UNITED STATES

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

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended March 31, 2024
	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
(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:
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 x 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 x No

SECURITIES AND EXCHANGE COMMISSION

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. x 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). x 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 x	Smaller reporting company ☒
	Emerging growth company ☐

~~Washington~~If an emerging growth company, Dindicate 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.C No Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ~~20549~~☐Yes xNo Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. As of May 15, 2024, we had 14,896,791 shares of common stock outstanding.

FORM 10-Q

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

For the quarterly period ended September 30, 2023

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

For the transition period from _______ to _____

Commission file number: 000-56022

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.)
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:

Title of each class Trading Symbol(s) Name of each exchange onwhich 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 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. x 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). x 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 x 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. No

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐Yes xNo

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. As of November 13, 2023, we had 14,896,791 shares of common stock outstanding.

Mycotopia Therapies, Inc.

Form 10-Q for the Quarter Ended ~~September~~March 3031, ~~2023~~2024

TABLE OF CONTENTS

Item		Page
	Part I—Financial Information
1	Financial Statements	4
	Condensed Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022 (unaudited)	4
	Condensed Consolidated Balance Sheets as of March 31, 2024 (unaudited) and December 31, 2023	4
	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2023 and 2022 (unaudited)	5
	Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2024 and 2023 (unaudited)	5
	Condensed Consolidated Statements of Changes in Mezzanine Equity and Stockholders’ Deficit for the Three and Nine Months Ended September 30, 2023 and 2022 (unaudited)	6
	Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended March 31, 2024 and 2023 (unaudited)	6
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2023 and 2022 (unaudited)	7
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2024 and 2023 (unaudited)	7
	Notes to the Unaudited Condensed Consolidated Financial Statements	8
2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1516
3	Quantitative and Qualitative Disclosures about Market Risk	1718
4	Controls and Procedures	1719
	Part II—Other Information
6	Exhibits	1819
	Signatures	1920

PART I–FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Mycotopia Therapies Inc.
MYCOTOPIA THERAPIES, INC
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
AS OF MARCH 31, 2024 (UNAUDITED) AND DECEMBER 31, 2023
	September 30,			December 31,
		March 31,				December 31,
	2023			2022
		2024				2023
CURRENT ASSETS
		(unaudited)
Cash	$	316,985		$	385,899
ASSETS
TOTAL CURRENT ASSETS		316,985			385,899
CURRENT ASSETS:
NON-CURRENT ASSETS
Cash		$	370,425			$	279,134
Property and equipment, net		749			1,496
Prepaid expenses			500				-
TOTAL ASSETS	$	317,734		$	387,395
Total Current Assets			370,925				279,134
LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ DEFICIT
NON-CURRENT ASSETS:
CURRENT LIABILITIES
Property and equipment, net			249				498
Accounts payable and accrued expenses	$	509,527		$	335,590
Intangible assets, net			1,773,723				1,939,781
Accrued expenses - related party		504,000			288,000
TOTAL ASSETS		$	2,144,897			$	2,219,413
Convertible note payable, net of debt discount		1,041,556			140,923
LIABILITIES AND STOCKHOLDERS’ DEFICIT
TOTAL CURRENT LIABILITES		2,055,083			764,513
CURRENT LIABILITIES:
Convertible note payable, net of debt discount		-			514,230
Accounts payable and accrued expenses		$	390,714			$	341,358
TOTAL LIABILITIES		2,055,083			1,278,743
Accrued interest			295,435				239,714
MEZZANINE EQUITY
Accrued expenses – related party			648,000				576,000
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		-			-
Convertible note payable, net of debt discount			1,100,000				1,090,651
STOCKHOLDERS' EQUITY
Notes payable – related party			165,000				-
Common stock, $0.001 par value, 100,000,000 shares authorized; 14,896,791 and 14,858,357, shares issued and outstanding, respectively.		14,895			14,857
Shares to be issued			2,000,000				2,000,000
Additional paid-in capital		6,917,776			6,873,429
TOTAL LIABILITIES			4,599,148				4,247,723
Accumulated deficit		(8,670,020)			(7,779,634)
Commitments and contingencies (Note 9 – Commitments and Contingencies)			-				-
TOTAL STOCKHOLDERS' DEFICIT		(1,737,349)			(891,348)
MEZZANINE EQUITY
TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ DEFICIT	$	317,734		$	387,395
Preferred stock, $0.001 par value; 5,000,000 shares authorized; 0 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively; liquidation preference of $0 and $0, respectively			-				-
STOCKHOLDERS’ DEFICIT
Common stock, $0.001 par value; 100,000,000 shares authorized, 14,896,791 shares issued and outstanding as of March 31, 2024, and December 31, 2023, respectively			14,897				14,897
Additional paid in capital			6,917,774				6,917,774
Accumulated deficit			(9,386,923	)			(8,960,981	)
TOTAL STOCKHOLDERS’ DEFICIT			(2,454,252	)			(2,028,310	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT		$	2,144,897			$	2,219,413

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

Mycotopia Therapies Inc.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
		For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2023		2022		2023		2022
OPERATING EXPENSE
General and administrative	$	165,421	$	106,982	$	427,785	$	1,389,700
TOTAL OPERATING EXPENSES		165,421		106,982		427,785		1,389,700
NET LOSS FROM OPERATIONS		(165,421)		(106,982)		(427,785)		(1,389,700)
OTHER EXPENSE
Interest expense		(143,279)		(183,872)		(462,601)		(611,380)
Interest expense - related party		-		(1,779)		-		(7,203)
TOTAL OTHER EXPENSE		(143,279)		(185,651)		(462,601)		(618,583)
NET LOSS BEFORE PROVISION FOR INCOME TAXES	$	(308,700)	$	(292,633)	$	(890,386)	$	(2,008,283)
Provision for income taxes		-		-		-		-
NET LOSS	$	(308,700)	$	(292,633)	$	(890,386)	$	(2,008,283)
NET LOSS PER SHARE – BASIC AND DILUTED	$	(0.02)	$	(0.02)	$	(0.06)	$	(0.14)
AVERAGE NUMBER OF COMMON SHARE OUTSTANDING – BASIC AND DILUTED		14,896,791		14,530,668		14,879,756		14,410,418

MYCOTOPIA THERAPIES, INC

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023 (UNAUDITED)

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

	March 31,			March 31,
	2024			2023

OPERATING EXPENSE
General and administrative expenses	$	360,872		$	145,011
TOTAL OPERATING EXPENSES		360,872			145,011

NET LOSS FROM OPERATIONS		(360,872	)		(145,011	)

OTHER EXPENSE
Interest expense		(65,070	)		(157,993	)
TOTAL OTHER EXPENSE		(65,070	)		(157,993	)

NET LOSS BEFORE PROVISION FOR INCOME TAXES	$	(425,942	)	$	(303,004	)
Provision for income taxes		-			-
NET LOSS	$	(425,942	)	$	(303,004	)

Net loss per share
Basic and Diluted	$	(0.03	)	$	(0.02	)

