As filed with the Securities and Exchange Commission on August 23, 2022.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

PSLY.com, Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation or organization)

2833

(Primary Standard Industrial Classification Code Number)

88-2438737

(I.R.S. Employer Identification Number)

1215 South Kihei Road, Suite O PMB 424, Kihei, Hawaii 96753

(Full mailing address of principal executive offices)

(808) 500-5779

(Issuer’s telephone number, including area code)

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

David Nikzad

PSLY.com, Inc.

1215 South Kihei Road, Suite O PMB 424, Kihei, Hawaii 96753

(808) 500-5779

(Name, address, including zip code, and telephone number, including area code, of agent for service)

—————————

Copies to:

Jonathan D. Leinwand

Jonathan D. Leinwand, P.A

18305 Biscayne Blvd, Suite 200, Aventura, FL 33160

(954) 903-7856

Benjamin Kaplan

Mycotopia Therapies, Inc.

18851 NE 29^th Ave.

Suite 700

Aventura, FL 33180

(954) 233-3511

David Nikzad

Ei.Ventures, Inc.

1215 South Kihei Road

Suite O PMB 424

Kihei, Hawaii 96753

(808) 500-5779

Greg Giammittorio

Potomac Law Group, PLLC

1300 Pennsylvania Avenue NW STE 700, Washington, DC 20004

(202) 204-3005

Lawrence R. Bard

Shulman Rogers, P.A. 12505 Park Potomac Ave 6th floor, Potomac, MD 20854

(301) 230-5200

—————————

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer [x]	Smaller reporting company [x]
	Emerging growth company [x]

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 7(a)(2)(B) of the Securities Act. [x]

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)¨

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)¨

The information in this proxy statement/prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This proxy statement/prospectus is not an offer to sell these securities, and it is not soliciting the purchase of these securities, in any state where the offer or sale is not permitted.

PRELIMINARY – SUBJECT TO COMPLETION – DATED AUGUST 23, 2022

MYCOTOPIA THERAPIES, INC.

18851 NE 29th Ave., Suite 700

Aventura, FL 33180

To the Stockholders of Mycotopia Therapies Inc.:

We are pleased to provide this proxy statement/prospectus relating to the proposed merger (the “Merger”) of MT Merger Sub Inc., a Delaware corporation (“Merger Sub”) and a wholly-owned subsidiary of PSLY.com, Inc., a Delaware corporation (“PSLY.com”), with and into Mycotopia Therapies, Inc., a Nevada corporation (“MT”), pursuant to an Agreement and Plan of Merger, dated as of May 17, 2022 (as it may be amended or supplemented from time to time, the “Merger Agreement”), by and among PSLY.com, MT Merger Sub, MT, Ei.Ventures, Inc. (“Ei.”), a Delaware corporation, and EI Merger Sub, a Delaware corporation. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement. If (i) the Merger Agreement is adopted and the Merger and the other transactions contemplated thereby (collectively, the “Business Combination”) are approved by Ei.’s and MT’s stockholders, and (ii) the Business Combination is subsequently completed, (a) MT Merger Sub will merge with and into MT with MT surviving the Merger as a wholly-owned subsidiary of PSLY.com, (b) all of the issued and outstanding capital stock of MT immediately prior to the effective time of the Merger (the “Effective Time”) (other than those properly exercising any applicable appraisal rights under Nevada law) will automatically be cancelled and shall cease to exist, in exchange for the right to receive pro rata shares of the Merger Consideration (as defined below), (c) each outstanding warrant to acquire shares of MT common stock will be assumed by PSLY.com and automatically converted into shares of PSLY.com common stock, with its price and number of shares equitably adjusted based on the conversion ratio of the shares of MT common stock into the Merger Consideration, and (d) each outstanding share of Series B Preferred Stock of MT shall be converted into a converted into shares of PSLY.com common stock, with its price and number of shares equitably adjusted based on the conversion ratio of the shares of MT common stock into the Merger Consideration and as more particularly described in the notice that follows this page and elsewhere in this proxy statement/prospectus.

The Merger Consideration to be paid to MT securityholders will be paid solely by the delivery of new shares of PSLY.com common stock. It is anticipated that PSLY.com’s common stock will be publicly traded on the Nasdaq Global Market (“Nasdaq”).

