Mycotopia Therapies, Inc. - Quarter Report: 2021 September (Form 10-Q)

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, 2021
	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 (NV)			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 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 x No

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 19, 2021, we had 13,957,957 shares of common stock outstanding.

Mycotopia Therapies, Inc.

Form 10-Q for the Quarter Ended September 30, 2021

TABLE OF CONTENTS

Item		Page
	Part I—Financial Information

1	Financial Statements	4
	Condensed Consolidated Balance Sheets as of September 30, 2021 and December 31, 2020 (unaudited)	4
	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2021 and 2020 (unaudited)	5
	Condensed Consolidated Statements of Changes in Stockholders’ (Equity) Deficit for the Three and Nine Months Ended September 30, 2021 and 2020 (unaudited)	6
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2021 and 2020 (unaudited)	7
	Notes to the Unaudited Condensed Consolidated Financial Statements	8
2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
3	Quantitative and Qualitative Disclosures about Market Risk	15
4	Controls and Procedures	16

	Part II—Other Information

6	Exhibits	18
	Signatures	19

PART I–FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Mycotopia Therapies, Inc.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

		September 30,		December 31,
		2021		2020
CURRENT ASSETS
Cash	$	947,395	$	110,747
TOTAL CURRENT ASSETS		947,395		110,747

NON-CURRENT ASSETS
Equipment, net		2,746		-
TOTAL ASSETS	$	950,141	$	110,747

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

CURRENT LIABILITIES
Accounts payable and accrued expenses	$	58,694	$	220
Accrued interest - shareholder loan		7,583		1,776
Convertible note payable, net of debt discount		24,966		-
Shareholder loan, current portion		125,000		-
TOTAL CURRENT LIABILITES		216,243		1,996

Shareholder loan, non-current portion		500,000		125,000
TOTAL LIABILITIES		716,243		126,996

STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, $0.001 par value; 5,000,000 shares authorized and no shares issued or outstanding		-		-
Common stock, $0.001 par value; 100,000,000 shares authorized; 13,933,537 and 12,925,420 shares issued and outstanding		13,933		12,925
Additional paid-in capital		2,750,992		-
Accumulated deficit		(2,531,027)		(29,174)

TOTAL STOCKHOLDERS' EQUITY (DEFICIT)		233,898		(16,249)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	950,141	$	110,747

See accompanying notes to the unaudited condensed consolidated financial statements.

Mycotopia Therapies, Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	For the Three Months		For the Nine Months
	Ended September 30,		Ended September 30,
	2021	2020	2021	2020
Operating Expense
General and administrative	`$2,354,600`	`$5,932`	`$2,467,198`	`$7,307`
Total Operating Expense	`2,354,600`	`5,932`	`2,467,198`	`7,307`

Loss from Operations	`(2,354,600)`	`(5,932)`	`(2,467,198)`	`(7,307)`

Other income (expense)
Interest expense - related party	`(31,604)`	`(552)`	`(34,655)`	`(1,254)`

Net loss before provision for income taxes	`(2,386,204)`	`(6,484)`	`(2,501,853)`	`(8,291)`
Provision for income taxes	`-`	`-`	`-`	`-`

Net (loss) income	`$(2,386,204)`	`$(6,484)`	`$(2,501,853)`	`$(8,291)`

Basic and diluted loss per share	`$(0.17)`	`$(0.00)`	`$(0.19)`	`$(0.00)`

Average number of common shares outstanding - basic and diluted	`13,643,369`	`12,425,420`	`13,168,553`	`12,425,420`

See accompanying notes to the unaudited condensed consolidated financial statements.

Mycotopia Therapies, Inc.