Weighted-average common shares outstanding
Basic and Diluted	$	14,896,791		$	14,858,357

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

MYCOTOPIA THERAPIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF MEZZANINE EQUITY AND STOCKHOLDERS’ DEFICIT
(Unaudited)
THREE MONTHS ENDED MARCH, 31, 2024 (UNAUDITED)
	Preferred Shares					Common Stock			Additional		Accumulated
											Additional
	Shares		Amount			Shares	Amount		Paid-In Capital		Deficit		Total
	Preferred Shares						Common Shares				Paid-in			Accumulated
Balance as of December 31, 2022	-			-	$	14,858,357	$	14,857	$	6,873,429	$	(7,779,634)	$	(891,348)
	Shares				Amount		Shares		Amount		Capital			(Deficit)			Total
Net loss for the three months ended, March 31, 2023	-			-		-		-		-		(303,004)		(303,004)
Balances, December 31, 2023		-			$	-		14,896,791	$	14,897	$	6,917,774		$	(8,960,981	)	$	(2,028,310	)
Balance as of March 31, 2023	-			-		14,858,357		14,857		6,873,429		(8,082,638)		(1,194,352)
Net Loss for the three months ended March 31, 2024		-				-		-		-		-			(425,942	)		(425,942	)
Stock based compensation	-			-		-		-		635		-		635
Balances, March 31, 2024		-			$	-		14,896,791	$	14,897	$	6,917,774		$	(9,386,923	)	$	(2,454,252	)
Common stock issued to settle accounts payable and accrued expenses	-			-		38,434		38		43,712		-		43,750
Net loss for the three months ended, June 30, 2023	-			-		-		-		-		(278,682)		(278,682)
Balance as of June 30, 2023	-			-		14,896,791		14,895		6,917,776		(8,361,320)		(1,428,649)
Net loss for the three months ended, September 30, 2023	-			-		-		-		-		(308,700)		(308,700)
Balance as of September 30, 2023	-			-	$	14,896,791	$	14,895	$	6,917,776	$	(8,670,020)	$	(1,737,349)
	Preferred Shares					Common Stock				Additional		Accumulated
	Shares			Amount		Shares		Amount		Paid-In Capital		Deficit		Total
Balance as of December 31, 2021	-			-	$	13,967,332	$	13,966	$	5,205,820	$	(5,167,765)	$	52,021
Stock based compensation	-			-		322,122		322		1,018,492		-		1,018,814
Sale of preferred shares in private placements	15,000			150,000		-		-		-		-		150,000
Conversion of preferred to common	(7,000)			(70,000)		32,920		33		69,967		-		-
Debt discount on convertible debt and warrants	-			-		-		-		250,000		-		250,000
Net loss for the three months ended March 31, 2022	-			-		-		-		-		(1,304,710)		(1,304,710)
Balance as of March 31, 2022	8,000			80,000		14,322,374		14,321		6,544,279		(6,472,475)		166,125
Stock based compensation	-			-		-		-		2,015		-		2,015
Conversion of preferred shares to common shares	(3,000)			(30,000)		22,914		23		29,977		-		-
Conversion of convertible debt into shares of common stock	-			-		83,645		84		83,561		-		83,645
Common stock issued on cashless exercise of warrant	-			-		11,727		12		(12)		-		-
Net loss for the three months ended, June 30, 2022	-			-		-		-		-		(410,940)		(410,940)
Balance as of June 30, 2022	5,000			50,000		14,440,660		14,440		6,659,820		(6,883,415)		(159,155)
Stock based compensation	-			-		-		-		540		-		540
Common stock issued on cashless exercise of warrant	-			-		113,435		113		(113)		-		-
Net loss for the three months ended September 30, 2022	-			-		-		-		-		(292,633)		(292,633)
Balance as of September 30, 2022	5,000			50,000	$	14,554,095	$	14,553	$	6,660,247	$	(7,176,048)	$	(451,248)

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


THREE MONTHS ENDED MARCH 31, 2023 (UNAUDITED)
									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	)
Net loss for the three months ended March 31, 2023		-		-		-		-		-		(303,004	)		(303,004	)
Balances, March 31, 2023		-	$	-	$	14,858,357	$	14,857	$	6,873,429	$	(8,082,638	)	$	(1,194,352	)

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

Mycotopia Therapies Inc.
MYCOTOPIA THERAPIES INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023 (UNAUDITED)
	For the nine months ended September 30,
		For the Three Months Ended March 31,
	2023			2022
		2024				2023
CASH FLOWS FROM OPERATING ACTIVITIES:
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	(890,386)		$	(2,008,283)
Net loss		$	(425,942	)		$	(303,004	)
Adjustments to Reconcile Net Loss to Net Cash Used In Operating Activities:
Adjustments to Reconcile Net Income (Loss) to Net Cash Used In Operating Activities:
Depreciation expense		~~747~~	249		~~749~~		246
Stock based compensation		44,385			1,021,369
Amortization expense			166,058				-
Amortization of debt discount		~~386,403~~	9,349		~~533,308~~		135,616
Changes in Operating Assets and Liabilities:
Changes in operating assets and liabilities:
Increase (Decrease) in accounts payable and accrued expenses		173,937			(18,898)
Increase in prepaid expenses			(500	)			-
Increase (Decrease) in accrued expenses - related party		216,000			(122,000)
Increase in accounts payable and accrued expenses			49,356				43,894
Decrease in accrued interest - shareholder loan		-			(10,339)
Increase in accrued interest			55,721				22,376
NET CASH USED IN OPERATING ACTIVITIES		(68,914)			(604,094)
Increase (Decrease) in accrued expenses – related party			72,000				72,000
CASH FLOWS FROM INVESTING ACTIVITIES:
Net cash used in operating activities			(73,709	)			(28,872	)
NET CASH USED IN INVESTING ACTIVITIES		-			-
Net cash used in investing activities			-				-
CASH FLOWS FROM FINANCING ACTIVITIES:
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of shareholder loan		-			(625,000)
Proceeds from related party note payable			165,000				-
Proceeds from the issuance of preferred stock		-			150,000
Net cash used in financing activities			165,000				-
Proceeds from the issuance of convertible debt		-			250,000
Net change in cash			91,291				(28,872	)
NET CASH USED IN FINANCING ACTIVITIES		-			(225,000)
Cash, beginning of period			279,134				385,899
NET CHANGE IN CASH		(68,914)			(829,094)
Cash, end of period		$	370,425			$	357,027
CASH AT BEGINNING OF PERIOD		385,899			1,267,519
Supplemental cash flow information:
CASH AT END OF PERIOD	$	316,985		$	438,425
Cash paid for interest		$	-			$	-
Cash paid during the period:
Cash paid for taxes		$	-			$	-
Cash paid for interest	$	-		$	5,000
Cash paid for income taxes	$	-		$	-
Supplemental Disclosure of Non-Cash Financing Activities:
Conversion of preferred to common stock	$	-		$	100,000
Debt discount on convertible note payable	$	-		$	250,000
Conversion of convertible debt and interest	$	-		$	83,645

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

MYCOTOPIA THERAPIES, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~September~~March 3031, ~~2023~~2024 and ~~2022~~2023

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~~March 31, ~~2022~~2024.