Mycotopia will hold a virtual special meeting of its stockholders in order to obtain the stockholder approvals necessary to complete the Business Combination. At the Mycotopia Special Meeting, which will be held exclusively via a live audio webcast on [__________], 2022 at 10:00 a.m., Eastern Time, unless postponed or adjourned to a later date, MT will ask its stockholders to adopt the Merger Agreement and the related transactions thereby approving the Business Combination and to approve the other proposals described in this proxy statement/prospectus. To participate in the virtual meeting, a MT stockholder of record will need the 12-digit control number included on such stockholder’s proxy card or instructions that accompanied such stockholder’s proxy materials. If a MT stockholder holds his, her or its shares in “street name,” which means his, her or its shares are held of record by a broker, bank or other nominee, such MT stockholder should contact his, her or its broker, bank or nominee to ensure that votes related to the shares he, she or it beneficially owns are properly counted. In this regard, such MT stockholder must provide the record holder of his, her or its shares with instructions on how to vote his, her or its shares or, if such Digital World stockholder wishes to attend the special meeting of MT and vote in person, obtain a proxy from his, her or its broker, bank or nominee. The live audio webcast of the MT special meeting will begin promptly at 10:00 a.m., Eastern Time. MT stockholders are encouraged to access the special meeting of MT prior to the start time. If you encounter any difficulties accessing the virtual meeting or during the meeting time, please call the technical support number that will be posted on the virtual meeting login page.

If you have any questions or need assistance with voting your MT common stock, please contact ________, by calling ________, or banks and brokers can call ________, or by emailing ________. This proxy statement/prospectus and the notice of the special meeting relating to the Business Combination will be available at https:// [__________].

This proxy statement/prospectus provides you with detailed information about the Business Combination and other matters to be considered at the special meeting of MT’s stockholders. We encourage you to carefully read this entire proxy statement/prospectus, including all annexes attached hereto.

We urge you to read the accompanying proxy statement/ prospectus, including the financial statements and annexes and other documents referred to therein, carefully and in their entirety. IN PARTICULAR, YOU SHOULD CAREFULLY CONSIDER THE MATTERS DISCUSSED UNDER “RISK FACTORS” BEGINNING ON PAGE [__] OF THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS.

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS OR ANY OF THE SECURITIES TO BE ISSUED IN THE BUSINESS COMBINATION, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

This proxy statement/prospectus is dated __________, 2022, and is first being mailed to stockholders of Mycotopia Therapies Inc. on or about __________, 2022.

Very truly yours,

Benjamin Kaplan

Chief Executive Officer

Mycotopia Therapies Inc.

YOUR VOTE IS IMPORTANT

PLEASE VOTE EITHER BY MAIL, TELEPHONE OR OVER THE INTERNET

WHETHER OR NOT YOU EXPECT TO PARTICIPATE IN THE SPECIAL MEETING.

MYCOTOPIA THERAPIES, INC.

18851 NE 29th Ave., Suite 700

Aventura, FL 33180

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To the Stockholders of Mycotopia Therapies, Inc.:

A Special Meeting of Stockholders (the “special meeting”) of Mycotopia Therapies, Inc., a Nevada corporation (“Mycotopia”), will be held exclusively online via the Internet on [________] [__], 2022, at 10:00 a.m. Eastern time to consider and vote upon the following matters:

(1)a proposal to adopt of the Agreement and Plan of Merger, dated as of May 17, 2022, by and among Mycotopia, PSLY.com, Inc., Silly Merger Sub E Inc., (“Ei Merger Sub”) and Silly Merger Sub M Inc. (“MT Merger Sub”), as may be amended from time to time, under which MT Merger Sub will merge with and into Mycotopia, which we refer to as the merger agreement, the terms of which are described in, and a copy of which is included as Appendix A to, the accompanying prospectus/proxy statement;

(2)a proposal to approve, in a non-binding advisory vote, certain compensation that may become payable to Mycotopia’s named executive officers in connection with the merger; and

(3)a proposal to approve the adjournment, postponement or continuance of the special meeting on one or more occasions, if necessary or appropriate, in order to further solicit additional proxies, in the event that there are not sufficient votes at the time of the special meeting to adopt the merger agreement.

The special meeting will be presented exclusively online at [________]. You will be able to attend the special meeting online, vote your shares electronically and submit your questions to management during the special meeting by visiting [________].

Your vote is important. Whether or not you plan to attend the virtual special meeting, please vote by telephone or over the Internet, or by completing, signing, dating and returning your proxy card or voting instruction form so that your shares will be represented at the special meeting. Instructions for voting are described in the accompanying prospectus/proxy statement and on the proxy card.

The Board of Directors has fixed the close of business on [________] [__], 2022, as the record date for determining stockholders entitled to notice of, and to vote at, the special meeting.