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

For the three and nine months ended September 30, 2021 and 2020

(Unaudited)

	Common Stock				Additional		Accumulated
	Shares		Amount		Paid-In Capital		Deficit		Total

Balance as of December 31, 2020	12,925,000	$	12,925	$	-	$	(29,174)	$	(16,249)
Net loss for the quarter ended, March 31, 2021							(8,240)		(8,240)
Balance as of March 31, 2021	12,925,000		12,925		-		(37,414)		(24,489)
Net loss for the quarter ended, June 30, 2021	-		-		-		(107,409)		(107,409)
Balance as of June 30, 2021	12,925,000	$	12,925	$	-	$	(144,823)	$	(131,898)
Stock based compensation	1,007,537		1,008		2,265,992				2,267,000
Debt discount on convertible note payable					485,000				485,000
Net loss for the quarter ended, September 30, 2021							(2,386,204)		(2,386,204)
Balance as of September 30, 2021	13,932,537	$	13,933	$	2,750,992	$	(2,531,027)	$	233,898

	Common Stock				Additional		Accumulated
	Shares		Amount		Paid-In Capital		Deficit		Total

Balance as of December 31, 2019	12,425,000	$	12,425	$	-	$	(12,645)	$	280
Net loss for the quarter ended, March 31, 2020	-		-		-		(157)		(157)
Balance as of March 31, 2020	12,425,000		12,425		-		(12,802)		123
Net loss for the quarter ended, June 30, 2020	-		-		-		(1,650)		(1,650)
Balance as of June 30, 2020	12,425,000		12,425		-		(14,452)		(1,527)
Net loss for the quarter ended, September 30, 2020	-		-		-		(6,484)		(6,484)
Balance as of September 30, 2020	12,425,000	$	12,425	$	-	$	(20,936)	$	(8,011)

See accompanying notes to the unaudited condensed consolidated financial statements.

Mycotopia Therapies, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Nine Months Ended September 30,
		2021			2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(2,501,853)	$		(8,291)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		249
Amortization of debt discount		24,966
Stock based compensation		2,267,000
Changes in operating assets and liabilities:
Accounts payable and accrued expenses		58,474			1,224
Accrued interest - shareholder loan		5,807			-
Net cash used in operating activities		(145,357)			(7,067)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment		(2,995)			-
Net cash used in investing activities		(2,995)			-


CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from shareholder loan		500,000			125,000
Proceeds from the issuance of convertible debt		485,000			-
Net cash provided by financing activities		985,000			125,000


Net increase in cash		836,648			117,933

Cash, beginning of period		110,747			-

Cash, end of period	$	947,395		$	117,933


Non-cash Investing and Financing Activities:
Debt discount on convertible note payable	$	485,000		$	-

Supplemental cash flow information:
Cash paid for interest	$	-			-
Cash paid for income taxes	$	-			-

See accompanying notes to the unaudited condensed consolidated financial statements.

MYCOTOPIA THERAPIES, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2021

1. Organization and Description of Business

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 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.

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

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

2. Going Concern

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

For the nine months ended September 30, 2021, the Company incurred a net loss of $2,501,853, had negative cash flows from operations of $145,357 and may incur additional future losses. At September 30, 2021, the Company had total current assets of $947,395 and total current liabilities of $216,243 resulting in working capital of $731,152.

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. The ongoing COVID-19 pandemic contributes to this uncertainty.

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, 2021

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 Form10-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.

Principles 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 the unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements, and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

Cash

The Company considers all highly liquid investments purchased with maturities of three months or less to be cash equivalents. The Company has no cash equivalents.

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 number of warrants, options, and convertible debt, which were not included in the computation of earnings per share because the effect was antidilutive, was 14,389,369 and 0 for the nine months ended September 30, 2021 and 2020, respectively.

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, 2021 and December 31, 2020, the Company had a full valuation allowance against its deferred tax assets.

Stock- Based Compensation

Stock-based compensation is computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 718. FASB ASC 718 requires all share-based payments to employees

MYCOTOPIA THERAPIES, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2021

and non- employees be recognized as compensation expense in the consolidated financial statements based on their f air values. The expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). As of September 30, 2021, the Company has not adopted a Stock Option Plan and has not 7 any options.

Fair value of financial instruments

The Company accounts for financial instruments in accordance with ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”). 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 nine months ended September 30, 2021 and 2020.

Recently issued 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.