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.

~~NOTE~~As 2a ~~– GOING~~result ~~CONCERN~~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.

~~The~~On ~~accompanying~~November ~~unaudited~~17, ~~condensed consolidated financial statements have been prepared on a going concern basis~~2023, ~~which contemplates~~ the ~~realization~~Company ofcreated ~~assets~~a ~~and~~new ~~satisfaction~~Florida-based ~~of liabilities in the normal course of business. To date~~subsidiary, ~~the~~NPD ~~Company has generated no revenues~~Genius, ~~experienced~~LLC ~~negative operating cash flows and has incurred operating losses since inception~~(“NPD”). ~~Management expects the Company to continue to fund its operations primarily through the issuance of debt or equity.~~

~~For~~NOTE the nine months ended September 30, 2023, the Company incurred a net loss of $890,386, had negative cash flows from operations of $68,914 and may incur additional future losses. As of September 30, 2023, the Company had total current assets of $316,985 and total current liabilities of $2~~,055,083~~ ~~resulting~~- ~~in a working capital deficit of $1,738,098.~~GOING CONCERN

The ~~Company’s~~accompanying ~~existence~~consolidated isfinancial ~~dependent~~statements ~~upon~~have ~~management’s~~been ~~ability~~prepared toon ~~develop profitable operations which raises substantial doubt about the Company’s ability to continue as~~ a going concern. ~~Management~~basis, iswhich ~~devoting~~contemplates ~~substantially~~the ~~all~~realization of ~~its~~assets ~~efforts to developing its business~~ and ~~raising~~satisfaction ~~capital~~of ~~and~~liabilities ~~there~~in ~~can be no assurance that~~ the ~~Company’s~~normal ~~efforts~~course ~~will~~of ~~be successful~~business. NoTo ~~assurance~~date, ~~can~~the beCompany ~~given~~has ~~that~~generated ~~management’s~~no ~~actions~~revenues, ~~will~~experienced ~~result~~negative inoperating ~~profitable~~cash ~~operations~~flows orand ~~the~~has ~~resolution~~incurred ofoperating ~~its~~losses ~~liquidity~~since ~~problems~~inception. ~~The~~Management ~~accompanying~~expects ~~unaudited~~the ~~condensed~~Company ~~consolidated~~to ~~financial~~continue ~~statements~~to dofund ~~not~~its ~~include~~operations ~~any~~primarily ~~adjustments~~through ~~that might result should~~ the ~~company~~issuance beof ~~unable~~debt toor ~~continue as a going concern~~equity.

For the three months ended March 31, 2024, the Company incurred a net loss of $425,942, had negative cash flows from operations of $73,709 and may incur additional future losses. At March 31, 2024, the Company had total current assets of $370,925 and total current liabilities of $4,599,149, resulting in a working capital deficit of $4,228,224. 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.

MYCOTOPIA THERAPIES, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2023 and 2022

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”), ~~including~~regarding ~~the~~interim ~~instructions~~financial ~~to Form 10-Q and Regulation S-X~~reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with ~~generally accepted accounting principles in the United States of America (“~~U.S. GAAP~~”),~~ have been condensed or omitted ~~from these statements~~ pursuant to such rules and regulations. ~~and,~~We ~~accordingly,~~believe ~~they~~that dothe ~~not~~disclosures ~~include~~contained ~~all~~in these condensed financial statements are adequate to make the information ~~and~~presented ~~notes~~herein ~~necessary~~not ~~for~~misleading. ~~comprehensive~~These condensed financial statements ~~and~~ should be read in conjunction with ~~our~~the ~~audited~~ financial statements ~~included~~contained in ~~our~~the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2022~~2023, filed with the SEC. The accompanying condensed financial statements are unaudited, but in the opinion of management contain all adjustments, including normal recurring adjustments, necessary to present fairly the Company’s financial position as of March 31, 2024, and the results of its operations and its cash flows for the three months ended March 31, 2024 and 2023. The balance sheet as of December 31, 2023 is derived from the Company’s audited financial statements. The results of operations for the three months ended March 31, 2024 are not necessarily indicative of the results of operations to be expected for the full fiscal year ending December 31, 2024.

InThe ~~the opinion of management, the~~ accompanying ~~unaudited condensed~~ consolidated financial statements ~~reflect~~include ~~all adjustments, which are of a normal recurring nature, considered necessary for~~ the ~~fair~~accounts ~~presentation~~ of the Company’s ~~financial~~and ~~position,~~its ~~results~~wholly ofowned ~~operations~~subsidiaries, MYC and ~~cash~~NPD. ~~flows~~All asinter-company ofaccounts and ~~for~~transactions ~~the~~have ~~interim~~been ~~periods~~eliminated ~~presented~~in consolidation.

Basis of Consolidation

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

Use of Estimates

The preparation of financial statements in conformity with U.S GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported 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 March 31, 2024, and December 31, 2023, 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 $~~747~~249 and $~~749~~246 for the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024, and ~~2022~~2023, 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 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. There were no impairment losses in the nine months ended September 30lives, ~~2023~~as ~~and~~stated ~~2022.~~below:

Fair Value of Financial Instruments

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

~~The~~Management ~~Company~~assesses ~~accounts~~property and equipment for ~~financial~~impairment ~~instruments~~whenever inthere ~~accordance~~is ~~with~~an ~~ASC~~indicator ~~820,~~of ~~Fair~~impairment. ~~Value~~Impairment ~~Measurements~~losses ~~and~~are ~~Disclosures. ASC~~evaluated ~~820~~if ~~establishes~~the aestimated ~~fair~~undiscounted cash flows from using the assets are less than carrying value. ~~hierarchy~~A ~~that~~loss ~~prioritizes~~is recognized when the ~~inputs~~carrying tovalue ~~valuation~~of ~~techniques~~an ~~used~~asset toexceeds ~~measure~~its fair value. ~~The~~Management ~~hierarchy~~assessed ~~gives~~and concluded that no impairment write-down would be necessary for the ~~highest~~Company’s ~~priority~~property toand ~~unadjusted~~equipment ~~quoted~~as ~~prices~~of inMarch ~~active~~31, ~~markets~~2024 ~~for~~and ~~identical~~December 31, 2023.

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).

~~MYCOTOPIA~~Finite ~~THERAPIES~~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 March 31, ~~INC~~2024, and December 31, 2023.

~~NOTES~~The TOCompany ~~THE~~amortizes ~~UNAUDITED~~these ~~CONDENSED~~intangible ~~CONSOLIDATED~~assets ~~FINANCIAL~~on ~~STATEMENTS~~a straight-line basis over their estimated useful lives, as stated below:

September 30, 2023 and 2022

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

~~assets~~Fair orValue ~~liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels~~ of ~~the~~Financial ~~fair value hierarchy under ASC 820 are described below:~~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;

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 ~~six~~three months ended ~~September~~March 3031, ~~2023~~2024 and ~~2022~~2023.

