UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended December 31, 2022
	For the fiscal year ended December 31, 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: 000-56022
MYCOTOPIA THERAPIES, INC.
(Exact name of registrant as specified in its charter)
Nevada			87-0645794
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
18851 NE 29th Ave., Suite 700, Aventura, FL 33180
100 SE 2nd Street, Suite 2000 Miami, FL 33131
(Address of principal executive offices, including zip code)
954-233-3511
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Title of each class		Trading Symbol(s)	Name of each exchange on which registered
N/A		N/A	N/A
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, Par Value $0.001
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒ No
Indicate by check mark if the registrant is not required to file reports pursuant to the Section 13 or Section 15(d) of the Exchange Act. ☒ Yes ☐ No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or Section 15(d) of the Exchange Act 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 if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒ No

Indicate by check mark if the registrant is not required to file reports pursuant to the Section 13 or Section 15(d) of the Exchange Act. ☒ Yes ☐ No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or Section 15(d) of the Exchange Act 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 (§ 232.405 of this chapter) 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 an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
	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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting fi rm that prepared or issued its audit report ☐

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. The aggregate market value of the voting and nonvoting common equity held by non-affiliates, computed by reference to the price at which our common equity was last sold or the average bid and asked price of such common equity at June 30, 2023, was $1,552,854.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. As of April 12, 2024, we had 14,896,791 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE: None.

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 (§ 232.405 of this chapter) 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 an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
	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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting fi rm that prepared or issued its audit report ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).☐Yes ☒ No State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. The aggregate market value of the voting and nonvoting common equity held by non affiliates, computed by reference to the price at which our common equity was last sold or the average bid and asked price of such common equity at June 30, 2022, was $6,232,015. Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. As of March 27, 2023, we had 14,858,357 shares of common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE: None.

TABLE OF CONTENTS

		Page
	Cautionary Note Regarding Forward-Looking Statements	3
	Part I
Item 1	Business	4
Item 1A	Risk Factors	10
Item 1B	Unresolved Staff Comments	15
Item 2	Properties	15
Item 3	Legal Proceedings	16
Item 4	Mine Safety Disclosures	16
	Part II
Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	16
Item 6	Selected Financial Data	17
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 7A	Quantitative and Qualitative Disclosures about Market Risk	19
Item 8	Financial Statements and Supplementary Data	19
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	19
Item 9A	Controls and Procedures	19
Item 9B	Other Information	20
	Part III
Item 10	Directors, Executive Officers and Corporate Governance	20
Item 11	Executive Compensation	21
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	22
Item 13	Certain Relationships and Related Transactions, and Director Independence	23
Item 14	Principal Accounting Fees and Services	23
	Part IV
Item 15	Exhibits, Financial Statement Schedules	24
Item 16	Form 10-K Summary
	Signatures

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report contains statements about the future, sometimes referred to as “forward-looking” statements. Forward-looking statements are typically identified by use of the words “believe,” “may,” “could,” “should,” “expect,” “anticipate,” “estimate,” “project,” “propose,” “plan,” “intend,” and similar words and expressions. Statements that describe our future strategic goals, plans, objectives, and predictions are also forward-looking statements. These forward-looking statements may relate to our anticipated marketing results, customer acceptance, revenues, gross margin and operating results, future performance and operations, plans for future expansion, capital spending, sources of liquidity, and financing sources. Forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements.

Any forward-looking statements, including those regarding our management’s current beliefs, expectations, anticipations, estimations, projections, proposals, plans or intentions, are not guarantees of future performance, results, or events and involve risks and uncertainties, such as those discussed in this report.

The forward-looking statements in this report are based on present circumstances and on our predictions respecting events that have not occurred, that may not occur, or that may occur with different consequences from those we now assume or anticipate. Actual events or results may differ materially from those discussed in the forward-looking statements as a result of various factors, including the risk factors discussed in this report. These cautionary statements are intended to be applicable to all related forward-looking statements wherever they appear in this report.

Forward-looking statements speak only as of the date of the document in which they are contained, and we do not undertake any duty to update our forward-looking statements, except as may be required by law, and we caution you not to rely on them unduly.

PART I

ITEM 1. BUSINESS

The following description of our business contains forward-looking statements relating to future events or our future financial or operating performance that involve risks and uncertainties, as set forth above under “Special Note Regarding Forward-Looking Statements.” Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors described in the Annual Report, including those set forth above in the Special Cautionary Note Regarding Forward-Looking Statements or under the heading “Risk Factors” or elsewhere in this Annual Report.

Business Overview

Mycotopia Therapies, Inc. promotes the study of psychedelics for the treatment of mental health issues and supports the creation of both natural and synthetic molecules for the development of appropriate treatments. Mycotopia also intends to deploy technology from its parent company, Ehave, Inc., in the collection of research and clinical data to further the study of the effects of psychedelics in the treatment of mental health issues. With the acquisition of assets from Philon Labs, we intend on using Artificial Intelligence ("AI") to transform great ideas and innovative solutions into disruptive products using advanced engineering and design techniques, enhancing patient care and streamlining medical processes.

History

Mycotopia Therapies, Inc., a Nevada corporation (the “Company”), was incorporated in the State of Nevada on January 21, 2000, under the name RM Investors, Inc. In March 2014, under the terms of an Exchange Agreement and Plan of Reorganization, we acquired 100% of the issued and outstanding shares of our subsidiary 20/20 Produce Sales, Inc., an Idaho corporation that was incorporated on December 22, 1994. On March 26, 2014, we amended and restated our articles of incorporation to increase our authorized shares of common stock to 100,000,000 shares, par value $0.001, and to authorize 5,000,000 shares of preferred stock, par value $0.001. In connection with this reorganization, we obtained a new CUSIP number for our common stock, FINRA approval of our name change from RM Investors, Inc. to 20/20 Global, Inc., and a new trading symbol for our shares on the OTC marketplace and effected a 2-for-1 forward split of the then issued and outstanding shares of our common stock.

In December 2020, we entered into definitive agreements with Ehave, Inc., an Ontario corporation, Mycotopia Therapies Inc., a Florida corporation and wholly owned subsidiary of Ehave, Inc., and the former and current directors of 20/20 Global that provide for the 20/20 Global’s purchase of all of the outstanding stock of Mycotopia Therapies, Inc. from Ehave, Inc. In May 2021, we changed our name to Mycotopia Therapies Inc. Our trading symbol is TPIA. We have one subsidiary, Mycotopia Therapies Inc., a Florida corporation Our board of directors consists of Ben Kaplan and Mark Croskey.

Prior to its acquisition, Mycotopia Therapies (Florida) entered into a supply agreement with Havn Life Sciences Inc. a Canadian corporation, a biotechnology company pursuing standardized extraction of psychoactive compounds and the development of natural health products. The agreement calls for HAVN to supply Mycotopia with naturally derived Psilocybin SPP in the form of an Active Pharmaceutical Ingredient (API) to be used in testing by universities, researchers and pharmaceutical companies seeking to develop treatments and therapies using Psilocybin.

HAVN Life Sciences trades on the Canadian Securities Exchange (CSE) under the symbol HAVN.

Since the reverse merger on January 20, 2021 (the “Closing”), the Company has been leveraging its relationship with its parent company, Ehave, Inc. (“EHVVF”) to integrate the use of digital and data therapeutics to measure the effect of Psylicibin and related compounds on mental health. The Company has been negotiating with third parties to integrate EHVVF’s EEG brain cap technology to capture neurological data during the use of mental health therapies involving the use of Psylicibin and related compounds. The Company believes that the mental health benefits bestowed by these compounds are numerous, particularly to combat depression and addiction, and is aligning itself with the evolving legal and policy landscape of mental health regulation.

On March 22, 2021, Mycotopia announced that it was entering into a joint venture in Australia, PsyBioMed-Australia to sponsor clinical trials and develop a research and development facility and manufacturing facility. However, Mycotopia and its Australian partner decided not to move forward with the joint venture.1

The Company seeks to take advantage of the interest in the use of compounds found in naturally occurring psychoactive compounds for the treatment of mental health issues.

References to “us,” “we,” “our,” and correlative terms refer to Mycotopia Therapies, Inc. and our wholly owned subsidiary, Mycotopia Therapies, Inc., a Florida corporation, through which we conducted our activities.

Business Strategy and Market

In November 2020, Oregon became the first U.S. state to legalize Psilocybin. It has been estimated the psychedelic drugs market will grow 12.4% annually over the next seven years, reaching $10.75 billion in ~~20272~~20271. Several companies are running clinical trials to determine the efficacy of the use psilocybin and other psychedelics in the treatment of chronic pain, opioid withdrawal, and depression.

In the summer of 2021, Harvard Law School’s Petrie-Flom Center for Health Law Policy, Biotechnology, and Bioethics launched the Project on Psychedelics Law and Regulation. They noted that in 2017, the FDA designated MDMA as a breakthrough therapy for post-traumatic stress disorder, and in 2018 the agency identified psilocybin as a breakthrough for treatment-resistant depression, indicating that psychedelics may represent substantial improvements over existing treatments for mental illness. According to the FDA, Breakthrough Therapy designation is a process designed to expedite the development and review of drugs that are intended to treat a serious condition and preliminary clinical evidence indicates that the drug may demonstrate substantial improvement over available therapy on a clinically significant endpoint(s). The Petrie-Flom Center project the US market for psychedelics could reach $6.85 billion in 2027.

It iswas the Company’s intent to promote the current studies into psychedelics while developing a pipeline of pharmaceutical grade components for psychedelic based treatments.

On August 13, 2020, the Company entered into a supply agreement with HAVN Life Sciences to supply psilocybin for study. Mycotopia Therapies intends to build a distribution channel to supply naturally-derived psilocybin spp compounds, in accordance with al federal laws and local protocols. By building out this supply chain Mycotopia intends to be one of the first to market, as markets begin to open up around the globe. Mycotopia seeks to be one of the handful of companies to have an API (active pharmaceutical ingredient) that meets European Union Good Manufacturing Practices that we could move around the world to jurisdictions where Psilocybin is legal and that we will form business relationships with labs, research institutions and drug manufactures. On, October 28, 2022, we entered into an extension agreement with HAVN, extending the agreement for an additional two years from October 28, 2022, with automatic yearly renewals unless canceled on at least 30 days prior notice.

On November 28, 2023, Mycotopia Therapies Inc. entered into an Asset Sale and Purchase Agreement (the “Asset Purchase Agreement”) and Intellectual Property Assignment Agreement (the “IP Assignment”) with Philon Labs, LLC (“Philon Labs”) for the acquisition of certain assets of Philon Labs including the intellectual property related to its “Phill Robot” and “Milky Way” products.

With this acquisition Mycotopia began to shift its focus to the use of artificial intelligence in robotics to improve quality of life.

Phill Robot and Milkyway

The Phill Robot, our flagship AI-powered massage robot uses advanced AI algorithms to learn and adapt to user preferences for a bespoke massage experience. With its range of massage accessories, this compact home wellness system signifies a leap in the wellness industry.

Phill Robot is the first massage, scratch, and caress robot featuring cutting-edge AI technology, poised to redefine the massage experience by bringing unparalleled convenience to the user's bedside. This innovative creation takes the approach to relaxation and stress relief to the next level, delivering a personalized and spa-quality massage within the confines of one's home. Phill embodies the essence of a "massage-on-demand" experience.

¹ US News and World Report, July 2, 2021, https://money.usnews.com/investing/stock-market-news/articles/psychedelic-stocks-to-watch

Phill boasts a patented deployment system with a foldable, long-range arm. It has a 35-inch range and 15-pound massage force, and it is AI-controlled with a wide variety of massage patterns. When in a folded and stored state, it seamlessly serves as a stylish nightstand adjacent to your bed.

The Milkyway, a innovative smart refrigerator for breast milk storage, epitomizes our commitment to addressing real-world challenges. Its automated vertical rotating system and stylish design cater to modern parenting needs. Milkyway features a pioneering patent-pending vertical rotating storage system that efficiently organizes bags by date and ounces, ensuring even freezing. It is fully customizable with a sleek design adaptable to any kitchen or room, and the standard version accommodates up to 99 breast milk storage bags. For larger capacities, a customized version can store 120+ bags, making it ideal for hospitals and nursing rooms. The Milkyway app offers real-time updates on freezing temperature and milk inventory, aiding in monitoring the baby's breastfeeding habits and schedules.

Material Contracts

Completion of Acquisition of Disposition of Assets

In December 2020, we entered into definitive agreements with Ehave, Inc., an Ontario corporation (“Ehave”), Mycotopia Therapies Inc., a Florida corporation and wholly owned subsidiary of Ehave (“MYC”), and the former and current directors of 20/20 Global that provide for: (i) 20/20 Global’s purchase for $350,000 in cash of all of the outstanding stock of MYC from Ehave under a Stock Purchase Agreement, resulting in MYC becoming a wholly owned subsidiary of 20/20 Global; and (ii) the change of control of 20/20 Global’s board of directors and management under a Change of Control and Funding Agreement. In a related transaction, Ehave agreed to purchase 9,793,754 shares of 20/20 Global common stock, which constitute approximately 75.77% of the then-issued and outstanding shares of 20/20 Global’s common stock, for $350,000 in cash through a Stock Purchase Agreement (“MYC SPA”) with 20/20 Global stockholders Mark D. Williams, Colin Gibson, and The Robert and Joanna Williams Trust. Prior to these transactions, neither 20/20 Global nor its officers and directors had a material relationship with Ehave, MYC, or their respective officers and directors.

2All USof ~~News~~the ~~and~~above ~~World~~transactions ~~Report,~~were ~~July~~closed 2,on ~~2021~~January 19, ~~https://money~~2021.~~usnews.com/investing/stock-market-news/articles/psychedelic-stocks-to-watch~~

5As a result of the MYC SPA, MYC became a wholly owned subsidiary of 20/20 Global, through which we plan to conduct our operations. MYC is a start-up enterprise that proposes to develop a business to provide psychedelic-enhanced holistic methodologies to improve mental wellbeing. In the next five years, our business model will focus on the following areas: palliative care, depression, and anxiety.

AOn ~~closing~~May of18, ~~the~~2022, ~~transactions~~Mycotopia ~~contemplated~~Therapies byInc. (the ~~above~~“Company”) ~~documents~~entered ~~initially~~into ~~scheduled~~an ~~for~~Agreement ~~January~~and 4,Plan ~~2021,~~of Merger (the “Agreement”) whereby the Company was ~~delayed~~to bymerge ~~agreement.~~with ~~All~~a wholly owned subsidiary of ~~the~~PSLY.com. ~~above~~Simultaneously ~~transactions~~E.iVentures, ~~were~~Inc. ~~closed~~(“E.i”) onwas ~~January~~to ~~19,~~merge ~~2021~~with a separate wholly owned subsidiary of PSLY.com.

AsOn aFebruary ~~result of the MYC SPA~~16, ~~MYC became a wholly owned subsidiary of 20/20 Global~~2023, ~~through~~the ~~which~~parties ~~we plan~~ to ~~conduct~~the ~~our~~Agreement ~~operations.~~mutually ~~MYC~~agreed ~~is a start-up enterprise that proposes~~ to ~~develop~~terminate athe ~~business~~Agreement toand ~~provide~~release ~~psychedelic-enhanced~~each ~~holistic~~other. ~~methodologies~~The topreceding ~~improve~~description ~~mental~~of ~~wellbeing. In~~ the ~~next~~termination ~~five~~is ~~years,~~qualified ~~our~~in ~~business~~its ~~model~~entirety ~~will~~by ~~focus~~reference onto the ~~following~~Termination ~~areas:~~of ~~palliative~~Agreement ~~care, depression,~~ and ~~anxiety.~~Plan Weof ~~will~~Merger ~~leverage~~dated ~~our~~February ~~minority~~16, ~~equity~~2023 ~~interest in PsychedeliTech Inc. to create new opportunities for our shareholders~~ and ~~partners.~~filed Weas ~~hope~~an toexhibit ~~license and acquire access~~ to ~~technology~~the ~~and~~Company’s ~~companies~~Current ~~that~~Report ~~will~~on ~~build~~Form ~~added~~8-K ~~value~~filed ~~for~~February ~~our~~22, ~~company~~2023 ~~as this industry matures.~~

On ~~August~~November 1328, ~~2021~~2023, Mycotopia ~~entered~~Therapies ~~into a supply agreement with HAVN Life Sciences~~ Inc., ~~for~~ (the ~~supply~~“Company”) ~~psilocybin~~entered ininto ~~the form of~~ an ~~active~~Asset ~~pharmaceutical~~Sale ~~ingredient.~~and ~~The~~Purchase ~~psilocybin~~Agreement ~~would~~(the be“Asset ~~provided~~Purchase ~~through~~Agreement”) aand ~~licensed~~Intellectual ~~third~~Property ~~party~~Assignment ~~dealer~~Agreement ~~pursuant to~~ (the ~~Controlled~~“IP ~~Drugs~~Assignment”) ~~and~~with ~~Substances~~Philon ~~Act (S.C. 1996~~Labs, c.LLC ~~19)~~(~~Canada~~“Philon Labs”). ~~Delivery~~for of the ~~psilocybin~~acquisition ~~will~~of ~~only~~certain beassets toof ~~parties~~Philon ~~allowed~~Labs toincluding ~~receive it under applicable law in~~ the ~~jurisdiction~~intellectual ~~where~~property ~~they~~related ~~are located. Mycotopia entered into the agreement with HAVN~~ to ~~secure a supply of GMP certified psilocybin in anticipation of~~ its ~~use~~“Phill inRobot” ~~testing~~ and ~~development~~“Milky ofWay” ~~new~~ products. ~~The agreement was renewed on October 28, 2022 for two years with automatic one year renewals unless canceled on not less than 30 days notice.~~

In consideration for the acquisition of the Assets, Mycotopia Therapies will issue a new class of Preferred Stock (the “Preferred Stock”) with a face value of $2,000,000, convertible into shares of the Company’s Common Stock (the “Common Stock”). All shares of Preferred Stock and Common Stock issued in conjunction with the transaction will be “restricted securities,” as defined in Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”).

