10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended December 31, 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			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: None
Title of each class		Trading Symbol(s)	Name of each exchange on which registered
N/A		N/A	N/A
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, Par Value $0.001
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  ☐ Yes  ☒ No
Indicate by check mark if the registrant is not required to file reports pursuant to the Section 13 or Section 15(d) of the Exchange Act.  ☒ Yes  ☐ No

1

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or Section 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days.
☒ Yes  ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes  ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
	Large accelerated filer ☐	Accelerated filer ☐
	Non-accelerated Filer ☒	Smaller reporting company ☒
	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting fi rm that prepared or issued its audit report   ☐

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. The aggregate market value of the voting and nonvoting common equity held by non affiliates, computed by reference to the price at which our common equity was last sold or the average bid and asked price of such common equity at June 30, 2021, was $6,232,015.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. As of April 11, 2022, we had 14,322,374 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE: None.

2

EXPLANATORY NOTE

Mycotopia Therapies, Inc. (the “Company”) filed its Annual Report on Form 10-K for the year ended December 31, 2021, with the Securities and Exchange Commission (“SEC”) on April 14, 2022 (the “Original Form 10-K”). This Amendment No. 1 on Form 10-K/A (“Amendment No. 1” or “Form 10-K/A”) is being filed to reflect the restatement of accounts payable, common stock, additional paid-in capital, general and administrative expense, net loss, and net loss per share (the “Restatement”) in the consolidated balance sheet and statement of operations for the year ended December 31, 2021.

The Restatement is due to the Company performing an evaluation of its accounting in connection with the employment agreement entered into between the Company and Ben Kaplan, the Company’s CEO. Management determined that the Original Form 10-K does not give effect to $288,000 cash compensation and the issuance of a warrant (the “Warrant”) to purchase shares equal to 5% of the fully diluted common stock outstanding of the Company. The cash compensation and Warrant was granted to the Chief Executive Officer of the Company pursuant to his consulting agreement entered into on November 17, 2021. On April 25, 2023, management concluded its evaluation and determined that the identified errors require the filing of Amendment No. 1, as further discussed in Notes 1 and 4 to the consolidated financial statements included in this Form 10-K/A.

3

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION (RESTATED)

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

Results of Operations

Comparison of Years Ended December 31, 2021 and 2020

Sales and Cost of Sales

We did not have any revenue or cost of revenue from operations for the years ended December 31, 2021 and 2020.

Operating Expenses from Operations

Operating expenses from operations for the years ended December 31, 2021 and 2020, consisted of general and administrative expenses of $4,986,970. 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 increased administrative costs due to increased compliance costs. The Company has employed cost savings strategies as we seek to find another active business that may be interested in acquiring us.

Other Income (Expense) from Operations

Other expense of $151,621 for the year ended December 31, 2021 consisted of interest expense from convertible notes with debt discounts and interest expense from related parties. Other expense of $1,806 for the year ended December 31, 2020, consisted of $1,806 of interest expense from related parties.

Net Loss from Operations

We had a net loss from operations for the years ended December 31, 2021 and 2020, of $4,986,970 and $14,223, respectively.

Liquidity and Capital Resources

As of December 31, 2021, we had working capital of $673,149, up from working capital of $108,751 as of December 31, 2020. Our current assets of $1,267,519 consisted solely of cash, while our current liabilities consisted predominantly of accounts payable and accrued expenses, related party accrued expenses,  and a shareholder loan. We had an accumulated deficit of $5,167,765 as of December 31, 2021, an increase from an accumulated deficit of $29,174 as of December 31, 2020.

Operating activities used net cash of $235,482 for the year ended December 31, 2021, as compared to using net cash of $14,253 for the year ended December 31, 2020. Investing activities used net cash of $2,746 and $0, respectively, for the years ended December 31, 2021 and 2020. Financing activities provided cash proceeds of $1,395,000 for the year ended December 31, 2021, as compared cash proceeds of $125,000 for the year ended December 31, 2020. We had a cash balance of $1,267,519 and $110,747 as of December 31, 2021 and 2020, respectively.

Our monthly operating costs averaged approximately $19,900 per month for the year ended December 31, 2021, excluding capital expenditures. We plan to fund our operations with our cash on hand.

4

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

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Critical Accounting Policies

We have identified the policies outlined below as critical to our business operations and an understanding of our results of operations. The list is not intended to be a comprehensive list of all of our accounting policies. In many cases, the accounting treatment of a particular transaction is specifically dictated by generally accepted accounting principles in the United States, with no need for management’s judgment in their application. The impact and any associated risks related to these policies on our business operations is discussed throughout Management’s Discussion and Analysis of Financial Condition and Results of Operations when such policies affect our reported and expected financial results. For a detailed discussion on the application of these and other accounting policies, see the notes to our December 31, 2021, 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.

Revenue Recognition and Cost of Goods Sold

Effective January 1, 2018, we adopted ASC Topic 606, Revenue from Contracts with Customers. Under ASC Topic 606, we recognize revenue from the commercial sales of products and licensing agreements by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied.

Our shipping terms typically specify FOB origination, at which time title and risk of loss have passed on to the customer as well as shipping and handling fees. Shipping and handling costs and fees are treated as a delivered load. On a delivered load versus an FOB load, we take the billing and pay the carriers. We contract with the carrier and, therefore, handle the shipping and handling charges and treat it as a “delivered sale.”

Income Taxes

We adopted ASC Topic 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 Topic 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 Topic 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 Topic 740-10-25.

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

5

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).

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 years ended December 31, 2021 and 2020.

Recently Issued Accounting Pronouncements

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

6

INDEX TO FINANCIAL STATEMENTS

 

	Page
Audited Consolidated Financial Statements for the Years
Ended December 31, 2021 and 2020:
Report of Independent Registered Public Accounting Firm (PCAOB ID: 6117)	F-2
Consolidated Balance Sheets as of December 31, 2021 and 2020	F-4
Consolidated Statements of Operations for the Years Ended December 31, 2021 and 2020	F-5
Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the Years Ended December 31, 2021 and 2020	F-6
Consolidated Statements of Cash Flows for the Years Ended December 31, 2021 and 2020	F-7
Notes to the Consolidated Financial Statements	F-8

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

Mycotopia Therapies, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets Mycotopia Therapies, Inc. (the Company) as of December 31, 2021 and 2020, and the related statements of operations, changes in stockholders’ equity, and cash flows for the years then ended, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as December 31, 2021 and 2020, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Going Concern Considerations

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

Basis for Opinion

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

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

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

Critical Audit Matter

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

Going Concern Disclosure

The consolidated financial statements of the Company are prepared on a going concern basis, which assumes that the Company will continue in operation for the foreseeable future and, accordingly, will be able to realize its assets and discharge its liabilities in the normal course of operations. As noted in “Going Concern Considerations” above, the Company has generated no revenues and has negative operating cash flows. The Company has contractual obligations, such as commitments for repayments of accounts payable, accrued liabilities, notes payable and convertible notes

F-2

payable (collectively “obligations”). Currently, management’s forecasts and related assumptions illustrate their ability to meet the obligations through management of expenditures, implementation of a new operational direction, obtaining additional debt financing, and issuance of capital stock for additional funding to meet its operating needs. Should there be constraints on the ability to implement its new business operations or access financing through stock issuances, the Company will continue to manage cash outflows and meet the obligations through debt financing.  

We identified management’s assessment of the Company’s ability to continue as a going concern as a critical audit matter. Management made judgments to conclude that it is probable that the Company’s plans will be effectively implemented and will provide the necessary cash flows to fund the Company’s obligations as they become due. Specifically, the judgments with the highest degree of impact and subjectivity in determining it is probable that the Company’s plans will be effectively implemented include its ability to manage expenditures, its ability to access funding from the capital market, its ability to obtain debt financing, and the successful implementation of its new operational direction. Auditing the judgments made by management required a high degree of auditor judgment and an increased extent of audit effort.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included the following, among others: (i) evaluating the probability that the Company will be able to access funding from the capital market; (ii) evaluating the probability that the Company will be able to manage expenditures (iii) evaluating the probability that the Company will be able to obtain debt financing, and (iv) evaluating the planned implementation of its new business operational direction.  

