyShrooms Immunity was then developed as an immune modulator and formulated with a synergistic blend of 8 medicinal mushrooms. Fungi have been revered medically for thousands of years in their abilities to increase the immune system’s recognition and defence from daily threats. MyShrooms Defence is the evolution of the original Vitamin D3 spray, and a combination of Chaga and D3. Chaga is a potent substance containing over 200 nutrients, including vitamin D and the cofactors necessary for absorption, creating a superior formula for disease prevention.

 

MySpray is committed to ongoing research, and the development of innovative solutions and premium health products. Nichol is a member of the Natural Health Practitioners of Canada, and the Saskatchewan Association of Doctors of Natural Medicine. MySpray Therapeutics is proudly manufactured in Canada and a proud member of the Canadian Health Food Association.

 

Products

 

MySpray offers products in a variety of delivery systems including topical, capsules, and through a highly absorbed convenient oral spray delivery system.

 

MyShrooms Immune-Pro

 

MyShrooms Immune-Pro is a clinical strength herbal medicine to activate, balance, and support a healthy immune system. It is formulated with a powerful and unique trifecta of medicinal mushrooms, ginseng, and propolis. With potent antioxidants and powerful adaptogens it increases energy and the body’s response to stress, along with related mental and physical fatigue.

 

MyShrooms Defence

 

MyShrooms Defence is a combination of chaga, often proclaimed “king of medicinal mushrooms,” and Vitamin D. Chaga is a rich source of potent antioxidants and powerful phytochemicals, such as sterols, phenols, beta-glucans, and melanin. Vitamin D, widely known as the sunshine vitamin, is an essential hormone for disease prevention, and the regulation of minerals. Combined they strengthen the body’s natural defence system, and protect against pathogens, illness, and disease.

 

MyShrooms Immunity

 

MyShrooms Immunity offers the synergistic effect of 8 medicinal mushrooms, each containing complex, unique, and specific compounds providing significant health benefits throughout the whole body. As an immune modulator, it helps to activate, balance, and restore a healthy immune response with a comprehensive combination of the most potent medicinal mushrooms including: Reishi, Chaga, Cordyceps, Turkey Tail, Lion’s Mane, Agaricus Blazei, Shiitake, and Maitake.

 

15

 

 

MyShrooms Energy

 

MyShrooms Energy is a combination of Cordyceps and Vitamin B12. Cordyceps mushroom has been used for centuries for its energizing and apoptogenic properties, as well as to support oxygen uptake, stamina, endurance, libido, and kidney and adrenal health. With naturally occurring B-vitamins, it is a perfect blend to include Vitamin B12 with its essential and diverse functions in the body. B12 is involved in the maintenance of the nervous system, red blood cell production, energy metabolism and the proper functioning of our brain, heart, liver, and kidneys. Combined they contribute to optimal health, well-being, performance, mood, vitality, and energy.

 

MyPain LiniMint

 

MyPain LiniMint contains 80% DMSO and delivers the deepest tissue penetration available. It is 100% natural and provides unmatched pain relief from muscle strains, joint sprains, backaches & arthritis. The powerful analgesic properties easily penetrate through the skin into all tissues, reducing pain and inflammation at the source to promote the body’s natural healing process, a remarkable advantage over other topically applied products.

 

With approximately 11,000 studies on DMSO, research demonstrates its analgesic properties by blocking the peripheral C nerve fibers and acts as an antioxidant neutralizing the free radicals of inflammation.

 

MySpray generates revenue through the sales of its five products to distributors, direct wholesale to pharmacies, clinics, health stores, ecommerce, and traditional retailers, along with our retail online store.

 

The results from discontinued operations are excluded from management’s discussion of operations below, and from the Liquidity analysis.

 

Results of Operations for the Nine Months Ended September 30, 2023 Compared to the Nine Months Ended September 30, 2022

 

Revenue

 

For the nine months ended September 30, 2023, we recorded $76,781 in revenue from the sale of our products from continuing operations compared to $122,927 for the nine months ended September 30, 2022. We are in the process of developing our strategic business plan going forward and, therefore, revenues may vary from period to period.

 

Cost of sales

 

Cost of sales was $26,255 for the nine months ended September 30, 2023, compared to cost of sales of $44,471 for the nine months ended September 30, 2022.

 

Operating expenses

 

Operating expenses for the nine months ended September 30, 2023 were $1,537,043 compared to $357,784 for the nine months ended September 30, 2022. The increase in operating expenses in the nine months ended September 30, 2023, compared to the same period in 2022 is due to amortization of $845,293 in intangible assets, an impairment of goodwill and intangible assets of $590,512 compared to $-0- in the 2022 period; offset by a decrease in in general and administrative expenses and a significant decrease in professional fees of $197,908 in 2023 compared to 2022.

 

Net Loss

 

As a result of the foregoing, we had a loss from continuing operations of $1,494,171 for the nine months ended September 30, 2023 compared to a loss of $280,620 during the same nine-month period ended September 30, 2022. The loss from discontinued operations for the nine months ended September 30, 2023 was $15,609 compared to a loss of $21,086 during the same nine-month period ended September 30, 2022.

 

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Liquidity and Capital Resources

 

We had $10,574 in cash on hand as of September 30, 2023.

 

Net cash used in operating activities was $79,921 for the nine months ended September 30, 2023, compared to $267,440 for the nine months ended September 30, 2022. The decrease in cash used in operating activities during the nine months ended September 30, 2023 was primarily due to changes in operating assets and liabilities.

 

Net cash provided investing activities was $-0- for the period ended September 30, 2023 compared to $19,981 in net cash provided by investing activities during the period ended September 30, 2022. The decrease is attributable to the acquisition of a business net of cash acquired in the 2022 period.

 

Net cash provided by financing activities was $55,369 for the nine months ended September 30, 2023, compared to $284,490 for the nine months ended September 30, 2022. The decrease during the 2023 period is primarily attributable to $$271,669 in proceeds from the sale of common stock in the 2022 period, compared to $27,778 in proceeds from convertible loans and $26,607 in proceeds from the sale of common stock in the 2023 period.

 

We believe will become cash flow positive from operations in the future, however, there can be no assurance that we will be successful. Also, there can be no assurance that related parties will continue to fund our operations or that we can obtain funding from the sale of our securities or through the issuance of debt.

 

Off-Balance Sheet Arrangements

 

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

 

Critical Accounting Policies and Estimates

 

The preparation of condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

We believe that the following critical policies affect our more significant judgments and estimates used in preparation of our condensed consolidated financial statements.

 

See Note 2 to the Financial Statements for a Listing of our Critical Accounting Policies

 

New Accounting Pronouncements

 

There are no new accounting pronouncements that have a material impact on our condensed consolidated financial statements.

 

Off-Balance Sheet Arrangements

 

None.

 

Item 3. Quantitative And Qualitative Disclosures About Market Risk.