The Company also entered into employment agreements that have revenue-based incentives connected to sales generated by the assets acquired. The incentives could result in the employees receiving up to $7,000,000 of the Preferred Stock over a three-year period.

Government Regulation

We do not engage in the manufacturing, production or sale of Psylicibin we are not directly impacted by the US Controlled Substances Act (“CSA”). We will be supporting the research and development of therapies using Psylicibin by our partners in compliance with the CSA and FDA regulations related to clinical trials. The acceptance of the use of Psylicibin and related compounds for treatment of mental health issues.

The FDA and other regulatory authorities at federal, state and local levels, as well as in foreign countries, extensively regulate, among other things, the research, development, testing, manufacture, quality control, import, export, safety, effectiveness, labeling, packaging, storage, distribution, recordkeeping, approval, advertising, promotion, marketing, post-approval monitoring and post-approval reporting of drugs. We, along with our vendors, contract research organizations and contract manufacturers, will be required to navigate the various preclinical, clinical, manufacturing and commercial approval requirements of the governing regulatory agencies of the countries in which we wish to conduct studies or seek approval of our product candidates. The process of obtaining regulatory approvals of drugs and ensuring subsequent compliance with appropriate federal, state, local and foreign statutes and regulations requires the expenditure of substantial time and financial resources.

In the United States, the FDA regulates drug products under the Federal Food, Drug, and Cosmetic Act, or FDCA, as amended, its implementing regulations and other laws. If we fail to comply with applicable FDA or other requirements at any time with respect to product development, clinical testing, approval or any other legal requirements relating to product manufacture, processing, handling, storage, quality control, safety, marketing, advertising, promotion, packaging, labeling, export, import, distribution, or sale, we may become subject to administrative or judicial sanctions or other legal consequences. These sanctions or consequences could include, among other things, the FDA’s refusal to approve pending applications, issuance of clinical holds for ongoing studies, suspension or revocation of approved applications, warning or untitled letters, product withdrawals or recalls, product seizures, relabeling or repackaging, total or partial suspensions of manufacturing or distribution, injunctions, fines, civil penalties or criminal prosecution.

Preclinical Studies and Clinical Trials for Drugs

Before testing any drug in humans, the product candidate must undergo rigorous preclinical testing. Preclinical studies include laboratory evaluations of drug chemistry, formulation and stability, as well as in vitro and animal studies to assess safety and in some cases to establish the rationale for therapeutic use. The conduct of preclinical studies is subject to federal and state regulation, including GLP requirements for safety/toxicology studies. The results of the preclinical studies, together with manufacturing information and analytical data, must be submitted to the FDA as part of an IND. An IND is a request for authorization from the FDA to administer an investigational product to humans and must become effective before clinical trials may begin. Some long-term preclinical testing may continue after the IND is submitted. The IND automatically becomes effective 30 days after receipt by the FDA, unless the FDA, within the 30-day time period, raises concerns or questions about the conduct of the clinical trial, including concerns that human research subjects will be exposed to unreasonable health risks, and imposes a full or partial clinical hold. FDA must notify the sponsor of the grounds for the hold and any identified deficiencies must be resolved before the clinical trial can begin. Submission of an IND may result in the FDA not allowing clinical trials to commence or not allowing clinical trials to commence on the terms originally specified in the IND. A clinical hold can also be imposed once a trial has already begun, thereby halting the trial until the deficiencies articulated by FDA are corrected.

6The clinical stage of development involves the administration of the product candidate to healthy volunteers or patients under the supervision of qualified investigators, who generally are physicians not employed by or under the trial sponsor’s control, in accordance with GCP requirements, which include the requirements that all research subjects provide their informed consent for their participation in any clinical trial. Clinical trials are conducted under protocols detailing, among other things, the objectives of the clinical trial, administration procedures, subject selection and exclusion criteria and the parameters and criteria to be used in monitoring safety and evaluating effectiveness. Each protocol, and any subsequent amendments to the protocol, must be submitted to the FDA as part of the IND. Furthermore, each clinical trial must be reviewed and approved by an IRB for each institution at which the clinical

human research subjects will be exposed to unreasonable health risks, and imposes a full or partial clinical hold. FDA must notify the sponsor of the grounds for the hold and any identified deficiencies must be resolved before the clinical trial can begin. Submission of an IND may result in the FDA not allowing clinical trials to commence or not allowing clinical trials to commence on the terms originally specified in the IND. A clinical hold can also be imposed once a trial has already begun, thereby halting the trial until the deficiencies articulated by FDA are corrected.4

The clinical stage of development involves the administration of the product candidate to healthy volunteers or patients under the supervision of qualified investigators, who generally are physicians not employed by or under the trial sponsor’s control, in accordance with GCP requirements, which include the requirements that all research subjects provide their informed consent for their participation in any clinical trial. Clinical trials are conducted under protocols detailing, among other things, the objectives of the clinical trial, administration procedures, subject selection and exclusion criteria and the parameters and criteria to be used in monitoring safety and evaluating effectiveness. Each protocol, and any subsequent amendments to the protocol, must be submitted to the FDA as part of the IND. Furthermore, each clinical trial must be reviewed and approved by an IRB for each institution at which the clinical trial will be conducted to ensure that the risks to individuals participating in the clinical trials are minimized and are reasonable compared to the anticipated benefits. The IRB also approves the informed consent form that must be provided to each clinical trial subject or his or her legal representative and must monitor the clinical trial until completed. The FDA, the IRB, or the sponsor may suspend or discontinue a clinical trial at any time on various grounds, including a finding that the subjects are being exposed to an unacceptable health risk. There also are requirements governing the reporting of ongoing clinical trials and completed clinical trials to public registries. Information about clinical trials, including results for clinical trials other than Phase I investigations, must be submitted within specific timeframes for publication on www.ClinicalTrials.gov, a clinical trials database maintained by the National Institutes of Health.

A sponsor who wishes to conduct a clinical trial outside of the United States may, but need not, obtain FDA authorization to conduct the clinical trial under an IND. If a foreign clinical trial is not conducted under an IND, FDA will nevertheless accept the results of the study in support of an NDA if the study was conducted in accordance with GCP requirements, and the FDA is able to validate the data through an onsite inspection if deemed necessary.

Clinical trials to evaluate therapeutic indications to support NDAs for marketing approval are typically conducted in three sequential phases, which may overlap.

•Phase I—Phase I clinical trials involve initial introduction of the investigational product into healthy human volunteers or patients with the target disease or condition. These studies are typically designed to test the safety, dosage tolerance, absorption, metabolism and distribution of the investigational product in humans, excretion, the side effects associated with increasing doses, and, if possible, to gain early evidence of effectiveness.

•Phase II—Phase II clinical trials typically involve administration of the investigational product to a limited patient population with a specified disease or condition to evaluate the drug’s potential efficacy, to determine the optimal dosages and administration schedule and to identify possible adverse side effects and safety risks.

•Phase III—Phase III clinical trials typically involve administration of the investigational product to an expanded patient population to further evaluate dosage, to provide statistically significant evidence of clinical efficacy and to further test for safety, generally at multiple geographically dispersed clinical trial sites. These clinical trials are intended to establish the overall risk/benefit ratio of the investigational product and to provide an adequate basis for product approval and physician labeling.

Post-approval trials, sometimes referred to as Phase IV clinical trials or post-marketing studies, may be conducted after initial marketing approval. These trials are used to gain additional experience from the treatment of patients in the intended therapeutic indication and are commonly intended to generate additional safety data regarding use of the product in a clinical setting. In certain instances, the FDA may mandate the performance of Phase IV clinical trials as a condition of NDA approval.

Progress reports detailing the results of the clinical trials, among other information, must be submitted at least annually to the FDA. Written IND safety reports must be submitted to the FDA and the investigators fifteen days after the trial sponsor determines the information qualifies for reporting for serious and unexpected suspected adverse events, findings from other studies or animal or in vitro testing that suggest a significant risk for human volunteers and any clinically important increase in the rate of a serious suspected adverse reaction over that listed in the protocol or investigator brochure. The sponsor must also notify the FDA of any unexpected fatal or life-threatening suspected adverse reaction as soon as possible but in no case later than seven calendar days after the sponsor’s initial receipt of the information.

findings from other studies or animal or in vitro testing that suggest a significant risk for human volunteers and any clinically important increase in the rate of a serious suspected adverse reaction over that listed in the protocol or investigator brochure. The sponsor must also notify the FDA of any unexpected fatal or life-threatening suspected adverse reaction as soon as possible but in no case later than seven calendar days after the sponsor’s initial receipt of the information.

Controlled Substances

The federal Controlled Substances Act of 1970, or CSA, and its implementing regulations establish a “closed system” of regulations for controlled substances. The CSA imposes registration, security, recordkeeping and reporting, storage, manufacturing, distribution, importation and other requirements under the oversight of the DEA. The DEA is the federal agency responsible for regulating controlled substances, and requires those individuals or entities that manufacture, import, export, distribute, research, or dispense controlled substances to comply with the regulatory requirements in order to prevent the diversion of controlled substances to illicit channels of commerce.

The DEA categorizes controlled substances into one of five schedules — Schedule I, II, III, IV or V — with varying qualifications for listing in each schedule. Schedule I substances by definition have a high potential for abuse, have no currently accepted medical use in treatment in the United States and lack accepted safety for use under medical supervision. Pharmaceutical products having a currently accepted medical use that are otherwise approved for marketing may be listed as Schedule II, III, IV or V substances, with Schedule II substances presenting the highest potential for abuse and physical or psychological dependence, and Schedule V substances presenting the lowest relative potential for abuse and dependence. COMP360, if approved in the United States, will require scheduling by the DEA before it can be marketed.

Facilities that manufacture, distribute, import or export any controlled substance must register annually with the DEA. The DEA registration is specific to the particular location, activity(ies) and controlled substance schedule(s).

The DEA inspects all manufacturing facilities to review security, recordkeeping, reporting and handling prior to issuing a controlled substance registration. The specific security requirements vary by the type of business activity and the schedule and quantity of controlled substances handled. The most stringent requirements apply to manufacturers of Schedule I and Schedule II substances. Required security measures commonly include background checks on employees and physical control of controlled substances through storage in approved vaults, safes and cages, and through use of alarm systems and surveillance cameras. Once registered, manufacturing facilities must maintain records documenting the manufacture, receipt and distribution of all controlled substances. Manufacturers must submit periodic reports to the DEA of the distribution of Schedule I and II controlled substances, Schedule III narcotic substances, and other designated substances. Registrants must also report any controlled substance thefts or significant losses, and must obtain authorization to destroy or dispose of controlled substances. Imports of Schedule I and II controlled substances for commercial purposes are generally restricted to substances not already available from a domestic supplier or where there is not adequate competition among domestic suppliers. In addition to an importer or exporter registration, importers and exporters must obtain a permit for every import or export of a Schedule I and II substance or Schedule III, IV and V narcotic, and submit import or export declarations for Schedule III, IV and V non-narcotics. In some cases, Schedule III non-narcotic substances may be subject to the import/export permit requirement, if necessary, to ensure that the United States complies with its obligations under international drug control treaties.

For drugs manufactured in the United States, the DEA establishes annually an aggregate quota for the amount of substances within Schedules I and II that may be manufactured or produced in the United States based on the DEA’s estimate of the quantity needed to meet legitimate medical, scientific, research and industrial needs. The quotas apply equally to the manufacturing of the active pharmaceutical ingredient and production of dosage forms. The DEA may adjust aggregate production quotas a few times per year, and individual manufacturing or procurement quotas from time to time during the year, although the DEA has substantial discretion in whether or not to make such adjustments for individual companies.

The states also maintain separate controlled substance laws and regulations, including licensing, recordkeeping, security, distribution, and dispensing requirements. State authorities, including boards of pharmacy, regulate use of controlled substances in each state. Failure to maintain compliance with applicable requirements, particularly as manifested in the loss or diversion of controlled substances, can result in enforcement action that could have a material adverse effect on our business, operations and financial condition. The DEA may seek civil penalties, refuse to renew necessary registrations, or initiate proceedings to revoke those registrations. In certain circumstances, violations could lead to criminal prosecution.

manifested in the loss or diversion of controlled substances, can result in enforcement action that could have a material adverse effect on our business, operations and financial condition. The DEA may seek civil penalties, refuse to renew necessary registrations, or initiate proceedings to revoke those registrations. In certain circumstances, violations could lead to criminal prosecution.

On November 17, 2022, U.S. Senators Cory Booker (D-N.J.) and Rand Paul (R-KY) introduced the Breakthrough Therapies Act, a bipartisan bill that, if passed, would permit the DEA to reclassify a Schedule I drug – defined by the DEA as a drug with “no currently accepted medical use and a high potential for abuse” – that receives a Breakthrough Therapy Designation from the Food and Drug Administration (FDA) to a Schedule II drug under the federal Controlled Substances Act (CSA). Currently, psychedelics, such as LSD, MDMA, psilocybin, and others, are classified as Schedule I substances. The bill has been referred to the Senate Judiciary Committee.

~~Proposed~~The ~~Acquisition~~Phill ofRobot ~~EiVentures~~and ~~Inc~~Milkyway are not subject to FDA regulation and are not marketed as medical devices. They are however, subject to regulation that covers all consumer products.

On May 18, 2022, Mycotopia Therapies Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Agreement”) whereby the Company was to merge with a wholly owned subsidiary of PSLY.com. Simultaneously E.iVentures, Inc. (“E.i”) was to merge with a separate wholly owned subsidiary of PSLY.com.6

On February 16, 2023, the parties to the Agreement mutually agreed to terminate the Agreement and release each other. The preceding description of the termination is qualified in its entirety by reference to the Termination of Agreement and Plan of Merger dated February 16, 2023 and filed as an exhibit to the Company’s Current Report on Form 8-K filed February 22, 2023

Employees

The Company’s only full-time employee is its CEO who is also the CEO of Ehave Inc., of which the Company is a majority owned subsidiary.

ITEM 1A. RISK FACTORS

~~Risks~~We ~~Related~~are not required to ~~Our~~provide ~~Business~~the ~~and~~information ~~Industry~~called for by this item.

The auditors’ report for the years ended December 31, 2022 and 2021, contains an explanatory paragraph about our ability to continue as a going concern.

The report of our auditors on our consolidated financial statements for the years ended December 31, 2022 and 2021, contains an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. We had a net loss of $2,751,452 and $2,820,730 for the years ended December 31, 2022 and 2021, respectively, which raises substantial doubt about our ability to continue as a going concern. Our ability to continue our operations as a going concern is dependent on management’s plans, which includes successfully integrating Mycotopia Therapies, Inc., which was acquired during the fiscal year ended December 31, 2022. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern. Management believes that actions presently being taken will provide the opportunity for us to continue as a going concern.

We have no current business activities that will generate revenues in the near future.

We have no revenue and cannot predict when we will begin to generate revenue. We have recently changed our business plan to that of Mycotopia Therapies, Inc., our wholly owned subsidiary acquired in January 2021.

We may not be able to establish new operations that generate revenue.

Following the Closing, we have changed our business plan. The Company seeks to take advantage of the interest in the use of compounds found in naturally occurring psychoactive compounds for the treatment of mental health issues. As this is a new business there can be no assurance that we will be able to generate revenue in the near term.

Our acquisition strategy may not be successful.

Our growth strategy may be based in part on growth through an acquisition of companies already in the business of investigating the use of Psylocibin and related compounds for the treatment of mental health issues, which poses a number of risks. We may not be successful in identifying appropriate acquisition candidates, consummating an acquisition on satisfactory terms, or adding any newly acquired or expanded business. We may issue additional shares of our common stock, incur long-term or short-term indebtedness, spend cash, or use a combination of these for all or part of the consideration paid in future acquisitions. The execution of our acquisition strategy could entail repositioning or similar actions that in turn require us to record impairments and other charges. Any such charges would reduce our earnings.

Our success depends on the services of our senior executives, the loss of whom could disrupt our operations.

Our ability to maintain our competitive position is dependent to a large degree on the services of our senior management team. We may not be able to retain our existing senior management personnel or attract additional qualified senior management personnel.

We are controlled by our principal shareholder.