/s/ Pinnacle Accountancy Group of Utah

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

Pinnacle Accountancy Group of Utah

Farmington, Utah

April 14, 2022, except the effects of the matter described in Note 2, Note 3, Note 4, Note 6 and Note 8, which are dated October 11, 2023

F-3

Mycotopia Therapies, Inc.
CONSOLIDATED BALANCE SHEETS
		December 31,		December 31,
		2021		2020
		(Restated)
CURRENT ASSETS
Cash	$	1,267,519	$	110,747
TOTAL CURRENT ASSETS		1,267,519		110,747
NON-CURRENT ASSETS
Equipment, net		2,497		-
TOTAL ASSETS	$	1,270,016	$	110,747
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	121,031	$	220
Accrued expenses - related party		338,000		-
Accrued interest - shareholder loan		10,339		1,776
Shareholder loan		125,000		-
TOTAL CURRENT LIABILITES		594,370		1,996
Convertible Note Payable, net of debt discount		123,625		-
Shareholder loan payable, non-current		500,000		125,000
TOTAL LIABILITIES		1,217,995		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; 13,932,537 and 12,925,420, shares issued and outstanding, respectively.		13,966		12,925
Additional paid-in capital		5,205,820		-
Accumulated deficit		(5,167,765)		(29,174)
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)		52,021		(16,249)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	1,270,016	$	110,747

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

F-4

Mycotopia Therapies, Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS
	For the Year Ended December 31,
	2021		2020
		(Restated)
Operating Expense
General and administrative	$	4,986,970	$	14,223
Total Operating Expense		4,986,970		14,223
Loss from Operations		(4,986,970)		(14,223)
Other expense
Interest expense		(143,057)		-
Interest expense - related party		(8,564)		(1,806)
Total other expense		(151,621)		(1,806)
Net loss before provision for income taxes		(5,138,591)		(16,029)
Provision for income taxes		-		-
Net loss	$	(5,138,591)	$	(16,029)
Basic and diluted loss per share	$	(0.38)	$	(0.00)
Average number of common shares outstanding - basic and diluted		13,412,634		12,425,420
The accompanying notes are an integral part of these consolidated financial statements

F-5

Mycotopia Therapies, Inc.
Consolidated Statements of Stockholders' Equity (Deficit)
For the year ended December 31, 2021 and 2020
	Common Stock			Additional		Accumulated
	Shares	Amount		Paid-In Capital		Deficit		Total
Balance as of December 31, 2019	12,425,420	$	12,425	$	-	$	(13,145)	$	(720)
Common stock issued for services - related party	500,000		500		-		-		500
Stock options issued for services	-		-		-		-		-
Net loss for the year ended, December 31, 2020	-		-		-		(16,029)		(16,029)
Balance as of December 31, 2020	12,925,420	$	12,925	$	-	$	(29,174)	$	(16,249)
Stock based compensation (restated)	1,016,912		1,016		4,310,845		-		4,311,861
Sale of common shares (and warrants) in private placements	-		-		-		-		-
Debt discount on convertible debt and warrants	25,000		25		894,975		-		895,000
Stock Issuance due on services rendered in prior periods	-		-		-		-		-
Stock issued to debt holder	-		-		-		-		-
Net loss for the year ended, December 31, 2021 (restated)	-		-		-		(5,138,591)		(5,138,591)
Balance as of December 31 , 2021 (restated)	13,967,332	$	13,966	$	5,205,820	$	(5,167,765)	$	52,021
The accompanying notes are an integral part of these consolidated Financial Statements

F-6

Mycotopia Therapies, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
	For the Year Ended, December 31,
	2021		2020
		(Restated)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(5,138,591)	$	(16,029)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		249		-
Amortization of debt discount		123,625		-
Stock based compensation		4,311,861		-
Changes in operating assets and liabilities:
Increase in accounts payable and accrued expenses		120,811		1,776
Increase in accrued expenses - related party		338,000		-
Increase in accrued interest - shareholder loan		8,563		-
Net cash used in operating activities		(235,482)		(14,253)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment		(2,746)		-
Net cash provided by investing activities		(2,746)		-
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from shareholder loan		500,000		125,000
Proceeds from the issuance of convertible debt		895,000		-
Net cash provided by financing activities		1,395,000		125,000
Net increase in cash		1,156,772		110,747
Cash, beginning of period		110,747		-
Cash, end of period	$	1,267,519	$	110,747
Non-cash Investing and Financing Activities:
Debt discount on convertible note payable	$	895,000	$	-
Supplemental cash flow information:
Cash paid for interest	$	-	$	-
Cash paid for income taxes	$	-	$	-
The accompanying notes are an integral part of the consolidated financial statements.

F-7

MYCOTOPIA THERAPIES, INC.

Notes to Consolidated Financial Statements (Restated)

December 31, 2021 and 2020

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 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.

NOTE 2 - GOING CONCERN (RESTATED)

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

For the year ended December 31, 2021, the Company incurred a net loss of $5,138,591, had negative cash flows from operations of $235,482 and may incur additional future losses. At December 31, 2021, the Company had total current assets of $1,267,519 and total current liabilities of $594,370 resulting in working capital of $673,149.

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.

F-8

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (RESTATED)

Restatement of Previously Issued Financial Statements

Subsequent to the Company’s filing of its Annual Report on Form 10-K for the year ended December 31, 2021, with the Securities and Exchange Commission on April 14, 2022, the Company performed an evaluation of its accounting in connection with the employment agreement entered into between Mycotopia and Ben Kaplan, the Company’s CEO. Management determined that the Original Form 10-K does not give effect to $288,000 cash compensation and the issuance of a warrant (the “Warrant”) to purchase shares 5% of the fully diluted common stock outstanding of Mycotopia. The cash compensation and Warrant was granted to the Chief Executive Officer of the Company pursuant to his consulting agreement (the “Consulting Agreement”) with Mycotopia entered into on November 17, 2021. Management concluded on April 25, 2023 that it has identified errors in its calculation of compensation in relation to the Consulting Agreement. Accordingly, the Company restates its consolidated financial statements in this Form 10-K/A as outlined further below and in Note 4 - Related Party Transactions.

The following table sets forth the effects of the adjustments on affected items within the Company’s previously reported consolidated balance sheets for the year ended December 31, 2021, and includes an increase to accounts payable of $288,000, an increase to additional paid-in capital of $2,029,861, and an increase to accumulated deficit of $2,317,861.

	As Reported		Reclass		Adjustment		As Restated
Accounts payable	$	171,031	$	(50,000)	$	-	$	121,031
Accrued expenses – related party	$	-	$	50,000	$	288,000	$	338,000
Total current liabilities	$	306,370	$	-	$	288,000	$	594,370
Total liabilities	$	929,995	$	-	$	288,000	$	1,217,995
Additional paid-in capital	$	3,175,959	$	-	$	2,029,861	$	5,205,820
Accumulated deficit	$	(2,849,904)	$	-	$	(2,317,861)	$	(5,167,765)
Total stockholders’ equity	$	340,021	$	-	$	(288,000)	$	52,021

The following table sets forth the effects of the adjustments on affected items within the Company’s previously reported consolidated statements of operations for the year ended December 31, 2021, and includes an increase to general and administrative expense, total operating expenses, loss from operations and net loss of $2,317,861 and an increase  to basic and diluted net loss per share of $0.17.

	As Reported		Adjustment		As Restated
General and administrative	$	2,669,109	$	2,317,861	$	4,986,970
Total operating expenses	$	2,669,109	$	2,317,861	$	4,986,970
Loss from operations	$	(2,669,109)	$	(2,317,861)	$	(4,986,970)
Net loss before provision from income taxes	$	(2,820,730)	$	(2,317,861)	$	(5,138,591)
Net loss	$	(2,820,730)	$	(2,317,861)	$	(5,138,591)
Basic and diluted loss per share	$	(0.21)	$	(0.17)	$	(0.38)

Additionally, please refer to Note 4 – Related Party Transactions, where the Company has included additional disclosure related to the CEO’s consulting agreement with the Company.