	By order of the Board of Directors,


Miami, FL	Benjamin Kaplan
[________] [__], 2022	Chief Executive Officer

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This proxy statement/prospectus, which forms part of a registration statement on Form S-4 (File No. 333-) filed with the SEC by PSLY constitutes a prospectus of PSLY under Section 5 of the Securities Act of 1933, as amended, which we refer to as the Securities Act, with respect to the shares of PSLY common stock to be issued to (i) Mycotopia stockholders pursuant to the Agreement and Plan of Merger, dated May 17, 2022, which we refer to as the merger agreement, and (ii) Ei. stockholders pursuant to the merger agreement. This proxy statement/prospectus also constitutes a proxy statement under Section 14(a) of the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act. It also contains a notice of special meeting of Mycotopia stockholders, which we refer to as the Mycotopia special meeting.

You should rely only on the information contained in this proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in this proxy statement/prospectus. This proxy statement/prospectus is dated August 23, 2022. You should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than that date. Neither our mailing of this proxy statement/prospectus to Mycotopia stockholders, nor the issuance by PSLY of common stock in connection with the merger, will create any implication to the contrary.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Information contained in this proxy statement/prospectus regarding Mycotopia has been provided by Mycotopia and information contained in this proxy statement/prospectus regarding Ei. has been provided by Ei. See “Where You Can Find More Information” on page [__].

Unless otherwise indicated or as the context otherwise requires, all references in this proxy statement/prospectus to:

Ei. means Ei.Ventures, Inc., a Delaware corporation.

Effective Time means the time when both the Ei. Effective Time and the Mycotopia Effective Time have occurred.

Ei. Effective Time means the time at which the Merger of Merger Sub E and Ei. becomes effective under the laws of the state of Delaware.

Merger Agreement means the Agreement and Plan of Merger by and among PSLY, Mycotopia, Ei., Merger Sub E, and Merger Sub M, dated as of May 17, 2022.

Merger Sub E means SILLY MERGER SUB E INC., a Delaware corporation and a wholly-owned subsidiary of PSLY.

Merger Sub M means SILLY MERGER SUB M INC., a Nevada corporation and a wholly owned subsidiary of PSLY.

Merger(s) means one or both of the merger of Merger Sub E into Ei., with Ei. surviving and/or the merger of Merger Sub M into Mycotopia, with Mycotopia surviving, as the case may be.

Mycotopia means Mycotopia Therapies, Inc., a Nevada corporation.

Mycotopia Effective Time means the time at which the Merger of Merger Sub M and Mycotopia becomes effective under the laws of the state of Nevada.

PSLY means PSLY.com, Inc., a Delaware corporation.

SEC means the United States Securities and Exchange Commission.

Table of Contents

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	1
QUESTIONS AND ANSWERS	3
SUMMARY	6
RISK FACTORS	16
COMPARATIVE SHARE INFORMATION	48
MARKET PRICE AND DIVIDEND INFORMATION	49
INFORMATION ABOUT THE PARTIES	50
THE MERGER	51
THE MERGER AGREEMENT	60
MATERIAL U. S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER	71
APPRAISAL RIGHTS OF MYCOTOPIA STOCKHOLDERS	73
INFORMATION REGARDING MYCOTOPIA	76
EXECUTIVE COMPENSATION	80
MANAGEMENT’S DISCUSSION OF FINANCIAL CONDITION AND RESULTS OF OPERATION OF MYCOTOPIA	82
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS OF MYCOTOPIA	86
INFORMATION REGARDING EI.	87
MANAGEMENT’S DISCUSSION OF FINANCIAL CONDITION AND RESULTS OF OPERATION OF EI.	[__]
EXECUTIVE COMPENSATION	[__]
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	[__]
INFORMATION REGARDING PSLY	103
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS OF PSLY	110
THE MYCOTOPIA SPECIAL MEETING	111
Date, Time and Place	[__]
Matters to be Considered at the Mycotopia Special Meeting	[__]
Proxies	[__]
Shares Held in Street Name	[__]
Solicitation of Proxies	[__]
Record Date; Stockholders Entitled to Vote	[__]
Voting by Mycotopia Directors and Executive Officers	[__]
Quorum and Adjournment	[__]
Attending the Mycotopia Special Meeting	[__]
PROPOSALS TO BE CONSIDERED AT THE MYCOTOPIA SPECIAL MEETING	114
Proposal No. 1 – Business Combination Proposal	114
Required Vote	114
Recommendation of the Mycotopia Board of Directors	114
Proposal No. 2 – Mycotopia Merger-Related Compensation Proposal	115
Required Vote	115
Recommendation of the Mycotopia Board of Directors	115
Proposal No. 3 – Mycotopia Adjournment Proposal	115
Required Vote	115
Recommendation of the Mycotopia Board of Directors	115
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION	116
DESCRIPTION OF PSLY CAPITAL STOCK	124
COMPARISON OF STOCKHOLDERS’ RIGHTS	127
LEGAL MATTERS	139
EXPERTS	139
MYCOTOPIA ANNUAL MEETING STOCKHOLDER PROPOSALS	139
WHERE YOU CAN FIND MORE INFORMATION	140
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS	141
APPENDIX A—Composite Agreement and Plan of Merger	A-1
APPENDIX B—Provisions of the Nevada Law Relating to Appraisal Rights	B-1
APPENDIX C— Form of Notice of Exchange and Dissenter’s Rights	C-1