 

We are a smaller reporting company and are not required to provide this information.

 

17

 

 

Item 4. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures.

 

Our management is responsible for establishing and maintaining a system of “disclosure controls and procedures” (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our disclosure controls and procedures were not effective as of September 30, 2023.

 

Management’s Report on Internal Control over Financial Reporting.

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:

 

	●	pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
	●	provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
	●	provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.

 

Our management assessed the effectiveness of our internal control over financial reporting based on the parameters set forth above and has concluded that as of September 30, 2023, our internal control over financial reporting was not effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with U.S. generally accepted accounting principles as a result of the following material weaknesses:

 

	●	The Company does not have sufficient segregation of duties within accounting functions due to only having one officer and limited resources.
	●	The Company does not have an independent board of directors or an audit committee.
	●	The Company does not have written documentation of our internal control policies and procedures.
	●	All of the Company’s financial reporting is carried out by a financial consultant.

 

We plan to rectify these weaknesses by implementing an independent board of directors, establishing written policies and procedures for our internal control of financial reporting, and hiring additional accounting personnel at such time as we complete a reverse merger or similar business acquisition.

 

Changes in Internal Control over Financial Reporting.

 

There has been no change in our internal control over financial reporting during the year September 30, 2023, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

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PART II OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

The Company may be involved in certain legal proceedings that arise from time to time in the ordinary course of its business. Legal expenses associated with any contingency are expensed as incurred. The Company’s officers and directors are not aware of any threatened or pending litigation to which the Company is a party or which any of its property is the subject and which would have any material, adverse effect on the Company.

 

Item 1A. Risk Factors.

 

As a smaller reporting company, we are not required to include this disclosure in this Quarterly Report on Form 10-Q.

 

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

 

None.

 

Item 3. Defaults Upon Senior Securities.

 

None.

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

Item 5. Other Information.

 

None.

 

19

 

 

Item 6. Exhibits.

 

The exhibits listed on the Exhibit Index below are provided as part of this report.

 

3.1		Articles of Incorporation of the Company Inc., as amended on March 16, 2018 (incorporated by reference to our Registration Statement on Form S-1 filed on January 19, 2018)
3.2		Bylaws of the Company Inc. (incorporated by reference to our Registration Statement on Form S-1 filed on January 19, 2018)
10.1		Share Exchange Agreement (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 10, 2022
22		Demand Promissory Note Payable to Activist Investing LLC (incorporated by reference to our Registration Statement on 10-12G/A filed on December 22, 2020)
23		Demand Promissory Note Payable to Rebecca Lazar (incorporated by reference to our Registration Statement on 10-12G/A filed on December 22, 2020)
31.1		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a)
32.1		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		XBRL Instance Document
101.SCH		XBRL Schema Document
101.CAL		XBRL Calculation Linkbase Document
101.DEF		XBRL Definition Linkbase Document
101.LAB		XBRL Label Linkbase Document
101.PRE		XBRL Presentation Linkbase Document

 

20

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	SOUL BIOTECHNOLOGY CORPORATION
Dated: November 20, 2023	By:	/s/ Rachel Martinuik
		Rachel Martinuik
		Chief Executive Officer and
		Chief Financial Officer
		Principal Executive Officer,
		Principal Financial Officer

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

21

 

Exhibit 31.1

 

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER

 

I, Rachel Martinuik, certify that:

 

1. I have reviewed this Quarterly report on Form 10-Q of Soul Biotechnology Corporation;

 

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 consolidated 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 control 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, 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 consolidated 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 a quarter 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 the 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 over financial reporting 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.

 

Dated: November 20, 2023	By:	/s/ Rachel Martinuik
		Rachel Martinuik
		Chief Executive Officer
		(Principal Executive Officer and Principal 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 SOUL BIOTECHNOLOGY CORPORATION (the “Company”) on Form 10-Q for the quarter ended September 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Rachel Martinuik, Chief Executive Officer, certify, pursuant to 18 U.S.C. section 906 of the Sarbanes-Oxley Act of 2002, that:

 

(1)

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

 

(2)

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

 

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

 

Dated: November 20, 2023	By:	/s/ Rachel Martinuik
		Rachel Martinuik
		Chief Executive Officer
		(Principal Executive Officer and Principal Financial Officer)

 

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

 

 

Cover - shares	9 Months Ended
	Sep. 30, 2023	Nov. 20, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2023
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	333-222631
Entity Registrant Name	Adorbs Inc
Entity Central Index Key	0001726822
Entity Tax Identification Number	82-3155323
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	36 Fourth Ave. N
Entity Address, City or Town	Yorkton Saskatchewan
Entity Address, Country	CA
Entity Address, Postal Zip Code	S3N 2V7
City Area Code	306
Local Phone Number	563-4123
Entity Current Reporting Status	No
Entity Interactive Data Current	No
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		598,545,644

Condensed Balance Sheets (Unaudited) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Current assets
Cash and cash equivalents	$ 10,574	$ 41,808
Accounts receivable	3,104	1,344
Inventory	38,542	35,281
Prepaid and other assets	1,181	1,179
Total current assets	53,400	79,612
Goodwill		512,196
Intangible assets	830,571	88,923
Total assets	883,972	680,731
Current Liabilities
Accrued payable and accrued liabilities	42,028	42,953
Common stock payable		843,878
Convertible note -related party	27,778
Due to related parties	228,688	227,704
Total current liabilities	298,494	1,114,535
Government loans	29,584	29,532
Total liabilities	328,078	1,144,067
Stockholders’ Equity (Deficit)
Common stock, Par Value $0.001, 700,000,000 shares authorized, 598,545,644 and 598,545,644 shares issued and outstanding of shares as of September 30, 2023 and December 31, 2022, respectively	598,546	75,000
Additional paid in capital	2,080,075	25,740
Accumulated deficit	(2,035,661)	(525,881)
Accumulated other comprehensive loss	(87,066)	(38,195)
Total stockholders’ equity (deficit)	555,894	(463,336)
Total liabilities and stockholders’ equity (deficit)	$ 883,972	$ 680,731

Condensed Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Common stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	700,000,000	700,000,000
Common stock, shares issued	598,545,644	598,545,644
Common stock, shares Outstanding	598,545,644	598,545,644