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and include the accounts of the Company and its wholly owned subsidiaries, Mycotopia Therapies Inc., a Florida corporation. All inter-company accounts and transactions have been eliminated in consolidation. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification, or ASC, and Accounting Standards Updates, or ASUs, of the Financial Accounting Standards Board.

F-9

Basis of Consolidation

The accompanying 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 on the straight-line method at rates based upon the estimated useful lives of the various assets. Depreciation expense was $249 and $0 for the years ended December 31, 2021 and 2020, 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 2021 and 2020.

Revenue Recognition

The Company follows Financial Accounting Standards Board (“FASB”), Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers. Under ASC Topic 606, revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that an entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the company expects to receive in exchange for those goods. We apply the following five-step model in order to determine this amount: (i) identification of the promised goods in the contract; (ii) determination of whether the promised goods are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) we satisfy each performance obligation.

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:

F-10

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 years ended December 31, 2021 and 2020.

Income Taxes

The Company provides for income taxes using the asset and liability approach. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. As of December 31, 2021 and 2020, the Company had a full valuation allowance against its deferred tax assets.

We adopted ASC Topic 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 Topic 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 Topic 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 Topic 740-10-25

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).

Basic and Diluted Net Loss per Share (Restated)

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 1,007,500 and 0 for the years ended December 31, 2021 and 2020, respectively, and the outstanding warrants that totaled 1,463,784 and 0 for the years ended December 31, 2021 and 2020, respectively.

F-11

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 (RESTATED)

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. As of December 31, 2021 and 2020, the Company owes $625,000 and $125,000, respectively. As of December 31, 2021, and 2020, the Company accrued interest related to these loans and has outstanding $10,339 and $1,776, respectively.  During the year ended December 31, 2021, and 2020, the Company recorded interest expense of $8,564 and $1,806, respectively, in relation to these notes.

Mycotopia Consulting Agreement with the CEO

On November 17, 2021, Mycotopia entered into an Executive Consulting Agreement (the “Mycotopia Consulting Agreement”), with Benjamin Kaplan (“BK”) to serve as the Company’s CEO for an initial term of 36 months. As of December 31, 2021, the Company recorded $288,000 for cash compensation as accrued expense - related party  in relation to the Mycotopia Consulting Agreement. During the year ending December 31, 2021, the Company recorded $2,317,861 as general and administrative expense, of which $2,029,861 was recorded as stock-based compensation in relation to the Warrant issued in connection with the Mycotopia Consulting Agreement.

Significant terms of the Mycotopia Consulting Agreement are as follows:

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

During the year ended December 31, 2021, the Company issued 812,118 vested Mycotopia warrants in accordance with the Warrant valued at $2,029,861 (Note 6).

Bonus

The Company will pay the CEO a bonus in Mycotopia restricted stock or restricted stock units based on the following EBITDA milestones. For the year ending December 31, 2021, no EBITDA milestones were met, and no amounts have been recorded for the bonus milestones.

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

F-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 Mycotopia, the CEO shall be granted shares of Mycotopia common stock or new series of Mycotopia preferred shares that is convertible into Mycotopia common stock equal to 5% of the value of all the consideration, including any stock, cash or debt of such completed transaction for Mycotopia. A “Significant Transaction” shall mean a financing of at least $500,000 or the closing of an acquisition with a valuation of at least $1,000,000 for Mycotopia. For the year ending December 31, 2021, the Company did not grant any equity in relation to a Significant Transaction.

As of December 31, 2021, no amounts have been accrued related to the bonuses.

NOTE 5 – PROMISSORY AND CONVERTIBLE NOTES

During the year ended December 31, 2021, the Company issued convertible promissory notes in the principal amount of $1,007,500. The principal amount includes $96,000 of original issue discount, $16,500 in cash financing fees, $49,750 in non-cash financing fees and 651,666 warrants with an exercise price of $1.50 per share. The term of the notes are 24 months and carry an 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 $1,007,500, in the aggregate, in relation to the original issue discount and cash financing fees of $112,500, and the conversion feature, warrants, the 25,000 shares of common stock (see Note 6) recorded at fair value in the amount of $895,000. During the year ended December 31, 2021, the Company recorded amortization expense in the amount of $123,625 in relation to the amortization of debt discount of which $102,634 was recorded as amortization expense in relation to the warrants and conversion feature and $11,942 and $9,048 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 December 31, 2021, the Company had an unamortized debt discount balance of $883,875 with a weighted amortization period of 1.87 years.

The Company recorded $895,000 as a debt discount with an offset to additional paid-in capital in relation to the beneficial conversion feature, the warrants, and the 25,000 shares of common stock issued in relation to the convertible debt. The common stock was valued at $49,750. The beneficial conversion feature was valued at $339,243 and the warrants were valued at $506,007, in the aggregate. The Company calculated the fair value of the beneficial conversion feature and warrants using the black-scholes option pricing model with the following assumptions:

	For the Year Ended December 31, 2021
Expected term, in years		2.0
Exercise price		1.5
Expected volatility		100%
Stock price		1.80 – 2.49
Risk-free interest rate		0.22% – 0.71%
Dividend yield		0%

F-13

NOTE 6 – STOCKHOLDERS’ EQUITY (RESTATED)

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.

During the year ended December 31, 2021, the Company issued 25,000 shares of common stock upon the issuance of debt to a third-party. The shares were valued at $49,750 which was recorded as an increase to equity with an offset to debt discount.

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 which was the grant date fair value.

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 which was the grant date fair value.

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 which was the grant date fair value.

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

During the year ended December 31, 2021, the Company issued 812,118 vested Mycotopia warrants in accordance with the BK Warrant valued at $2,029,861 (Note 4).

Warrants Issued

During the year ended December 31, 2021, the Company issued 651,666 warrants, to purchase common stock as part of the convertible promissory notes discussed above in Note 5.

The following table reflects a summary of Common Stock warrants outstanding and warrant activity during the period ended December 31, 2021

	Underlying Shares			Weighted Average Exercise Price		Weighted Average Term (Years)
Warrants outstanding at January 1, 2021		-			-
Granted		1,463,784			0.67		2.00
Exercised		-			-		-
Forfeited		-			-		-
Warrants outstanding and exercisable at December 31, 2021		1,463,784	$		0.67		1.81

The intrinsic value of warrants outstanding as of December 31, 2021 was approximately $2,562,000.

F-14

The Company calculated the fair value of the warrants using the black-scholes option pricing model with the following weighted average assumptions for the year ended December 31, 2021:

	For the Year Ended December 31, 2021
Expected term, in years		2.0
Exercise price	$	0.67
Expected volatility		100	%
Stock price	$	2.26
Risk-free interest rate		0.44	%
Dividend yield	$	-

NOTE 7 – 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 (Note 4).

NOTE 8 – INCOME TAXES (RESTATED)

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

	2021		2020
Current Income taxes	$		$
Federal		-		-
State		-		-
Total current income tax expenses	$	-	$	-
Deferred income taxes
Federal	$	-	$	-
State		-		-
Total current income tax expenses	$	-	$	-
Total income tax expense	$	-	$	-

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

	2021		2020
Tax expense at U.S. federal statutory rate (21%)	$	(1,079,104)	$	(2,993)
Tax expense at state statutory rate (4.5%)		(123,863)		(619)
Stock Based Compensation		479,220		-
Amortization of Debt Discount		25,961		-
Change in valuation allowance		722,509		3,612
Other		(24,723)		-
Total	$	-	$	-

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

F-15

	2021		2020
Federal net operating loss carryforward	$	601,639	$	2,993
State net operating loss carryforward		124,482		619
Deferred tax assets	$	726,121	$	3,612
Valuation allowance		(726,121)		(3,612)
Total net deferred tax assets	$	-	$	-

The Company has net operating losses amounting to $464,636 for federal and Florida which can be carried forward indefinitely but are limited to 80% usage.

NOTE 9 – SUBSEQUENT EVENTS

The Company’s management has evaluated subsequent events occurring after December 31, 2021, the date of our most recent consolidated balance sheet, through the date our financial statements were issued.

Subsequent to year end, the Company issued 59,642 shares of common stock valued at $86,250 as stock based compensation for consulting services rendered.