As of March 14, 2023, Ehave, Inc. owned approximately 65.9% of our outstanding shares of common stock. Our CEO, Ben Kaplan, is also the CEO of Ehave. We expect our principal shareholder to continue to use its interest in our common stock: to significantly influence the direction of our management, the election of our entire board of directors, and the method and timing of the payment of dividends; to determine substantially all other matters requiring shareholder approval; and to control us. The concentration of our beneficial ownership may have the effect of delaying, deterring, or preventing a change in control, may discourage bids for our common stock at a premium over their market price, and may otherwise adversely affect the market price of our common stock.

Penny stock regulations will impose certain restrictions on resales of our securities, which may cause an investor to lose some or all of its investment.

The U.S. Securities and Exchange Commission has adopted regulations that generally define a “penny stock” to be any equity security that has a market price (as defined) of less than $5.00 per share that is not traded on a national securities exchange or that has an exercise price of less than $5.00 per share, subject to certain exceptions. As a result, our common stock is subject to rules that impose additional sales practice requirements on broker-dealers that sell these securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 together with their spouse). For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of such securities and have received the purchaser’s written consent to the transaction before the purchase. Further, if the price of the stock is below $5.00 per share and the issuer does not have $2.0 million or more net tangible assets or is not listed on a registered national securities exchange, sales of that stock in the secondary trading market are subject to certain additional rules promulgated by the U.S. Securities and Exchange Commission. These rules generally require, among other things, that brokers engaged in secondary trading of penny stocks provide customers with written disclosure documents, monthly statements of the market value of penny stocks, disclosure of the bid and asked prices, and disclosure of the compensation to the broker-dealer and the salesperson working for the broker-dealer in connection with the transaction. These rules and regulations may affect the ability of broker-dealers to sell our common stock, thereby effectively limiting the liquidity of our common stock. These rules may also adversely affect the ability of persons that acquire our common stock to resell their securities in any trading market that may exist at the time of such intended sale.

Our estimated income taxes could be materially different from income taxes that we ultimately pay.

We are subject to income taxes in the United States. Significant judgment and estimation are required in determining our provision for income taxes and related matters. In the ordinary course of our business, there are many transactions and calculations where the ultimate tax determinations are uncertain or otherwise subject to interpretation. Our determination of our income tax liability is always subject to review by applicable tax authorities and we are currently subject to audits in a number of jurisdictions. Although we believe our income tax estimates and related determinations are reasonable and appropriate, relevant taxing authorities may disagree. The ultimate outcome of any such audits and reviews could be materially different from estimates and determinations reflected in our historical income tax provisions and accruals. Any adverse outcome of any such audit or review could have an adverse effect on our financial condition and results of operations.

A variety of new laws, or new interpretations of existing laws, could subject us to claims or otherwise harm our business.

We are subject to a variety of laws in the U.S. and abroad that are costly to comply with, can result in negative publicity and diversion of management time and effort and can subject us to claims or other remedies. Some of these laws, such as income, sales, use, value-added and other tax laws and consumer protection laws, are applicable to businesses generally and others are unique to the various types of businesses in which we are engaged.

Any failure on our part to comply with applicable laws may subject us to additional liabilities, which could adversely affect our business, financial condition and results of operations. In addition, if the laws to which we are currently subject are amended or interpreted adversely to our interests, or if new adverse laws are adopted, our products and services might need to be modified to comply with such laws, which would increase our costs and could result in decreased demand for our products and services to the extent that we pass on such costs to our customers. Specifically, in the case of tax laws, positions that we have taken or will take are subject to interpretation by the relevant taxing authorities. While we believe that the positions we have taken to date comply with applicable law, there can be no assurances that the relevant taxing authorities will not take a contrary position, and if so, that such positions will not adversely affect us. Any events of this nature could adversely affect our business, financial condition and results of operations.

We may fail to adequately protect our intellectual property rights or may be accused of infringing the intellectual property rights of third parties.

We regard our intellectual property rights, including trademarks, domain names, trade secrets, copyrights and other similar intellectual property, as critical to our success. We intend, in due course, subject to legal advice, to apply for trademark, copyright and/or patent protection in the United States and other jurisdictions. We regard our intellectual property, including our software and trademark, as valuable assets and intend to vigorously defend them against infringement. Effective trademark protection may not be available or may not be sought in every country in which products and services are made available and contractual disputes may affect the use of marks governed by private contract. We have reserved and registered certain domain names, however not every variation of a domain name may be available or be registered, even if available.

While there can be no assurance that registered trademarks and copyrights will protect our proprietary information, we intend to assert our intellectual property rights against any infringer. Although any assertion of our rights can result in a substantial cost to, and diversion of effort by, our Company, management believes that the protection of our intellectual property rights is a key component of our operating strategy.

We also rely upon trade secrets and certain copyrightable and patentable proprietary technologies.

We will rely on a combination of laws and contractual restrictions with employees, customers, suppliers, affiliates and others to establish and protect our various intellectual property rights. For example, we plan to apply to register and renew, or secure by contract where appropriate, trademarks and service marks as they are developed and used, and continue to reserve, register and renew domain names as we deem appropriate.

We also plan to apply for copyrights and patents or for other similar statutory protections as we deem appropriate, based on then current facts and circumstances. No assurances can be given that any copyright or patent application we file will result in a copyright or patent being issued, or that any future copyright or patent will afford adequate protection against competitors and similar technologies. In addition, no assurances can be given that third parties will not create new products or methods that achieve similar results without infringing upon copyrights or patents we may own in the future.

Despite these measures, our intellectual property rights may still not be protected in a meaningful manner, challenges to contractual rights could arise or third parties could copy or otherwise obtain and use our intellectual property without authorization. The occurrence of any of these events could result in the erosion of our brands and limitations on our ability to control marketing on or through the internet using our various domain names, as well as impede our ability to effectively compete against competitors with similar technologies, any of which could adversely affect our business, financial conditions and results of operations.

From time to time, we may be subject to legal proceedings and claims in the ordinary course of business, including claims of alleged infringement of trademarks, copyrights, patents and other intellectual property rights held by third parties. In addition, litigation may be necessary in the future to enforce our intellectual property rights, protect our trade secrets or to determine the validity and scope of proprietary rights claimed by others. Any litigation of this nature, regardless of outcome or merit, could result in substantial costs and diversion of management and technical resources, any of which could adversely affect our business, financial condition and results of operations. Patent litigation tends to be particularly protracted and expensive.

If we fail to effectively manage our growth, our business and operating results could be harmed.

If we experience rapid growth in our headcount and operations, it will place significant demands on our management, operational and financial infrastructure. We intend to continue to make substantial investments to expand our operations, research and development, sales and marketing and general and administrative organizations. We face significant competition for employees, particularly engineers, designers and product managers, from other high-growth companies, which include both publicly-traded and privately-held companies, and we may not be able to hire new employees quickly enough to meet our needs. To attract highly skilled personnel, we will need to continue to offer, highly competitive compensation packages. As we continue to grow, we are subject to the risks of over-hiring, over-compensating our employees and over-expanding our operating infrastructure, and to the challenges of

integrating, developing and motivating a rapidly growing employee base. If we fail to effectively manage our hiring needs and successfully integrate new hires, our efficiency and ability to meet our forecasts and our employee morale, productivity and retention could suffer, and our business and operating results could be adversely affected.

We will depend on highly skilled personnel to grow and operate our business, and if we are unable to hire, retain and motivate its personnel, we may not be able to grow effectively.

Our future success will depend upon our continued ability to identify, hire, develop, motivate and retain highly skilled personnel, including senior management, engineers, designers and product managers. Our ability to execute efficiently is dependent upon contributions from our employees, in particular our senior management team. We do not maintain key person life insurance for any employee. In addition, from time to time, there may be changes in our senior management team that may be disruptive to our business. If our senior management team, including any new hires that we may make, fails to work together effectively and to execute our plans and strategies on a timely basis, our business could be harmed. Our growth strategy also depends on our ability to expand our organization with highly skilled personnel. Identifying, recruiting, training and integrating qualified individuals will require significant time, expense and attention. Since competition for highly skilled personnel is intense, we may need to invest significant amounts of cash and equity to attract and retain new employees and we may never realize returns on these investments. If we are not able to effectively add and retain employees, our ability to achieve our strategic objectives will be adversely impacted, and our business will be harmed.

Risks Related to Our Company

Common Stock

Trading of our stock is restricted by the Securities Exchange Commission’s penny stock regulations, which may limit a stockholder’s ability to buy and sell our common stock.

The Securities and Exchange Commission has adopted regulations which generally define “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our common stock securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”. The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the Securities and Exchange Commission, which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

FINRA sales practice requirements may also limit a stockholder’s ability to buy and sell our stock.

In addition to the “penny stock” rules described above, the Financial Industry Regulatory Authority (known as “FINRA”) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information.

Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

Our common stock price has been volatile, and your investment could lose value.

The trading price of our common stock has been volatile and could be subject to wide fluctuations due to various factors. The timing of announcements in the public market regarding new products, product enhancements or technological advances by us or our competitors, and any announcements by us or our competitors of acquisitions, major transactions or management changes could also affect our stock price. Our stock price is subject to speculation in the press and the analyst community, changes in recommendations or earnings estimates by financial analysts, changes in investors’ or analysts’ valuation measures for our stock and market trends unrelated to our performance. A significant drop in our stock price could also expose us to the risk of securities class action lawsuits, which could result in substantial costs and divert management’s attention and resources, which could adversely affect our business. Moreover, if the per share trading price of our common stock declines significantly, you may be unable to resell your shares at or above the public offering price. We cannot assure you that the per share trading price of our common stock will not fluctuate or decline significantly in the future.

The trading volume of our common stock has been low, and the sale of a substantial number of shares in the public market could depress the price of our common stock.

Our common stock is traded on the OTC Markets Group marketplace and historically has had a low average daily trading volume relative to many other stocks. Thinly traded stocks can have more price volatility than stocks trading in an active public market, which can lead to significant price swings even when a relatively small number of shares are being traded and can limit an investor’s ability to quickly sell blocks of stock. If there continues to be low average daily trading volume or price in our common stock investors may be unable to quickly liquidate their investments or at prices investors consider to be adequate.

Because our common stock is quoted and traded on the OTC Markets Group marketplace, short selling could increase the volatility of our stock price.

Short selling occurs when a person sells shares of stock which the person does not yet own and promises to buy stock in the future to cover the sale. The general objective of the person selling the shares short is to make a profit by buying the shares later, at a lower price, to cover the sale. Significant amounts of short selling, or the perception that a significant amount of short sales could occur, could depress the market price of our common stock. In contrast, purchases to cover a short position may have the effect of preventing or retarding a decline in the market price of our common stock, and together with the imposition of the penalty bid, may stabilize, maintain or otherwise affect the market price of our common stock. As a result, the price of our common stock may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued at any time. These transactions may be effected on the OTC Markets Group marketplace or any other available markets or exchanges. Such short selling if it were to occur could impact the value of our stock in an extreme and volatile manner to the detriment of our shareholders.

Risks Relating to the Early Stage of our Company and Ability to Raise Capital

We are at a very early stage and our success is subject to the substantial risks inherent in the establishment of a new business venture.

The implementation of our business strategy is in a very early stage and subject to all of the risks inherent in the establishment of a new business venture. Accordingly, our intended business and prospective operations may not prove to be successful in the near future, if at all. Any future success that we might enjoy will depend upon many factors, many of which are beyond our control, or which cannot be predicted at this time, and which could have a material adverse effect upon our financial condition, business prospects and operations and the value of an investment in our company.

We expect to suffer continued operating losses and we may not be able to achieve profitability.

We expect to continue to incur significant development and marketing expenses in the foreseeable future related to the launch and commercialization of our products and services. As a result, we will be sustaining substantial operating and net losses, and it is possible that we will never be able to achieve profitability.

We may have difficulty raising additional capital, which could deprive us of necessary resources.

In order to support the initiatives envisioned in our business plan, we will need to raise additional funds through public or private debt or equity financing, collaborative relationships or other arrangements. Our ability to raise additional financing depends on many factors beyond our control, including the state of the capital markets, the market price of our common stock, and the development of competitive projects by others. Because our common stock is not listed on a major stock market, many investors may not be willing or allowed to purchase our common shares or may demand steep discounts. Sufficient additional financing may not be available to us or may be available only on terms that would result in further dilution to the current owners of our common stock.

If we are unsuccessful in raising additional capital, or the terms of raising such capital are unacceptable, we may have to modify our business plan and/or significantly curtail our planned activities. If we are successful raising additional capital through the issuance of additional equity, our investor’s interests will be diluted.

There are substantial doubts about our ability to continue as a going concern and if we are unable to continue our business, our shares may have little or no value.

Our ability to become a profitable operating company is dependent upon our ability to generate revenues and/or obtain financing adequate to implement our business plan. Achieving a level of revenues adequate to support our cost structure, our continued operating losses and our net cash used in operations has raised substantial doubts about our ability to continue as a going concern. We plan to attempt to raise additional equity capital by issuing shares and, if necessary through one or more private placement or public offerings, and via the securities purchase agreement/equity line financing. However, the doubts raised relating to our ability to continue as a going concern may make our shares an unattractive investment for potential investors. These factors, among others, may make it difficult to raise any additional capital.

Failure to effectively manage our growth could place additional strains on our managerial, operational and financial resources and could adversely affect our business and prospective operating results.

Our anticipated growth is expected to continue to place a strain on our managerial, operational and financial resources. Further, as we expand our user and advertiser base, we will be required to manage multiple relationships. Any further growth by us, or an increase in the number of our strategic relationships will increase this strain on our managerial, operational and financial resources. This strain may inhibit our ability to achieve the rapid execution necessary to implement our business plan, and could have a material adverse effect upon our financial condition, business prospects and prospective operations and the value of an investment in our company.

ITEM 1B. UNRESOLVED STAFF COMMENTS

~~We are not required to provide the information called for by this item~~None.

ITEM 1C. CYBERSECURITY

The safeguarding of our digital and physical assets against cybersecurity threats is a cornerstone of our operational integrity and reliability. Recognizing the sophisticated and ever-evolving nature of cyber threats, we have instituted a robust cybersecurity framework that not only aims to protect our systems and data but also ensures the resilience of our operations against potential cyber-attacks.

Cybersecurity Protocols and Practices

AIBotics employs a multi-layered cybersecurity strategy that encompasses various protocols and best practices, designed to defend against a wide array of cyber threats:

·Multifactor Authentication (MFA): To ensure the security of user accounts, we implement MFA across our digital platforms. This approach adds an additional layer of security by requiring two or more verification factors, significantly reducing the risk of unauthorized access.

·Limited Physical Access to Local Servers and Company's NAS: We enforce strict physical security measures to safeguard our local servers and Network Attached Storage (NAS) devices. Access to these critical assets is restricted to authorized personnel only, thereby mitigating the risk of physical tampering or data theft.

·Employee Training for Cybersecurity: Recognizing that human error can often be a cybersecurity vulnerability, we provide comprehensive cybersecurity training to our employees. This training covers essential practices such as recognizing phishing attempts, securing sensitive information, and adhering to our internal cybersecurity policies.

·Credential Management and Rotation: To prevent unauthorized access stemming from compromised credentials, we implement rigorous credential management and rotation policies. These measures include regularly updating passwords and access keys, ensuring that former employees' access rights are promptly revoked, and employing advanced credential management systems.

·Anti-Phishing Training: Our employees undergo targeted anti-phishing training to identify and respond appropriately to phishing attempts. This training is crucial in cultivating a vigilant and informed workforce capable of recognizing and thwarting phishing attacks.

·Periodical Viruses Analysis: We conduct regular scans and analyses for viruses and malware across our network. This proactive approach enables us to detect and neutralize potential threats before they can inflict harm.

·Software with Latest Security Updates: Our IT infrastructure is maintained with up-to-date software, including the latest security patches. This policy helps protect against vulnerabilities that could be exploited by cybercriminals.

·Avoid Sharing Confidential Files Outside the Organization: We enforce strict data handling policies to prevent the sharing of confidential files outside the organization. This includes the use of encrypted communication channels and secure data storage solutions.

·Scanning Third-Party Emails and Attachments: To mitigate the risk of email-based threats, all incoming emails and attachments from third parties are scanned for malicious content. This ensures that potentially harmful materials are identified and quarantined before they can reach the end user.

·IT Staff Authorization for Software Installations and Updates: To maintain the integrity of our IT environment, only authorized IT staff are permitted to install or update software on the company’s computers. This control prevents the introduction of unauthorized or potentially malicious software.

·Additional Measures and Good Practices

In addition to the aforementioned protocols, we are committed to continuous improvement and adaptation of our cybersecurity measures to counter new threats. This includes engaging in threat intelligence sharing with industry partners, conducting regular cybersecurity risk assessments, and implementing a comprehensive incident response plan to quickly address and mitigate the impact of any cybersecurity incidents.

Governance and Oversight

Our cybersecurity strategy is governed by a dedicated cybersecurity team, under the leadership of the Chief Information Security Officer (CISO). This team is responsible for the continuous monitoring and improvement of our cybersecurity posture. Furthermore, our Board of Directors regularly reviews our cybersecurity strategies and policies, ensuring they align with our overall business objectives and the evolving cybersecurity landscape.

ITEM 2. PROPERTIES

We do not ~~have~~currently own any ~~material~~physical ~~interests~~properties inand ~~any~~operate ~~property~~virtually. We do not currently have other leased offices.