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 ~~September~~March 3031, ~~2023~~2024 and December 31, ~~2022~~2023, the Company had a full valuation allowance against its deferred tax assets.

~~The~~We ~~Company~~adopted ~~follows~~ 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.

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, were related to convertible debt and totaled 1,286,248 and 1,343,952 for the nine months ended September 30, 2023 and 2022, respectively, and the outstanding warrants that totaled 1,211,091 and 1,533,957 for nine months ended September 30, 2023 and 2022, respectively.

~~MYCOTOPIA~~dilutive ~~THERAPIES~~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, ~~INC~~were related to convertible debt and totaled 1,643,203 and 1,232,966 for the three months ended March 31, 2024 and 2023, respectively, and the outstanding warrants that totaled 666,666 and 1,980,039 for the three months ended March 31, 2024 and 2023, respectively.

~~NOTES~~Prior TOperiod ~~THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~reclassifications

~~September~~We 30have reclassified certain amounts in prior periods to conform with current presentation. Increase in accrued interest, ~~2023~~and increase in accrued expenses – related party, in the amounts of $22,376 and ~~2022~~$72,000, respectively, which were reported within increase in accounts payable and accrued expenses at March 31, 2023, have been reclassified on the statement of cash flows.

~~Recent~~Recently Issued Accounting ~~Pronouncements~~Standards

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 ~~– Debt~~Taxes ~~with Conversion and Other Options~~ (~~Subtopic~~Topic ~~470-20~~740) ~~and Derivatives and Hedging~~ – ~~Contracts~~Improvements into ~~Entity’s~~Income ~~Own~~Tax ~~Equity (Subtopic 815 – 40)~~Disclosures” ~~(“ASU 2020-06”)~~. ASU ~~2020~~2023-0609 ~~simplifies~~requires ~~the~~that ~~accounting~~an ~~for~~entity, ~~certain~~on ~~financial~~an ~~instruments~~annual ~~with~~basis, ~~characteristics~~disclose ofadditional ~~liabilities~~income ~~and~~tax ~~equity~~information, ~~including~~primarily ~~convertible~~related ~~instruments~~to ~~and~~the ~~contracts~~rate onreconciliation anand ~~entity’s~~income ~~own~~taxes ~~equity~~paid. The ~~ASU~~amendment isin ~~part~~the ofASU ~~the~~is ~~FASB’s~~intended ~~simplification~~to ~~initiative,~~enhance ~~which~~the ~~aims~~transparency toand ~~reduce~~decision ~~unnecessary~~usefulness ~~complexity~~of inincome ~~U.S.~~tax ~~GAAP~~disclosures. The ASU’s amendments are effective for ~~fiscal~~annual ~~years~~periods beginning after December 15, ~~2023, and interim periods within those fiscal years~~2024. The Company is currently evaluating the impact ASU ~~2020~~2023-0609 will have on its financial statements.

~~NOTE~~Recently 4Adopted ~~– RELATED~~Accounting ~~PARTY TRANSACTION~~Standards

~~During~~In ~~the~~August ~~year ended December 31,~~ 2020, the ~~Company~~FASB ~~entered~~issued ~~into~~Accounting ~~two~~Standards ~~term~~Update ~~promissory notes with Ehave, Inc.~~ (~~a majority shareholder~~“ASU”) ~~in the amount of $125~~2020-06,~~000.~~ “Debt ~~During~~– Debt ~~the~~with ~~year~~Conversion ~~ended~~and ~~December~~Other ~~31,~~Options ~~2021,~~(Subtopic ~~the~~470-20) ~~Company~~and ~~entered~~Derivatives aand ~~term~~Hedging ~~promissory~~– Contracts ~~note~~in ~~with~~Entity’s ~~Ehave,~~Own ~~Inc.~~Equity in(Subtopic ~~the~~815 ~~amount~~– 40)” (“ASU ~~of $500,000~~2020-06”). ~~The~~ASU ~~notes~~2020-06 ~~mature~~simplifies ~~two years after~~ the ~~issuance~~accounting ~~date~~for ~~and~~certain ~~bear~~financial aninstruments ~~interest~~with ~~rate~~characteristics of ~~1.75%~~liabilities ~~per~~and ~~year. During the year ended December 31~~equity, ~~2022,~~including ~~the~~convertible ~~Company~~instruments ~~repaid the $625,000 in outstanding principal~~ and ~~interest~~contracts ~~due~~ on ~~the~~an ~~three~~entity’s ~~promissory~~own ~~notes~~equity. AsThe ofASU ~~September~~is ~~30,~~part ~~2023~~of ~~and December 31, 2022,~~ the ~~Company~~FASB’s ~~owed~~simplification ~~$0 and $0~~initiative, ~~respectively.~~which Asaims ofto ~~September~~reduce ~~30,~~unnecessary ~~2023~~complexity ~~and~~in ~~December~~U.S. ~~31,~~GAAP. ~~2022,~~The ~~the~~ Company ~~owed~~adopted ~~accrued~~ASU ~~interest~~2020-06 ~~related~~effective toJanuary ~~these loan of $0 and $0~~1, ~~respectively. During~~2024 ~~the nine months ended September 30, 2023~~ and ~~2022,~~ the ~~Company~~adoption ~~recorded interest expense~~ of $0ASU ~~and~~2020-06 ~~$5,424,~~did ~~respectively,~~not inhave ~~relation~~a tomaterial ~~these~~impact ~~notes. During~~on the ~~nine months ended September 30, 2022, the~~ Company’s ~~paid~~financial ~~$5,000 towards the outstanding accrued interest balance~~statements.

NOTE 4 – ASSETS ACQUSITION

On November 28, 2023, the Company entered into an asset sale and purchase agreement with Philon Labs, LLC. (the “seller” or “Philon Labs”) for consideration of approximately $2,000,000 in exchange for the intangible assets. The purpose of the assets purchase was to begin the Company’s transition to a growth-oriented company that applies advanced engineering and design techniques to new products. The entire purchase consideration was allocated as fair value to the intellectual property acquired from the seller. The $2,000,000 is to be paid through the issuance of a new series of Preferred Stock. As of March 31, 2024, the consideration has not been issued to the seller and is recorded as shares to be issued on the consolidated balance sheet. The Company has analyzed the shares to be issued balance and determined that they are liabilities in accordance with ASC 480 – Distinguishing Liabilities from Equity.

The acquired intangible assets are being amortized over their estimated useful lives of 3 years.

Intangible assets as of March 31, 2024 and December 31, 2023, are as follows:

	March 31,			December 31,
	2024			2023
Intellectual property	$	2,000,000		$	2,000,000
Less: accumulated amortization		(226,277	)		(60,219	)
Intangible assets, net	$	1,773,723		$	1,939,781

Amortization expense from intangible assets was $166,058 and $0 for the three months ended March 31, 2024, and 2023.