The Company issued 32,900 shares of common stock for $100,000 in proceeds to shareholders as part under a Regulation A offering of Section 3(6) of the Securities Act of 1933.

The Company issued 262,500 shares of common stock valued at $260,000 as stock based compensation for consulting services rendered.

F-16

XML

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2021	Apr. 11, 2022	Jun. 30, 2021
Details
Registrant CIK	0001763329
Fiscal Year End	--12-31
Registrant Name	MYCOTOPIA THERAPIES, INC.
SEC Form	10-K/A
Period End date	Dec. 31, 2021
Tax Identification Number (TIN)	87-0645794
Number of common stock shares outstanding		14,322,374
Public Float			$ 6,232,015
Filer Category	Non-accelerated Filer
Current with reporting	Yes
Interactive Data Current	Yes
Voluntary filer	No
Well-known Seasoned Issuer	No
Shell Company	false
Small Business	true
Emerging Growth Company	false
Document Financial Statement Error Correction	false
Amendment Description	Mycotopia Therapies, Inc. (the Company) filed its Annual Report on Form 10-K for the year ended December 31, 2021, with the Securities and Exchange Commission (SEC) on April 14, 2022 (the Original Form 10-K). This Amendment No. 1 on Form 10-K/A (Amendment No. 1 or Form 10-K/A) is being filed to reflect the restatement of accounts payable, common stock, additional paid-in capital, general and administrative expense, net loss, and net loss per share (the Restatement) in the consolidated balance sheet and statement of operations for the year ended December 31, 2021. The Restatement is due to the Company performing an evaluation of its accounting in connection with the employment agreement entered into between the Company and Ben Kaplan, the Companys CEO. Management determined that the Original Form 10-K does not give effect to $288,000 cash compensation and the issuance of a warrant (the Warrant) to purchase shares equal to 5 percent of the fully diluted common stock outstanding of the Company. The cash compensation and Warrant was granted to the Chief Executive Officer of the Company pursuant to his consulting agreement entered into on November 17, 2021. On April 25, 2023, management concluded its evaluation and determined that the identified errors require the filing of Amendment No. 1, as further discussed in Notes 1 and 4 to the consolidated financial statements included in this Form 10-K/A.
Document Annual Report	true
Document Transition Report	false
Entity File Number	000-56022
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	18851 NE 29th Ave.
Entity Address, Address Line Two	Suite 700
Entity Address, City or Town	Aventura
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33180
City Area Code	954
Local Phone Number	233-3511
Amendment Flag	true
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	FY
Auditor Firm ID	6117
Auditor Name	Pinnacle Accountancy Group of Utah
Auditor Location	Farmington, Utah

XML

CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2021	Dec. 31, 2020
CURRENT ASSETS
Cash	$ 1,267,519	$ 110,747
TOTAL CURRENT ASSETS	1,267,519	110,747
NON-CURRENT ASSETS
Equipment, net	2,497	0
TOTAL ASSETS	1,270,016	110,747
CURRENT LIABILITIES
Accounts payable and accrued expenses	121,031	220
Accrued expenses - related party	338,000	0
Accrued interest - shareholder loan	10,339	1,776
Shareholder loan	125,000	0
TOTAL CURRENT LIABILITES	594,370	1,996
TOTAL LIABILITIES	1,217,995	126,996
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, $0.001 par value; 5,000,000 shares authorized and no shares issued or outstanding	0	0
Common stock, $0.001 par value; 100,000,000 shares authorized; 13,932,537 and 12,925,420, shares issued and outstanding, respectively	13,966	12,925
Additional paid-in capital	5,205,820	0
Accumulated deficit	(5,167,765)	(29,174)
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)	52,021	(16,249)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	1,270,016	110,747
Convertible Note Payable, net of debt discount	123,625	0
Shareholder loan payable, non-current	$ 500,000	$ 125,000

XML

CONSOLIDATED BALANCE SHEETS - Parenthetical - $ / shares	Dec. 31, 2021	Dec. 31, 2020
CONSOLIDATED BALANCE SHEETS
Preferred Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Preferred Stock, Shares Authorized	5,000,000	5,000,000
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Common Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Common Stock, Shares Authorized	100,000,000	100,000,000
Common Stock, Shares, Issued	13,932,537	12,925,420
Common Stock, Shares, Outstanding	13,932,537	12,925,420

XML

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Operating Expense
General and administrative	$ 4,986,970	$ 14,223
Total Operating Expense	4,986,970	14,223
Loss from Operations	(4,986,970)	(14,223)
Other expense
Interest expense	(143,057)	0
Interest expense - related party	(8,564)	(1,806)
Total other expense	(151,621)	(1,806)
Net loss before provision for income taxes	(5,138,591)	(16,029)
Provision for income taxes	0	0
Net loss	$ (5,138,591)	$ (16,029)
Basic and diluted loss per share	$ (0.38)	$ (0.00)
Average number of common shares outstanding - basic and diluted	13,412,634	12,425,420

XML

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($)	Common Stock	Additional Paid-in Capital	Retained Earnings	Total
Equity, Attributable to Parent, Beginning Balance at Dec. 31, 2019	$ 12,425	$ 0	$ (13,145)	$ (720)
Shares, Outstanding, Beginning Balance at Dec. 31, 2019	12,425,420
Stock issued for services	$ 500	0	0	500
Stock Issued During Period, Shares, Issued for Services	500,000
Net loss	$ 0	0	(16,029)	(16,029)
Equity, Attributable to Parent, Ending Balance at Dec. 31, 2020	$ 12,925	0	(29,174)	(16,249)
Shares, Outstanding, Ending Balance at Dec. 31, 2020	12,925,420
Debt discount on convertible note payable				0
Net loss	$ 0	0	(5,138,591)	(5,138,591)
Equity, Attributable to Parent, Ending Balance at Dec. 31, 2021	$ 13,966	5,205,820	(5,167,765)	52,021
Shares, Outstanding, Ending Balance at Dec. 31, 2021	13,967,332
Stock based compensation (restated)	$ 1,016	4,310,845	0	4,311,861
Stock based compensation (restated)	1,016,912
Debt discount on convertible note payable	$ 25	$ 894,975	$ 0	$ 895,000
*note	25,000

XML

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (5,138,591)	$ (16,029)
Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities
Depreciation expense	249	0
Amortization of debt discount	123,625	0
Stock based compensation	4,311,861	0
Changes in operating assets and liabilities
Increase in accounts payable and accrued expenses	120,811	1,776
Increase in accrued expenses - related party	338,000	0
Increase in accrued interest - shareholder loan	8,563	0
Net cash used in operating activities	(235,482)	(14,253)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment	(2,746)	0
Net cash provided by investing activities	(2,746)	0
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from shareholder loan	500,000	125,000
Proceeds from the issuance of convertible debt	895,000	0
Net cash provided by financing activities	1,395,000	125,000
Net increase in cash	1,156,772	110,747
Cash, beginning of period	110,747	0
Cash, end of period	1,267,519	110,747
Non-cash Investing and Financing Activities
Debt discount on convertible note payable	895,000	0
Supplemental cash flow information
Cash paid for interest	0	0
Cash paid for income taxes	$ 0	$ 0

XML

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

12 Months Ended

Dec. 31, 2021

Notes

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

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 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.

XML

NOTE 2 - GOING CONCERN (RESTATED)

12 Months Ended

Dec. 31, 2021

Notes

NOTE 2 - GOING CONCERN (RESTATED)

NOTE 2 - GOING CONCERN (RESTATED)

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

For the year ended December 31, 2021, the Company incurred a net loss of $5,138,591, had negative cash flows from operations of $235,482 and may incur additional future losses. At December 31, 2021, the Company had total current assets of $1,267,519 and total current liabilities of $594,370 resulting in working capital of $673,149.

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.