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Statements contained in this proxy statement/prospectus that are not purely historical are “forward-looking statements”. Forward-looking statements include expressions of our opinions, expectations, beliefs, plans, objectives, assumptions, forecasts, projections or other statements regarding, or that attempt to characterize, future events or results. All statements, other than statements of historical fact, in this proxy statement/prospectus or in documents incorporated by reference, regarding our strategy, future operations, financial position or performance, future revenues, projected costs, plans, prospects and objectives, including their underlying assumptions, are forward-looking statements. Words such as “anticipate”, “estimate”, “continue”, “expect”, “project”, “intend”, “plan”, “propose”, “believe”, “target”, “objective”, “goal”, “positions”, “prospects”, “potential”, “will”, “would”, “should”, “could”, “may” and words of similar substance, or negatives of such terms, are intended to identify forward-looking statements. Forward-looking statements may relate to our anticipated revenues and other elements of our operating results, future performance and operations, plans for future expansion, capital spending, liquidity, financing, and other aspects of, or matters affecting, our business. Forward-looking statements involve known and unknown events, risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by our forward-looking statements.

All forward-looking statements in this proxy statement/prospectus and documents incorporated by reference reflect management’s expectations or forecasts of future events and are subject to factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Discussions containing these forward-looking statements may be found throughout this proxy statement/prospectus, including in the Sections entitled “Business”, “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, among other sections. In addition to the factors relating to the Mergers discussed under the caption “Risk Factors” beginning on page [__], the following factors, among others, could cause actual results to differ materially from those described in and anticipated by the forward-looking statements:

·failure to realize the anticipated benefits of the Mergers, including as a result of delay in completing the transactions, integrating the businesses of Ei. or Mycotopia, unforeseen liabilities, unanticipated future capital expenditures, failure to achieve anticipated revenues or cost savings, unexpected expenses, failure to reach expected earnings, failure to achieve expected synergies, failure of future prospects to materialize, and the failure to implement business and management strategies for the management, expansion and growth of PSLY’s businesses following the Mergers;

·litigation relating to the Mergers that could be instituted against Ei., Mycotopia or their respective directors;

·difficulties in, or the inability to, retain or hire key personnel;

·inability to obtain funding;

·failure in any of our research, development and product development efforts;

·uncertainty as to the long-term value of shares of PSLY common stock;

·unanticipated legislative, regulatory and economic developments affecting Ei.’s or Mycotopia’s businesses;

·unforeseen economic and market developments and conditions, as well as changes in the legal, regulatory and tax regimes under which Ei. and Mycotopia operate;

·business uncertainty, including changes to existing business relationships, resulting from the Mergers that could affect Ei.’s and/or Mycotopia’s financial performance;

·catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities, natural disasters, the outbreak of coronavirus or similar outbreaks or pandemics, and their effects on economic and business environments in which Ei. and Mycotopia operate; and

·Ei.’s and Mycotopia’s responses to any of the foregoing factors.

The forward-looking statements in this proxy statement/prospectus are based on circumstances existing at the time such statements are made and on our predictions, which we believe reasonable, respecting events that have not occurred, that may not occur, or that may occur at different times, in different manners and with different consequences from those we now assume or anticipate. Although we have based our forward-looking statements on assumptions that we believed were reasonable when made, we caution you that forward-looking statements are not guarantees of future performance and that actual results may differ materially from statements made in or

suggested by the forward-looking statements contained in this proxy statement/prospectus. We also caution you not to place undue reliance on the forward-looking statements, which speak only as of the date of this proxy statement/prospectus. Except as required by applicable law, none of PSLY, Ei. or Mycotopia undertakes to update these forward-looking statements to reflect facts, circumstances, assumptions or events that occur after such date. In the event that a party does update any forward-looking statement, the parties are not, except as provided by applicable law, under any obligation to, and you should not draw any inference that, the parties will, make additional updates with respect to that statement, related matters or any other forward-looking statement.

For additional information about factors that could cause actual results to differ materially from those described in the forward-looking statements, please see the reports that Ei. or Mycotopia have filed with the SEC as described under “Where You Can Find More Information” on page [__].