Future amortization expense from intangible assets as of March 31, 2024, were as follows:

	For the Year Ended,
	December 31,
Remainder of 2024	$	501,825
2025		666,058
2026		605,839
Thereafter		-
Total remaining amortization expense	$	1,773,723

NOTE 5 – RELATED PARTY TRANSACTIONS

Notes Payable – Related Parties

On January 30th, 2024, the Company signed an agreement with a major shareholder for a $165,000 note payable. The note accrues interest at a rate of 1.75% compounded annually and has a maturity date of January 30, 2025 (Note 6 – Promissory and Convertible 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 ~~September~~March 3031, ~~2023~~2024 and December 31, ~~2022~~2023, the Company ~~has~~had ~~accrued $504,000 and $288,000, respectively, for~~ cash compensation outstanding as accrued expense - related party indue ~~relation~~ to the Mycotopia Consulting Agreement of $648,000 and $576,000, respectively. During the three months ended ~~September~~March 3031, ~~2023~~2024 and ~~2022~~2023, the Company ~~has~~recognized ~~recorded~~ $~~72,000~~0 and $720,~~540,~~ respectively, ~~as general and administrative expense,~~ of ~~which $635 and $540, respectively, was recorded as~~ stock-based compensation infrom ~~relation to~~ Warrants issued. ~~During~~in ~~the~~connection ~~nine~~with ~~months~~the ~~ended~~Mycotopia ~~September~~Consulting ~~30,~~Agreement. ~~2023~~The ~~and~~Company ~~2022,~~records ~~the~~stock-based ~~Company~~compensation ~~has~~on ~~recorded~~the ~~$216,635~~consolidated ~~and~~income ~~$362,931,~~statement ~~respectively,~~ as general and administrative expense~~, of which $635 and $146,391, respectively, was recorded as stock-based compensation in relation to the Warrant issued~~.

Significant terms of the Mycotopia Consulting Agreement are as follows:

BKAnnual ~~was~~Base ~~granted~~Consulting a Warrant to purchase that number of shares of the Company’s common stock equal to 5% of the issued and outstanding common shares of the Company, on a fully diluted basis. The Warrant has an exercise price of $0.01 per share and shall expire November 16, 2023.Fee

~~During~~Every ~~the~~calendar ~~nine~~month ~~months~~the ~~ended~~Company ~~September~~pays ~~30,~~the ~~2023~~CEO ~~and~~a ~~2022,~~consulting ~~the~~fee ~~Company~~of ~~issued 1~~$24,~~922 and 55~~000,~~173,~~ ~~respectively, vested warrants in accordance~~ with ~~the~~an ~~Warrant~~annual ~~valued~~total atfee ~~$635~~of ~~and~~ $~~146~~288,~~391, respectively (see Note 6)~~000.

Bonus Compensation Milestones

The ~~Company~~CEO ~~will~~was ~~pay~~granted ~~the~~a ~~CEO~~Warrant ato ~~bonus~~purchase inthat ~~the~~number ~~Company’s~~of ~~restricted~~shares ~~stock~~of orMycotopia ~~restricted~~common stock ~~units~~equal ~~based~~to on5% of the ~~following~~issued ~~EBITDA~~and ~~milestones.~~outstanding AsMycotopia ofcommon ~~September 30~~shares, ~~2023,~~on noa ~~EBITDA~~fully ~~milestones~~diluted ~~were~~basis. ~~met,~~The ~~and~~Warrant nohad ~~amounts~~an ~~have~~exercise ~~been~~price ~~recorded~~of ~~for~~$0.01 ~~the~~per ~~bonus~~share ~~milestones~~and expired on November 16, 2023.

11During the year ended December 31, 2023, the Company issued 1,922 vested Mycotopia warrant shares in accordance with the Warrant valued at $635 (see Note 7 – Stockholders’ Equity).

~~MYCOTOPIA~~The ~~THERAPIES~~Company will pay the CEO a bonus in Mycotopia restricted stock or restricted stock units based on the following EBITDA milestones. As of March 31, ~~INC~~2024, no EBITDA milestones were met, and no amounts have been recorded for the bonus milestones.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2023 and 2022

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 Company market capitalization by maintaining the below market cap for the Company for a period of 22 consecutive trading days:12

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 of a Significant Transaction ~~with the Company~~, the CEO shall be granted shares of ~~the~~Mycotopia ~~Company’s~~ common stock or a new series of ~~the~~Mycotopia ~~Company’s~~ preferred shares that is convertible into Mycotopia common stock ~~of the Company~~ equal to 5% of the value of all the consideration, including any stock, cash or debt of such completed transaction. ~~The CEO shall earn this grant for each Significant Transaction closed by the Company.~~ 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 ~~the Company~~Mycotopia. As of ~~September~~March 3031, ~~2023~~2024 and December 31, ~~2022~~2023, the Company ~~did~~had not ~~grant~~granted any ~~equity~~shares in relation to a Significant Transaction.

As of ~~September~~March 3031, ~~2023~~2024 and ~~2022~~December 31, no2023, ~~amounts~~there ~~have~~are ~~been~~no amounts accrued related to the bonuses.

~~NOTE~~Board ~~5 – PROMISSORY AND CONVERTIBLE NOTES~~Compensation

As of ~~September~~March 3031, ~~2023~~2024 and December 31, ~~2022~~2023, the Company had ~~outstanding~~accrued toexpenses ~~various~~from ~~lenders~~board ascompensation ~~convertible promissory notes an aggregate amount~~ of $1275,~~100,~~000. Inand ~~aggregate, as of September 30, 2023 the principal amount includes~~ $~~150~~250,000, ~~of original issue discount~~respectively. ~~All~~Accrued ~~notes~~board ~~are~~compensation ~~due~~is toincluded ~~mature~~as 24part ~~months~~of ~~from~~Accounts ~~their~~payable ~~respective effective date~~ and ~~mature~~accrued ~~beginning~~expenses on ~~August 27, 2023 through January 21, 2024. Additionally,~~ the ~~effective~~consolidated ~~interest~~balance ~~rate of the notes is 8% and they are convertible into shares of common stock at $1~~sheets.~~00 per share.~~

AsNOTE 6 – PROMISSORY ofAND ~~September~~CONVERTIBLE ~~30, 2023, two convertible promissory notes were in default in the aggregate principal amount of $555,000. Default interest accrues at a rate of 20% upon default.~~NOTES

~~The~~On ~~following~~August ~~tables~~27, ~~reflects~~2021, the Company issued a ~~summary~~lender of(“Lender ~~the~~A”) ~~outstanding~~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 byrate ~~each~~of ~~lender~~8%. As of March 31, 2024, and ~~their~~December ~~respective~~31, ~~maturity~~2023, ~~date~~this convertible note payable was in default and therefore classified as a current liability. Default interest accrues at a rate of ~~September~~20% 30upon default, ~~2023~~and the default conversion price is $0.75 per share. As of March 31, 2024, and December 31, ~~2022:~~2023, the Company had an outstanding principal amount of $500,000 due to this lender as a result of the note.