15We believe that our facilities are adequate to meet our needs for the immediate future, and that, should it be needed, suitable space will be available to accommodate any such expansion of our operations.

ITEM 3. LEGAL PROCEEDINGS

From time to time, we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business. We are not presently a party to any legal proceedings that, if determined adversely to us, would individually or taken together have a material adverse effect on our business, operating results, financial condition, or cash flows. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors.

ITEM 4. MINE SAFETY DISCLOSURES

This item is not applicable to our business.

PART II

Market Information

Our common stock is quoted on the Pink tier of the OTC Markets Group under the trading symbol “~~TWGL~~TPIA.” These over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down, or commission, and may not necessarily represent actual transactions. Since our inception, the sporadic trading activity in our common stock and the price fluctuations have been volatile, and we cannot assure that any market for our common stock will be maintained.

We have approximately 97112 stockholders of record of our common stock. As of ~~March~~April 2712, ~~2023~~2024, we had 14,~~858~~896,~~357~~791 shares of common stock outstanding.

Holders of shares of common stock are entitled to receive dividends for our common stock when, as, and if declared by the board of directors out of funds legally available therefor. We have not paid any dividends on our common stock and intend to retain earnings, if any, to finance the development and expansion of our business. Future dividend policy is subject to the discretion of the board of directors and will depend upon a number of factors, including future revenues, capital requirements, overall financial condition, and such other factors as our board of directors deems relevant.

Our shares of common stock are subject to the “penny stock” and other rules of the Securities Exchange Act of 1934, as amended (“Exchange Act”). In general terms, “penny stock” is defined as any equity security that has a market price less than $5.00 per share that is not traded on a national securities exchange or that has an exercise price of less than $5.00 per share, subject to certain exceptions. As a result, our common stock is subject to rules that impose additional sales practice requirements on broker-dealers that sell these securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 together with their spouse).

Transactions covered by these rules are subject to additional sales practice requirements, including the broker-dealer must make a special suitability determination for the purchase of these securities and have received the purchaser’s written consent to the transaction before the purchase. These rules may restrict the ability of broker-dealers to trade or maintain a market in our common stock, to the extent it is penny stock, and may affect the ability of stockholders to sell their shares.

Equity Compensation Plan

We do not have any securities authorized under equity compensation plans.

Recent Sales of Unregistered Securities

~~None~~ On August 27, 2021, the Company issued a lender (“Lender A”) a convertible note payable with principal of $500,000 and an original issue discount of $50,000. The note matures after 24 months and has an effective interest rate of 8%.

On January 21, 2022, the Company issued a lender (“Lender E”) a convertible note payable with principal of $325,000 and an original issue discount of $75,000. The note matures after 24 months and has an effective interest rate of 8%. In conjunction with note the Company issued 325,000 warrants to purchase common stock.

On January 21, 2022, the Company issued 250,000 shares of common stock to a related party and majority shareholder, Benjamin Kaplan, as part of his compensation for services rendered in accordance with his Agreement (Note 7) for services rendered as CEO.

On January 24, 2022, the Company issued 12,500 shares of common stock to a consultant for services rendered valued at $38,188.

On March 17, 2022, the Company issued 59,622 shares of common stock valued at $86,250 as stock-based compensation for consulting services rendered.

On May 5, 2023, the Company issued 38,434 shares of common stock to settle $43,750 of accrued expenses.

ITEM 6. SELECTED FINANCIAL DATA

We are not required to provide the information called for by this item.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

The following discussion of our financial condition and results of operations should be read in conjunction with the audited financial statements and the notes to those statements included elsewhere in this report. This discussion contains forward-looking statements that involve risks and uncertainties. You should specifically consider the various risk factors identified in this report that could cause actual results to differ materially from those anticipated in these forward-looking statements.

Results of Operations and Financial Condition for the Year Ended December 31, 2023 as Compared to the Year Ended December 31, 2022

Comparison of Years Ended December 31, 2022 and 2021

Sales and Cost of Sales

~~Due~~We ~~to the termination of our fresh produce business, we~~ did not have any revenue or cost of revenue from operations for the years ended December 31, ~~2022~~2023 and ~~2021~~2022.

Operating Expenses from Operations

Operating expenses from operations for the years ended December 31, ~~2022~~2023 and ~~2021~~2022, consisted solely of general and administrative expenses ~~of $ 1,875,919 and $2,669,109, respectively~~. General and administrative expenses consisted primarily of consulting fees, stock-based compensation, board compensation, and legal and professional services. ~~Our~~For ~~decrease~~the inyear ~~general~~ended ~~and~~December ~~administrative~~31, ~~expenses~~2023 iscompared to the ~~result~~year ofended ~~decrease~~December ~~administrative~~31, ~~costs~~2022 ~~due~~our togeneral and administrative expense decreased ~~compliance~~by ~~costs~~$1,119,612, or 64%, from $1,736,336 to $616,724. The ~~Company~~decrease ~~has~~in ~~employed~~general ~~cost~~and ~~savings~~administrative ~~strategies~~expenses aswas wethe ~~seek~~result toof ~~find~~decreased ~~another~~stock ~~active~~compensation ~~business~~expenses ~~that~~and ~~may~~decreased becompliance ~~interested~~costs inresulting ~~acquiring~~from uscost saving initiatives that we implemented.

Other ~~Income (~~Expense)

Other expense ~~of $875,533 and $151,621~~ for the years ended December 31, ~~2022~~2023 and ~~2021,~~2022 ~~respectively,~~was ~~consisted~~composed of interest expense ~~from convertible notes with debt discounts~~ and interest expense from related parties.

For the year ended December 31, 2023 compared to the year ended December 31, 2022 our interest expense decreased $303,707, or 35%, from $868,330 to $564,623. The decrease primarily resulted from a lowered rate of debt discount amortization from the Company’s convertible notes. However, the decrease was offset by an increased interest expense due to the default interest accrued on the Company’s note payables in default.

For the year ended December 31, 2023 compared to the year ended December 31, 2022 our interest expense from related parties decreased $7,203, or 100%, from $7,203 to $0. The decrease was a result of the repayment of the Company’s related party convertible note payables during the year ended December 31, 2022.

Net Loss

WeFor ~~had a net loss for~~ the years ended December 31, ~~2022~~2023 and ~~2021,~~2022 we had a net loss of $21,~~751~~181,~~452~~347 and $2,~~820~~611,~~730~~869, respectively.

Liquidity and Capital Resources

AsLiquidity ofis ~~December~~the ~~31,~~ability ~~2022,~~of wean ~~had~~enterprise ~~working~~to ~~capital~~generate ~~deficiency~~adequate amounts of ~~$378,614~~cash ~~down~~to ~~from~~meet ~~working~~its ~~capital~~needs offor ~~$961,149~~cash asrequirements. As of December 31, ~~2021.~~2023, ~~Our~~we ~~current~~had ~~assets of~~ $~~385~~279,~~899~~134 ~~consisted~~in ~~solely~~cash ofand cash, ~~while~~equivalents ~~our~~compared ~~current~~to ~~liabilities~~$385,899 ~~consisted~~at ~~predominantly~~December ~~of accrued interest~~31, ~~convertible notes payable~~2022, ~~and~~ a ~~shareholder~~decrease ~~loan.~~of We$106,765 ~~had~~resulting anprimarily ~~accumulated~~from ~~deficit~~operating ofexpenses. ~~$5,601,356~~As as of December 31, ~~2022~~2023, anwe ~~increase~~had ~~from~~undiscounted anobligations ~~accumulated~~in ~~deficit~~the amount of approximately $~~2,849,904~~1.1 asmillion relating to the payment of ~~December~~indebtedness ~~31,~~due ~~2021~~within one year.

17As of December 31, 2023, we had a working capital deficiency of $3,968,589 down from a working capital deficiency of $378,614 as of December 31, 2022. At December 31, 2023 our current assets were $279,134 and consisted solely of cash. At December 31, 2023 our current liabilities were $4,247,723 and consisted predominantly of accrued interest, convertible notes payable, and shares to be issued. We had an accumulated deficit of $8,960,981 as of December 31, 2023, an increase from an accumulated deficit of $7,779,634 as of December 31, 2022.

~~Operating~~Our ~~activities~~monthly ~~used~~operating ~~net~~costs ~~cash~~averaged ofapproximately $~~656~~36,~~620~~000 per month for the year ended December 31, ~~2022~~2023, asexcluding ~~compared~~capital toexpenditures. ~~using~~We ~~net~~did ~~cash~~not ofhave ~~$235,482~~capital ~~for~~expenditures during the year ended December 31, ~~2021~~2023. ~~Investing activities used net cash of $0 and $2~~However,~~746,~~ ~~respectively,~~we ~~for~~did ~~the~~acquire ~~years~~new ~~ended~~intangible ~~December~~assets ~~31, 2022 and 2021. Cash provided by (used~~ in) ~~financing~~exchange ~~activities was $(225,000)~~ for the ~~year~~issuance ~~ended~~of ~~December~~preferred ~~31,~~shares. ~~2022,~~We asplan ~~compared~~ to ~~$1,395,000~~fund ~~for~~our ~~the~~operations ~~year~~with ~~ended~~our ~~December 31, 2021. We had a~~ cash ~~balance~~on ofhand ~~$385,899~~ and ~~$1,267,519~~additional ~~as of December 31, 2022 and 2021, respectively~~financing.

~~Our~~Cash monthly operating costs averaged approximately $55,000 per month for the year ended December 31, 2022, excluding capital expenditures. We plan to fund our operations with our cash on hand and additional financing.Flows

Our consolidated financial statements have been prepared assuming we will continue as a going concern. Our ability to continue our operations as a going concern is dependent on management’s plans, which includes successfully integrating Mycotopia Therapies, Inc. which was acquired subsequent to December 31, 2020. The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should we be unable to continue as a going concern.

	Years Ended December 31,
	2023			2022
Net cash used in operating activities	$	(106,765	)	$	(656,620	)
Net cash provided by investing activities		-			-
Net cash used in financing activities		-			(225,000	)
Net decrease in cash	$	(106,765	)	$	(881,620	)

Operating activities used net cash of $106,765 for the year ended December 31, 2023, as compared to using net cash of $656,620 for the year ended December 31, 2022. For the year ended December 31, 2023, cash used in operating activities was primarily driven by our net loss of $1,181,347; offset primarily by the amortization of debt discounts, the increase in related party accrued expenses, and the increase in accounts payable and accrued expenses. For the year ended December 31, 2022, cash used in operating activities was primarily driven by our net loss of $2,611,869; offset primarily by stock-based compensation, the amortization of debt discounts, and the increase in accounts payable and accrued expenses.

Investing activities used net cash of $0 for the years ended December 31, 2023 and 2022. Cash used in financing activities was $0 and $225,000 for the years ended December 31, 2023, and 2022, respectively. We did not pay any cash for income taxes during the years ended December 31, 2023 and 2022. Cash paid for interest was $0 and $17,542 for the years ended December 31, 2023 and 2022, respectively.

not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should we be unable to continue as a going concern.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Critical Accounting Policies

We have identified the policies outlined below as critical to our business operations and an understanding of our results of operations. The list is not intended to be a comprehensive list of all of our accounting policies. In many cases, the accounting treatment of a particular transaction is specifically dictated by generally accepted accounting principles in the United States, with no need for management’s judgment in their application. The impact and any associated risks related to these policies on our business operations is discussed throughout Management’s Discussion and Analysis of Financial Condition and Results of Operations when such policies affect our reported and expected financial results. For a detailed discussion on the application of these and other accounting policies, see the notes to our December 31, ~~2022~~2023, financial statements. Note that our preparation of the financial statements requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of our financial statements, and the reported amounts of revenue and expenses during the reporting period. We cannot assure that actual results will not differ from those estimates.

Intangible assets, net

The Company’s intangible assets include finite lived assets. Finite lived intangible assets, consisting of intellectual property are amortized on a straight-line basis over the estimated useful lives of the assets.

Finite lived intangible assets are tested for impairment when events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. An impairment loss is recognized if the sum of the expected long-term undiscounted cash flows the asset is expected to generate is less than its carrying amount. Actual future cash flows may differ from the estimates used in the impairment testing.

Use of estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. These estimates and assumptions are reviewed on an on-going basis and updated as appropriate. Actual results could differ from those estimates. The Company’s estimates include the ~~allowance for doubtful accounts and~~ useful lives of property plant and equipment.

~~Depreciation~~The depreciation of equipment and is dependent upon estimates of useful lives and residual values, both of which are determined through the exercise of judgement. The assessment of any impairment of these assets is dependent upon estimates of recoverable amounts that consider factors such as economic/market conditions and the useful lives of assets.

Stock Based Compensation

We follow ASC Topic 718, Compensation–Stock Compensation, which prescribes accounting and reporting standards for all share-based payment transactions in which employee and non-employee services are acquired. Share-based payments to employees and non-employees, including grants of stock options, are recognized as compensation expense in the financial statements based on their fair values on the grant date. That expense is recognized over the period required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

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period required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

Recently Issued Accounting Pronouncements

Recently issued accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that require adoption and that do not require adoption until a future date are not expected to have a material impact on our financial statements upon adoption.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are not required to provide the information called for by this item.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Our consolidated financial statements, including the Report of Independent Registered Public Accounting Firm on our consolidated financial statements, are included beginning on page F-1 of this report, which are incorporated herein by reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

ON ACCOUNTING AND FINANCIAL DISCLOSURE

~~None~~On March 21, 2024, Mycotopia Therapies, Inc. was notified by its independent registered public accounting firm, Pinnacle Accountancy Group of Utah (“Pinnacle”) that they were resigning. During the fiscal year ended December 31, 2022, and the quarterly periods through September 30, 2023, there were no (i) disagreements between the Company and Pinnacle on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, any of which, if not resolved to Pinnacle’s satisfaction, would have caused Pinnacle to make reference thereto in its audit report on the financial statements of the Company for such period, or (ii) reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K. There were no disputes or disagreements between the Company and Pinnacle during the time it was the Company’s independent registered public accounting firm through the date of resignation.

The Company’s Board of Directors appointed Fruci & Associates II, PLLC (“Fruci”) as its new independent registered public accounting firm, effective as of March 21, 2024. During the two most recent fiscal years and through the date of the Company’s engagement of Fruci, the Company did not consult with Fruci regarding either (1) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, or (2) any matter that was either the subject of a disagreement (as defined in Regulation S-K Item 304(a)(1)(v)), during the two most recent fiscal years.

Prior to engaging Fruci, Fruci did not provide the Company with either written or oral advice that was an important factor considered by the Company in reaching a decision to engage Heaton as its independent accounting firm.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit to the U.S. Securities and Exchange Commission under the Exchange Act, is recorded, processed, summarized, and reported within the time periods specified by the Securities and Exchange Commission’s rules and forms, and that information is accumulated and communicated to our management, including our principal executive and principal financial officer (whom we refer to in this periodic report as our Certifying Officer), as appropriate to allow timely decisions regarding required disclosure. Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our management evaluated, with the participation of our Certifying Officer, the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of December 31, ~~2022~~2023, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our Certifying Officer concluded that, as of December 31, ~~2022~~2023, our disclosure controls and procedures were not effective at the reasonable assurance level.

Management’s Report on Internal Control over Financial Reporting

Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. There has been no change in our internal control over financial reporting during the year ended December 31, ~~2022~~2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Our management, including our Certifying Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of the controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected.

19We have assessed the effectiveness of those internal controls as of December 31, 2023, using the Committee of Sponsoring Organizations of the Treadway Commission Internal Control—Integrated Framework (2013) as a basis for our assessment. Based on this evaluation, our Certifying Officer concluded that our internal control over financial reporting was not effective as of December 31, 2023.

can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of the controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected.

We have assessed the effectiveness of those internal controls as of December 31, 2022, using the Committee of Sponsoring Organizations of the Treadway Commission Internal Control—Integrated Framework (2013) as a basis for our assessment. Based on this evaluation, our Certifying Officer concluded that our internal control over financial reporting was not effective as of December 31, 2022.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the U.S. Securities and Exchange Commission that permit us to provide only management’s report in this annual report.

ITEM 9B. OTHER INFORMATION

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors and Executive Officers

The following sets forth the name, age, tenure, and principal business experience of each of our executive officers and directors:

Name	Age	Title	Tenure
Ben Kaplan (1)	5253	President, Chief Executive and Financial Officer, Director	Since 2021
Mark Croskery (1)	4041	Director	Since 2021

(1)Ben Kaplan was appointed as director and CEO and Mark Croskery was appointed as a director on January 20, 2021. Mark Williams and Colin Gibson resigned their respective positions on the same date.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors, executive officers, and persons that own more than 10% of a registered class of our equity securities to file with the U.S. Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of our equity securities. Officers, directors, and greater than 10% stockholders are required to furnish us with copies of all Section 16(a) forms they file.

Based solely upon a review of Forms 3, 4, and 5 and amendments thereto filed with the U.S. Securities and Exchange Commission since our registration statement on Form 10 became effective, no person that, at any time during the most recent fiscal year, was a director, officer, beneficial owner of more than 10% of any class of our equity securities, or any other person known to be subject to Section 16 of the Exchange Act failed to file, on a timely basis, reports required by Section 16(a) of the Securities Exchange Act.

required by Section 16(a) of the Securities Exchange Act, except that our former chief executive officer and director Mark D. Williams failed to report the transfer of 143,049 shares of his stock to his grandchildren.