4. Related Party Transaction

During the nine months ended September 30, 2020, the Company entered into a two term promissory notes with Ehave, Inc. (a majority shareholder) in the amount of $125,000. During the nine months ended September 30, 2021, the Company entered into 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. As of September 30, 2021 and December 31, 2020, the Company owes $625,000 and $125,000, respectively. During the three months ended September 30, 2021 and 2020, the Company recorded interest expense of $2,513 and $545, respectively, in relation to these notes. During the nine months ended September 30, 2021 and 2020, the Company recorded interest expense of $3,051 and $702, respectively, in relation to these notes.

5. PROMISSORY AND CONVERTIBLE NOTES

During the period ended September 30, 2021, the Company issued convertible promissory notes in the principal amount of $555,000. The principal amount includes $55,000 of original issue discount, $15,000 in deferred financing fees and 555,000 warrants with an exercise price of $1.00 per share. The term of the notes are 24 months and carry an

MYCOTOPIA THERAPIES, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2021

effective interest rate of 8.00%. The notes mature beginning on August 27, 2023 through September 17, 2023. The convertible promissory notes are convertible into shares of common stock at $1.00 per share. The Company recorded a debt discount in the amount of $485,000, in the aggregate, in relation to the original issue discount, conversion feature and warrants. During the period ended September 30, 2021, the Company converted $0 of principal debt and issued -0- shares of common stock, in the aggregate, upon conversion of the convertible promissory notes. During the period ended September 30, 2021, the Company recorded amortization expense in the amount of $24,966 in relation to the amortization of debt discount of which $21,849 was recorded as amortization expense in relation to the warrants and conversion feature and $2,418 and $699 was recorded as interest expense in relation to the original issue discount and financing fees in the consolidated statements of operations and comprehensive income. As of September 30, 2021, the Company had an unamortized balance related to debt discount, warrants, and conversion features of $52,582, $478,150, and $14,302, respectively.

6. STOCKHOLDERS’ EQUITY (DEFICIT)

STOCK BASED COMPENSATION

On July 26, 2021, the Company issued 500,000 shares of common stock to a consultant for services rendered. The Company expensed $1,126,000 in relation to this issuance.

On July 26, 2021, the Company issued 250,000 shares of common stock to a consultant for services rendered. The Company expensed $563,000 in relation to this issuance.

On July 27, 2021, the Company issued 7,537 shares of common stock to a consultant for services rendered. The Company expensed $15,000 in relation to this issuance.

Warrants Issued

The following table reflects a summary of Common Stock warrants outstanding and warrant activity during the period ended September 30, 2021

	Underlying Shares			Weighted Average Exercise Price		Weighted Average Term (Years)
Warrants outstanding at January 1, 2021		-			-		-
Granted		555,000			1.5		2
Exercised		-			-		-
Forfeited		-			-		-
Warrants outstanding and exercisable at September 30, 2021		555,000	$		1.5		2

The intrinsic value of warrants outstanding as of September 30, 2021 was $50,500.

MYCOTOPIA THERAPIES, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2021

The warrants granted during the period ending September 30, 2021 were valued using the Black-Scholes option pricing model using the following weighted average assumptions:

	Nine Months Ended September 31, 2021
Expected term, in years		2
Exercise price		1.5
Expected volatility		100%
Stock price		1.8 – 2.0
Risk-free interest rate		0.22 – 0.23
Dividend yield		0%

7. Subsequent Events

The company’s management has evaluated subsequent events occurring after September 30, 2021, the date of our most recent balance sheet, through the date our financial statements were issued.

In October of 2021, the company issued 25,000 shares of common stock pursuant to the convertible promissory note agreement.

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS 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.

Overview

Mycotopia Therapies, Inc. (“Mycotopia Therapy”) focuses on the use of psychedelics for the treatment of mental health issues. We intend to provide psychedelic therapies through technology-focused, data-driven, and medical-based solutions for people dealing with anxiety, depression, bipolar disorders, PTSD, ADHD, autism, and addictions. With a primary focus of helping patients heal and reclaim their life, Mycotopia Therapy endeavors to guide individuals through their journey of healing. This is accomplished by acquiring an understanding of the causes and works to mental wellness through psychedelic enhanced psychotherapy, integrated with a professional team of mental wellness practitioners and cutting-edge technology. Psychedelic therapy is a holistic and spiritual approach providing healing and has shown successful treatment for many years.

