Mycotopia Therapies, Inc. [TPIA] Filings

10-Q 1 tpia-20230930.htm MYCOTOPIA THERAPIES, INC. - FORM 10-Q SEC FILING Mycotopia Therapies, Inc. - Form 10-Q SEC filing

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 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 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 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 30, 2023

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 Statements of Operations for the Three and Nine Months Ended September 30, 2023 and 2022 (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 Cash Flows for the Nine Months Ended September 30, 2023 and 2022 (unaudited)	7
	Notes to the Unaudited Condensed Consolidated Financial Statements	8
2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
3	Quantitative and Qualitative Disclosures about Market Risk	17
4	Controls and Procedures	17

	Part II—Other Information

6	Exhibits	18
	Signatures	19

PART I–FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Mycotopia Therapies Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)

	September 30,		December 31,
	2023		2022

CURRENT ASSETS
Cash	$	316,985	$	385,899
TOTAL CURRENT ASSETS		316,985		385,899

NON-CURRENT ASSETS
Property and equipment, net		749		1,496
TOTAL ASSETS	$	317,734	$	387,395

LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ DEFICIT

CURRENT LIABILITIES
Accounts payable and accrued expenses	$	509,527	$	335,590
Accrued expenses - related party		504,000		288,000
Convertible note payable, net of debt discount		1,041,556		140,923
TOTAL CURRENT LIABILITES		2,055,083		764,513

Convertible note payable, net of debt discount		-		514,230
TOTAL LIABILITIES		2,055,083		1,278,743

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' EQUITY
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
Additional paid-in capital		6,917,776		6,873,429
Accumulated deficit		(8,670,020)		(7,779,634)

TOTAL STOCKHOLDERS' DEFICIT		(1,737,349)		(891,348)

TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ DEFICIT	$	317,734	$	387,395

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,

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)

(0.06)

(0.14)

AVERAGE NUMBER OF COMMON SHARE OUTSTANDING – BASIC AND DILUTED

14,896,791

14,530,668

14,879,756

14,410,418

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

MYCOTOPIA THERAPIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF MEZZANINE EQUITY AND STOCKHOLDERS’ DEFICIT
(Unaudited)

	Preferred Shares				Common Stock			Additional		Accumulated
	Shares	Amount			Shares	Amount		Paid-In Capital		Deficit		Total
Balance as of 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)
Balance as of March 31, 2023	-		-		14,858,357		14,857		6,873,429		(8,082,638)		(1,194,352)
Stock based compensation	-		-		-		-		635		-		635
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

Mycotopia Therapies Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

	For the nine months ended September 30,
	2023		2022

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	`(890,386)`	$	(2,008,283)
Adjustments to Reconcile Net Loss to Net Cash Used In Operating Activities:
Depreciation expense		`747`		749
Stock based compensation		`44,385`		1,021,369
Amortization of debt discount		`386,403`		533,308
Changes in Operating Assets and Liabilities:
Increase (Decrease) in accounts payable and accrued expenses		`173,937`		(18,898)
Increase (Decrease) in accrued expenses - related party		`216,000`		(122,000)
Decrease in accrued interest - shareholder loan		`-`		(10,339)
NET CASH USED IN OPERATING ACTIVITIES		`(68,914)`		(604,094)

CASH FLOWS FROM INVESTING ACTIVITIES:
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 CHANGE IN CASH		`(68,914)`		(829,094)
CASH AT BEGINNING OF PERIOD		`385,899`		1,267,519
CASH AT END OF PERIOD	$	`316,985`	$	438,425

Cash paid during the period:
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 30, 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.

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 2 – GOING CONCERN

The accompanying unaudited condensed 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 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.

The Company’s existence is dependent upon management’s ability to develop profitable operations which raises substantial doubt about the Company’s ability to continue as a going concern. 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 unaudited condensed 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 financial statements of the Company have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”), including the instructions to Form 10-Q and Regulation S-X. Certain information and note disclosures normally included in 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, accordingly, they do not include all the information and notes necessary for comprehensive financial statements and should be read in conjunction with our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, which are of a normal recurring nature, considered necessary for the fair presentation of the Company’s financial position, results of operations and cash flows as of and for the interim periods presented.

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 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.

Fixed Assets and Depreciation

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 and $749 for the nine months ended September 30, 2023 and 2022, respectively. The estimated useful lives are 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 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 30, 2023 and 2022.

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

MYCOTOPIA THERAPIES, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2023 and 2022

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 months ended September 30, 2023 and 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 September 30, 2023 and December 31, 2022, the Company had a full valuation allowance against its deferred tax assets.