Code of Ethics

We have adopted a Code of Ethics that applies to all of our employees, including our principal executive officer, principal financial officer, and principal accounting officer, a copy of which is included as an exhibit to this report.

Committees of the Board

We currently do not have nominating, compensation, or audit committees or committees performing similar functions and we do not have a written nominating, compensation, or audit committee charter. Our board of directors believes that it is not necessary to have these committees, at this time, because the directors can adequately perform the functions of such committees.

ITEM 11. EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth, for each of our last two completed fiscal years, the dollar value of all cash and noncash compensation earned by any person who was our principal executive officer and each of our three most highly compensated other executive officers or persons who were serving in such capacities during the preceding fiscal year (“Named Executive Officers”):

Name and Principal Position	Year Ended Dec. 31	Salary ($)	Bonus ($)	Stock Award(s) ($)	Option Awards ($)	Non Equity Incentive Plan Compen- sation	Change in Pension Value and Non-Qualified Deferred Compen- sation Earnings ($)	All Other Compen- sation ($)	Total ($)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)
Ben Kaplan	~~2022~~2023	$~~576~~288,000	-	-	-635	-	-	-	$~~576~~288,~~000~~635
	2021	-	-	-	-	-	-	-	-
	2022	$288,000	-	-	148,417	-	-	-	$436,417

Executive Employment Agreements

~~On November 17, 2021,~~ Mycotopia ~~entered into an Executive~~ Consulting Agreement ~~(the “Kaplan Agreement”)~~ with ~~Benjamin Kaplan (“Kaplan”) pursuant to which Kaplan was appointed as CEO of Mycotopia. The initial term of~~ the Kaplan Agreement is thirty-six (36) months, and, subject to certain termination provisions, the Agreement will automatically renew for an additional twelve (12) month period. Mycotopia is obligated to pay Kaplan in the following manner under the Kaplan Agreement: (i) A consulting fee of $24,000 per month for services performed, for a total compensation of $288,000 payable for each twelve (12) month period, (ii) Bonus compensation milestones by offering Kaplan a Warrant to purchase that number of shares of common stock of the Company equal to 5% of the issued and outstanding common shares, on a fully diluted basis, (iii) A significant transaction stock grant whereby Kaplan shall be granted that number of shares of common stock or a new series of preferred shares of the Company, that is convertible into common stock of the Company equal to 5% of the value of all of the consideration, including any stock, cash, or debt, of such completed transaction. As of December 31, 2022 and 2021, the Company accrued $288,000 and $0, respectively, related to the Kaplan Agreement. CEO

21On November 17, 2021, Mycotopia entered into an Executive Consulting Agreement (the “Mycotopia Consulting Agreement”), with Benjamin Kaplan (“BK”) to serve as the Company’s CEO for an initial term of 36 months. As of December 31, 2023 and 2022, the Company had cash compensation outstanding as accrued expense - related party due to the Mycotopia Consulting Agreement of $576,000 and $288,000, respectively. During the years ended December 31, 2023 and 2022, the Company recognized $635 and $148,417, respectively, of stock-based compensation from Warrants issued in connection with the Mycotopia Consulting Agreement. The Company records stock-based compensation on the consolidated income statement as general and administrative expense.

Significant terms of the Mycotopia Consulting Agreement are as follows:

Annual Base Consulting Fee

Every calendar month the Company will pay the CEO a consulting fee of $28,000, with an annual total fee of $288,000.

Bonus Compensation Milestones

BK was granted a Warrant to purchase that number of shares of Mycotopia common stock equal to 5% of the issued and outstanding Mycotopia common shares, on a fully diluted basis. The Warrant had an exercise price of $0.01 per share and expired on November 16, 2023.

During the years ended December 31, 2023 and 2022, the Company issued 1,922 and 63,718, respectively, vested Mycotopia warrant shares in accordance with the Warrant valued at $635 and $148,417, respectively (see Note 7 – Stockholders’ Equity).

The Company will pay the CEO a bonus in Mycotopia restricted stock or restricted stock units based on the following EBITDA milestones. As of December 31, 2023, no EBITDA milestones were met, and no amounts have been recorded for the bonus milestones.

Bonus		EBITDA Milestones
$	100,000	1st $1,000,000
$	100,000	2nd $1,000,000
$	100,000	3rd $1,000,000
$	100,000	4th $1,000,000
$	100,000	5th $1,000,000

The Company will pay the CEO a bonus in restricted stock or restricted stock units based on the following Mycotopia market capitalization by maintaining the below market cap for Mycotopia for a period of 22 consecutive trading days:

Bonus (Shares)	Market Capitalization Milestone
250,000	$	30,000,000
250,000	$	40,000,000
250,000	$	60,000,000
250,000	$	80,000,000
250,000	$	100,000,000

Stock Grants – Significant Transactions

Upon the Company closing a Significant Transaction, the CEO shall be granted shares of Mycotopia common stock or a new series of Mycotopia preferred shares that is convertible into Mycotopia common stock equal to 5% of the value of all the consideration, including any stock, cash or debt of such completed transaction. A “Significant Transaction” shall mean a financing of at least $500,000 or the closing of an acquisition with a valuation of at least $1,000,000 for Mycotopia. During the years ending December 31, 2023 and 2022, the Company did not grant any shares in relation to a Significant Transaction.

Outstanding Equity Awards at Fiscal Year End

Other than pursuant to the Kaplan Agreement, we do not have any outstanding equity awards, pension plans, or other pension benefits, and there are no potential change-of-control payouts to any person.

Other than pursuant to the Kaplan Agreement, we do not provide any long-term incentives, any stock options or awards, or any kind of additional equity awards.

Director Compensation

Two members of our board of directors received compensation during the current fiscal year. The two board members received a total compensation of $100,000 and $60,000 per annum, paid in equal quarterly installments respectively. The payment can be made in either cash or shares of the Company’s common stock. In ~~2022~~2023 and ~~2021~~2022, the company incurred expenses of $160,000 and $160,000, respectively.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information, as of December 31, 2022, respecting the beneficial ownership of our outstanding common stock by: (i) any holder of more than 5%; (ii) each of the Named Executive Officers (defined as any person who was principal executive officer during the preceding fiscal year and each other highest compensated executive officers earning more than $100,000 during the last fiscal year) and directors; and (iii) our directors and Named Executive Officers as a group, based on 14,~~858~~896,~~357~~791 shares of common stock outstanding:

Name of Person or Group(1)	Nature of Ownership	Amount	Percent
Principal Stockholders:
Ehave Inc.	Common stock	9,793,754	65.9%
Ehave Inc.2	Common stock	9,793,754	65.7%
Directors:
Ben Kaplan2	Common Stock	250,000	1.7%
Mark Croskery	Common Stock	16,912	<1%
All Executive Officers and Directors as a Group (1 persons):	Common Stock	266,912	1.8%
Mark D. Williams	Common stock	999,997	6.7%

_______________

(1) Address for all stockholders is ~~18851~~100 NE ~~29th~~2nd ~~Ave~~St.., Suite ~~700~~2000, ~~Aventura~~Miami, FL ~~33180~~33131

(2)Ben Kaplan is the CEO of Ehave Inc., but disclaims any beneficial ownership of the shares held by Ehave

During the fiscal year December 31, 2021, Ehave, Inc. purchased 9,793,754 shares of common stock in the aggregate from The Robert and Joanna Williams Trust, Mark Williams and Colin Gibson. Following the transaction, Mark Williams continued to hold 999,997 shares of common stock.

The persons named in the above table have sole voting and dispositive power respecting all shares beneficially owned, subject to community property laws where applicable. Beneficial ownership is determined according to the rules of the U.S. Securities and Exchange Commission, and generally means that a person has beneficial ownership of a security if he or she possesses sole or shared voting or investment power over that security. Each director, officer, or 5% or more stockholder, as the case may be, has furnished the information respecting beneficial ownership.

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Information is set forth below for any transaction during the two years ended December 31, ~~2022~~2023 to which we were a party and in which any of our officers and directors or any holder of more than 10% of any class of our stock had or is deemed to have a material interest.

Related-Party Transactions

During the year ended December 31, 2020, the Company entered into two term promissory notes with Ehave, Inc. (a majority shareholder) in the amount of $125,000. During the year ended December 31, 2021, the Company entered a term promissory note with Ehave, Inc. in the amount of $~~625~~500,000. The notes mature two years after the issuance date and bear an interest rate of 1.75% per year. During the year ended December 31, 2022, the Company ~~made~~repaid ~~principal~~the ~~cash payments of~~ $625,000 in outstanding principal and interest due on the ~~aggregate.~~three promissory notes. As of December 31, ~~2022~~2023 and ~~2021~~2022, the Company ~~accrued~~had ~~interest~~no ~~related~~balances ~~to these loans and has~~ outstanding $0in ~~and~~connection ~~$10,339,~~with ~~respectively~~these notes. During the ~~year~~years ended December 31, ~~2022~~2023 and ~~2021~~2022, the Company recorded interest expense of $~~7,203~~0 and $87,~~564~~203, respectively, in relation to these notes.

Mycotopia Consulting Agreement with the CEO

On November 17, 2021, Mycotopia entered into an Executive Consulting Agreement (the “Mycotopia Consulting Agreement”), with Benjamin Kaplan (“BK”) to serve as the Company’s CEO for an initial term of 36 months. As of December 31, 2023 and 2022, the Company had cash compensation outstanding as accrued expense - related party due to the Mycotopia Consulting Agreement of $576,000 and $288,000, respectively. During the years ended December 31, 2023 and 2022, the Company recognized $635 and $148,417, respectively, of stock-based compensation from Warrants issued in connection with the Mycotopia Consulting Agreement. The Company records stock-based compensation on the consolidated income statement as general and administrative expense.

Director Independence

Under the definition of independent directors found in Nasdaq Rule 5605(a)(2), which is the definition we have chosen to apply, Mark Croskery is independent.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The firm of Pinnacle Accountancy Group of Utah (a dba of Heaton & Co., PLLC) ~~has~~ served as our independent registered public accounting firm ~~since~~from the year ended December 31, 2016. Wethrough ~~anticipate~~March ~~that~~21, ~~representatives~~2024. ofOn ~~Pinnacle~~March ~~Accountancy~~21, ~~Group~~2024, ofthe ~~Utah~~Board ~~will~~of beDirectors ~~present~~appointed atFruci ~~any~~& ~~annual~~Associates ~~meeting and will be provided the opportunity to make a statement~~II, ifPLLC ~~they~~(“Fruci”) ~~desire~~as toits donew ~~so,~~independent ~~and~~registered ~~respond~~public toaccounting ~~appropriate questions.~~firm

Audit Fees

For our fiscal year ended December 31, ~~2022~~2023, we were billed ~~approximately~~ $2017,000 for professional services rendered for the audit ~~and reviews~~ of our consolidated financial statements. For our fiscal year ended December 31, ~~2021~~2022, we were billed approximately $1720,~~500~~000 for professional services rendered for the audit and reviews of our consolidated financial statements.

Tax Fees

For our fiscal years ended December 31, ~~2022~~2023 and ~~2021~~2022, we were billed $0 and $10,~~000,~~ respectively, for professional services rendered for tax compliance, tax advice, and tax planning.

All Other Fees

We did not incur any other fees related to services rendered by our principal accountant for the fiscal years ended December 31, ~~2022~~2023 and ~~2021~~2022.

Audit and Non-Audit Service Preapproval Policy

In accordance with the requirements of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated thereunder, our board of directors has adopted an informal approval policy that it believes will result in an effective and efficient procedure to preapprove services performed by the independent registered public accounting firm.

All of the professional services rendered by principal accountants for the audit of our annual financial statements that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for last two fiscal years were approved by our board of directors.

Audit Services

Audit services include the annual financial statement audit (including quarterly reviews) and other procedures required to be performed by the independent registered public accounting firm to be able to form an opinion on our consolidated financial statements. The board of directors preapproves specified annual audit services engagement terms and fees and other specified audit fees. All other audit services must be specifically preapproved by the board of directors. The board of directors monitors the audit services engagement and may approve, if necessary, any changes in terms, conditions, and fees resulting from changes in audit scope or other items.

Audit-Related Services

Audit-related services are assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements, which historically have been provided to us by the independent registered public accounting firm and are consistent with the Securities and Exchange Commission’s rules on auditor independence. The board of directors preapproves specified audit-related services within preapproved fee levels. All other audit-related services must be preapproved by the board of directors.

Tax Services

The board of directors preapproves specified tax services that it believes would not impair the independence of the independent registered public accounting firm and that are consistent with Securities and Exchange Commission’s rules and guidance. The board of directors must specifically approve all other tax services.

All Other Services

Other services are services provided by the independent registered public accounting firm that do not fall within the established audit, audit-related, and tax services categories. The board of directors preapproves specified other services that do not fall within any of the specified prohibited categories of services.

Procedures

All proposals for services to be provided by the independent registered public accounting firm, which must include a detailed description of the services to be rendered and the amount of corresponding fees, are submitted to the board of directors and the chief financial officer. The chief financial officer authorizes services that have been preapproved by the board of directors. The chief financial officer submits requests or applications to provide services that have not been preapproved by board of directors, which must include an affirmation by the chief financial officer and the independent registered public accounting firm that the request or application is consistent with the Securities and Exchange Commission’s rules on auditor independence, to board of directors for approval.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)The following financial statements are filed as part of this report:

2421

INDEX TO FINANCIAL STATEMENTS

	Page
MYCOTOPIA THERAPIES, INC. FINANCIAL STATEMENTS
Audited Consolidated Financial Statements for the Years
Report of Independent Registered Public Accounting Firm	F-1
Ended December 31, 2022 and 2021:
Consolidated Balance Sheets as of December 31, 2023 and 2022	F-5
Report of Independent Registered Public Accounting Firm (ID 6117)	F-2
Consolidated Statements of Operations for the Years Ended December 31, 2023 and 2022	F-6
Consolidated Balance Sheets as of December 31, 2022 and 2021	F-4
Consolidated Statement of Mezzanine Equity and Stockholders’ Deficit for the Years Ended December 31, 2023 and 2022	F-7
Consolidated Statements of Operations for the Years Ended December 31, 2022 and 2021	F-5
Consolidated Statements of Cash Flows for the Years Ended December 31, 2023 and 2022	F-8
Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for theYears Ended December 31, 2022 and 2021	F-6
Notes to Consolidated Financial Statements	F-9
Consolidated Statements of Cash Flows for the Years EndedDecember 31, 2022 and 2021	F-7
Notes to the Consolidated Financial Statements	F-8

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Mycotopia Therapies, Inc. and subsidiary

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Mycotopia Therapies, Inc. (“the Company”) and subsidiary as of December 31, 2023, and the related consolidated statements of operations, statements of mezzanine equity and stockholders’ deficit, and cash flows for the year then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company experienced negative operating cash flows, negative working capital, and has incurred operating losses since inception These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

F-1

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there were no critical audit matters.

Fruci & Associates II, PLLC – PCAOB ID #05525

We have served as the Company’s auditor since 2024.

Spokane, Washington

April 18, 2024

F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

Mycotopia Therapies, Inc.

~~Aventura,~~Opinion FLon the Financial Statements

~~Opinion~~We onhave audited the ~~Consolidated~~accompanying ~~Financial~~consolidated ~~Statements~~balance sheet Mycotopia Therapies, Inc. (the Company) as of December 31, 2022, and the related statements of operations, changes in stockholders’ equity (deficit), and cash flows for the year then ended, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as December 31, 2022, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

WeGoing ~~have~~Concern audited the accompanying consolidated balance sheets of Mycotopia Therapies, Inc. (the Company) as of December 31, 2022 and 2021, and the related statements of operations, changes in stockholders’ equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as December 31, 2022 and 2021, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.Considerations

~~Consideration~~The ofaccompanying consolidated financial statements have been prepared assuming that the Company’s ~~Ability~~will continue as a going concern. The Company has negative cashflows from operations and has not generated revenues, which raises substantial doubt about its ability to ~~Continue~~continue as a ~~Going~~going ~~Concern~~concern. Management’s plans regarding this matter are described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has recently been forced to discontinue its only revenue stream, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding this matter are described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our ~~audits~~audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our ~~audits~~audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the ~~audits~~audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our ~~audits~~audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our ~~audits~~audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our ~~audits~~audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our ~~audits~~audit ~~provide~~provides a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

F-3

Going Concern Disclosure

Critical Audit Matter Description

The consolidated financial statements of the Company are prepared on a going concern basis, which assumes that the Company will continue in operation for the foreseeable future and, accordingly, will be able to realize its assets and discharge its liabilities in the normal course of operations. The Company’s consideration of going concern included the following:

F-2

discharge its liabilities in the normal course of operations. The Company’s consideration of going concern included the following:

·Acknowledgement of the Company’s history of net losses and negative working capital.

·Assessment of contractual obligations, such as commitments for repayments of accounts payable, accrued liabilities and convertible notes payable (collectively “obligations”).

·Assumptions that illustrate the Company’s ability to meet the obligations through management of expenditures, obtaining additional debt financing, and issuance of capital stock for additional funding to meet its operating needs.