Recent Developments

Ehave, Inc, a publicly traded company, sold 100% of its wholly-owned subsidiary Mycotopia Therapies, Inc., a Florida corporation, to the Company (previously known as 20/20 Global Inc.) On May 4, 2021 20/20 Global, Inc. changed its name to Mycotopia Therapies, Inc. and changed its OTC Markets’ trading symbol to TPIA. As a result of the transaction closing, Ehave controls approximately 75.77% of our outstanding shares

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with U.S. GAAP requires companies to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. These estimates and judgments are subject to an inherent degree of uncertainty, and actual results may differ. Our significant accounting policies are more fully described in Note 3 to our financial statements included elsewhere in this Quarterly Report. Critical accounting estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances, and are particularly important to the portrayal of our financial position and results of operations. Our estimates are primarily guided by observing the following critical accounting policies.

Results of Operations

Comparison of the Three Months Ended September 30, 2021 and 2020

General and administrative

General administrative expenses consist primarily of costs associated without overall operations and being a public company. The costs include legal and professional services, corporate and compliance related fees.

General and administrative expense for the three months ended September 30, 2021 totaled $2,354,600, an increase of $2,348,668 compared to $5,932 for the three months ended September 30, 2020. The increase was primarily due to an increase stock based compensation of $2,267,000 related to shares issued to consultants and board members. In addition, an increase of $58,100 in legal and professional fees in relation to being a public traded company, an increase of $26,267 in compensation and consulting fees, an increase of $12,246 of stock transfer fees, and an increase of $7,178 in other miscellaneous expenses.

Other expense

Other expense for the three months ended September 30, 2021 totaled $31,604, an increase of $31,052 compared to $552 for the three months ended September 30, 2020. The increase was due to interest expense on our loan with Ehave, Inc.

Comparison of the Nine Months Ended September 30, 2021 and 2020

General and administrative

General and administrative expense for the nine months ended September 30, 2021 totaled $2,467,198, an increase of $2,460,161 compared to $7,037 for the nine months ended September 30, 2020. The increase was primarily due to an increase stock based compensation of $2,267,000 related to shares issued to consultants and board members. In addition, an increase of $58,100 in legal and professional fees in relation to being a public traded company, an increase of $26,267 in compensation and consulting fees, an increase of $12,246 of stock transfer fees, and an increase of $14,880 in other miscellaneous expenses.

Other expense

Other expense for the nine months ended September 30, 2021 totaled $34,655, an increase of $33,401 compared to $1,254 for the nine months ended September 30, 2020. The increase was due to interest expense on our loan with Ehave, Inc.

Liquidity and Capital Resources

To date, we have generated no revenues, experienced negative operating cash flows and have incurred operating losses from our activities. We expect to continue to fund our operations through the issuance of debt or equity. As of September 30, 2021, our accumulated deficit was $2,531,027. Such conditions raise substantial doubts about our ability to continue as a going concern.

As of September 30, 2021, we entered into term promissory notes with Ehave, Inc. (a majority shareholder) in the amount of $625,000, in the aggregate. The notes mature two years after the issuance date and bear an interest rate of 1.75% per year. As of September 30, 2021, we owe $625,000 in accordance with these notes.

Further, during the quarter ended March 31, 2020, a pandemic occurred. While the full impact of the pandemic continues to evolve, the financial markets have been subject to significant volatility that adversely impacts our ability to enter into, modify, and negotiate favorable terms and conditions relative to equity and debt financing initiatives.

The uncertain financial markets, potential disruptions in supply chains, mobility restraints, and changing priorities could also affect our ability to enter into key agreements. The outbreak and government measures taken in response to the pandemic have also had a significant impact, both direct and indirect, on businesses and commerce, as worker shortages have occurred; supply chains have been disrupted; facilities and production have been suspended; and demand for certain goods and services, such as medical services and supplies, have spiked, while demand for other goods and services, such as travel, have fallen. The future progression of the outbreak and its effects on our business and operations are uncertain. While expected to be temporary, these disruptions will negatively impact our sales, results of operations, financial condition, and liquidity in 2021.