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Revenue, net
Revenue, net	$ 16,260	$ 42,154	$ 76,871	$ 122,927
Cost of sales	6,015	5,333	26,255	44,471
Gross margin	10,245	36,821	50,617	78,456
Operating expenses
General and administrative expenses	(21,030)	31,970	34,738	64,122
Professional fees	16,242	94,716	66,500	263,607
Amortization of intangible assets	417,924	11,107	845,293	30,055
Impairment of goodwill and intangible			590,512
Total operating expenses	413,136	137,794	1,537,043	357,784
Loss from operations	(402,891)	(100,973)	(1,486,426)	(279,328)
Other income (expense)
Interest expense	(7,067)	(449)	(7,745)	(1,292)
Total other income (expense)	(7,067)	(449)	(7,745)	(1,292)
Loss from continuing operations before income taxes	(409,958)	(101,422)	(1,494,171)	(280,620)
Provision (benefit) for income taxes
Loss from continuing operations	(409,958)	(101,422)	(1,494,171)	(280,620)
Loss from discontinued operations	(5,177)	(5,760)	(15,609)	(21,086)
Net loss	$ (415,135)	$ (107,182)	$ (1,509,780)	$ (301,706)
Basic and diluted loss per share:
Loss from continuing operations - Basic	$ (0.00)	$ (0.00)	$ (0.00)	$ (0.00)
Loss from continuing operations - DIluted	(0.00)	(0.00)	(0.00)	(0.00)
Loss from discontinued operations - Basic	(0.00)	(0.00)	(0.00)	(0.00)
Loss from discontinued operations - Diluted	$ (0.00)	$ (0.00)	$ (0.00)	$ (0.00)
Weighted average number of shares outstanding - Basic	598,545,644	75,000,000	598,545,644	67,324,064
Weighted average number of shares outstanding - Diluted	598,545,644	75,000,000	598,545,644	67,324,064
Comprehensive loss:
Net loss	$ (415,135)	$ (107,182)	$ (1,509,780)	$ (301,706)
Foreign currency translation adjustment	(41,622)	(20,430)	(48,871)	(37,101)
Comprehensive loss	$ (456,757)	$ (127,612)	$ (1,558,651)	$ (338,807)

Condensed Statements of Changes in Shareholders' Deficit (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	AOCI Attributable to Parent [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2021	$ 23,890	$ 25,740		$ (183,311)	$ (133,681)
Beginnig balance, shares at Dec. 31, 2021	23,889,500
Shares issued with the acquisition of MySpray	$ 51,110				51,110
Shares issued with acquisition of MySpray, Shares	51,110,500
Net loss				(34,120)	(34,120)
Ending balance, value at Mar. 31, 2022	$ 75,000	25,740		(217,431)	(116,691)
Ending balance, shares at Mar. 31, 2022	75,000,000
Change in exchange rates			(16,671)		(16,671)
Net loss				(160,404)	(160,404)
Ending balance, value at Jun. 30, 2022	$ 75,000	25,740	(16,671)	(377,835)	(293,766)
Ending balance, shares at Jun. 30, 2022	75,000,000
Change in exchange rates			(20,430)		(20,430)
Net loss				(107,182)	(107,182)
Ending balance, value at Sep. 30, 2022	$ 75,000		(37,101)	(485,017)	(421,377)
Ending balance, shares at Sep. 30, 2022	75,000,000
Beginning balance, value at Dec. 31, 2022	$ 75,000	25,740	(38,195)	(525,881)	(463,336)
Beginnig balance, shares at Dec. 31, 2022	75,000,000
Issuance of acquisition shares	$ 569,890				569,890
Issuance of acquisition shares, shares	569,889,500
Change in exchange rates			290		290
Net loss				(60,305)	(60,305)
Ending balance, value at Mar. 31, 2023	$ 644,890	25,740	(37,905)	(586,186)	46,538
Ending balance, shares at Mar. 31, 2023	644,889,500
Private placement issuance of shares	$ 21,036	252,119			273,155
Private placement issuance of shares, Shares	21,036,144
Issuance of shares for services -prior	$ 6,000	71,125			77,125
Issuance of shares for services -prior, Shares	6,000,000
Repurchase of common shares	$ (24,000)	(52,291)			(76,291)
Repurchase of common shares, Shares	(24,000,000)
Shares issued for purchase of intangible assets and service agreement	$ 44,920	1,662,476			1,707,396
Shares issued for purchase of intangible assets and service agreement, Shares	44,920,000
Capital contribution from officers	$ (95,000)	95,000
Capital contribution from officers, Shares	(95,000,000)
Private placement of shares	$ 700	25,907			26,607
Private placement of shares, Shares	700,000
Change in exchange rates			(7,539)		(7,539)
Net loss				(1,034,339)	(1,034,339)
Ending balance, value at Jun. 30, 2023	$ 598,546	2,080,075	(45,444)	(1,620,526)	1,012,651
Ending balance, shares at Jun. 30, 2023	598,545,644
Change in exchange rates			(41,622)		(41,622)
Net loss				(415,135)	(415,135)
Ending balance, value at Sep. 30, 2023	$ 598,546	$ 2,080,075	$ (87,066)	$ (2,035,661)	$ 555,894
Ending balance, shares at Sep. 30, 2023	598,545,644

Condensed Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash Flows From Operating Activities
Net loss	$ (1,509,780)	$ (301,706)
Less : Loss from discontinued operation	(15,609)	(21,086)
Loss from continuing operations	(1,494,171)	(280,620)
Amortization of intangible assets	845,293	30,055
Impairment of goodwill and intangible assets	590,512
Changes in operating assets and liabilities:
Accounts receivable	(1,760)	(3,056)
Inventory	(3,261)	268
Accrued payable and accrued liabilities	(925)	6,999
Net cash used in operating activities -continuing operations	(64,312)	(246,354)
Net cash used in operating activities -discontinued operations	(15,609)	(21,086)
Net cash used in operating activities	(79,921)	(267,440)
Cash Flows from Investing Activities
Acquisition of a business net of cash acquired		19,981
Net cash provided by investing activities		19,981
Cash Flows From Financing Activities
Proceeds from the sale of common stock	26,607
Proceeds from convertible notes	27,778
Common stock payable		271,669
Proceeds from related party loans	984	12,821
Net cash provided by financing activities	55,369	284,490
Effect of exchange rates on cash and cash equivalents	(6,682)	15,343
Net (decrease) increase in cash and cash equivalents	(31,234)	52,374
Cash and cash equivalents, beginning of year	41,808	9,499
Cash and cash equivalents, end of year	10,574	61,873
Supplemental disclosure of cash flow information
Cash paid for income tax expense
Cash paid for interest expense