How the Critical Audit Matter Was Addressed in the Audit

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included the following, among others:

·We gained an understanding of the Company’s internal controls, projections, and estimates as they relate to continuance as a going concern.

·We evaluated the probability that the Company will be able to manage expenditures, obtain debt financing, and access funding from the capital markets.

/s/ Pinnacle Accountancy Group of Utah

We have served as the Company’s auditor since 2016.

Pinnacle Accountancy Group of Utah

Farmington, Utah

~~March~~November 303, 2023

F-3

MYCOTOPIA THERAPIES, INC.

CONSOLIDATED BALANCE SHEETS

	December 31,		December 31,
	2022		2021
CURRENT ASSETS
Cash	$	385,899	$	1,267,519
TOTAL CURRENT ASSETS		385,899		1,267,519
NON-CURRENT ASSETS
Property and equipment, net		1,496		2,497
TOTAL ASSETS	$	387,395	$	1,270,016
LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	623,590	$	171,031
Accrued interest - shareholder loan		-		10,339
Shareholder loan		-		125,000
Convertible note payable, net of debt discount		140,923		-
TOTAL CURRENT LIABILITES		764,513		306,370
Convertible note payable, net of debt discount		514,230		123,625
Shareholder loan payable, non-current		-		500,000
TOTAL LIABILITIES		1,278,743		929,995
MEZZANINE EQUITY
Preferred stock; $0.001 par value; liquidation preference of $0; 5,000,000 shares authorized; 0 shares issued and outstanding		-		-
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock; $0.001 par value; 100,000,000 shares authorized; 14,858,357 and 13,967,332, shares issued and outstanding, respectively		14,857		13,966
Additional paid-in capital		4,695,151		3,175,959
Accumulated deficit		(5,601,356)		(2,849,904)
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)		(891,348)		340,021
TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	387,395	$	1,270,016

See accompanying notes to the consolidated financial statements.

F-4

MYCOTOPIA THERAPIES, INC.

CONSOLIDATED ~~STATEMENTS~~BALANCE ~~OF OPERATIONS~~SHEETS

	For the Year
	December 31,				December 31,
	Ended December 31,
	2023				2022
	2022			2021
ASSETS
OPERATING EXPENSE
CURRENT ASSETS:
General and administrative	$	1,875,919		$	2,669,109
Cash	$	279,134			$	385,899
TOTAL OPERATING EXPENSES		1,875,919			2,669,109
Total Current Assets		279,134				385,899
NET LOSS FROM OPERATIONS		(1,875,919)			(2,669,109)
NON-CURRENT ASSETS:
OTHER (EXPENSE) INCOME
Property and equipment, net		498				1,496
Interest expense		(868,330)			(143,057)
Intangible assets, net		1,939,781				-
Interest expense - related party		(7,203)			(8,564)
TOTAL ASSETS	$	2,219,413			$	387,395
TOTAL OTHER (EXPENSE) INCOME		(875,533)			(151,621)
LIABILITIES AND STOCKHOLDERS’ DEFICIT
NET LOSS BEFORE PROVISION FOR INCOME TAXES	$	(2,751,452)		$	(2,820,730)
CURRENT LIABILITIES:
Provision for income taxes		-			-
Accounts payable and accrued expenses	$	341,358			$	225,000
NET LOSS	$	(2,751,452)		$	(2,820,730)
Accrued interest		239,714				110,590
NET LOSS PER SHARE – BASIC AND DILUTED	$	(0.19)		$	(0.21)
Accrued expenses – related party		576,000				288,000
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – BASIC AND DILUTED		14,445,002			13,412,634
Convertible note payable, net of debt discount		1,090,651				140,923
Shares to be issued		2,000,000				-
Total Current Liabilities		4,247,723				764,513
Convertible note payable, net of debt discount, non-current portion		-				514,230
TOTAL LIABILITIES		4,247,723				1,278,743
Commitments and contingencies		-				-
MEZZANINE EQUITY
Preferred stock, $0.001 par value; 5,000,000 shares authorized; 0 and 0, shares issued and outstanding, respectively; liquidation preference of $0 and $0, respectively		-				-
STOCKHOLDERS’ DEFICIT
Common stock, $0.001 par value; 100,000,000 shares authorized, 14,896,791 and 14,858,357 shares issued and outstanding as of December 31, 2023 and 2022, respectively		14,897				14,857
Additional paid in capital		6,917,774				6,873,429
Accumulated deficit		(8,960,981	)			(7,779,634	)
TOTAL STOCKHOLDERS’ DEFICIT		(2,028,310	)			(891,348	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	2,219,413			$	387,395

~~See~~The accompanying notes toare ~~the~~an ~~consolidated~~integral part of these financial statements.

F-5

MYCOTOPIA THERAPIES, INC. CONSOLIDATED STATEMENT OF OPERATIONS

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

	December 31,			December 31,
	2023			2022

OPERATING EXPENSE
General and administrative expenses	$	616,724		$	1,736,336
TOTAL OPERATING EXPENSES		616,724			1,736,336

NET LOSS FROM OPERATIONS		(616,724	)		(1,736,336	)

OTHER EXPENSE
Interest expense		(564,623	)		(863,330	)
Interest expense – related party		-			(7,203	)
TOTAL OTHER EXPENSE		(564,623	)		(875,533	)

NET LOSS BEFORE PROVISION FOR INCOME TAXES	$	(1,181,347	)	$	(2,611,869	)
Provision for income taxes		-			-
NET LOSS	$	(1,181,347	)	$	(2,611,869	)

Net loss per share
Basic and Diluted	$	(0.08	)	$	(0.18	)

Weighted-average common shares outstanding
Basic and Diluted	$	14,884,050		$	14,445,002

~~FOR~~The ~~THE~~accompanying ~~YEARS~~notes ~~ENDED~~are ~~DECEMBER~~an ~~31,~~integral ~~2022~~part ~~AND~~of ~~2021~~these financial statements.

	Preferred Shares		Common Stock			Additional	Accumulated
	Shares	Amount	Shares	Amount		Paid-In Capital	Deficit	Total
Balance as of December 31 , 2020	-	$-	12,925,420	$12,925		-	$(29,174)	$(16,249)
Stock issued for services			1,016,912	1,016		2,280,984	-	2,282,000
Debt discount on convertible debt and warrants			25,000	25		894,975		895,000
Net loss for the year ended, December 31, 2021							(2,820,730)	(2,820,730)
Balance as of December 31 , 2021	-	$-	13,967,332	$13,966		$3,175,959	$(2,849,904)	$340,021
Stock based compensation	-	-	322,122	322		874,116	-	874,438
Sale of preferred shares in private placements	15,000	150,000	-	-		-	-	150,000
Conversion of preferred shares to common shares	(15,000)	(150,000)	105,834	106		149,894	-	-
Debt discount on convertible debt and warrants	-	-	-	-		250,000	-	250,000
Conversion of convertible debt into shares of common stock	-	-	245,645	246	#	245,399	-	245,645
Common stock issued on cashless exercise of warrant	-	-	217,424	217		(217)	-	-
Net loss for the year ended, December 31, 2022	-	-	-	-		-	$(2,751,452)	(2,751,452)
Balance as of December 31, 2022	-	$-	14,858,357	$14,857		$4,695,151	$(5,601,356)	$(891,348)

See accompanying notes to the consolidated financial statements.

F-6

MYCOTOPIA THERAPIES, INC. CONSOLIDATED STATEMENTS OF MEZZANINE EQUITY AND STOCKHOLDERS’ DEFICIT

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year Ended December 31, 2023
									Additional
	Preferred Shares				Common Shares				Paid-in		Accumulated
	Shares		Amount		Shares		Amount		Capital		(Deficit)		Total
Balances, December 31, 2022		-		-		14,858,357		14,857		6,873,429		(7,779,634)		(891,348)
Stock based compensation		-		-		-		-		635		-		635
Common stock issued in settlement of accounts payable and accrued expenses		-		-		38,434		40		43,710		-		43,750
Net Loss for the year ended December 31, 2023		-		-		-		-		-		(1,181,347)		(1,181,347)
Balances, December 31, 2023		-		-		14,896,791		14,897		6,917,774		(8,960,981)		(2,028,310)

	For the Year Ended, December 31,
		Year Ended December 31, 2022
			2022		2021
												Additional
CASH FLOWS FROM OPERATING ACTIVITIES:
		Preferred Shares						Common Shares				Paid-in		Accumulated
Net loss	$		(2,751,452)	$	(2,820,730)
		Shares				Amount		Shares		Amount		Capital		(Deficit)		Total
Adjustments to Reconcile Net Loss to Net Cash Used In Operating Activities:
Balances, December 31, 2021			-				-		13,967,332		13,966		5,205,820		(5,167,765)		52,021
Depreciation expense			1,001		249
Stock based compensation			-				-		322,122		322		1,022,533		-		1,022,855
Amortization of debt discount			764,028		123,625
Sale of preferred shares in private placement			15,000				150,000		-		-		-		-		150,000
Stock based compensation			874,438		2,282,000
Conversion of preferred to common			(15,000)				(150,000)		105,834		106		149,894		-		-
Changes in Operating Assets and Liabilities:
Debt discount on convertible debt and warrants			-				-		-		-		250,000		-		250,000
Increase in accounts payable and accrued expenses			465,704		170,811
Conversion of convertible debt into shares of common stock			-				-		245,645		246		245,399		-		245,645
Increase (decrease) in accrued interest - shareholder loan			(10,339)		8,563
Common stock issued on cashless exercise of warrant			-				-		217,424		217		(217)		-		-
NET CASH USED IN OPERATING ACTIVITES			(656,620)		(235,482)
Net loss for the year ended December 31, 2022			-				-		-		-		-		(2,611,869)		(2,611,869)
CASH FLOWS FROM INVESTING ACTIVITIES
Balances, December 31, 2022			-				-		14,858,357		14,857		6,873,429		(7,779,634)		(891,348)
Purchase of property and equipment			-		(2,746)
NET CASH USED IN INVESTING ACTIVITIES			-		(2,746)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from shareholder loan			-		500,000
Repayment of shareholder loan			(625,000)		-
Proceeds from the issuance of preferred stock			150,000		-
Proceeds from the issuance of convertible debt			250,000		895,000
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITES			(225,000)		1,395,000
NET CHANGE IN CASH			(881,620)		1,156,772
CASH AT BEGINNING OF PERIOD			1,267,519		110,747
CASH AT END OF PERIOD	$		385,899	$	1,267,519
Cash paid during the period:
Cash paid for interest	$		17,542	$	-
Cash paid for income taxes	$	-		$	-
Supplemental Disclosure of Non-Cash Investing and Financing Activities:
Conversion of preferred to common stock	$		150,000	$	-
Debt discount on convertible note payable	$		250,000	$	895,000
Conversion of convertible debt and interest	$		245,645	$	-

~~See~~The accompanying notes toare ~~the~~an ~~consolidated~~integral part of these financial statements.

F-7

MYCOTOPIA THERAPIES INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Period Ended December 31,
	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(1,181,347	)	$	(2,611,869	)
Adjustments to Reconcile Net Income (Loss) to Net Cash Used In Operating Activities:
Depreciation expense		998			1,001
Amortization expense		60,219			-
Amortization of debt discount		435,498			764,028
Stock based compensation		635			1,022,855
Changes in operating assets and liabilities:
Increase in accounts payable and accrued expenses		160,108			227,704
Increase in accrued interest		129,124			-
Increase (Decrease) in accrued expenses – related party		288,000			(50,000	)
Decrease in accrued interest – shareholder loan		-			(10,339	)
Net cash used in operating activities		(106,765	)		(656,620	)

Net cash used in investing activities		-			-

CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of shareholder loan		-			(625,000	)
Proceeds from the issuance of preferred stock		-			150,000
Proceeds from the issuance of convertible debt		-			250,000
Net cash used in financing activities		-			(225,000	)

Net decrease in cash		(106,765	)		(881,620	)

Cash, beginning of year		385,899			1,267,519

Cash, end of year	$	279,134		$	385,899

Supplemental cash flow information:
Cash paid for interest	$	-		$	17,542
Cash paid for taxes	$	-		$	-

Supplemental Disclosure of Non-Cash Financing Activities
Intangible assets acquired through promise to issue shares	$	2,000,000		$	-
Common stock issued to settle accounts payable and accrued expenses	$	43,750		$	-
Conversion of preferred to common stock	$	-		$	150,000
Debt discount on convertible note payable	$	-		$	250,000
Conversion of convertible debt and interest	$	-		$	245,645

The accompanying notes are an integral part of these financial statements.

F-8

MYCOTOPIA THERAPIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023 AND 2022

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Organization and Business Activity

The Company was incorporated in Nevada on January 21, 2000, under the name RM Investors, Inc. In December 2020, we entered into definitive agreements with Ehave, Inc., an Ontario corporation (“Ehave”), Mycotopia Therapies Inc., a Florida corporation and wholly owned subsidiary of Ehave (“MYC”), and the former and current directors of 20/20 Global that provide for: (i) 20/20 Global’s purchase for $350,000 in cash of all of the outstanding stock of MYC from Ehave under a Stock Purchase Agreement, resulting in MYC becoming a wholly owned subsidiary of 20/20 Global; and (ii) the change of control of 20/20 Global’s board of directors and management under a Change of Control and Funding Agreement. In a related transaction, Ehave agreed to purchase 9,793,754 shares of 20/20 Global common stock, which constitute approximately 75.77% of the then-issued and outstanding shares of 20/20 Global’s common stock, for $350,000 in cash through a Stock Purchase Agreement (“MYC SPA”) with 20/20 Global stockholders Mark D. Williams, Colin Gibson, and The Robert and Joanna Williams Trust. Ehave’s ownership has since been diluted to 65.9% as of December 31, ~~2022~~2023.

On January 19, 2021, the above transaction closed. Because the former shareholder of Mycotopia Therapies, Inc. acquired 75.77% of the Company’s then-outstanding stock and there was a change in control of the board of directors, the transaction was accounted for as a reverse merger in which Mycotopia Therapies, Inc. was deemed to be the accounting acquirer and the Company the legal acquirer. Subsequent to the transaction, the Company changed its name from 20/20 Global, Inc. to Mycotopia Therapies, Inc.

As a result of the transaction, the historical consolidated financial statements of the Company for periods prior to the date of the transaction are those of Mycotopia Therapies, Inc., as the accounting acquirer, and all references to the consolidated financial statements of the Company apply to the historical financial statements of Mycotopia Therapies, Inc. prior to the transaction and the consolidated financial statements of the Company subsequent to the transaction.

On November 17, 2023, the Company created a new Florida-based subsidiary, NPD Genius, LLC (“NPD”).

NOTE 2 - GOING CONCERN

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. To date, the Company has generated no revenues, experienced negative operating cash flows and has incurred operating losses since inception. Management expects the Company to continue to fund its operations primarily through the issuance of debt or equity.

For the year ended December 31, ~~2022~~2023, the Company incurred a net loss of $21,~~751~~181,~~452~~347, had negative cash flows from operations of $~~656~~106,~~620~~ 765 and may incur additional future losses. At December 31, ~~2022~~2023, the Company had total current assets of $~~385~~279,~~899~~ 134 and total current liabilities of $~~764~~4,~~513~~ 247,723, resulting in a working capital deficit of $~~378~~3,~~614~~968,589. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after that date that the consolidated financial statements are issued.

The Company’s existence is dependent upon management’s ability to develop profitable operations. Management is devoting substantially all of its efforts to developing its business and raising capital and there can be no assurance that the Company’s efforts will be successful. No assurance can be given that management’s actions will result in profitable operations or the resolution of its liquidity problems. The accompanying consolidated financial statements do not include any adjustments that might result should the company be unable to continue as a going concern.

In order to improve the Company’s liquidity, the Company’s management is actively pursuing additional equity financing through discussions with investment bankers and private investors. There can be no assurance that the Company will be successful in its effort to secure additional equity financing.

The financial statements do not include any adjustments relating to the recoverability of assets and the amount or classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

F-89

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification, or ASC, and Accounting Standards Updates, or ASUs, of the Financial Accounting Standards Board, or FASB.

Basis of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned ~~subsidiary~~subsidiaries, MYC and NPD. All inter-company accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. Our financial statements include, when applicable, disclosures of estimates, assumptions, uncertainties, and markets that could affect our financial statements and future operations.

Cash ~~and Cash Equivalents~~

The Company considers all highly liquid investments with original maturities at the date of purchase of three months or less to be cash equivalents. Cash and cash equivalents include bank demand deposits, marketable securities with maturities of three months or less at purchase, and money market funds that invest primarily in certificates of deposits, commercial paper and U.S. government and U.S. government agency obligations. Cash equivalents are reported at fair value. The Company maintains its cash balances with a bank whose balance is insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. The Company monitors the cash balances held in its bank accounts, and as of December 31, 2023 and December, 2022 did not have any concerns regarding cash balances which exceeded the insured amounts.