As of September 30, 2021, we had total current assets of $947,395 and total current liabilities of $216,243 resulting in working capital of $731,152. Net cash used in operating activities for the nine months ended September 30, 2021 was $145,357, which includes a net loss of $2,501,853, offset by changes in net working capital items related to the increase in accrued interest on our shareholder loan in the amount of $5,807 and an increase in accounts payable of $58,474, in addition to stock based compensation of $2,267,000, depreciation of $249, and amortization of $24,966.

As of September 30, 2021, we had cash of $947,395. We will need to raise significant additional capital to continue to fund operations. We may seek to sell common or preferred equity, convertible debt securities or seek other debt financing. In addition, we may seek to raise cash through collaborative agreements or from government grants. The sale of equity and convertible debt securities may result in dilution to our shareholders and certain of those securities may have rights senior to those of our common shares. If we raise additional funds through the issuance of preferred stock, convertible debt securities or other debt financing, these securities or other debt could contain covenants that would restrict our operations. Any other third-party funding arrangement could require us to relinquish valuable rights. The source, timing and availability of any future financing will depend principally upon market conditions, and, more specifically, on the progress of our product and programs as well as commercial activities. Funding may not be available when needed, at all, or on terms acceptable to us. Lack of necessary funds may require us, among other things, to delay, scale back or eliminate expenses including those associated with our planned product development and commercial efforts.

Operating Activities

During the first nine months of 2021 and 2020, the net cash outflow from operating activities was $145,357 and $7,067, respectively. The 2021 amount was comprised of our net loss of $2,501,853, offset by noncash stock-based compensation expense of $2,267,000, depreciation of $249, amortization of the debt discount of $24,966, and net increase in operating liabilities of $64,281. The 2020 amount was comprised of our net loss of $8,291, offset by a net increase in operating liabilities of $1,224.

Financing Activities

Financing activities totaling $985,000 for the nine months ended September 30, 2021 reflected $485,000 in proceeds from the sale convertible debt and proceeds of $500,000 from loans from shareholders. Financing activities for the nine months ended September 30, 2020 consisted of $125,000 in proceeds from loans from shareholders.

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, 2021. 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, 2021, with no change in internal control procedures during the quarter.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

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

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

On May 4, 2021 the Company changed its name from 20/20 Global, Inc. to Mycotopia Therapies Inc. Its trading symbol also changed to TPIA.

Item 6. Exhibits

The following exhibits are filed as part of this report:

Exhibit Number*	Title of Document	Location

Item 3.	Articles of Incorporation and Bylaws
3.01	Amended and Restated Articles of Incorporation of 20/20 Global, Inc.	Incorporated by reference from the registration statement on Form 10 filed April 15, 2019

3.02	Bylaws of 20/20 Global, Inc.	Incorporated by reference from the registration statement on Form 10 filed April 15, 2019
3.03	Amendment to Bylaws	Incorporated by reference from the Quarterly Report on Form 10-Q filed May 20, 2021

Item 10	Material Contracts
10.01	Stock Purchase Agreement between 20/20 Global, Inc. and Ehave, Inc.	Incorporated by reference from the Current Report on Form 8-K filed December 29, 2020.

10.02	Change of Control and Funding Agreement	Incorporated by reference from the Current Report on Form 8-K filed December 29, 2020.

10.03	Amendment to Escrow Agreement and Definitive Agreements	Incorporated by reference from the Current Report on Form 8-K filed January 6, 2021.

Item 31.	Rule 13a-14(a)/15d-14(a) Certifications
31.01	Certification of Principal Executive and Principal Financial Officer Pursuant to Rule 13a-14	This filing

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

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.

	20/20 Global, Inc.

Date: August 19, 2021	By:	/s/ Ben Kaplan
	Name:	Ben Kaplan
	Title:	Chief Executive Officer and Principal Accounting Officer