We expressly qualify in their entirety all forward-looking statements attributable to PSLY, Ei. or Mycotopia or by any person acting on behalf of any of us by the cautionary statements contained or referred to in this proxy statement/prospectus.

MYCOTOPIA THERAPIES, INC.

18851 NE 29th Ave., Suite 700

Aventura, FL 33180

PROXY STATEMENT

Special Meeting of Stockholders of Mycotopia Therapies Inc. to be held on [__], 2022

QUESTIONS AND ANSWERS

The following are some questions that stockholders of Mycotopia Therapies Inc., which we refer to as Mycotopia, may have regarding the merger and the other matters being considered at the special meeting as well as the answers to those questions. Mycotopia (which we also refer to as “we”) recommends that you read carefully the remainder of this proxy statement/prospectus because the information in this section does not provide all the information that might be important to you with respect to the merger and the other matters being considered at the special meeting. Additional important information is also contained in the appendices to this proxy statement/prospectus. See “Where You Can Find More Information” on page [__].

General Merger-Related Questions and Answers

Q: What is the purpose of this document?

A: On May 17, 2022, Mycotopia entered into an Agreement and Plan of Merger (the “Agreement”) whereby the Company will merge with a wholly owned subsidiary of PSLY. Simultaneously Ei. will merge with a separate wholly owned subsidiary of PSLY. As a result, MT will be a wholly-owned subsidiary of PSLY. The former securityholders of Mycotopia will receive shares of Common Stock of PSLY (“PSLY Shares”) The transaction is intended to qualify as a tax-free exchange under Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”). The consummation of the transactions contemplated by the Merger Agreement, are referred to collectively as the “Business Combination” and the proposal to approve the Business Combination is referred to as the “Business Combination Proposal.” The Merger Agreement is attached to this proxy statement as Annex A and is incorporated into this proxy statement by reference. You are encouraged to read this proxy statement, including “Risk Factors” and all the Annexes hereto.

Upon the Closing of the Business Combination, each share of Mycotopia common stock, par value $0.001 per share (including shares of common stock that have been issued as a result of the conversion of Mycotopia preferred stock or certain convertible notes, but excluding those shares as to which the holder has properly demanded appraisal) issued and outstanding, will be converted into the right to receive 0.25 validly issued, fully paid and non-assessable share of PSLY common stock, which we refer to as the Mycotopia exchange ratio.

While Mycotopia’s common shares are quoted on the Pink Open Market operated by OTC Markets Group, Inc., the PSLY Shares are not currently listed for trading or quoted on any public market. However, a condition of closing the Business Combination is the PSLY Shares having been authorized for listing on The NASDAQ Capital Market.

We are required under our Amended and Restated Certificate of Incorporation (“Certificate of Incorporation”) to obtain approval of our stockholders for the Business Combination and other matters described herein. This proxy statement contains important information as required under the rules and regulations of the Securities and Exchange Commission (the “SEC”) about the proposed Business Combination and the other matters to be acted upon at the special meeting of Mycotopia stockholders. You should read it carefully.

Q: What is being voted on?

A: Below are the proposals on which Mycotopia stockholders are being asked to vote:

·To approve the Business Combination contemplated under Merger Agreement, dated as of May 17, 2022 by and among PSLY, Mycotopia, and Ei., and the transactions contemplated thereby, (collectively referred to as the “Business Combination”). This proposal is referred to as the “Business Combination Proposal” or “Proposal No. 1.”

·To approve amendments to Mycotopia’s Amended and Restated Certificate of Incorporation to, simultaneous with the Business Combination, reduce the number of authorized shares and appoint David Nikzad as the “sole director.” This proposal is referred to as the “Amendment Proposal” or “Proposal No. 2.”

·To approve the adjournment of the special meeting, if necessary or advisable, in the event Mycotopia does not receive the requisite stockholder vote to approve the Business Combination. This proposal is called the “Adjournment Proposal” or “Proposal No. 3.”

Q: Are the proposals conditioned on one another?

A: Yes. The Business Combination is conditioned on the approval of the Proposals at the special meeting. It is important for you to note that if the Proposals do not receive the requisite vote for approval and are not waived by the parties to the Merger Agreement, then we will not consummate the Business Combination.

Q: What is the consideration being paid to Ei. securityholders?

A: At Closing each share of common stock of Ei. will be convertible into the right receive a number of PSLY Common Stock equal to (i) the sum of $360,000,000 (Three Hundred Sixty Million Dollars) (ii) divided by $1.56, the result of which is divided by (iii) the product of the total number of shares of Ei. Common Stock then issued and outstanding times four (4).