~~Fixed~~Property ~~Assets~~ and ~~Depreciation~~Equipment, Net

Property, ~~plant,~~ and equipment are stated at cost. For financial reporting, we provide for depreciation using the straight-line method at rates based upon the estimated useful lives of the various assets. Depreciation expense was $~~1,001~~998 and $~~249~~ 1,001 for the years ended December 31, ~~2022~~2023 and ~~2021~~2022, respectively. The ~~estimated~~Company ~~useful~~computes ~~lives~~depreciation ~~are~~utilizing as follows: buildings and improvements—30 years; machinery and equipment—10-15 years; computer software—3-5 years; vehicles—3-7 years; and land improvements—10-20 years. We assess our long-lived assets for impairment whenever there is an indicator of impairment. Impairment losses are evaluated if the estimated ~~undiscounted~~useful ~~cash~~lives, ~~flows~~as ~~from~~stated ~~using the assets are less than carrying value. A loss is recognized when the carrying value of an asset exceeds its fair value. There were no impairment losses in 2022 and 2021.~~below:

Property and Equipment, Net Categories		Estimated Useful Life
Equipment		3 Years

Management assesses property and equipment for impairment whenever there is an indicator of impairment. Impairment losses are evaluated if the estimated undiscounted cash flows from using the assets are less than carrying value. A loss is recognized when the carrying value of an asset exceeds its fair value. Management assessed and concluded that no impairment write-down would be necessary for the Company’s property and equipment as of December 31, 2023 and 2022.

F-10

Finite Long-lived Intangible Assets, Net

Finite long-lived intangible assets are recorded at their estimated fair value at the date of acquisition. Finite long-lived intangible assets are amortized on a straight-line basis over their estimated useful lives. Management annually evaluates the estimated remaining useful lives of the finite intangible assets to determine whether events or changes in circumstances warrant a revision to the remaining period of amortization. The Company acquired the finite intangible asset, intellectual property, as part of the Philon Labs asset acquisition during the year ended December 31, 2023 (Note 4 – Intangible Assets, Net).

Finite long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be fully recoverable. An impairment loss is recognized if the sum of the expected long-term undiscounted cash flows the asset is expected to generate is less than its carrying amount. Any write-downs are treated as permanent reductions in the carrying amount of the respective asset. Management assessed and concluded that no impairment write-down would be necessary for finite long-lived intangible assets as of December 31, 2023 and 2022.

The Company amortizes these intangible assets on a straight-line basis over their estimated useful lives, as stated below:

Intangible Assets, Net Categories		Estimated Useful Life
Intellectual property		3 Years

Fair Value of Financial Instruments

The Company accounts for financial instruments in accordance with ASC 820, Fair Value Measurements and Disclosures. ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques 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 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under ASC 820 are described below:

Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2 – Quoted prices in non-active markets or in active markets for similar assets or liabilities, observable inputs other than quoted prices, and inputs that are not directly observable but are corroborated by observable market data;

F-9

Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

There were no changes in the fair value hierarchy leveling during the years ended December 31, ~~2022~~2023 and ~~2021~~2022.

Income Taxes

The Company provides for income taxes using the asset and liability approach. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. As of December 31, ~~2022~~2023 and ~~2021~~2022, the Company had a full valuation allowance against its deferred tax assets.

We adopted ASC 740-10-25, Income Taxes—Recognition, which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740-10-25, we may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. ASC 740-10-25 also provides guidance on derecognition, classification, interest and penalties on income taxes, and accounting in interim periods ~~and requires increased disclosures. We had no material adjustments to our liabilities for unrecognized income tax benefits according to the provisions of ASC 740-10-25~~

F-11

and requires increased disclosures. We had no material adjustments to our liabilities for unrecognized income tax benefits according to the provisions of ASC 740-10-25.

Stock Based Compensation

We follow ASC 718, Compensation–Stock Compensation, which prescribes accounting and reporting standards for all share-based payment transactions in which employee and non-employee services are acquired. Share-based payments to employees and non-employees, including grants of stock options, are recognized as compensation expense in the financial statements based on their fair values on the grant date. That expense is recognized over the period required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

Basic and Diluted Net Loss per Share

Basic loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period before giving effect to stock options, stock warrants, restricted stock units and convertible securities outstanding, which are considered to be dilutive common stock equivalents. Diluted net loss per common share is calculated based on the weighted average number of common and potentially dilutive shares outstanding during the period after giving effect to dilutive common stock equivalents. Contingently issuable shares are included in the computation of basic loss per share when issuance of the shares is no longer contingent. The common stock equivalents not included in the computation of earnings per share because the effect was antidilutive, ~~was~~were related to convertible debt and totaled 2 1,~~279~~573,~~838~~660 and 21,~~005~~210,~~000~~590 for the years ended December 31, 2023 and 2022, respectively, and ~~2021~~the outstanding warrants that totaled 732,306 and 1,542,502 for the years ended December 31, 2023 and 2022, respectively.

Prior period reclassifications

We have reclassified certain amounts in prior periods to conform with current presentation. Accrued interest related to convertible notes payable in the amount of $110,590, which were reported within accounts payable and accrued expenses at December 31, 2022, have been reclassified as accrued interest on the balance sheet.

Recent Accounting Pronouncements

Management does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying consolidated financial statements, other than those disclosed below.

In ~~August~~December ~~2020~~2023, the FASB issued Accounting Standards Update (“ASU”) ~~2020~~2023-0609, “~~Debt~~Income Taxes (Topic 740) – ~~Debt~~Improvements ~~with~~to ~~Conversion~~Income ~~and~~Tax ~~Other~~Disclosures”. ~~Options~~ASU ~~(Subtopic 470~~2023-~~20)~~09 ~~and~~requires ~~Derivatives~~that ~~and~~an ~~Hedging~~entity, ~~– Contracts~~on inan ~~Entity’s~~annual ~~Own~~basis, ~~Equity~~disclose ~~(Subtopic~~additional ~~815~~income ~~– 40)” (“ASU~~tax ~~2020-06”).~~information, ~~ASU~~primarily ~~2020-06~~related ~~simplifies~~to the ~~accounting~~rate ~~for~~reconciliation ~~certain~~and ~~financial~~income ~~instruments~~taxes ~~with~~paid. ~~characteristics~~The ofamendment ~~liabilities~~in ~~and~~the ~~equity,~~ASU ~~including~~is ~~convertible~~intended ~~instruments~~to enhance the transparency and ~~contracts~~decision onusefulness anof ~~entity’s~~income ~~own~~tax ~~equity~~disclosures. The ASU’s isamendments ~~part~~are ofeffective ~~the~~for ~~FASB’s~~annual ~~simplification~~periods ~~initiative,~~beginning ~~which~~after ~~aims~~December to15, ~~reduce~~2024. ~~unnecessary~~The ~~complexity~~Company inis ~~U.S.~~currently ~~GAAP.~~evaluating ~~The~~the impact ASU’s 2023-09 will have on its financial statements.

FIn August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-1006, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815 – 40)” (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The ASU is part of the FASB’s simplification initiative, which aims to reduce unnecessary complexity in U.S. GAAP. The ASU’s amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The Company is currently evaluating the impact ASU 2020-06 will have on its financial statements.

~~amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The Company is currently evaluating the impact ASU 2020~~F-~~06 will have on its financial statements.~~12

NOTE 4 – ASSETS ~~RELATED PARTY TRANSACTION~~ACQUSITION

~~During~~On ~~the~~November ~~year ended December 31~~28, ~~2020~~2023, the Company entered into ~~two~~an ~~term~~asset ~~promissory~~sale ~~notes~~and purchase agreement with ~~Ehave~~Philon Labs, ~~Inc~~LLC. (athe ~~majority~~“seller” ~~shareholder)~~or in“Philon ~~the~~Labs”) ~~amount~~for consideration of approximately $~~125~~2,000.,000 ~~During~~in exchange for the ~~year~~intangible ~~ended~~assets. ~~December~~The ~~31,~~purpose ~~2021,~~of the ~~Company~~assets ~~entered~~purchase awas ~~term~~to ~~promissory~~begin ~~note~~the ~~with~~Company’s ~~Ehave,~~transition ~~Inc.~~to ina ~~the~~growth-oriented ~~amount~~company ofthat ~~$500,000.~~applies ~~The~~advanced ~~notes~~engineering ~~mature~~and ~~two~~design ~~years~~techniques ~~after~~to ~~the~~new ~~issuance~~products. ~~date~~The ~~and~~entire ~~bear~~purchase anconsideration ~~interest~~was ~~rate~~allocated ~~of 1.75%~~as ~~per~~fair ~~year.~~value ~~During~~to the ~~year~~intellectual ~~ended~~property ~~December~~acquired ~~31,~~from ~~2022,~~ the ~~Company~~seller. ~~repaid~~The ~~the~~ $~~625~~2,000,000 inis ~~outstanding~~to ~~principal~~be ~~and~~paid ~~interest~~through ~~due~~the onissuance ~~the~~of ~~three~~a ~~promissory~~new ~~notes~~series of Preferred Stock. As of December 31, ~~2022 and 2021~~2023, the ~~Company~~consideration ~~owes~~has $0not ~~and~~been ~~$625,000,~~issued ~~respectively.~~to Asthe ofseller ~~December 31, 2022~~ and ~~2021,~~is ~~the~~recorded ~~Company~~as ~~accrued~~shares ~~interest~~to ~~related~~be toissued ~~these~~on ~~loans~~the ~~and~~consolidated ~~has~~balance ~~outstanding~~sheet. $0The ~~and~~Company ~~$10,339,~~has ~~respectively. During~~analyzed the ~~year~~shares ~~ended~~to ~~December~~be ~~31,~~issued ~~2022~~balance and ~~2021,~~determined ~~the~~that ~~Company~~they ~~recorded~~are ~~interest~~liabilities ~~expense~~in ofaccordance ~~$7,203 and~~with ~~$8,564,~~ASC ~~respectively,~~480 in– Distinguishing ~~relation~~Liabilities tofrom ~~these notes~~Equity.

~~NOTE~~The 5acquired ~~– PROMISSORY~~intangible ~~AND~~assets ~~CONVERTIBLE~~are ~~NOTES~~being amortized over their estimated useful lives of 3 years.

~~During~~Intangible ~~the~~assets year ended December 31, 2022 and 2021, the Company issued convertible promissory note in the principal amount of $325,000 and $1,007,500, respectively, with net proceeds of $250,000 and $895,000, respectively. In addition, the debt discount related to the note entered during 2022 was $325,000. In accordance with the terms of the agreement, during the year ended December 31, 2022, the Company received notice to convert three loans for an aggregate of $232,500 in principal and $13,145 in interest, into 245,645 shares of common stock (see Note 6). As of December 31, 2022 and 2021, the Company had outstanding to various lenders as ~~convertible promissory notes an aggregate amount~~ of ~~$1,100,000 and $1,007,500, respectively. In aggregate, as of~~ December 31, 2022 the principal amount includes $163,500 of original issue discount, $18,000 in cash financing fees, $49,750 in non-cash financing fees (see note 6) and 1,196,505 warrants with an exercise price of $1.50 per share. All notes are due to mature 24 months from their respective effective date and mature beginning on August 27, 2023 ~~through January 21~~, ~~2024 Additionally, the notes effective interest rate of the notes is 8% and~~ are ~~convertible~~as ~~into shares of common stock at $1.00 per share.~~ follows:

The following tables reflects a summary of the outstanding principal and interest by each lender and their respective maturity date as of December 31, 2022 and December 31, 2021:

	December 31,
	2023
Intellectual property	$	2,000,000
Less: accumulated amortization		(60,219	)
Intangible assets, net	$	1,939,781

		December 31, 2022			December 31, 2021
	Maturity Date	Total Outstanding***	Principal	Interest	Total Outstanding***	Principal	Interest
Lender A	8/27/2023	$ 556,244	$ 500,000	$ 56,244	$ 513,883	$ 500,000	$ 13,883
Lender B	9/27/2023	60,907	55,000	5,907	56,268.91	55,000	1,269
Lender C	10/27/2023	241,528	220,000	21,528	223,134	220,000	3,134
Lender D	11/9/2023	-	-	-	27,813	27,500	313
Lender E	10/21/2023	2,407	-	2,407	55,856	55,000	856
Lender F	12/27/2023	-	-	-	150,132	150,000	132
Lender G	1/21/2024	349,504	325,000	24,504	-	-	-
		$ 1,210,590	$ 1,100,000	$ 110,590	$ 1,027,087	$ 1,007,500	$ 19,587
		*** - Total Outstanding = Principal + Interest as of December 31, 2022 and December 31, 2021

Amortization expense from intangible assets was $60,219 and $0 for the year ended December 31, 2023

~~During~~Future ~~the~~amortization ~~years~~expense ~~ended~~from ~~December~~intangible ~~31,~~assets ~~2022~~as ~~and 2021, the Company recorded an aggregate debt discount~~ of ~~$325,000~~December ~~and $1~~31,~~007,500,~~ ~~respectively~~2023, ~~under~~were ~~the terms of convertible promissory note agreement. The total $325,000 debt discount was allocated between the original issue discount related to cash financing fees of $75,000,~~ as ~~well as $250,000 recorded as an offset to additional paid-in capital in connection with the beneficial conversion feature and warrants (see Note 6).~~follows:

During the years ended December 31, 2022 and 2021, the Company recorded debt discount amortization expense in the amount of $764,028 and $123,625, respectively. As of December 31, 2022, the Company had an unamortized debt discount balance of $444,850 with a weighted amortization period of 1.24 years.

	For the Year Ended,
	December 31,
2024	$	667,883
2025		666,058
2026		605,839
Thereafter		-
Total remaining amortization expense	$	1,939,781

~~F-11~~NOTE 5 – RELATED PARTY TRANSACTIONS

~~The~~Notes ~~Company~~Payable ~~recorded~~– Related $250,000 as a debt discount with an offset to additional paid-in capital in relation to the warrants issued in connection with the debt. The Company calculated the fair value of the warrants using the black-scholes option pricing model with the following assumptions:Parties

	For the Year Ended December 31, 2022
Expected term, in years		2.0
Exercise price		1.5
Expected volatility		100%
Stock price		3.00
Risk-free interest rate		1.01%
Dividend yield		0%

During the year ended December 31, 2020, the Company entered into two term promissory notes with Ehave, Inc. (a majority shareholder) in the amount of $125,000. During the year ended December 31, 2021, the Company entered a term promissory note with Ehave, Inc. in the amount of $500,000. The notes mature two years after the issuance date and bear an interest rate of 1.75% per year. During the year ended December 31, 2022, the Company repaid the $625,000 in outstanding principal and interest due on the three promissory notes. As of December 31, 2023 and 2022, the Company had no balances outstanding in connection with these notes. During the years ended December 31, 2023 and 2022, the Company recorded interest expense of $0 and $7,203, respectively, in relation to these notes.

~~NOTE~~Mycotopia 6Consulting ~~– STOCKHOLDERS’~~Agreement ~~EQUITY~~with the CEO

WeOn ~~are~~November ~~authorized~~17, 2021, Mycotopia entered into an Executive Consulting Agreement (the “Mycotopia Consulting Agreement”), with Benjamin Kaplan (“BK”) to ~~issue~~serve as the Company’s CEO for an initial term of ~~100,000,000~~36 ~~shares~~months. As of ~~common~~December ~~stock~~31, ~~$0.001 par~~2023 ~~value~~and 2022, ~~and 5~~the Company had cash compensation outstanding as accrued expense - related party due to the Mycotopia Consulting Agreement of $576,000 and $288,000 ~~shares~~, ofrespectively. ~~preferred~~During ~~stock~~the years ended December 31, 2023 and 2022, the Company recognized $~~0.001 par~~635 ~~value.~~and ~~Each~~$148,417, ~~share~~respectively, of ~~common~~ stock-based ~~entitles~~compensation ~~the~~from ~~holder~~Warrants toissued ~~one~~in ~~vote,~~connection inwith ~~person~~the orMycotopia ~~proxy,~~Consulting onAgreement. ~~any~~The ~~matter~~Company onrecords ~~which~~stock-based ~~action~~compensation ofon the ~~stockholders~~consolidated ofincome ~~the~~statement ~~corporation~~as isgeneral ~~sought~~and administrative expense.

F-13

Significant terms of the Mycotopia Consulting Agreement are as follows:

Annual Base Consulting Fee

Every calendar month the Company will pay the CEO a consulting fee of $24,000, with an annual total fee of $288,000.

Bonus Compensation Milestones

The CEO was granted a Warrant to purchase that number of shares of Mycotopia common stock equal to 5% of the issued and outstanding Mycotopia common shares, on a fully diluted basis. The Warrant had an exercise price of $0.01 per share and expired on November 16, 2023.

Bonus		EBITDA Milestones
$	100,000	1st $1,000,000
$	100,000	2nd $1,000,000
$	100,000	3rd $1,000,000
$	100,000	4th $1,000,000
$	100,000	5th $1,000,000

Bonus (Shares)	Market Capitalization Milestone
250,000	$	30,000,000
250,000	$	40,000,000
250,000	$	60,000,000
250,000	$	80,000,000
250,000	$	100,000,000

Stock Grants – Significant Transactions

As of December 31, 2023, there are no amounts accrued related to the bonuses.

Board Compensation

As of December 31, 2023 and 2022, the Company had accrued expenses from board compensation of $250,000 and $135,000, respectively. Accrued board compensation is included as part of Accounts payable and accrued expenses on the consolidated balance sheets.