The Company 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 THERAPIES, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2023 and 2022

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

NOTE 4 – RELATED PARTY TRANSACTION

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 September 30, 2023 and December 31, 2022, the Company owed $0 and $0, respectively. As of September 30, 2023 and December 31, 2022, the Company owed accrued interest related to these loan of $0 and $0, respectively. During the nine months ended September 30, 2023 and 2022, the Company recorded interest expense of $0 and $5,424, respectively, in relation to these notes. During the nine months ended September 30, 2022, the Company paid $5,000 towards the outstanding accrued interest balance.

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 30, 2023 and December 31, 2022, the Company has accrued $504,000 and $288,000, respectively, for cash compensation as accrued expense - related party in relation to the Mycotopia Consulting Agreement. During the three months ended September 30, 2023 and 2022, the Company has recorded $72,000 and $72,540, respectively, as general and administrative expense, of which $635 and $540, respectively, was recorded as stock-based compensation in relation to Warrants issued. During the nine months ended September 30, 2023 and 2022, the Company has recorded $216,635 and $362,931, 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:

BK was granted 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.

During the nine months ended September 30, 2023 and 2022, the Company issued 1,922 and 55,173, respectively, vested warrants in accordance with the Warrant valued at $635 and $146,391, respectively (see Note 6).

Bonus

The Company will pay the CEO a bonus in the Company’s restricted stock or restricted stock units based on the following EBITDA milestones. As of September 30, 2023, no EBITDA milestones were met, and no amounts have been recorded for the bonus milestones.

MYCOTOPIA THERAPIES, INC.

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:

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 Company’s common stock or new series of the Company’s preferred shares that is convertible into 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. As of September 30, 2023 and December 31, 2022, the Company did not grant any equity in relation to a Significant Transaction.

As of September 30, 2023 and 2022, no amounts have been accrued related to the bonuses.

NOTE 5 – PROMISSORY AND CONVERTIBLE NOTES

As of September 30, 2023 and December 31, 2022, the Company had outstanding to various lenders as convertible promissory notes an aggregate amount of $1,100,000. In aggregate, as of September 30, 2023 the principal amount includes $150,000 of original issue discount. 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 effective interest rate of the notes is 8% and they are convertible into shares of common stock at $1.00 per share.

As of September 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.

The following tables reflects a summary of the outstanding principal and interest by each lender and their respective maturity date as of September 30, 2023 and December 31, 2022:

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

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

*** - Total Outstanding = Principal + Interest as of September 30, 2023 and December 31, 2022

MYCOTOPIA THERAPIES, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 THERAPIES, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2023 and 2022

During the nine months ended September 30, 2022, the Company issued 55,173 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 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 $2.66, b) exercise price of $0.01, c) discount rate of 2.36%, d) volatility of 366%, d) dividend yield of 0%, and f) term of 1.60 years.

During the nine months ended September 30, 2022, the Company issued 125,162 shares of common stock upon the cashless exercise of 151,667 warrants.

During 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 $635 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 following table reflects a summary of Common Stock warrants outstanding and warrant activity during the nine months ended September 30, 2023

		Underlying Shares	Weighted Average Exercise Price	Weighted Average Term (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

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

NOTE 7 – COMMITMENTS AND CONTINGENCIES

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.

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 Accounting Estimates

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 months ended September 30, 2023 and 2022.

Operating Expenses from Operations

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 of $143,279 and $185,651 for the three 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 three months ended September 30, 2023 and 2022, of $308,700 and $292,633, 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

As of September 30, 2023, we had working capital deficiency of $1,738,098, an increase from a working capital deficiency of $378,614 as of December 31, 2022. As of September 30, 2023, we had current assets of $316,985, consisting solely of cash. As of September 30, 2023 our current liabilities consisted predominantly of accounts payable and accrued expenses, accrued expenses – related party and convertible notes payable. We had an accumulated deficit of $8,670,020 as of September 30, 2023, an increase from an accumulated deficit of $7,779,634 as of December 31, 2022.

Operating activities used net cash of $68,914 for the nine months ended September 30, 2023, as compared to using net cash of $604,094 for the nine months ended September 30, 2022. The Company did not have any investing activities for the nine months ended September 30, 2023 and 2022. The Company did not have any financing activities

for the nine months ended September 30, 2023.The Company had net cash used of $225,000 from financing activities for the nine months ended September 30, 2022. We had a cash balance of $316,985 and $438,425 as of September 30, 2023 and December 31, 2022, respectively.

We plan to fund our operations with cash on hand and additional financing.

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.

Off-Balance Sheet Arrangements

We did not have during 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.

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 30, 2023. 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 30, 2023.

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

EXHIBIT NUMBER		DESCRIPTION
31.1		Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Exchange Act Rule 13a-14(a).
32.1		Principal Executive Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted 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).

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
	Name:	Ben Kaplan
	Title:	Chief Executive Officer and Principal Accounting Officer