Q: Following the closing of the Business Combination, what percentage of the combined company will the former Mycotopia stockholders own?

A: Following the closing of the Business Combination is anticipated that Mycotopia shareholders will own approximately 6.9% of the common equity of PSLY.

Q: Do any of Mycotopia’s directors or officers have interests that may conflict with my interests with respect to the Business Combination?

A: Mycotopia’s directors and officers have interests in the Business Combination that are different from your interests as a stockholder. You should keep in mind the following interests of Mycotopia directors and officers:

Mr. Kaplan is the CEO of Mycotopia Therapies and of Ehave, Inc., the majority shareholder of Mycotopia Therapies. Pursuant to Mr. Kaplan’s agreement with Mycotopia, upon consummation of the Transaction, Mr. Kaplan would be entitled to a bonus equal to 5% of the transaction value with respect to Mycotopia. However, Mr. Kaplan has agreed to terminate his agreement with Mycotopia and forgo the bonus set forth therein. Mr. Kaplan, may, however, be awarded a bonus by PSLY following the transaction. Additionally, Mr. Kaplan may be entitled to additional compensation from Ehave, Inc. upon the consummation of the Transaction. The likely benefit to Mycotopia’s directors and officers may influence their motivation for promoting the Business Combination. See “Risk Factors — Risks Associated with Our Securities”

Q: When and where is the special meeting of Mycotopia’s stockholders?

A: The special meeting will be held virtually on [__], 2022, at [__], Eastern time at https:// [__].

In light of ongoing developments related to COVID-19, and the related protocols that governments have implemented, the Board determined that the special meeting will be a virtual meeting conducted exclusively via live webcast. The Board believes that this is the right choice for the Company and its stockholders at this time, as it permits stockholders to attend and participate in the special meeting while safeguarding the health and safety of the Company’s stockholders, directors and the Company’s management team. You will be able to attend the special meeting online, vote, view the list of stockholders entitled to vote at the special meeting and submit your questions during the special meeting by visiting https://[__]. To participate in the virtual meeting, you will need a 12-digit control number assigned by Continental Stock Transfer & Trust Company, the Company’s Transfer Agent. Additionally, you have the option to listen to the special meeting by dialing +1-[__] (toll-free within the U.S. and Canada) or +1-[__] (outside of the U.S. and Canada, standard rates apply). The passcode for telephone access is [__]#, but please note that you cannot vote or ask questions if you choose to participate telephonically. Please note that you will only be able to access the special meeting by means of remote communication. The meeting webcast will begin promptly at 11:00 a.m., Eastern Time. We encourage you to access the meeting prior to the start time, and you should allow ample time for the check-in procedures. Because the special meeting will be a completely virtual meeting, there will be no physical location for stockholders to attend.

Beneficial stockholders (those holding shares through a stock brokerage account or by a bank or other holder of record) who wish to attend the virtual meeting must obtain a legal proxy by contacting their account representative at the bank, broker, or other nominee that holds their shares and e-mail a copy (a legible photograph is sufficient) of their legal proxy to proxy@continentalstock.com. Beneficial stockholders who e-mail a valid legal proxy will be issued a meeting control number that will allow them to register to attend and participate in the special meeting. After contacting Continental Stock Transfer & Trust Company, a beneficial holder will receive an e-mail prior to the meeting with a link and instructions for entering the special meeting. Beneficial stockholders should contact Continental Stock Transfer & Trust Company at least five (5) business days prior to the meeting date in order to ensure access.

Q: Who may vote at the special meeting of stockholders?

A: Only holders of record of Mycotopia Shares as of the close of business on [__], 2022, the Record Date, may vote at the special meeting of stockholders. As of the Record Date, there were [__] shares of Mycotopia Shares issued and outstanding and entitled to vote. Ehave, Inc., the owner of a majority of Mycotopia’s Shares own an aggregate of [__] shares and have agreed to vote in favor of the Business Combination.

Please see “Special Meeting of Mycotopia Stockholders — Record Date; Who is Entitled to Vote” for further information.

Q: What is the quorum requirement for the special meeting of stockholders?

A: Stockholders representing a majority ([__] shares) of the Mycotopia Shares issued and outstanding as of the Record Date and entitled to vote at the special meeting must be present in person or represented by proxy in order to hold the special meeting and conduct business. This is called a quorum. Mycotopia Shares will be counted for purposes of determining whether there is a quorum if the stockholder (i) is present and entitled to vote at the meeting, or (ii) has properly submitted a proxy card. In the absence of a quorum, stockholders representing a majority of the votes present in person or represented by proxy at such meeting, may adjourn the meeting until a quorum is present. If you are a beneficial owner of shares of Mycotopia common stock and you do not instruct your bank, broker or other nominee how to vote your shares on any of the proposals, your shares will not be counted as present for purposes of determining whether a quorum exists.