F-14

NOTE 6 – PROMISSORY AND CONVERTIBLE NOTES

On August 27, 2021, the Company issued a lender (“Lender A”) a convertible note payable with principal of $500,000 and an original issue discount of $50,000. The note matures after 24 months and has an effective interest rate of 8%. As of December 31, 2023, this convertible note payable was in default and therefore classified as a current liability. Default interest accrues at a rate of 20% upon default, and the default conversion price is $0.75 per share. As of December 31, 2023 and 2022, the Company had an outstanding principal amount of $500,000 due to this lender as a result of the note.

On September 17, 2021, the Company issued a lender (“Lender B”) a convertible note payable with principal of $55,000 and an original issue discount of $5,000. The note matures after 24 months and has an effective interest rate of 8%. As of December 31, 2023, this convertible note payable was in default and therefore classified as a current liability. Default interest accrues at a rate of 20% upon default, and the default conversion price is $0.75 per share. As of December 31, 2023 and 2022, the Company had an outstanding principal amount of $55,000 due to this lender as a result of the note.

On October 27, 2021, the Company issued a lender (“Lender C”) a convertible note payable with principal of $220,000 and an original issue discount of $20,000. The note matures after 24 months and has an effective interest rate of 8%. As of December 31, 2023, this convertible note payable was in default and therefore classified as a current liability. Default interest accrues at a rate of 20% upon default, and the default conversion price is $0.75 per share. As of December 31, 2023 and 2022, the Company had an outstanding principal amount of $220,000 due to this lender as a result of the note.

On January 21, 2022, the Company issued a lender (“Lender E”) a convertible note payable with principal of $325,000 and an original issue discount of $75,000. The note matures after 24 months and has an effective interest rate of 8%. As of December 31, 2023 and 2022 the Company had an outstanding principal amount of $325,000 due as a result of this note. As of December 31, 2023 $9,349 of original issue discount remained as a result of this note.

During the year ended December 31, 2021, the Company issued three convertible notes payable. In accordance with the terms of the note agreements, during the year ended December 31, 2022, the Company received notice to convert the three notes into shares of the Company’s common stock. As a result, an aggregate of $232,500 in principal and $13,145 in interest was converted into 245,645 shares of common stock (Note 7 – Stockholders’ Equity). Following the conversion, $2,407 of accrued interest remained outstanding and owed to one of the note holders (“Lender D”).

The following tables reflects a summary of the outstanding principal and interest by each lender and their respective maturity date as of December 31, 2023 and December 31, 2022:

			December 31, 2023						December 31, 2022
	Maturity Date		Total Outstanding***		Principal		Interest		Total Outstanding***		Principal		Interest

*Lender A*	8/27/2023	$	626,884	$	500,000	$	126,884	$	556,244	$	500,000	$	56,244
*Lender B*	9/27/2023		67,950		55,000		12,950		60,907		55,000		5,907
*Lender C*	10/27/2023		266,968		220,000		46,968		241,528		220,000		21,528
*Lender D*	10/21/2023		2,407		-		2,407		2,407		-		2,407
*Lender E*	1/21/2024		375,504		325,000		50,504		349,504		325,000		24,504
		$	1,339,714	$	1,100,000	$	239,714	$	1,210,590	$	1,100,000	$	110,590

			*** - Total Outstanding = Principal + Interest as of December 31, 2023 and December 31, 2022

During the years ended December 31, 2023 and 2022, the Company recorded an aggregate debt discount of $0 and $325,000, respectively, under the terms of convertible promissory note agreement. The total debt discount recorded during the year ended December 31, 2022 was allocated between the original issue discount related to cash financing fees of $75,000, as well as $250,000 recorded as an offset to additional paid-in capital in connection with the beneficial conversion feature and warrants (Note 7 – Stockholders’ Equity).

During the years ended December 31, 2023 and 2022, the Company recorded debt discount amortization expense in the amount of $435,498 and $764,028, respectively. As of December 31, 2023, the Company had an unamortized debt discount balance of $9,349 with a weighted amortization period of 0.06 years.

F-15

NOTE 7 – STOCKHOLDERS’ EQUITY

Common Stock

We are authorized to issue 100,000,000 shares of common stock, $0.001 par value, and 5,000,000 shares of preferred stock, $0.001 par value. Each share of common stock entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought. The Company had 14,896,791 and 14,858,357 shares of common stock issued and outstanding as of December 31, 2023 and 2022.

During the year ended December 31, 2023, the Company issued 38,434 shares of common stock to settle $43,750 of accrued expenses.

During year ended December 31, 2022, the Company issued 245,645 shares of common stock, in the aggregate, upon the conversion of convertible promissory notes and accrued interest in the amount of $245,645 (Note 6 – Promissory and Convertible Notes).

Mezzanine Equity

The Preferred Shares are recorded as mezzanine equity in accordance with ASC 480, “Distinguishing Liabilities from Equity,” at its initial net carrying value in the amount of $50,000. The Series A Shares are recorded as mezzanine equity in accordance with ASC 480 because the Company may be obligated to issue a variable number of shares at a fixed price known at inception and there is no maximum number of shares that could potentially be issued upon conversion. In this instance, cash settlement would be presumed and the Series A Shares are classified as mezzanine equity in accordance with ASC 480-10-S99. Immediately upon effectiveness of the registration statement registering for resale of all the common stock issuable under the Series A Shares, all outstanding Series A Shares shall automatically convert into common stock.

During the year ended December 31, 2022, the Company sold 15,000 shares of preferred stock to three shareholders for $150,000 in proceeds as part under a Regulation A offering of Section 3(6) of the Securities Act of 1933. The shares are allowed to convert into common stock by option of the holder at any time based on the fair market value of the common stock at the date of the conversion. As of December 31, 2022, 15,000 preferred shares with a fair value of $150,000 were converted in various installments, into an aggregate 105,834 shares of common stock.

~~Conversion~~NOTE of8 ~~Convertible~~- ~~Debt~~STOCK ~~and~~BASED ~~Warrants to Equity~~ COMPENSATION

STOCK BASED COMPENSATION

On July 26, 2021, the Company issued 1,000,000 shares of common stock to three consultants for services rendered. The Company expensed $2,252,000 in relation to this issuance which was the grant date fair value.

On July 27, 2021 and October 12, 2021, the Company issued 7,537 and 9,375, respectively, shares of common stock to a board member for board services rendered. The Company expensed $30,000, in the aggregate, in relation to this issuance which was the grant date fair value.

F-12

On January 24, 2022, the Company issued 12,500 shares of common stock to a consultant for services rendered. The Company expensed $38,188 in relation to this issuance.

On March 17, 2022, the Company issued 59,622 shares of common stock valued at $86,250 as stock-based compensation for consulting services rendered.

Warrants Issued

During the year ended December 31, 2022, the Company issued 325,000 warrants, to purchase common stock as part of the convertible promissory notes discussed above in ~~note~~Note 5.6 – Promissory and Convertible Notes.

During the year ended December 31, 2022, the Company issued 217,424 shares of common stock upon the cashless exercise of 151,667 warrants.

~~The following table reflects a summary of Common Stock warrants outstanding and warrant activity during the period ended December 31, 2022~~F-16

	Underlying Shares			Weighted Average Exercise Price		Weighted Average Term (Years)
Warrants outstanding at January 1, 2022		996,667	$		1.50		2.87
Granted		325,000			1.50		3.00
Exercised		(217,424)			-		-
Forfeited		-			-		-
Warrants outstanding and exercisable at December 31, 2022		1,029,838			1.50		0.79

The following table reflects a summary of Common Stock warrants outstanding and warrant activity during the years ended December 31, 2023 and 2022:

The intrinsic value of warrants outstanding as of December 31, 2022 was $0.

	Underlying Shares			Weighted Average Exercise Price		Weighted Average Term (Years)
Warrants outstanding at January 1, 2022		1,463,784		$	0.67		1.83

Granted		230,385		$	1.09		1.86
Exercised		(151,667	)		-		-
Forfeited/Expired		-			-		-

Warrants outstanding at December 31, 2022		1,542,502		$	0.65		1.29

Granted		1,922		$	0.01		-
Exercised		-			-		-
Forfeited/Expired		(877,758	)	$	0.01		-

Warrants outstanding and exercisable at December 31, 2023		666,666		$	1.50		0.80

The ~~warrants~~intrinsic ~~granted~~value ~~during~~of ~~the~~warrants ~~year~~outstanding ~~ending~~as of December 31, ~~2022~~2023 ~~were~~was ~~allocated~~approximately ~~a value of~~ $~~250,000 using the Black-Scholes option pricing model using the following weighted average assumptions:~~0.

	For the Year Ended December 31, 2022
Expected term, in years		2.0
Exercise price		1.5
Expected volatility		100%
Stock price		3.00
Risk-free interest rate		1.01%
Dividend yield		0%

All the warrants granted during the year ending December 31, 2023 were valued using the Black-Scholes option pricing model using the following weighted average assumptions:

NOTE 7 – COMMITMENTS AND CONTINGENCIES

	For the Years Ended
	December 31,			December 31,
	2023			2022

Expected term (years)		2.00			1.86
Exercise price	$	0.10		$	1.09
Expected volatility		157.00	%		170.00	%
Stock price	$	0.34		$	2.82
Risk-free interest rate		5.50	%		1.47	%
Dividend yield		0.00	%		0.00	%

On November 17, 2021, the Company entered into an Executive Consulting Agreement (the “Agreement”) with Benjamin Kaplan (“Kaplan”) whereby Kaplan was appointed as CEO of the Company. We hired Kaplan for an initial term of thirty-six (36) months subject to certain termination provisions, whereby the Agreement will automatically renew for an additional twelve (12) month period. We shall pay Kaplan in the following manner:NOTE ~~(i) A~~9 ~~consulting fee of $24,000 per month for services performed for a total compensation of $288,000 payable for each twelve (12) month period,~~– ~~(ii) Bonus~~COMMITMENTS ~~compensation~~AND milestones by offering Kaplan a Warrant to purchase that number of shares of common stock of the Company equal to 5% of the issued and outstanding common shares, on a fully diluted basis, (iii) A significant transaction stock grant whereby Kaplan shall be granted that number of shares of common stock or a new series of preferred shares of the Company, that is convertible into common stock of the Company equal to 5% of the value of all of the consideration, including any stock, cash, or debt, of such completed transaction. As of December 31, 2022 and 2021, the Company accrued $288,000 and $50,000, respectively, related to the Agreement.CONTINGENCIES

~~F-13~~On November 17, 2021, the Company entered into an Executive Consulting Agreement (the “Agreement”) with Benjamin Kaplan whereby Mr. Kaplan was appointed as CEO of the Company (see Note 5 – Related Party Transactions).

During 2022, the Company entered into an agreement with Dr. Muneer Ali as an advisor for the Medical Advisory Board. The Company shall grant the advisor an annual fee of $35,000 payable in shares of common stock. F-17

NOTE 810 – INCOME TAXES

The provision for federal and state income taxes is associated with and included in net income from discontinued operations and consists of the following components:

	2022		2021
	2023		2022
Current Income taxes	$		$
Federal	$	-	$	-
State		-		-
Total current income tax expenses	$	-	$	-
Deferred income taxes
Federal	$	-	$	-
State		-		-
Total current income tax expenses	$	-	$	-
Total income tax expense	$	-	$	-

The reconciliation between income taxes at the U.S. federal ~~and~~rate ~~state statutory rates~~ of ~~approximately 25.5~~21% and the amount recorded in the accompanying consolidated financial statements is as follows:

	2022		2021
	2023		2022
Tax expense at U.S. federal statutory rate	$	(~~577~~248,~~805~~083)	$	(~~592~~548,~~353~~492)
Tax expense at state statutory rate		(5032,~~084~~335)		(1942,~~404~~294)
Stock Based Compensation		~~183,632~~133		~~497~~183,~~333~~632
Amortization of Debt Discount		~~160~~91,~~446~~455		25160,~~961~~446
Change in valuation allowance		~~283~~188,~~811~~613		~~113~~246,~~187~~709
Other		-217		~~(24,724)~~-
Total	$	-	$	-

We comply with GAAP, which requires the determination of deferred income taxes using an asset and liability approach, whereby deferred tax liabilities and assets are recognized for expected future tax consequences of temporary differences between carrying amounts and tax basis of asset and liabilities. Deferred balances are adjusted to reflect enacted changes in income tax rates. Due to the likelihood that the deferred assets will not be realized, a full valuation allowance has been recorded. Deferred tax assets are as follows:

	2022			2021
	2023			2022
Federal net operating loss carryforward	$	~~234~~268,~~905~~214		$	96207,~~776~~058
State net operating loss carryforward		4855,~~906~~495			2042,~~023~~841
Total Deferred tax assets	$	283,811		$	116,799
Fixed assets and intangibles		12,471			152
Valuation allowance		(283,811)			(116,799)
Accrued expenses		215,942			113,457
Total Deferred tax assets	$	552,122		$	363,509
Valuation allowance		(552,122	)		(363,509)
	$	-		$	-

At December 31, 2022 and December 31, 2021, the Company evaluated its tax positions and did not have any unrecognized tax benefits. The Company’s practice is to recognize interest and/or penalties related to income tax matters in income tax expense.

The Company considers the U.S. and Florida to be major tax jurisdictions. As of December 31, 2022, for federal tax purposes the tax years 2020-2022 and for Florida the tax years 2019 through 2022 remain open to examination by tax authorities.

F-14

As of December 31, 2022 and 2021, the Company has net operating losses amounting to $1,125,576 and $464,636, respectively for federal and Florida which can be carried forward indefinitely but are limited to 80% usage.

NOTE 911 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events from December 31, ~~2022~~2023 through the issuance date of these financial statements, and there are no events requiring disclosure.

F-1518

(b)The following exhibits are filed as part of this report:

Exhibit Number*	Title of Document	Location
Item 2.	Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession
2.1	Stock Purchase Agreement between 20/20 Global, Inc. and Ehave, Inc.	Incorporated by reference from the Current Report on Form 8-K filed December 29, 2020
2.2	Change of Control and Funding Agreement.	Incorporated by reference from the Current Report on Form 8-K filed December 29, 2020
2.3	Amendment to Escrow Agreement and Definitive Agreements.	Incorporated by reference from the Current Report on Form 8-K filed January 6, 2021
Item 3.	Articles of Incorporation and Bylaws
3.1	Amended and Restated Articles of Incorporation of 20/20 Global, Inc.	Incorporated by reference from the registration statement on Form 10 filed April 15, 2019
3.2	Amendment to Articles of Incorporation	Incorporated by reference from the Quarterly Report on Form 10-Q Filed on August 20, 2021
3.3	Bylaws of 20/20 Global, Inc.	Incorporated by reference from the registration statement on Form 10 filed April 15, 2019
3.3	Amendment to Bylaws.	Incorporated by reference from the Quarterly Report on Form 10-Q filed May 20, 2021
Item 10.	Material Contracts
10.1	Kaplan Executive Consulting Agreement	Incorporated by reference from the Current Report on Form 8-K filed on January 14, 2022
10.2	Agreement and Plan of Merger with PSLY.com	Incorporated by reference from the Current Report on Form 8-K filed on May 19, 2022
10.3	Termination of Agreement and Plan of Merger	Incorporated by reference from the Current Report on Form 8-K filed on February 22, 2023
10.4	Asset Purchase and Sale Agreement	Incorporated by referenced from the Current Report on Form 8-K filed on December 5, 2023
10.5	Intellectual Property Assignment Agreement	Incorporated by referenced from the Current Report on Form 8-K filed on December 5, 2023
Item 31.	Rule 13a-14(a)/15d-14(a) Certifications
31.01	Certification of Principal Executive and Principal Financial Officer Pursuant to Rule 13a-14	This filing

Item 32	Section 1350 Certifications
	Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	This filing.
Item 101**	Interactive Data File
101.INS	XBRL Instance Document	This filing.
101.SCH	XBRL Taxonomy Extension Schema	This filing.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase	This filing.
101.DEF	XBRL Taxonomy Extension Definition Linkbase	This filing.
101.LAB	XBRL Taxonomy Extension Label Linkbase	This filing.

31.01	Certification of Principal Executive and Principal Financial Officer Pursuant to Rule 13a-14	This filing

Item 32	Section 1350 Certifications
	Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	This filing.

Item 101**	Interactive Data File
101.INS	XBRL Instance Document	This filing.

101.SCH	XBRL Taxonomy Extension Schema	This filing.

101.CAL	XBRL Taxonomy Extension Calculation Linkbase	This filing.

101.DEF	XBRL Taxonomy Extension Definition Linkbase	This filing.

101.LAB	XBRL Taxonomy Extension Label Linkbase	This filing.

_______________

*	All exhibits are numbered with the number preceding the decimal indicating the applicable SEC reference number in Item 601 and the number following the decimal indicating the sequence of the particular document.
**	Users of this data are advised that, pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or Annual Report for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Exchange Act of 1934 and otherwise are not subject to liability.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

	MYCOTOPIA THERAPIES, INC.
Date: March 30, 2022	By:	/s/ Benjamin Kaplan
Date: April 19, 2024	By:	/s/ Benjamin Kaplan
		Benjamin Kaplan,
		Chief Executive Officer (Principal Executive
		Officer, Principal Financial Officer)

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