XML

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (RESTATED)

12 Months Ended

Dec. 31, 2021

Notes

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (RESTATED)

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (RESTATED)

Restatement of Previously Issued Financial Statements

Subsequent to the Company’s filing of its Annual Report on Form 10-K for the year ended December 31, 2021, with the Securities and Exchange Commission on April 14, 2022, the Company performed an evaluation of its accounting in connection with the employment agreement entered into between Mycotopia and Ben Kaplan, the Company’s CEO. Management determined that the Original Form 10-K does not give effect to $288,000 cash compensation and the issuance of a warrant (the “Warrant”) to purchase shares 5% of the fully diluted common stock outstanding of Mycotopia. The cash compensation and Warrant was granted to the Chief Executive Officer of the Company pursuant to his consulting agreement (the “Consulting Agreement”) with Mycotopia entered into on November 17, 2021. Management concluded on April 25, 2023 that it has identified errors in its calculation of compensation in relation to the Consulting Agreement. Accordingly, the Company restates its consolidated financial statements in this Form 10-K/A as outlined further below and in Note 4 - Related Party Transactions.

The following table sets forth the effects of the adjustments on affected items within the Company’s previously reported consolidated balance sheets for the year ended December 31, 2021, and includes an increase to accounts payable of $288,000, an increase to additional paid-in capital of $2,029,861, and an increase to accumulated deficit of $2,317,861.

	As Reported		Reclass		Adjustment		As Restated
Accounts payable	$	171,031	$	(50,000)	$	-	$	121,031
Accrued expenses – related party	$	-	$	50,000	$	288,000	$	338,000
Total current liabilities	$	306,370	$	-	$	288,000	$	594,370
Total liabilities	$	929,995	$	-	$	288,000	$	1,217,995
Additional paid-in capital	$	3,175,959	$	-	$	2,029,861	$	5,205,820
Accumulated deficit	$	(2,849,904)	$	-	$	(2,317,861)	$	(5,167,765)
Total stockholders’ equity	$	340,021	$	-	$	(288,000)	$	52,021

The following table sets forth the effects of the adjustments on affected items within the Company’s previously reported consolidated statements of operations for the year ended December 31, 2021, and includes an increase to general and administrative expense, total operating expenses, loss from operations and net loss of $2,317,861 and an increase  to basic and diluted net loss per share of $0.17.

	As Reported		Adjustment		As Restated
General and administrative	$	2,669,109	$	2,317,861	$	4,986,970
Total operating expenses	$	2,669,109	$	2,317,861	$	4,986,970
Loss from operations	$	(2,669,109)	$	(2,317,861)	$	(4,986,970)
Net loss before provision from income taxes	$	(2,820,730)	$	(2,317,861)	$	(5,138,591)
Net loss	$	(2,820,730)	$	(2,317,861)	$	(5,138,591)
Basic and diluted loss per share	$	(0.21)	$	(0.17)	$	(0.38)

Additionally, please refer to Note 4 – Related Party Transactions, where the Company has included additional disclosure related to the CEO’s consulting agreement with the Company.

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and include the accounts of the Company and its wholly owned subsidiaries, Mycotopia Therapies Inc., a Florida corporation. All inter-company accounts and transactions have been eliminated in consolidation. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification, or ASC, and Accounting Standards Updates, or ASUs, of the Financial Accounting Standards Board.

Basis of Consolidation

The accompanying 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 on the straight-line method at rates based upon the estimated useful lives of the various assets. Depreciation expense was $249 and $0 for the years ended December 31, 2021 and 2020, 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 2021 and 2020.

Revenue Recognition

The Company follows Financial Accounting Standards Board (“FASB”), Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers. Under ASC Topic 606, revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that an entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the company expects to receive in exchange for those goods. We apply the following five-step model in order to determine this amount: (i) identification of the promised goods in the contract; (ii) determination of whether the promised goods are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) we satisfy each performance obligation.

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 years ended December 31, 2021 and 2020.

Income Taxes

The Company provides for income taxes using the asset and liability approach. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. As of December 31, 2021 and 2020, the Company had a full valuation allowance against its deferred tax assets.

We adopted ASC Topic 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 Topic 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 Topic 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 Topic 740-10-25

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).

Basic and Diluted Net Loss per Share (Restated)

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 1,007,500 and 0 for the years ended December 31, 2021 and 2020, respectively, and the outstanding warrants that totaled 1,463,784 and 0 for the years ended December 31, 2021 and 2020, respectively.

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.

XML

NOTE 4 - RELATED PARTY TRANSACTION (RESTATED)

12 Months Ended

Dec. 31, 2021

Notes

NOTE 4 - RELATED PARTY TRANSACTION (RESTATED)

NOTE 4 – RELATED PARTY TRANSACTION (RESTATED)

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. As of December 31, 2021 and 2020, the Company owes $625,000 and $125,000, respectively. As of December 31, 2021, and 2020, the Company accrued interest related to these loans and has outstanding $10,339 and $1,776, respectively.  During the year ended December 31, 2021, and 2020, the Company recorded interest expense of $8,564 and $1,806, respectively, in relation to these notes.

Mycotopia Consulting Agreement with the CEO

On November 17, 2021, Mycotopia entered into an Executive Consulting Agreement (the “Mycotopia Consulting Agreement”), with Benjamin Kaplan (“BK”) to serve as the Company’s CEO for an initial term of 36 months. As of December 31, 2021, the Company recorded $288,000 for cash compensation as accrued expense - related party  in relation to the Mycotopia Consulting Agreement. During the year ending December 31, 2021, the Company recorded $2,317,861 as general and administrative expense, of which $2,029,861 was recorded as stock-based compensation in relation to the Warrant issued in connection with the Mycotopia Consulting Agreement.

Significant terms of the Mycotopia Consulting Agreement are as follows:

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

During the year ended December 31, 2021, the Company issued 812,118 vested Mycotopia warrants in accordance with the Warrant valued at $2,029,861 (Note 6).

Bonus

The Company will pay the CEO a bonus in Mycotopia restricted stock or restricted stock units based on the following EBITDA milestones. For the year ending December 31, 2021, no EBITDA milestones were met, and no amounts have been recorded for the bonus milestones.

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

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

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

Stock Grants – Significant Transactions

Upon the Company closing of a Significant Transaction with Mycotopia, the CEO shall be granted shares of Mycotopia common stock or new series of Mycotopia preferred shares that is convertible into Mycotopia common stock equal to 5% of the value of all the consideration, including any stock, cash or debt of such completed transaction for Mycotopia. A “Significant Transaction” shall mean a financing of at least $500,000 or the closing of an acquisition with a valuation of at least $1,000,000 for Mycotopia. For the year ending December 31, 2021, the Company did not grant any equity in relation to a Significant Transaction.

As of December 31, 2021, no amounts have been accrued related to the bonuses.

XML

NOTE 5 - PROMISSORY AND CONVERTIBLE NOTES

12 Months Ended

Dec. 31, 2021

Notes

NOTE 5 - PROMISSORY AND CONVERTIBLE NOTES

NOTE 5 – PROMISSORY AND CONVERTIBLE NOTES

During the year ended December 31, 2021, the Company issued convertible promissory notes in the principal amount of $1,007,500. The principal amount includes $96,000 of original issue discount, $16,500 in cash financing fees, $49,750 in non-cash financing fees and 651,666 warrants with an exercise price of $1.50 per share. The term of the notes are 24 months and carry an 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 $1,007,500, in the aggregate, in relation to the original issue discount and cash financing fees of $112,500, and the conversion feature, warrants, the 25,000 shares of common stock (see Note 6) recorded at fair value in the amount of $895,000. During the year ended December 31, 2021, the Company recorded amortization expense in the amount of $123,625 in relation to the amortization of debt discount of which $102,634 was recorded as amortization expense in relation to the warrants and conversion feature and $11,942 and $9,048 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 December 31, 2021, the Company had an unamortized debt discount balance of $883,875 with a weighted amortization period of 1.87 years.