		September 30, 2023			December 31, 2022
	Maturity Date	Total Outstanding***	Principal	Interest	Total Outstanding***	Principal	Interest
Lender A	8/27/2023	$595,199	$500,000	$95,199	$556,244	$500,000	$56,244
Lender B	9/27/2023	63,422	55,000	8,422	60,907	55,000	5,907
Lender C	10/27/2023	256,270	220,000	36,270	241,528	220,000	21,528
Lender D	10/21/2023	2,407	-	2,407	2,407	-	2,407
Lender E	1/21/2024	368,951	325,000	43,951	349,504	325,000	24,504
		$1,286,248	$1,100,000	$186,248	$1,210,590	$1,100,000	$110,590

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 March 31, 2024, and 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 March 31, 2024, and December 31, 2023, the Company had an outstanding principal amount of $55,000 due to this lender as a result of the note.

~~***~~On -October ~~Total~~27, ~~Outstanding~~2021, =the ~~Principal~~Company +issued ~~Interest~~a aslender (“Lender C”) a convertible note payable with principal of ~~September~~$220,000 30and an original issue discount of $20,000. The note matures after 24 months and has an effective interest rate of 8%. As of March 31, 2024, and 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 March 31, 2024, and December 31, ~~2022~~2023, the Company had an outstanding principal amount of $220,000 due to this lender as a result of the note.

12On 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 March 31, 2024, and December 31, 2023, the Company had an outstanding principal amount of $325,000 due as a result of this note. As of March 31, 2024, and December 31, 2023, $0 and $9,349 of original issue discount remained as a result of this note.

~~MYCOTOPIA~~On ~~THERAPIES~~January 30th, ~~INC~~2024, the Company signed an agreement with a major shareholder (“Lender F”) for a $165,000 note payable. The note accrues interest at a rate of 1.75% compounded annually and has a maturity date of January 30, 2025 (Note 5 – Related Party Transactions).

~~NOTES~~During TOthe ~~THE~~year ~~UNAUDITED~~ended ~~CONDENSED~~December ~~CONSOLIDATED~~31, ~~FINANCIAL~~2021, ~~STATEMENTS~~the Company issued a convertible notes payable. During the year ended December 31, 2022, the note was converted into shares of the Company’s common stock in accordance with the terms of the note agreement. Following the conversion, $2,407 of accrued interest remained outstanding and owed to the note holder (“Lender D”).

September 30, 2023 and 2022

During the nine months ended September 30, 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 nine months ended September 30, 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 6).

During the nine months ended September 30, 2023 and 2022, the Company recorded debt discount amortization expense in the amount of $386,403 and $533,308, respectively. As of September 30, 2023, the Company had an unamortized debt discount balance of $58,446 with a weighted amortization period of 0.25 year.

NOTE 6 – STOCKHOLDERS’ EQUITY

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.

Mezzanine Equity

The Preferred Shares are recorded as mezzanine equity in accordance with ASC 480 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 nine months ended September 30, 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 September 30, 2022, 10,000 preferred shares with a fair value of $100,000 had been converted in various installments, into an aggregate 55,834 shares of common stock.

STOCK BASED COMPENSATION

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. The Company expensed $750,000 in relation to this issuance.

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.

During the nine months ended September 30, 2023, the Company issued 38,434 shares of common stock to settle $43,750 of accrued expenses.

Warrants Issued

During the nine months ended September 30, 2022, the Company issued 166,667 warrants to purchase common stock as part of the convertible promissory notes discussed above in Note 5.

~~MYCOTOPIA~~The ~~THERAPIES~~following tables reflects a summary of the outstanding principal and interest by each lender and their respective maturity date as of March 31, ~~INC.~~2024 and December 31, 2023:

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

			March 31, 2024					December 31, 2023
	Maturity Date		Total Outstanding***		Principal	Interest		Total Outstanding***		Principal	Interest

*Lender A*	8/27/2023	$	658,143	$	500,000	158,143	$	626,884	$	500,000	126,884
*Lender B*	9/27/2023		71,339		55,000	16,339		67,950		55,000	12,950
*Lender C*	10/27/2023		280,280		220,000	60,280		266,968		220,000	46,968
*Lender D*	10/21/2023		2,407		-	2,407		2,407		-	2,407
*Lender E*	1/21/2024		382,784		325,000	57,784		375,504		325,000	50,504
*Lender F*	1/30/2025		165,483		165,000	483		-		-	-
		$	1,560,435	$	1,265,000	295,435	$	1,339,714	$	1,100,000	239,714

			*** - Total Outstanding = Principal + Interest as of March 31, 2024 and December 31, 2023

~~September~~During 30the three months ended March 31, 2024 and 2023, the Company recorded an aggregate debt discount of $0 and ~~2022~~$0, respectively, under the terms of convertible promissory note agreements.

During the ~~nine~~three months ended ~~September~~March 3031, ~~2022,~~2024 ~~the~~and ~~Company issued 55~~2023,~~173~~ ~~warrants to purchase common stock as part of~~ the ~~consulting agreement with the~~ Company’s ~~CEO, Ben Kaplan. The warrants were valued at $146,391 and were~~ recorded asdebt ~~stock-based~~discount ~~compensation.~~amortization ~~The~~expense ~~warrants~~in ~~were valued using~~ the ~~Black-Scholes~~amount ~~option pricing model with the following weighted average terms a) stock price~~ of $~~2.66~~9,349 b)and ~~exercise price of~~ $~~0.01~~135,616, c)respectively. ~~discount~~As ~~rate~~ of ~~2.36%~~March 31, ~~d) volatility of 366%~~2024, d)the ~~dividend~~Company ~~yield~~had ofan ~~0%,~~unamortized ~~and~~debt f)discount ~~term~~balance of 1$0.~~60 years.~~

~~During~~NOTE ~~the~~7 ~~nine~~– STOCKHOLDERS’ ~~months ended September 30, 2022, the Company issued 125,162 shares of common stock upon the cashless exercise of 151,667 warrants.~~EQUITY

~~During~~Common the nine months ended September 30, 2023, the Company issued 1,922 warrants to purchase common stock as part of the consulting agreement with the Company’s CEO, Ben Kaplan. The warrants were valued at $635Stock and were recorded as stock-based compensation. The warrants were valued using the black-scholes option pricing model with the following weighted average terms a) stock price of $0.34, b) exercise price of $0.01, c) discount rate of 5.50%, d) volatility of 157%, d) dividend yield of 0%, and f) term of 0.38 years.

~~The~~We ~~following~~are ~~table~~authorized ~~reflects~~to aissue ~~summary~~100,000,000 shares of ~~Common~~common ~~Stock~~stock, ~~warrants~~$0.001 ~~outstanding~~par value, and ~~warrant~~5,000,000 ~~activity~~shares ~~during~~of preferred stock, $0.001 par value. Each share of common stock entitles the ~~nine~~holder ~~months~~to ~~ended~~one ~~September~~vote, 30in person or proxy, on any matter on which action of the stockholders of the corporation is sought. The Company had 14,896,791 shares of common stock issued and outstanding as of March 31, 2024, and December 31, 2023.