ORGANIZATION AND DESCRIPTION OF THE BUSINESS	9 Months Ended
	Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION AND DESCRIPTION OF THE BUSINESS	NOTE 1 – ORGANIZATION AND DESCRIPTION OF THE BUSINESS   Basis of Presentation and Organization   Soul Biotechnology Corporation, f/k/a Adorbs Inc. (“Soul” or the “Company”) is a Nevada corporation. Adorbs was formerly a developmental stage corporation formed to provide organic children’s clothing designed to be cute, comfortable, and trendy. The Company was incorporated under the laws of the State of Nevada on October 18, 2017. On that date, the Company was authorized to issue 75,000,000 shares of common stock at $0.001 par value.   On February 10, 2022, the Company entered into a share exchange agreement (the “Share Exchange Agreement”) with MySpray Therapeutics Inc. (“MySpray”), a Saskatchewan, Canadian corporation, Nichol Martinuik (“Martinuik”) and Rachel Martinuik (“R. Martinuik”), the sole officers, directors, and shareholders of MySpray, Qatar Consulting Inc. & Company (“Qatar”), Broadway Creative Consultants Corp. (“Broadway”), and David Lazar (“Lazar”), as the sole officer and director of the Company and the managing member of Activist Investing LLC (“Activist”). Under the Share Exchange Agreement, One Hundred Percent (100%) of the ownership interest of MySpray was exchanged for (i) 51,110,500 shares of common stock of the Company at the Closing, and (ii) an additional 569,889,500 shares of common stock of ADOB, to be issued upon the increase in authorized shares of common stock of ADOB to 700,000,000, each of which is to be issued to Martinuik, R. Martinuik, Qatar, Broadway, and Activist, pro-rata, in accordance with the Share Exchange Agreement. The former stockholders of MySpray will acquire a majority of the issued and outstanding common stock as a result of the share exchange transaction. The transaction has been accounted for as a recapitalization of the Company, whereby MySpray is the accounting acquirer.   Immediately after completion of such share exchange, the Company will have a total of 644,889,500 issued and outstanding shares, with authorized share capital for common share of 700,000,000.   Consequently, the Company has ceased to fall under the definition of a shell company as defined in Rule 12b-2 under the Exchange Act of 1934, as amended (the “Exchange Act”) and MySpray is now a wholly-owned subsidiary.   On May 5, 2022, the Company filed a Certificate of Amendment with the state of Nevada increasing its authorized shares from 75,000,000 to 700,000,000 shares of $0.001 par value common stock. None of the additional 569,889,500 shares issuable under the terms of the Share Agreement, have been issued.   MySpray creates innovative and clinically developed products for the global natural health community in the areas of immune function, mental health, and pain management and is currently the license holder of 9 Natural Product Numbers (NPN) through the Natural and Non-prescription Health Products Directorate division of Health Canada.   MySpray is preparing to expand formulas to support clinical trials along with the licensing for research and development in the fields of mental health and the impact of treatment protocols with phytonutrients, medicinal mushrooms, and psychedelic compounds under our current “MyShrooms” brand. Also, MySpray is attempting end-to-end capabilities from substrate for growth, genetics, research, extraction, formulations, delivery, and distribution of the finished product. This could allow MySpray to maintain high-quality control and enable us to:     ● Create formulations for clinical trials.     ● Supply raw materials, standardized extracts, and medicinal compounds that are in high demand for ongoing academic research globally.     ● Provide finished products direct to consumer.     ● Offer white label manufacturing.   The Company changed its name to Soul Biotechnology Corporation on January 3, 2023.   On March 13, 2023, the sole existing director and officer resigned immediately. Accordingly, David Lazar, serving as a director and an officer, ceased to be the President, Chief Executive Officer, Chief Financial Officer, and as a Member of the Board of Directors of the Company. Also on March 13, 2023, Rachel Martinuik consented to the new CEO, CFO, Treasurer, and a Member of the Board of Directors of the Company and Nichol Martinuik consented to act as the new President, Secretary, and a Member of the Board of Directors of the Company.   Rachel Martinuik, 47, CEO and Chair of the board of MySpray, has been part of MySpray from inception. In her previous role as Chief Operating Officer, her responsibilities included the oversight of MySpray’s resources and oversees budgetary expenditures.   Nichol Martinuik, 47, President & Founder of MySpray, has been in health sciences, traditional medicine, and the natural health industry since 1997, gaining clinical experience in pain management, disease prevention, and therapeutic health solutions.   On June 1, 2023 the Company decided to transition from its current Clinic Operations to the establishment of a research laboratory. This strategic move was driven by the Company’s commitment to innovation and advancing the field of healthcare through research and development to include clinical trials of medicinal mushrooms, cannabinoids, and psychedelic compounds including psilocybin. All of the assets and results of operations from Clinic Operations have been treated as discontinued operations for all periods presented in the condensed financial statements. See Note 4. Discontinued Operations.   The Company’s year-end is December 31.   All figures presented in this report are in US dollars unless stated otherwise.