The Company recorded $895,000 as a debt discount with an offset to additional paid-in capital in relation to the beneficial conversion feature, the warrants, and the 25,000 shares of common stock issued in relation to the convertible debt. The common stock was valued at $49,750. The beneficial conversion feature was valued at $339,243 and the warrants were valued at $506,007, in the aggregate. The Company calculated the fair value of the beneficial conversion feature and warrants using the black-scholes option pricing model with the following assumptions:

	For the Year Ended December 31, 2021
Expected term, in years		2.0
Exercise price		1.5
Expected volatility		100%
Stock price		1.80 – 2.49
Risk-free interest rate		0.22% – 0.71%
Dividend yield		0%

XML

NOTE 6 - STOCKHOLDERS' EQUITY (RESTATED)

12 Months Ended

Dec. 31, 2021

Notes

NOTE 6 - STOCKHOLDERS' EQUITY (RESTATED)

NOTE 6 – STOCKHOLDERS’ EQUITY (RESTATED)

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.

During the year ended December 31, 2021, the Company issued 25,000 shares of common stock upon the issuance of debt to a third-party. The shares were valued at $49,750 which was recorded as an increase to equity with an offset to debt discount.

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 which was the grant date fair value.

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 which was the grant date fair value.

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 which was the grant date fair value.

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

During the year ended December 31, 2021, the Company issued 812,118 vested Mycotopia warrants in accordance with the BK Warrant valued at $2,029,861 (Note 4).

Warrants Issued

During the year ended December 31, 2021, the Company issued 651,666 warrants, to purchase common stock as part of the convertible promissory notes discussed above in Note 5.

The following table reflects a summary of Common Stock warrants outstanding and warrant activity during the period ended December 31, 2021

	Underlying Shares			Weighted Average Exercise Price		Weighted Average Term (Years)
Warrants outstanding at January 1, 2021		-			-
Granted		1,463,784			0.67		2.00
Exercised		-			-		-
Forfeited		-			-		-
Warrants outstanding and exercisable at December 31, 2021		1,463,784	$		0.67		1.81

The intrinsic value of warrants outstanding as of December 31, 2021 was approximately $2,562,000.

The Company calculated the fair value of the warrants using the black-scholes option pricing model with the following weighted average assumptions for the year ended December 31, 2021:

	For the Year Ended December 31, 2021
Expected term, in years		2.0
Exercise price	$	0.67
Expected volatility		100	%
Stock price	$	2.26
Risk-free interest rate		0.44	%
Dividend yield	$	-

XML

NOTE 7 - COMMITMENTS AND CONTINGENCIES

12 Months Ended

Dec. 31, 2021

Notes

NOTE 7 - COMMITMENTS AND CONTINGENCIES

NOTE 7 – 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 (Note 4).

XML

NOTE 8 - INCOME TAXES (RESTATED)

12 Months Ended

Dec. 31, 2021

Notes

NOTE 8 - INCOME TAXES (RESTATED)

NOTE 8 – INCOME TAXES (RESTATED)

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

	2021		2020
Current Income taxes	$		$
Federal		-		-
State		-		-
Total current income tax expenses	$	-	$	-
Deferred income taxes
Federal	$	-	$	-
State		-		-
Total current income tax expenses	$	-	$	-
Total income tax expense	$	-	$	-

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

	2021		2020
Tax expense at U.S. federal statutory rate (21%)	$	(1,079,104)	$	(2,993)
Tax expense at state statutory rate (4.5%)		(123,863)		(619)
Stock Based Compensation		479,220		-
Amortization of Debt Discount		25,961		-
Change in valuation allowance		722,509		3,612
Other		(24,723)		-
Total	$	-	$	-

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

	2021		2020
Federal net operating loss carryforward	$	601,639	$	2,993
State net operating loss carryforward		124,482		619
Deferred tax assets	$	726,121	$	3,612
Valuation allowance		(726,121)		(3,612)
Total net deferred tax assets	$	-	$	-

The Company has net operating losses amounting to $464,636 for federal and Florida which can be carried forward indefinitely but are limited to 80% usage.

XML

NOTE 9 - SUBSEQUENT EVENTS

12 Months Ended

Dec. 31, 2021

Notes

NOTE 9 - SUBSEQUENT EVENTS

NOTE 9 – SUBSEQUENT EVENTS

The Company’s management has evaluated subsequent events occurring after December 31, 2021, the date of our most recent consolidated balance sheet, through the date our financial statements were issued.

Subsequent to year end, the Company issued 59,642 shares of common stock valued at $86,250 as stock based compensation for consulting services rendered.

The Company issued 32,900 shares of common stock for $100,000 in proceeds to shareholders as part under a Regulation A offering of Section 3(6) of the Securities Act of 1933.

The Company issued 262,500 shares of common stock valued at $260,000 as stock based compensation for consulting services rendered.

XML

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (RESTATED): Restatement of Previously Issued Financial Statements (Policies)

12 Months Ended

Dec. 31, 2021

Policies

Restatement of Previously Issued Financial Statements

Restatement of Previously Issued Financial Statements

Subsequent to the Company’s filing of its Annual Report on Form 10-K for the year ended December 31, 2021, with the Securities and Exchange Commission on April 14, 2022, the Company performed an evaluation of its accounting in connection with the employment agreement entered into between Mycotopia and Ben Kaplan, the Company’s CEO. Management determined that the Original Form 10-K does not give effect to $288,000 cash compensation and the issuance of a warrant (the “Warrant”) to purchase shares 5% of the fully diluted common stock outstanding of Mycotopia. The cash compensation and Warrant was granted to the Chief Executive Officer of the Company pursuant to his consulting agreement (the “Consulting Agreement”) with Mycotopia entered into on November 17, 2021. Management concluded on April 25, 2023 that it has identified errors in its calculation of compensation in relation to the Consulting Agreement. Accordingly, the Company restates its consolidated financial statements in this Form 10-K/A as outlined further below and in Note 4 - Related Party Transactions.

The following table sets forth the effects of the adjustments on affected items within the Company’s previously reported consolidated balance sheets for the year ended December 31, 2021, and includes an increase to accounts payable of $288,000, an increase to additional paid-in capital of $2,029,861, and an increase to accumulated deficit of $2,317,861.

	As Reported		Reclass		Adjustment		As Restated
Accounts payable	$	171,031	$	(50,000)	$	-	$	121,031
Accrued expenses – related party	$	-	$	50,000	$	288,000	$	338,000
Total current liabilities	$	306,370	$	-	$	288,000	$	594,370
Total liabilities	$	929,995	$	-	$	288,000	$	1,217,995
Additional paid-in capital	$	3,175,959	$	-	$	2,029,861	$	5,205,820
Accumulated deficit	$	(2,849,904)	$	-	$	(2,317,861)	$	(5,167,765)
Total stockholders’ equity	$	340,021	$	-	$	(288,000)	$	52,021

The following table sets forth the effects of the adjustments on affected items within the Company’s previously reported consolidated statements of operations for the year ended December 31, 2021, and includes an increase to general and administrative expense, total operating expenses, loss from operations and net loss of $2,317,861 and an increase  to basic and diluted net loss per share of $0.17.

	As Reported		Adjustment		As Restated
General and administrative	$	2,669,109	$	2,317,861	$	4,986,970
Total operating expenses	$	2,669,109	$	2,317,861	$	4,986,970
Loss from operations	$	(2,669,109)	$	(2,317,861)	$	(4,986,970)
Net loss before provision from income taxes	$	(2,820,730)	$	(2,317,861)	$	(5,138,591)
Net loss	$	(2,820,730)	$	(2,317,861)	$	(5,138,591)
Basic and diluted loss per share	$	(0.21)	$	(0.17)	$	(0.38)

Additionally, please refer to Note 4 – Related Party Transactions, where the Company has included additional disclosure related to the CEO’s consulting agreement with the Company.

XML

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (RESTATED): Basis of Presentation (Policies)

12 Months Ended

Dec. 31, 2021

Policies

Basis of Presentation

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and include the accounts of the Company and its wholly owned subsidiaries, Mycotopia Therapies Inc., a Florida corporation. All inter-company accounts and transactions have been eliminated in consolidation. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification, or ASC, and Accounting Standards Updates, or ASUs, of the Financial Accounting Standards Board.

XML

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (RESTATED): Basis of Consolidation (Policies)

12 Months Ended

Dec. 31, 2021

Policies

Basis of Consolidation

Basis of Consolidation

The accompanying 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.

XML

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (RESTATED): Use of Estimates (Policies)

12 Months Ended

Dec. 31, 2021

Policies

Use of Estimates

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.