Q: What vote is required to approve the Proposals?

A: Approval of the Business Combination Proposal, the Amendment Proposal, and the Adjournment Proposal each require the affirmative vote of a majority of the outstanding shares of our common stock present in person (through the virtual meeting platform) or represented by proxy and entitled to vote at the special meeting, or any adjournment thereof. Abstentions will have the effect of a vote “AGAINST” each of these proposals. Broker non-votes will have no effect on the vote for these proposals.

Q: How will the Ehave, Inc. vote?

A: Ehave, Inc., who as of the Record Date owned [__] Shares, or approximately 67.3% of the issued and outstanding Mycotopia Shares, has agreed to vote its shares of Mycotopia common stock in favor of each of the Proposals, including the Business Combination Proposal. Therefore, no other shares will be required to approve the Proposals.

SUMMARY

This summary highlights certain of the information contained elsewhere in this proxy statement/prospectus and may not contain all the information that is important to you. We urge you to read carefully the remainder of this proxy statement/prospectus, including the, as this summary does not provide all the information that might be important to you with respect to the Mergers and the other matters being considered at the special meeting of the company of which you are a stockholder. We have included page references to direct you to more complete descriptions of the topics presented in this summary.

See also “Where You Can Find More Information” beginning on page [__].

The Companies

Mycotopia (page [__])

Mycotopia Therapies, Inc.

18851 NE 29^th Ave.

Suite 700

Aventura, FL 33180

Mycotopia promotes the study of psychedelics for the treatment of mental health issues and supports the creation of both natural and synthetic molecules for the development of appropriate treatments. Through its investment in “Psychedelitech,” it sponsors conferences regarding the legal psychedelics industry. Mycotopia also intends to deploy technology from its parent company, Ehave, Inc., in the collection of research and clinical data to further the study of the effects of psychedelics in the treatment of mental health issues.

Mycotopia common stock is quoted on the OTC Pink Open Market under the symbol “TPIA.”

Ei. (page [__])

Ei.Ventures, Inc.

1215 South Kihei Road

Suite O PMB 424

Kihei, Hawaii 96753

Ei. is a start-up company formed in May 2019 with the ambition of being at the forefront of new industries and technologies. Ei. is developing innovative psychoactive therapeutic compounds and delivery systems that address global mental healthcare needs, as well as non-psychoactive nutritional supplements.

PSLY (page [__])

PSLY.com, Inc.

1215 South Kihei Road

Suite O PMB 424

Kihei, Hawaii 96753

PSLY is a Delaware corporation formed by Ei. on March 21, 2022 for the purpose of becoming the parent company of Ei. and Mycotopia by merging each into a newly formed, wholly owned subsidiary. To date, PSLY has not conducted any activities other than those incidental to its formation and the matters contemplated by the Merger Agreement in connection with the Merger transactions, described in more detail beginning on page [__].

PSLY has applied to have its common stock listed on The NASDAQ Capital Market under the symbol “PSLY”. The business of PSLY will be the combined businesses currently conducted by Ei. and Mycotopia.

Merger Sub E

Merger Sub E is a Delaware corporation and wholly owned subsidiary of PSLY formed on March 21, 2022, for the purpose of effecting its merger with Ei., with the effect that Ei. will become a wholly owned subsidiary of PSLY. To date, Merger Sub E has not conducted any activities other than those incidental to its formation and the matters contemplated by the Merger Agreement and the matters contemplated by the Merger Agreement in connection with the Merger transactions, described in more detail beginning on page [__].

Merger Sub M

Merger Sub M is a Nevada corporation and wholly owned subsidiary of PSLY formed on March 22, 2022, for the purpose of effecting its merger with Mycotopia, with the effect that Mycotopia will become a wholly owned subsidiary of PSLY. To date, Merger Sub M has not conducted any activities other than those incidental to its formation and the matters contemplated by the Merger Agreement in connection with the Merger transactions, described in more detail beginning on page [__].

The Merger and the Merger Agreement (pages [__] and [__])

The terms and conditions of the Mergers are contained in the Merger Agreement, which is attached to this proxy statement/prospectus as Appendix A. We encourage you to read the Merger Agreement carefully, because it is the legal document that governs the Mergers.

Effect of the Business Combination Transactions

Merger with Ei. Pursuant to the Merger Agreement, Merger Sub E will merge with and into Ei., with Ei. surviving as a wholly owned subsidiary of PSLY.

Merger with Mycotopia. Pursuant to the Merger Agreement, Merger Sub M will merge with and into Mycotopia, with Mycotopia surviving as a wholly owned subsidiary of PSLY.