SUMMARY OF SIGNIFICANT ACCOUNTING ASSUMPTIONS AND POLICIES	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING ASSUMPTIONS AND POLICIES	NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING ASSUMPTIONS AND POLICIES   Basis of presentation   The accompanying condensed consolidated financial statements have been prepared in accordance with the FASB’s ASC, which is the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of condensed financial statements in conformity with generally accepted accounting principles (“GAAP”) in the United States. The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary MySpray Therapeutics Inc. All intercompany accounts and transactions are eliminated in consolidation.   Discontinued Operations   The operations of the Company’s former Clinic Division has been presented as discontinued operations. Unless otherwise noted, amounts and disclosures throughout these Notes to Condensed Consolidated Financial Statements relate solely to continuing operations and exclude all discontinued operations. See Note 4. for additional information on discontinued operations.   Going Concern   The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve months following the date of these condensed consolidated financial statements.   The Company expects to generate operating cash flow that will be sufficient to fund presently anticipated operations although there can be no assurance. This raises substantial doubt about the Company’s ability to continue as a going concern. Therefore, the Company will need to raise additional funds and is currently exploring alternative sources of financing to supplement the expected cash flow. Historically, the Company has raised capital through private placements, as an interim measure to finance working capital needs and may continue to raise additional capital through the sale of common stock or other securities and obtaining some short-term loans. The Company will be required to continue to do so until its operations become profitable.   The Company may attempt to raise capital in the near future through the sale of equity or debt financing; however, there can be assurances the Company will be successful in doing so. There can be no assurance that such additional financing will be available to the Company on acceptable terms or at all.   Management’s Representation of Interim Condensed Consolidated Financial Statements   The accompanying unaudited condensed consolidated financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Company uses the same accounting policies in preparing quarterly and annual condensed consolidated financial statements. Certain information and footnote disclosures normally included in condensed consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements include all of the adjustments, which in the opinion of management are necessary for a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year.   Estimates   The preparation of condensed consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities on the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to the amortization period for intangible assets and income taxes. The Company bases its estimates on historical experience, known or expected trends, and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these condensed consolidated financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates.   Cash and Cash Equivalents   For purposes of reporting within the statements of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents. As of September 30, 2023, and December 31, 2022, the on-hand cash balances were $10,574 and $41,808, respectively.   Inventory   Inventory, is stated at the lower of cost or net realizable value with cost determined under the first-in, first-out (“FIFO”) method. As of September 30, 2023, and December 31, 2022, inventory amounted to $38,542 and $35,281, respectively.   Goodwill and Intangible Assets   Goodwill represents the future economic benefit arising from other assets acquired that could not be individually identified and separately recognized. The goodwill arising from the Company’s acquisition is attributable to the value of the potential expanded market opportunity with new customers. Intangible assets have either an identifiable or indefinite useful life. Intangible assets with identifiable useful lives are amortized on a straight-line basis over their economic or legal life, whichever is shorter. The Company’s amortizable intangible assets consist primarily of customer relationships, trademarks, and product formulations. The useful life of these customer relationships is estimated to be three years. The Company also has purchased intellectual property which is amortized over a one year period.   Goodwill is not amortized but is subject to annual impairment testing unless circumstances dictate more frequent assessments. The Company performs an annual impairment assessment for goodwill during the fourth quarter of each year and more frequently whenever events or changes in circumstances indicate that the fair value of the asset may be less than the carrying amount. Goodwill impairment testing compares the fair value of the reporting unit to its carrying amount. The fair value of the reporting unit is determined by considering both the income approach and market approaches. The fair values calculated under the income approach and market approaches are weighted based on circumstances surrounding the reporting unit. Under the income approach, the Company determines fair value based on estimated future cash flows of the reporting unit, which are discounted to the present value using discount factors that consider the timing and risk of cash flows. For the discount rate, the Company relies on the capital asset pricing model approach, which includes an assessment of the risk-free interest rate, the rate of return from publicly traded stocks, the Company’s risk relative to the overall market, the Company’s size and industry and other Company-specific risks. Other significant assumptions used in the income approach include the terminal value, growth rates, future capital expenditures, and changes in future working capital requirements. The market approaches use key multiples from guideline businesses that are comparable and are traded on a public market. If the fair value of the reporting unit is greater than its carrying amount, there is no impairment. If the reporting unit’s carrying amount exceeds its fair value, then an impairment loss is recognized in an amount equal to the excess.   Due to the discontinuation of Clinic Operations as described throughout this Report, during the three months ended June 30, 2023, the Company performed an impairment analysis and determined that its goodwill and intangible assets were fully impaired. As a result the Company recorded an impairment charge of $590,512 on its Statements of Operations for the three months ended June 30, 2023.   Revenue Recognition   The Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. The guidance provided in Accounting Standards Codification (“ASC”) Topic 606 (“ASC 606”) requires entities to use a five-step model to recognize revenue by allocating the consideration from contracts to performance obligations on a relative standalone selling price basis. Revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. The standard also requires new disclosures regarding the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. ASC 606 also includes Subtopic 340-40, Other Assets and Deferred Costs – Contracts with Customers, which requires the deferral of incremental costs of obtaining a contract with a customer.   Foreign Currency Translation   The functional and reporting currency of MySpray is the Canadian dollar. Monetary assets denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Average monthly rates are used to translate revenues and expenses.   Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Exchange gains or losses arising from foreign currency transactions are included in the determination of net income for the respective periods.   Assets and liabilities of the Company’s operations are translated into the reporting currency, United States dollars, at the exchange rate in effect at the balance sheet dates. Revenue and expenses are translated at average rates in effect during the reporting periods.   Assets and liabilities of the Company’s operations are translated into the reporting currency, United States dollars, at the exchange rate in effect at the balance sheet dates. Revenue and expenses are translated at average rates in effect during the reporting periods. Equity transactions are recorded at the historical rate when the transaction occurs. The resulting translation adjustment is reflected as accumulated other comprehensive income, a separate component of stockholders’ equity in the statement of stockholders’ equity.   Differences may arise in the amount of bad debt expense, depreciation expense and amortization expense reported in the Company’s operating results as compared to the corresponding change in the allowance for doubtful accounts, accumulated depreciation, and accumulated amortization, respectively, due to foreign currency translation. These translation adjustments are reflected in accumulated other comprehensive income, a separate component of the Company’s stockholders’ equity.   Income Taxes   The Company accounts for income taxes pursuant to FASB ASC Topic 740, Income Taxes. Under FASB ASC Topic 740, deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences. The Company maintains a 100% valuation allowance with respect to deferred tax assets, therefore there are no deferred taxes on the Company’s Balance Sheet. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carry-forward period under the Federal tax laws. Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the reliability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimate.   Fair Value Measurement   The Company values its convertible notes and amounts due to related partings and short-term loans payable under FASB ASC 820 which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.   Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement).   The three levels of the fair value hierarchy are as follows:   Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities, and listed equities.   Level 2 – Valuations for assets and liabilities that can be obtained from readily available pricing sources via independent providers for market transactions involving similar assets or liabilities. The Company’s principal markets for these securities are the secondary institutional markets, and valuations are based on observable market data in those markets.   Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. The Company uses Level 3 to value its derivative instruments.   Employee Stock-Based Compensation   The Company accounts for stock-based compensation in accordance with ASC 718 Compensation-Stock Compensation (“ASC 718”). ASC 718 addresses all forms of share-based payment (“SBP”) awards including shares issued under employee stock purchase plans and stock incentive shares. Under ASC 718 awards result in a cost that is measured at fair value on the awards’ grant date, based on the estimated number of awards that are expected to vest, and will result in a charge to operations.   Net Loss per Share   Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, “Earnings per Share.” Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding.   Subsequent Event   The Company evaluated subsequent events through the date when the condensed consolidated financial statements are issued for disclosure consideration.   Recent Accounting Pronouncements   There are no recent accounting pronouncements that have an impact on the Company’s operations.

GOING CONCERN	9 Months Ended
	Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
GOING CONCERN	NOTE 3 – GOING CONCERN   The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve months following the date of these condensed consolidated financial statements. The Company has incurred significant operating losses since its inception. As of September 30, 2023, the Company had a working capital deficit of $245,094 and an accumulated deficit of $2,035,661.   The Company expects to generate operating cash flows that will be sufficient to fund presently anticipated operations although there can be no assurance. This raises substantial doubt about the Company’s ability to continue as a going concern. Therefore, the Company will need to raise additional funds and is currently exploring alternative sources of financing to supplement the expected cash flow. Historically, the Company has raised capital through private placements, as an interim measure to finance working capital needs and may continue to raise additional capital through the sale of common stock or other securities and obtaining some short-term loans. The Company will be required to continue to do so until its operations become profitable.   The Company may attempt to raise capital in the near future through the sale of equity or debt financing; however, there can be assurances the Company will be successful in doing so. There can be no assurance that such additional financing will be available to the Company on acceptable terms or at all.