XML

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (RESTATED): Cash and Cash Equivalents (Policies)

12 Months Ended

Dec. 31, 2021

Policies

Cash and Cash Equivalents

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.

XML

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (RESTATED): Fixed Assets and Depreciation (Policies)

12 Months Ended

Dec. 31, 2021

Policies

Fixed Assets and Depreciation

Fixed Assets and Depreciation

Property, plant, and equipment are stated at cost. For financial reporting, we provide for depreciation on the straight-line method at rates based upon the estimated useful lives of the various assets. Depreciation expense was $249 and $0 for the years ended December 31, 2021 and 2020, 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 2021 and 2020.

XML

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (RESTATED): Revenue Recognition (Policies)

12 Months Ended

Dec. 31, 2021

Policies

Revenue Recognition

Revenue Recognition

The Company follows Financial Accounting Standards Board (“FASB”), Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers. Under ASC Topic 606, revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that an entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the company expects to receive in exchange for those goods. We apply the following five-step model in order to determine this amount: (i) identification of the promised goods in the contract; (ii) determination of whether the promised goods are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) we satisfy each performance obligation.

XML

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (RESTATED): Fair Value of Financial Instruments (Policies)

12 Months Ended

Dec. 31, 2021

Policies

Fair Value of Financial Instruments

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 years ended December 31, 2021 and 2020.

XML

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (RESTATED): Income Taxes (Policies)

12 Months Ended

Dec. 31, 2021

Policies

Income Taxes

Income Taxes

The Company provides for income taxes using the asset and liability approach. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. As of December 31, 2021 and 2020, the Company had a full valuation allowance against its deferred tax assets.

We adopted ASC Topic 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 Topic 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 Topic 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 Topic 740-10-25

XML

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (RESTATED): Stock- Based Compensation (Policies)

12 Months Ended

Dec. 31, 2021

Policies

Stock- Based Compensation

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).

XML

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (RESTATED): Basic and diluted net loss per share (Restated) (Policies)

12 Months Ended

Dec. 31, 2021

Policies

Basic and diluted net loss per share (Restated)

Basic and Diluted Net Loss per Share (Restated)

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 1,007,500 and 0 for the years ended December 31, 2021 and 2020, respectively, and the outstanding warrants that totaled 1,463,784 and 0 for the years ended December 31, 2021 and 2020, respectively.

XML

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (RESTATED): Recent Accounting Pronouncements (Policies)

12 Months Ended

Dec. 31, 2021

Policies

Recent Accounting Pronouncements

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.

XML

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (RESTATED): Restatement of Previously Issued Financial Statements: Schedule of Error Corrections and Prior Period Adjustments (Tables)

12 Months Ended

Dec. 31, 2021

Tables/Schedules

Schedule of Error Corrections and Prior Period Adjustments

	As Reported		Reclass		Adjustment		As Restated
Accounts payable	$	171,031	$	(50,000)	$	-	$	121,031
Accrued expenses – related party	$	-	$	50,000	$	288,000	$	338,000
Total current liabilities	$	306,370	$	-	$	288,000	$	594,370
Total liabilities	$	929,995	$	-	$	288,000	$	1,217,995
Additional paid-in capital	$	3,175,959	$	-	$	2,029,861	$	5,205,820
Accumulated deficit	$	(2,849,904)	$	-	$	(2,317,861)	$	(5,167,765)
Total stockholders’ equity	$	340,021	$	-	$	(288,000)	$	52,021

The following table sets forth the effects of the adjustments on affected items within the Company’s previously reported consolidated statements of operations for the year ended December 31, 2021, and includes an increase to general and administrative expense, total operating expenses, loss from operations and net loss of $2,317,861 and an increase  to basic and diluted net loss per share of $0.17.

	As Reported		Adjustment		As Restated
General and administrative	$	2,669,109	$	2,317,861	$	4,986,970
Total operating expenses	$	2,669,109	$	2,317,861	$	4,986,970
Loss from operations	$	(2,669,109)	$	(2,317,861)	$	(4,986,970)
Net loss before provision from income taxes	$	(2,820,730)	$	(2,317,861)	$	(5,138,591)
Net loss	$	(2,820,730)	$	(2,317,861)	$	(5,138,591)
Basic and diluted loss per share	$	(0.21)	$	(0.17)	$	(0.38)

XML

NOTE 5 - PROMISSORY AND CONVERTIBLE NOTES: Schedule of Assumptions Used (Tables)

12 Months Ended

Dec. 31, 2021

Tables/Schedules

Schedule of Assumptions Used

	For the Year Ended December 31, 2021
Expected term, in years		2.0
Exercise price		1.5
Expected volatility		100%
Stock price		1.80 – 2.49
Risk-free interest rate		0.22% – 0.71%
Dividend yield		0%

XML

NOTE 6 - STOCKHOLDERS' EQUITY (RESTATED): Schedule of Common Stock Warrants Outstanding and Warrant Activity (Tables)

12 Months Ended

Dec. 31, 2021

Tables/Schedules

Schedule of Common Stock Warrants Outstanding and Warrant Activity

	Underlying Shares			Weighted Average Exercise Price		Weighted Average Term (Years)
Warrants outstanding at January 1, 2021		-			-
Granted		1,463,784			0.67		2.00
Exercised		-			-		-
Forfeited		-			-		-
Warrants outstanding and exercisable at December 31, 2021		1,463,784	$		0.67		1.81

XML

NOTE 6 - STOCKHOLDERS' EQUITY (RESTATED): Schedule of Assumptions Used (Tables)

12 Months Ended

Dec. 31, 2021

Schedule of Assumptions Used

	For the Year Ended December 31, 2021
Expected term, in years		2.0
Exercise price		1.5
Expected volatility		100%
Stock price		1.80 – 2.49
Risk-free interest rate		0.22% – 0.71%
Dividend yield		0%

Warrants

Schedule of Assumptions Used

	For the Year Ended December 31, 2021
Expected term, in years		2.0
Exercise price	$	0.67
Expected volatility		100	%
Stock price	$	2.26
Risk-free interest rate		0.44	%
Dividend yield	$	-

XML

NOTE 8 - INCOME TAXES (RESTATED): Schedule of Income before Income Tax (Tables)

12 Months Ended

Dec. 31, 2021

Tables/Schedules

Schedule of Income before Income Tax

	2021		2020
Current Income taxes	$		$
Federal		-		-
State		-		-
Total current income tax expenses	$	-	$	-
Deferred income taxes
Federal	$	-	$	-
State		-		-
Total current income tax expenses	$	-	$	-
Total income tax expense	$	-	$	-

XML

NOTE 8 - INCOME TAXES (RESTATED): Schedule of Effective Income Tax Rate Reconciliation (Tables)

12 Months Ended

Dec. 31, 2021

Tables/Schedules

Schedule of Effective Income Tax Rate Reconciliation

	2021		2020
Tax expense at U.S. federal statutory rate (21%)	$	(1,079,104)	$	(2,993)
Tax expense at state statutory rate (4.5%)		(123,863)		(619)
Stock Based Compensation		479,220		-
Amortization of Debt Discount		25,961		-
Change in valuation allowance		722,509		3,612
Other		(24,723)		-
Total	$	-	$	-

XML

NOTE 8 - INCOME TAXES (RESTATED): Schedule of Deferred Tax Assets and Liabilities (Tables)

12 Months Ended

Dec. 31, 2021

Tables/Schedules

Schedule of Deferred Tax Assets and Liabilities

	2021		2020
Federal net operating loss carryforward	$	601,639	$	2,993
State net operating loss carryforward		124,482		619
Deferred tax assets	$	726,121	$	3,612
Valuation allowance		(726,121)		(3,612)
Total net deferred tax assets	$	-	$	-

XML

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS (Details)	Jan. 19, 2021
2020 Produce Sales Inc
Equity Method Investment, Ownership Percentage	75.77%

XML

NOTE 2 - GOING CONCERN (RESTATED) (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Details
Net loss	$ (5,138,591)	$ (16,029)
Net cash used in operating activities	(235,482)	(14,253)
TOTAL CURRENT ASSETS	1,267,519	110,747
TOTAL CURRENT LIABILITES	594,370	$ 1,996
Working Capital	$ 673,149