		UnderlyingShares	Weighted AverageExercise Price	Weighted AverageTerm (Years)
Warrants outstanding at January 1, 2023		1,542,502	$0.65	1.29
Granted	1,922		0.01		0.38
Exercised		-	-	-
Forfeited		(333,333)	1.50	-
Warrants outstanding and exercisable at September 30, 2023		1,211,091	$0.42	0.15

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

~~The~~Mezzanine ~~intrinsic value of warrants outstanding as of September 30, 2023 was $12,000.~~Equity

~~NOTE~~The 7Preferred ~~– COMMITMENTS~~Shares ~~AND~~are ~~CONTINGENCIES~~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.

Related Party Transaction

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 4).

NOTE 8 – SUBSEQUENT EVENTS

The Company’s management has evaluated subsequent events occurring after September 30, 2023, the date of our most recent balance sheet, through the date our financial statements were issued, and there are no events requiring disclosure.

NOTE 8 - STOCK BASED COMPENSATION

Warrants Issued

The following table reflects a summary of Common Stock warrants outstanding and warrant activity during the three months ended March 31, 2024, and 2023:

	Underlying Shares		Weighted Average Exercise Price		Weighted Average Term (Years)
Warrants outstanding at January 1, 2023		1,980,039	$	0.93		1.28

Granted		-	$	-		-
Exercised		-		-		-
Forfeited/Expired		-		-		-

Warrants outstanding at March 31, 2023		1,980,039	$	0.93		1.03

Warrants outstanding at January 1, 2024		666,666		1.50		0.80

Granted		-	$	-		-
Exercised		-		-		-
Forfeited/Expired		-	$	-		-

Warrants outstanding and exercisable at March 31, 2024		666,666	$	1.50		0.55

The intrinsic value of warrants outstanding as of March 31, 2024 was $0.

NOTE 9 – COMMITMENTS AND CONTINGENCIES

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).

NOTE 10 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events from March 31, 2024 through the issuance date of these financial statements, and there are no events requiring disclosure.

Item 2. MANAGEMENT’S DISCUSSION AND ANLAYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read together with our financial statements and the related notes and the other financial information included elsewhere in this Quarterly Report. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those discussed below and elsewhere in this Quarterly Report, particularly those under “Risk Factors.”

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report on Form 10-Q contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 under Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, anticipations, assumptions, estimates, intentions and future performance, and involve known and unknown risks, uncertainties and other factors, which may be beyond our control, and which may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. All statements other than statements of historical fact are statements that could be forward-looking statements. You can identify these forward-looking statements through our use of words such as “may,” “can,” “anticipate,” “assume,” “should,” “indicate,” “would,” “believe,” “contemplate,” “expect,” “seek,” “estimate,” “continue,” “plan,” “point to,” “project,” “predict,” “could,” “intend,” “target,” “potential” and other similar words and expressions of the future.

~~Critical~~Results ~~Accounting~~of ~~Estimates~~Operations and Financial Condition for the Three Months Ended March 31, 2024 as Compared to the Three Months Ended March 31, 2023

We have identified the estimates outlined below as critical to our business operations and an understanding of our results of operations. Critical accounting estimates are those estimates made in accordance with GAAP that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on the financial condition or results of operations of the Company. Based on this definition, we have the critical accounting estimates identified below. We also have other key accounting policies, which involve the use of estimates, judgments, and assumptions that are significant to understanding our results which are found in Note 3 – Significant Accounting Policies of our 2022 Annual Report on Form 10-K/A and Note 3 – Significant Accounting Policies in the accompanying consolidated financial statements. Although we believe that our estimates, assumptions, and judgments are reasonable, they are based upon information presently available. Actual results may differ significantly from these estimates under different assumptions, judgments, or conditions.

Stock Based Compensation

ASC 718 Compensation–Stock Compensation, 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 and warrants, 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).

Results of Operations

Comparison of the Three Months Ended September 30, 2023 and 2022

Sales and Cost of Sales

We did not have any revenue or cost of revenue from operations for the ~~three~~years ~~months~~ ended ~~September~~March 3031, ~~2023~~2024 and ~~2022~~2023.

15Operating Expenses

Operating ~~Expenses~~expenses for the three months ended March 31, 2024 and 2023, consisted solely of general and administrative expenses. General and administrative expenses consisted primarily of consulting fees, stock-based compensation, board compensation, and legal and professional services. For the three months ended March 31, 2024 compared to the three months ended March 31, 2023 our general and administrative expense increased by $215,861, or 149%, from ~~Operations~~$145,011 to $360,872. The increase in general and administrative expenses was mainly as a the result of increased amortization expense from the intangible assets acquired by the Company in the fourth quarter of 2023 ($166,058), and increased product development costs ($48,905).

Operating expenses from operations for the three months ended September 30, 2023 and 2022, consisted of general and administrative expenses of $165,421 and $106,982, respectively. General and administrative expenses consisted primarily of consulting fees, stock-based compensation, board compensation, and legal and professional services. Our increase in general and administrative expenses is the result of an increase in administrative costs due to being a publicly traded company.

Other Expense

Other ~~expenses~~expense ~~of $143,279 and $185,651~~ for the three months ended ~~September~~March 3031, ~~2023~~2024 and ~~2022,~~2023 ~~respectively,~~was ~~consisted~~composed of interest expense ~~from convertible notes with debt discounts and interest expense from related parties~~. ~~Interest expense decreased due to a decrease in amortization of the debt discount.~~

For the three months ended March 31, 2024 compared to the three months ended March 31, 2023 our interest expense decreased $92,923, or 59%, from $157,993 to $65,070. The decrease was primarily resulted from $126,267 less in debt discount amortization from the Company’s convertible notes partially offset by $29,425 of additional interest expense accrued during the first quarter of 2024 due to the default interest on the Company’s convertible note payables in default.

Net Loss

WeFor ~~had a net loss for~~ the three months ended ~~September~~March 3031, ~~2023~~2024 and ~~2022,~~2023 we had a net loss of $~~308~~425,~~700~~942 and $~~292~~303,~~633~~004, respectively.

Comparison of the Nine Months Ended September 30, 2023 and 2022

Sales and Cost of Sales

We did not have any revenue or cost of revenue from operations for the nine months ended September 30, 2023 and 2022.

Operating Expenses from Operations

Operating expenses from operations for the nine months ended September 30, 2023 and 2022, consisted of general and administrative expenses of $427,785 and $1,389,700, respectively. General and administrative expenses consisted primarily of consulting fees, stock-based compensation, board compensation, and legal and professional services. Our decrease in general and administrative expenses is the result of decreased administrative costs due to decreased compliance costs, and a decrease in stock-based compensation.

Other Expense

Other expenses of $462,601 and $611,380 for the nine months ended September 30, 2023 and 2022, respectively, consisted of interest expense from convertible notes with debt discounts and interest expense from related parties. Interest expense decreased due to a decrease in amortization of the debt discount.