DISCONTINUED OPERATIONS	9 Months Ended
	Sep. 30, 2023
Discontinued Operations and Disposal Groups [Abstract]
DISCONTINUED OPERATIONS	NOTE 4 – DISCONTINUED OPERATIONS   On September 1, 2023 the Company decided to transition from its current Clinic Operations to the establishment of a research laboratory. This strategic move was driven by the Company’s commitment to innovation and advancing the field of healthcare through research and development. All of the assets and results of operations from Clinic Operations have been treated as discontinued operations for all periods presented in the condensed financial statements. The assets and liabilities of Clinic Operations were transferred to the Company’s CEO and her spouse for no consideration since Clinic Operations were not profitable in either 2022 or 2023 to date. The following table reflects the results of operations from Clinic Operations for the periods presented.                                       Three Months Ended September 30,     Nine Months Ended September 30,       2023     2022     2023     2022   Revenue   $ 209     $ 39,613     $ 64,665     $ 93,462   Operating expenses     5,386       45,373       80,274       114,548   Discontinued operations, net of tax   $ (5,177 )   $ (5,760 )   $ (15,609 )   $ (21,086 )

BUSINESS ACQUISITION	9 Months Ended
	Sep. 30, 2023
Business Combination and Asset Acquisition [Abstract]
BUSINESS ACQUISITION	NOTE 5 – BUSINESS ACQUISITION   On February 10, 2022, the Company entered into a share exchange agreement (the “Share Exchange Agreement”) with MySpray Therapeutics Inc. (“MySpray”), a Saskatchewan, Canadian corporation, Nichol Martinuik (“Martinuik”) and Rachel Martinuik (“R. Martinuik”), the sole officers, directors, and shareholders of MySpray, Qatar Consulting Inc. & Company (“Qatar”), Broadway Creative Consultants Corp. (“Broadway”), and David Lazar (“Lazar”), as the sole officer and director of the Company and the managing member of Activist Investing LLC (“Activist”). Under the Share Exchange Agreement, One Hundred Percent (100%) of the ownership interest of MySpray was exchanged for (i) 51,110,500 shares of common stock of the Company at the Closing, and (ii) an additional 569,889,500 shares of common stock of ADOB, to be issued upon the increase in authorized shares of common stock of ADOB to 700,000,000, each of which is to be issued to Martinuik, R. Martinuik, Qatar, Broadway, and Activist, pro-rata, in accordance with the Share Exchange Agreement. As of the date of this Report, none of the 569,889,500 shares had been issued. The former stockholders of MySpray will acquire a majority of the issued and outstanding common stock as a result of the share exchange transaction. The transaction has been accounted for as a recapitalization of the Company, whereby MySpray is the accounting acquirer.   For the acquisition of MySpray the following table summarizes the acquisition date fair value of the consideration paid, identifiable assets acquired and liabilities assumed:   Consideration paid           Common stock, 621,000,000 shares of the Company restricted common stock valued at $0.001 per share   $ 621,000   Net liabilities assumed     62,777   Fair value of total consideration paid   $ 683,777     Net assets acquired and liabilities assumed           Cash and cash equivalents   $ 30,542   Accounts receivable     595   Inventory     53,431   Other assets     1,409   Total assets   $ 85,977             Accounts payable and accrued liabilities     117,214   Government of Canada loan     31,540   Total liabilities     148,754             Net liabilities assumed   $ 62,777     The Company has allocated the fair value of the total consideration paid of $547,022 to goodwill and $136,755 to intangible assets with a life of three years. The value of goodwill represented MySpray’s ability to generate profitable operations going forward. Management estimated the provisional fair values of the intangible assets and goodwill on February 10, 2022. As a result of Clinic Operations becoming a discontinued operation, the Company fully impaired its goodwill and intangible asset balance of $590,512.

INTANGIBLE ASSETS	9 Months Ended
	Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
INTANGIBLE ASSETS	NOTE 6 – INTANGIBLE ASSETS   During the three months ended June 30, 2023 the Company acquired intellectual property (IP) by issuing 44,920,000 shares of its common stock valued at $1,707,396. The company is amortizing the value of its IP over a one year period. As a result the Company has recorded amortization expense of $845,293 on its Statements of Operations for the six months ended September 30, 2023. As of September 30, 2023 the balance of intangible assets was $830,571. This amount will be amortized prorata over the next six months.

RELATED PARTY TRANSACTIONS	9 Months Ended
	Sep. 30, 2023
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 7 – RELATED PARTY TRANSACTIONS   The Company has been funded by its executive officers, a former executive officer, and officers of its subsidiary. As of September 30, 2023, the balance due to these individuals amounted to $228,688 in the form of interest-free demand loans, compared to $227,704 during the period ended December 31, 2022. During the nine months ended September 30, 2023, the Company’s officers have advanced $984 in interest free loans to the Company.   On September 19, 2023 the former CEO of the Company, David Lazar entered into a $27,778 convertible loan with the Company bearing interest at 3.5%. The maturity date of the Note is September 10, 2024. The conversion price is currently not determinable because the Company’s common stock doesn’t trade on any exchange.   On June 1, 2023 the Company decided to transition from its current Clinic Operations to the establishment of a research laboratory. This strategic move was driven by the Company’s commitment to innovation and advancing the field of healthcare through research and development. All of the assets and results of operations from Clinic Operations have been treated as discontinued operations for all periods presented in the condensed consolidated financial statements. The assets and liabilities of Clinic Operations were transferred to the Company’s CEO and her spouse for no consideration since Clinic Operations were not profitable in either 2022 or 2023 to date.   During the three months ended June 30, 2023 the Company’s CEO and her spouse each voluntarily donated 47,500,000 of their common shares, for of total of 95,000,000 common shares which were returned to the Company’s treasury.

COMMON STOCK AND COMMON STOCK PAYABLE	9 Months Ended
	Sep. 30, 2023
Common Stock And Common Stock Payable
COMMON STOCK AND COMMON STOCK PAYABLE	NOTE 8 – COMMON STOCK AND COMMON STOCK PAYABLE   On May 5, 2022, the Company filed a Certificate of Amendment with the state of Nevada increasing its authorized shares from 75,000,000 to 700,000,000 shares of $0.001 par value common stock. As of September 30, 2023, and December 31, 2022, a total of 598,545,644 and 75,000,000 shares of common stock were issued and outstanding, respectively. The Company has issued the following shares during 2023:     Ø 21,736,144 shares were issued pursuant to private placements. These shares were valued at $299,762.     Ø 44,920,000 shares were issued to purchase intellectual property and for services. These shares were valued at 1,707,396.     Ø 24,000,000 shares were repurchased. These shares were valued at $76,201.     Ø 6,000,000 shares valued at $77,125 were issued for services.     Ø 95,000,000 shares were returned to treasury by the Company’s officers and treated as donated capital.

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 9 – SUBSEQUENT EVENTS   In accordance with the Statement of Financial Accounting Standards (“SFAS”) 165 (ASC 855-10) management has performed an evaluation of subsequent events through the date that the condensed consolidated financial statements were available to be issued and has determined that it does not have any material subsequent events to disclose in these condensed consolidated financial statements.