XML

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (RESTATED): Restatement of Previously Issued Financial Statements: Schedule of Error Corrections and Prior Period Adjustments (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Accounts Payable, Current	$ 121,031
Accrued expenses - related party	338,000
TOTAL CURRENT LIABILITES	594,370	$ 1,996
TOTAL LIABILITIES	1,217,995	126,996
Additional paid-in capital	5,205,820	0
Accumulated deficit	(5,167,765)	(29,174)
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)	52,021	(16,249)	$ (720)
General and administrative	4,986,970	14,223
Total Operating Expense	4,986,970	14,223
Loss from Operations	(4,986,970)	(14,223)
Net loss before provision for income taxes	(5,138,591)	(16,029)
Net loss	$ (5,138,591)	$ (16,029)
Basic and diluted loss per share	$ (0.38)
Previously Reported
Accounts Payable, Current	$ 171,031
Accrued expenses - related party	0
TOTAL CURRENT LIABILITES	306,370
TOTAL LIABILITIES	929,995
Additional paid-in capital	3,175,959
Accumulated deficit	(2,849,904)
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)	340,021
General and administrative	2,669,109
Total Operating Expense	2,669,109
Loss from Operations	(2,669,109)
Net loss before provision for income taxes	(2,820,730)
Net loss	$ (2,820,730)
Basic and diluted loss per share	$ (0.21)
Revision of Prior Period, Reclassification, Adjustment
Accounts Payable, Current	$ (50,000)
Accrued expenses - related party	50,000
TOTAL CURRENT LIABILITES	0
TOTAL LIABILITIES	0
Additional paid-in capital	0
Accumulated deficit	0
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)	0
Revision of Prior Period, Adjustment
Accounts Payable, Current	0
Accrued expenses - related party	288,000
TOTAL CURRENT LIABILITES	288,000
TOTAL LIABILITIES	288,000
Additional paid-in capital	2,029,861
Accumulated deficit	(2,317,861)
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)	(288,000)
General and administrative	2,317,861
Total Operating Expense	2,317,861
Loss from Operations	(2,317,861)
Net loss before provision for income taxes	(2,317,861)
Net loss	$ (2,317,861)
Basic and diluted loss per share	$ (0.17)

XML

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (RESTATED): Fixed Assets and Depreciation (Details) - USD ($)			12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020
Depreciation expense	$ 249	$ 0	$ 249	$ 0
Building and Building Improvements
Property, Plant and Equipment, Estimated Useful Lives			30 years
Machinery and Equipment
Property, Plant and Equipment, Estimated Useful Lives			10-15 years
Software and Software Development Costs
Property, Plant and Equipment, Estimated Useful Lives			3-5 years
Vehicles
Property, Plant and Equipment, Estimated Useful Lives			3-7 years
Land Improvements
Property, Plant and Equipment, Estimated Useful Lives			10-20 years

XML

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (RESTATED): Basic and diluted net loss per share (Restated) (Details) - shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Convertible Debt
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	1,007,500	0
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	1,463,784	0

XML

NOTE 4 - RELATED PARTY TRANSACTION (RESTATED) (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Details
Long-Term Debt, Percentage Bearing Fixed Interest, Percentage Rate	1.75%
Due to Related Parties	$ 625,000	$ 125,000
Accrued interest - shareholder loan	10,339	1,776
Interest Expense, Related Party	$ 8,564	$ 1,806

XML

NOTE 5 - PROMISSORY AND CONVERTIBLE NOTES (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Net of Forfeitures	1,463,784
Debt discount on convertible note payable	$ 895,000	$ 0
Amortization of debt discount	$ 123,625	0
Warrants
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Net of Forfeitures	651,666
Unamortized Balance	$ 11,942	$ 9,048

XML

NOTE 5 - PROMISSORY AND CONVERTIBLE NOTES: Schedule of Assumptions Used (Details)	12 Months Ended
	Dec. 31, 2021 $ / shares
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term	2 years
Share Based Compensation Arrangement By Share Based Payment Award, Fair Value Assumptions, Exercise Price	$ 1.5
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate	100.00%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Rate	0.00%
Minimum
Share Based Compensation Arrangement By Share Based Payment Award, Fair Value Assumptions, Stock Price	$ 1.80
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate	0.22%
Maximum
Share Based Compensation Arrangement By Share Based Payment Award, Fair Value Assumptions, Stock Price	$ 2.49
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate	0.71%

XML

NOTE 6 - STOCKHOLDERS' EQUITY (RESTATED) (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Common Stock, Shares Authorized	100,000,000	100,000,000
Common Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Preferred Stock, Shares Authorized	5,000,000	5,000,000
Preferred Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Stock issued for services		$ 500
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Net of Forfeitures	1,463,784
Warrants
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Net of Forfeitures	651,666
Stock Issuance 1
Stock Issued During Period, Shares, Issued for Services	500,000
Stock issued for services	$ 1,126,000
Stock Issuance 2
Stock Issued During Period, Shares, Issued for Services	250,000
Stock issued for services	$ 563,000
Stock Issuance 3
Stock Issued During Period, Shares, Issued for Services	250,000
Stock issued for services	$ 563,000
Stock Issuance 4
Stock Issued During Period, Shares, Issued for Services	7,537	9,375
Stock issued for services	$ 30,000

XML

NOTE 6 - STOCKHOLDERS' EQUITY (RESTATED): Schedule of Common Stock Warrants Outstanding and Warrant Activity (Details) - $ / shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Details
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number		0
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$ 0.67	$ 0
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Net of Forfeitures	1,463,784
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price	$ 0.67
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Exercised	0
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Forfeitures in Period	0
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Number	1,463,784
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term	1 year 9 months 21 days

XML

NOTE 6 - STOCKHOLDERS' EQUITY (RESTATED): Schedule of Assumptions Used (Details)	12 Months Ended
	Dec. 31, 2021 $ / shares
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term	2 years
Share Based Compensation Arrangement By Share Based Payment Award, Fair Value Assumptions, Exercise Price	$ 1.5
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate	100.00%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Rate	0.00%
Minimum
Share Based Compensation Arrangement By Share Based Payment Award, Fair Value Assumptions, Stock Price	$ 1.80
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate	0.22%
Maximum
Share Based Compensation Arrangement By Share Based Payment Award, Fair Value Assumptions, Stock Price	$ 2.49
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate	0.71%
Warrants
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term	2 years
Share Based Compensation Arrangement By Share Based Payment Award, Fair Value Assumptions, Exercise Price	$ 0.67
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate	100.00%
Share Based Compensation Arrangement By Share Based Payment Award, Fair Value Assumptions, Stock Price	$ 2.26
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate	0.44%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Rate	0.00%

XML

NOTE 8 - INCOME TAXES (RESTATED): Schedule of Income before Income Tax (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Details
Federal	$ 0	$ 0
State	0	0
Total current income tax expenses	0	0
Deferred income taxes
Federal	0	0
State	0	0
Total current income tax expenses	0	0
Total income tax expense	$ 0	$ 0

XML

NOTE 8 - INCOME TAXES (RESTATED) (Details)	12 Months Ended
	Dec. 31, 2021 USD ($)
Details
Effective Income Tax Rate Reconciliation, Percent	25.50%
Operating Loss Carryforwards	$ 464,636

XML

NOTE 8 - INCOME TAXES (RESTATED): Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Details
Tax expense at U.S. federal statutory rate (21%)	$ (1,079,104)	$ (2,993)
Tax expense at state statutory rate (4.5%)	(123,863)	(619)
Stock Based Compensation	479,220	0
Amortization of Debt Discount	25,961	0
Change in valuation allowance	722,509	3,612
Other	$ (24,723)	$ 0

XML

NOTE 8 - INCOME TAXES (RESTATED): Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Details
Federal net operating loss carryforward	$ 601,639	$ 2,993
State net operating loss carryforward	124,482	619
Deferred tax assets	726,121	3,612
Valuation allowance	$ (726,121)	$ (3,612)