Net Loss

We had a net loss for the nine months ended September 30, 2023 and 2022, of $890,386 and $2,008,283, respectively.

Liquidity and Capital Resources

AsLiquidity ofis ~~September~~the ~~30,~~ability ~~2023, we had working capital deficiency~~ of ~~$1,738,098,~~ an ~~increase~~enterprise ~~from~~to agenerate ~~working~~adequate ~~capital~~amounts ~~deficiency~~ of ~~$378,614~~cash asto ofmeet ~~December~~its ~~31,~~needs ~~2022~~for cash requirements. As of ~~September~~March 3031, ~~2023~~2024, we had ~~current assets of~~ $~~316~~370,~~985,~~425 ~~consisting~~in ~~solely~~cash ofand cash. Asequivalents ofcompared ~~September~~to 30$279,134 ~~2023~~at ~~our~~December ~~current~~31, ~~liabilities~~2023, ~~consisted~~an ~~predominantly~~increase of ~~accounts~~$91,291 ~~payable~~resulting ~~and~~primarily ~~accrued~~from ~~expenses,~~operating ~~accrued~~ expenses. ~~– related~~As ~~party~~of ~~and~~March ~~convertible~~31, ~~notes~~2024, ~~payable.~~we We had anundiscounted ~~accumulated~~obligations ~~deficit~~in ofthe ~~$8,670,020~~amount as of ~~September~~approximately ~~30,~~$1.3 ~~2023,~~million anrelating ~~increase~~to ~~from~~the anpayment ~~accumulated deficit~~ of ~~$7,779,634~~indebtedness asdue ofwithin ~~December~~one ~~31, 2022~~year.

~~Operating~~As ~~activities~~of ~~used~~March ~~net~~31, ~~cash of $68~~2024,~~914~~ ~~for~~we ~~the~~had ~~nine~~a ~~months~~working ~~ended~~capital ~~September~~deficiency ~~30,~~of ~~2023~~$4,228,224 asdown ~~compared~~from toa ~~using~~working ~~net~~capital ~~cash~~deficiency of $~~604~~3,~~094~~968,589 ~~for~~as ~~the~~of ~~nine~~December ~~months ended September 30~~31, ~~2022~~2023. ~~The~~At ~~Company~~March ~~did~~31, ~~not~~2024 ~~have~~our ~~any~~current ~~investing~~assets ~~activities~~were ~~for the nine months ended September 30~~$370,925 ~~2023~~ and ~~2022.~~consisted ~~The~~solely ~~Company~~of ~~did~~cash. ~~not~~At ~~have~~March ~~any~~31, ~~financing~~2024 ~~activities~~our current

~~for~~liabilities ~~the~~were ~~nine months ended September 30~~$4,599,149 ~~2023.The~~and ~~Company~~consisted ~~had~~predominantly ~~net~~of ~~cash~~related ~~used~~party ofaccrued ~~$225~~expenses,~~000~~ ~~from~~convertible ~~financing~~notes ~~activities~~payable, ~~for~~and ~~the~~shares ~~nine~~to ~~months~~be ~~ended September 30, 2022~~issued. We had aan ~~cash~~accumulated ~~balance~~deficit of $~~316~~9,~~985 and $438~~386,~~425~~923 as of ~~September~~March 3031, ~~2023~~2024, ~~and~~an increase from an accumulated deficit of $8,960,981 as of December 31, ~~2022, respectively~~2023.

Our monthly operating costs averaged approximately $25,000 per month for the three months ended March 31, 2024, excluding capital expenditures. We did not have capital expenditures during the three months ended March 31, 2024. We plan to fund our operations with our cash on hand and additional financing.

Cash Flows

	Three Months Ended March 31,
	2024			2023
Net cash used in operating activities	$	(73,709	)	$	(28,872	)
Net cash provided by investing activities		-			-
Net cash used in financing activities		165,000			-
Net decrease in cash	$	(91,291	)	$	(28,872	)

Operating activities used net cash of $73,709 for the three months ended March 31, 2024, as compared to using net cash of $28,872 for the three months ended March 31, 2023. For the three months ended March 31, 2024, cash used in operating activities was primarily driven by our net loss of $425,942; offset primarily by amortization expense, the increase in related party accrued expenses, the increase in accrued interest, and the increase in accounts payable and accrued expenses. For the three months ended March 31, 2023, cash used in operating activities was primarily driven by our net loss of $303,004; offset primarily by the amortization of debt discounts, the increase in related party accrued expenses, and the increase in accounts payable and accrued expenses.

Investing activities used net cash of $0 for the three months ended March 31, 2024, and 2023. Financing activities produced cash flows of $165,000 and $0 for the three months ended March 31, 2024, and 2023, respectively. We did not pay any cash for interest or for income taxes during the three months ended March 31, 2024 and 2023.

Going Concern

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. 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.

The Company’s existence is dependent upon our ability to develop profitable operations. We are devoting substantially all of our efforts to developing the Company’s business and raising capital and there can be no assurance that our efforts will be successful. No assurance can be given that our 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.

Off-Balance Sheet Arrangements

We ~~did not~~ have ~~during~~no ~~the periods presented, and we do not currently have, any~~ off-balance sheet arrangements, as defined under SEC rules, such as relationships with unconsolidated entities or financial partnerships, which are often referred to as structured finance or special purpose entities, established for the purpose of facilitating financing transactions that are not required to be reflected on our balance sheets.

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 March 31, 2024, 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 useful lives of property plant and equipment.

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).

Recently Issued Accounting Pronouncements

We are subject to recently issued accounting standards, accounting guidance and disclosure requirements. For a description of these new accounting standards, see Note 3, “Summary of Significant Accounting Policies,” of the Notes to our Unaudited Condensed Consolidated Financial Statements contained in Item 1 of Part I of this Quarterly Report on Form 10-Q, which is incorporated herein by reference.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not Applicable.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Principal Accounting Officer, evaluated the effectiveness of our disclosure controls and procedures as of ~~September~~March 3031, ~~2023~~2024. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. As a result of a material weakness in our internal control over financial reporting, our Chief Executive Officer and Principal Accounting Officer concluded that our disclosure controls and procedures were not effective at the reasonable assurance level as of ~~September~~March 3031, ~~2023~~2024.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

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

Unregistered Sales of Equity Securities

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None

Item 6. Exhibits

EXHIBITNUMBER		DESCRIPTION
Exhibit Number		Description
31.1		Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Exchange Act Rule 13a-14(a).
31.01		Certification of Principal Executive and Principal Financial Officer Pursuant to Rule 13a-14
32.1		~~Principal~~Certification of Chief Executive Officer ~~Certification~~and ~~pursuant~~Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as ~~adopted~~Adopted ~~pursuant~~Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		Inline XBRL Instance Document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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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: November 13, 2023	By:	/s/ Ben Kaplan
Date: May 15, 2024	By:	/s/ Ben Kaplan
	Name:	Ben Kaplan
	Title:	Chief Executive Officer and Principal Accounting Officer

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