SUMMARY OF SIGNIFICANT ACCOUNTING ASSUMPTIONS AND POLICIES (Policies)	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
Basis of presentation	Basis of presentation   The accompanying condensed consolidated financial statements have been prepared in accordance with the FASB’s ASC, which is the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of condensed financial statements in conformity with generally accepted accounting principles (“GAAP”) in the United States. The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary MySpray Therapeutics Inc. All intercompany accounts and transactions are eliminated in consolidation.
Discontinued Operations	Discontinued Operations   The operations of the Company’s former Clinic Division has been presented as discontinued operations. Unless otherwise noted, amounts and disclosures throughout these Notes to Condensed Consolidated Financial Statements relate solely to continuing operations and exclude all discontinued operations. See Note 4. for additional information on discontinued operations.
Going Concern	Going Concern   The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve months following the date of these condensed consolidated financial statements.   The Company expects to generate operating cash flow that will be sufficient to fund presently anticipated operations although there can be no assurance. This raises substantial doubt about the Company’s ability to continue as a going concern. Therefore, the Company will need to raise additional funds and is currently exploring alternative sources of financing to supplement the expected cash flow. Historically, the Company has raised capital through private placements, as an interim measure to finance working capital needs and may continue to raise additional capital through the sale of common stock or other securities and obtaining some short-term loans. The Company will be required to continue to do so until its operations become profitable.   The Company may attempt to raise capital in the near future through the sale of equity or debt financing; however, there can be assurances the Company will be successful in doing so. There can be no assurance that such additional financing will be available to the Company on acceptable terms or at all.
Management’s Representation of Interim Condensed Consolidated Financial Statements	Management’s Representation of Interim Condensed Consolidated Financial Statements   The accompanying unaudited condensed consolidated financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Company uses the same accounting policies in preparing quarterly and annual condensed consolidated financial statements. Certain information and footnote disclosures normally included in condensed consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements include all of the adjustments, which in the opinion of management are necessary for a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year.
Estimates	Estimates   The preparation of condensed consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities on the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to the amortization period for intangible assets and income taxes. The Company bases its estimates on historical experience, known or expected trends, and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these condensed consolidated financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents   For purposes of reporting within the statements of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents. As of September 30, 2023, and December 31, 2022, the on-hand cash balances were $10,574 and $41,808, respectively.
Inventory	Inventory   Inventory, is stated at the lower of cost or net realizable value with cost determined under the first-in, first-out (“FIFO”) method. As of September 30, 2023, and December 31, 2022, inventory amounted to $38,542 and $35,281, respectively.
Goodwill and Intangible Assets	Goodwill and Intangible Assets   Goodwill represents the future economic benefit arising from other assets acquired that could not be individually identified and separately recognized. The goodwill arising from the Company’s acquisition is attributable to the value of the potential expanded market opportunity with new customers. Intangible assets have either an identifiable or indefinite useful life. Intangible assets with identifiable useful lives are amortized on a straight-line basis over their economic or legal life, whichever is shorter. The Company’s amortizable intangible assets consist primarily of customer relationships, trademarks, and product formulations. The useful life of these customer relationships is estimated to be three years. The Company also has purchased intellectual property which is amortized over a one year period.   Goodwill is not amortized but is subject to annual impairment testing unless circumstances dictate more frequent assessments. The Company performs an annual impairment assessment for goodwill during the fourth quarter of each year and more frequently whenever events or changes in circumstances indicate that the fair value of the asset may be less than the carrying amount. Goodwill impairment testing compares the fair value of the reporting unit to its carrying amount. The fair value of the reporting unit is determined by considering both the income approach and market approaches. The fair values calculated under the income approach and market approaches are weighted based on circumstances surrounding the reporting unit. Under the income approach, the Company determines fair value based on estimated future cash flows of the reporting unit, which are discounted to the present value using discount factors that consider the timing and risk of cash flows. For the discount rate, the Company relies on the capital asset pricing model approach, which includes an assessment of the risk-free interest rate, the rate of return from publicly traded stocks, the Company’s risk relative to the overall market, the Company’s size and industry and other Company-specific risks. Other significant assumptions used in the income approach include the terminal value, growth rates, future capital expenditures, and changes in future working capital requirements. The market approaches use key multiples from guideline businesses that are comparable and are traded on a public market. If the fair value of the reporting unit is greater than its carrying amount, there is no impairment. If the reporting unit’s carrying amount exceeds its fair value, then an impairment loss is recognized in an amount equal to the excess.   Due to the discontinuation of Clinic Operations as described throughout this Report, during the three months ended June 30, 2023, the Company performed an impairment analysis and determined that its goodwill and intangible assets were fully impaired. As a result the Company recorded an impairment charge of $590,512 on its Statements of Operations for the three months ended June 30, 2023.
Revenue Recognition	Revenue Recognition   The Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. The guidance provided in Accounting Standards Codification (“ASC”) Topic 606 (“ASC 606”) requires entities to use a five-step model to recognize revenue by allocating the consideration from contracts to performance obligations on a relative standalone selling price basis. Revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. The standard also requires new disclosures regarding the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. ASC 606 also includes Subtopic 340-40, Other Assets and Deferred Costs – Contracts with Customers, which requires the deferral of incremental costs of obtaining a contract with a customer.
Foreign Currency Translation	Foreign Currency Translation   The functional and reporting currency of MySpray is the Canadian dollar. Monetary assets denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Average monthly rates are used to translate revenues and expenses.   Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Exchange gains or losses arising from foreign currency transactions are included in the determination of net income for the respective periods.   Assets and liabilities of the Company’s operations are translated into the reporting currency, United States dollars, at the exchange rate in effect at the balance sheet dates. Revenue and expenses are translated at average rates in effect during the reporting periods.   Assets and liabilities of the Company’s operations are translated into the reporting currency, United States dollars, at the exchange rate in effect at the balance sheet dates. Revenue and expenses are translated at average rates in effect during the reporting periods. Equity transactions are recorded at the historical rate when the transaction occurs. The resulting translation adjustment is reflected as accumulated other comprehensive income, a separate component of stockholders’ equity in the statement of stockholders’ equity.   Differences may arise in the amount of bad debt expense, depreciation expense and amortization expense reported in the Company’s operating results as compared to the corresponding change in the allowance for doubtful accounts, accumulated depreciation, and accumulated amortization, respectively, due to foreign currency translation. These translation adjustments are reflected in accumulated other comprehensive income, a separate component of the Company’s stockholders’ equity.
Income Taxes	Income Taxes   The Company accounts for income taxes pursuant to FASB ASC Topic 740, Income Taxes. Under FASB ASC Topic 740, deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences. The Company maintains a 100% valuation allowance with respect to deferred tax assets, therefore there are no deferred taxes on the Company’s Balance Sheet. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carry-forward period under the Federal tax laws. Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the reliability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimate.
Fair Value Measurement	Fair Value Measurement   The Company values its convertible notes and amounts due to related partings and short-term loans payable under FASB ASC 820 which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.   Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement).   The three levels of the fair value hierarchy are as follows:   Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities, and listed equities.   Level 2 – Valuations for assets and liabilities that can be obtained from readily available pricing sources via independent providers for market transactions involving similar assets or liabilities. The Company’s principal markets for these securities are the secondary institutional markets, and valuations are based on observable market data in those markets.   Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. The Company uses Level 3 to value its derivative instruments.
Employee Stock-Based Compensation	Employee Stock-Based Compensation   The Company accounts for stock-based compensation in accordance with ASC 718 Compensation-Stock Compensation (“ASC 718”). ASC 718 addresses all forms of share-based payment (“SBP”) awards including shares issued under employee stock purchase plans and stock incentive shares. Under ASC 718 awards result in a cost that is measured at fair value on the awards’ grant date, based on the estimated number of awards that are expected to vest, and will result in a charge to operations.
Net Loss per Share	Net Loss per Share   Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, “Earnings per Share.” Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding.
Subsequent Event	Subsequent Event   The Company evaluated subsequent events through the date when the condensed consolidated financial statements are issued for disclosure consideration.
Recent Accounting Pronouncements	Recent Accounting Pronouncements   There are no recent accounting pronouncements that have an impact on the Company’s operations.

DISCONTINUED OPERATIONS (Tables)	9 Months Ended
	Sep. 30, 2023
Discontinued Operations and Disposal Groups [Abstract]
Schedule of discontinued operations	Three Months Ended September 30,     Nine Months Ended September 30,       2023     2022     2023     2022   Revenue   $ 209     $ 39,613     $ 64,665     $ 93,462   Operating expenses     5,386       45,373       80,274       114,548   Discontinued operations, net of tax   $ (5,177 )   $ (5,760 )   $ (15,609 )   $ (21,086 )

BUSINESS ACQUISITION (Tables)	9 Months Ended
	Sep. 30, 2023
Business Combination and Asset Acquisition [Abstract]
Schedule of consideration paid	Common stock, 621,000,000 shares of the Company restricted common stock valued at $0.001 per share   $ 621,000   Net liabilities assumed     62,777   Fair value of total consideration paid   $ 683,777
Schedule of asset and liabilities assumed	Cash and cash equivalents   $ 30,542   Accounts receivable     595   Inventory     53,431   Other assets     1,409   Total assets   $ 85,977             Accounts payable and accrued liabilities     117,214   Government of Canada loan     31,540   Total liabilities     148,754             Net liabilities assumed   $ 62,777

ORGANIZATION AND DESCRIPTION OF THE BUSINESS (Details Narrative) - $ / shares	Sep. 30, 2023	Dec. 31, 2022	Feb. 10, 2022
Common stock, shares authorized	700,000,000	700,000,000
Common stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Number of shares issued			644,889,500
Number of shares outstanding			644,889,500
Share authorized for capital stock			700,000,000
Spray [Member]
Ownership interest			100.00%
Common stock at Closing			51,110,500
Common stock to be issued			569,889,500
Increase in common stock shares authorized			700,000,000
Soul Biotechnology Corporation [Member]
Common stock, shares authorized	75,000,000
Common stock, par value (in Dollars per share)	$ 0.001

SUMMARY OF SIGNIFICANT ACCOUNTING ASSUMPTIONS AND POLICIES (Details Narrative) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Accounting Policies [Abstract]
Cash in hand balance	$ 10,574	$ 10,574		$ 41,808
Inventory	38,542	38,542		$ 35,281
Impairment charges		$ 590,512

GOING CONCERN (Details Narrative) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Working capital deficit	$ 245,094
Accumulated deficit	$ 2,035,661	$ 525,881

DISCONTINUED OPERATIONS (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Discontinued Operations and Disposal Groups [Abstract]
Revenue	$ 209	$ 39,613	$ 64,665	$ 93,462
Operating expenses	5,386	45,373	80,274	114,548
Discontinued operations, net of tax	$ (5,177)	$ (5,760)	$ (15,609)	$ (21,086)

BUSINESS ACQUISITION (Details)	Feb. 10, 2022 USD ($)
Business Acquisition [Line Items]
Net liabilities assumed	$ 62,777
Spray [Member]
Business Acquisition [Line Items]
Common stock, 621,000,000 shares of the Company restricted common stock valued at $0.001 per share	621,000
Net liabilities assumed	62,777
Fair value of total consideration paid	$ 683,777

BUSINESS ACQUISITION (Details 1)	Feb. 10, 2022 USD ($)
Business Combination and Asset Acquisition [Abstract]
Cash and cash equivalents	$ 30,542
Accounts receivable	595
Inventory	53,431
Other assets	1,409
Total assets	85,977
Accounts payable and accrued liabilities	117,214
Government of Canada loan	31,540
Total liabilities	148,754
Net liabilities assumed	$ 62,777

BUSINESS ACQUISITION (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2023	Feb. 10, 2022
Business Acquisition [Line Items]
Impairment of goodwill and intangible asset	$ 590,512
Goodwill [Member]
Business Acquisition [Line Items]
Fair value of consideration	547,022
Finite-Lived Intangible Assets [Member]
Business Acquisition [Line Items]
Fair value of consideration	$ 136,755
Spray [Member]
Business Acquisition [Line Items]
Ownership interest		100.00%
Common stock at Closing		51,110,500
Increase in common stock shares authorized		700,000,000
Common stock to be issued		569,889,500

INTANGIBLE ASSETS (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Amortization expense	$ 417,924	$ 11,107	$ 845,293	$ 30,055
Intangible assets	$ 830,571		$ 830,571		$ 88,923
Intellectual Property [Member]
Finite-Lived Intangible Assets [Line Items]
Stock issued for purchases of assets, share	44,920,000		44,920,000
Stock issued for purchases of assets, value	$ 1,707,396		$ 1,707,396

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Related Party Transaction [Line Items]
Due to related parties	$ 228,688	$ 227,704
Repayment of related party debt	984
Convertible loan payable	$ 27,778
Number of common stock returned	95,000,000
David Lazar [Member]
Related Party Transaction [Line Items]
Convertible loan payable	$ 27,778
Interest rate	3.50%
Maturity date	Sep. 10, 2024

COMMON STOCK AND COMMON STOCK PAYABLE (Details Narrative) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2023	Dec. 31, 2022
Subsidiary, Sale of Stock [Line Items]
Common stock, shares authorized	700,000,000	700,000,000	700,000,000
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001	$ 0.001
Common stock, shares issued	598,545,644	598,545,644	598,545,644
Common stock, shares Outstanding	598,545,644	598,545,644	598,545,644
Stock repurchased during period, shares		24,000,000
Stock repurchased during period, value		$ 76,201
Stock issued for services, value		$ 6,000,000
Stock issued for services, share		77,125
Number of common stock returned		95,000,000
Intellectual Property [Member]
Subsidiary, Sale of Stock [Line Items]
Stock issued for purchases of assets, share	44,920,000	44,920,000
Stock issued for purchases of assets, value	$ 1,707,396	$ 1,707,396
Private Placement [Member]
Subsidiary, Sale of Stock [Line Items]
Stock issued in private placement		21,736,144
Proceeds from issuance of private placement		$ 299,762

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