Following the completion of the Mergers, the business of PSLY will be the combined businesses currently conducted by Ei. and Mycotopia.

The organization of Ei., Mycotopia, and PSLY after the Mergers is illustrated below:

The Mergers

Exchange Ratio in the Mergers (page [__])

Common Stock

At the Mycotopia Effective Time, each share of Mycotopia common stock, par value $0.001 per share (including shares of common stock that have been issued as a result of the conversion of Mycotopia preferred stock or certain convertible notes, but excluding those shares as to which the holder has properly demanded appraisal) issued and outstanding, will be converted into the right to receive 0.25 validly issued, fully paid and non-assessable share of PSLY common stock, which we refer to as the Mycotopia exchange ratio.

Subject to the terms and conditions set forth in the Merger Agreement, at the Mycotopia Effective Time, each share of Mycotopia common stock that is owned directly by Mycotopia or any Mycotopia subsidiary or held in Mycotopia’s treasury will no longer be outstanding and will automatically be canceled and cease to exist, and no consideration will be delivered in exchange for any such shares.

At the Ei. Effective Time, each share Ei. common stock, par value $0.0001 will be converted into the right to receive that number of shares of PSLY common stock equal to (i) the sum of $360,000,000 (Three Hundred Sixty Million Dollars) plus the dollar amount raised by Ei. under its Regulation A offering from since December 6, 2021 and under its Regulation D offering since March 28, 2022, (ii) divided by $1.56, the result of which is divided by (iii) the product of the total number of shares of Ei. common stock then issued and outstanding multiplied by four (4). We refer to the result produced by this calculation as the Ei. exchange ratio. As of the date hereof, that calculation would result in each share of Ei. common stock receiving 0.89274 validly issued, fully paid and non-assessable share(s) of PSLY common stock.

Subject to the terms and conditions set forth in the Merger Agreement, at the Ei. Effective Time, each share of Ei. common stock that is owned directly by Ei. or by any Ei. subsidiary or held in Ei.’s treasury will no longer be outstanding and will automatically be canceled and cease to exist, and no consideration will be delivered in exchange for any such shares.

Stock Options

Each outstanding Ei. stock option, whether vested or unvested, automatically will be converted, at the Ei. Effective Time, into a PSLY stock option to acquire, on the same terms and conditions as were applicable to such Ei. stock option immediately prior to the Ei. Effective Time (except that vesting of certain stock options shall be accelerated), the number of shares of PSLY commons stock (rounded, if necessary, up to the nearest whole share) determined by multiplying the number of shares of Ei. common stock subject to such Ei. stock option immediately prior to the Ei. Effective Time by the Ei. exchange ratio, at an exercise price per share of PSLY common stock (rounded, if necessary, up to the nearest whole cent) equal to the exercise price per share of Ei. common stock under such Ei. stock option divided by the Ei. exchange ratio. A further description of the Ei. stock options and the accelerated vesting that will apply to certain stock options starts on page [__].

The Ei. stock options that will be accelerated are set forth in the table below:

Shareholder	Options Accelerated
David Nikzad	416,662.50
Jason Hobson	416,662.50
Non-Executive Holders	601,824.17
Total	1,435,149.17

Warrants

Each outstanding Mycotopia warrant will be converted, at the Mycotopia Effective Time, into a PSLY warrant to acquire, on the same terms and conditions as were applicable to such Mycotopia warrant immediately prior to the Mycotopia Effective Time, the number of shares of PSLY commons stock (rounded, if necessary, up to the nearest whole share) determined by multiplying the number of shares of Mycotopia common stock subject to such Mycotopia warrant immediately prior to the Mycotopia Effective Time by the Mycotopia exchange ratio, at an exercise price per share of PSLY common stock (rounded, if necessary, up to the nearest whole cent) equal to the exercise price per share of Mycotopia common stock under such Mycotopia warrant divided by the Mycotopia exchange ratio.

PSLY Equity Awards (page [__])

In connection with the Mergers, and prior to the Ei. and Mycotopia Effective Times, PSLY will adopt the PSLY.com, Inc. 2022 Equity Incentive Plan, which we refer to as the PSLY Equity Incentive Plan. In addition to the Ei. stock options that will be converted upon completion of the Mergers, the combined company will be permitted to issue new equity-based compensation for services rendered to the combined company or any of its participating subsidiaries in the form of stock options, restricted stock awards, restricted stock units, stock appreciation rights, dividend equivalents, performance awards and stock payments (or any combination thereof) granted under the PSLY Equity Incentive Plan. No awards may be granted under the PSLY Equity Incentive Plan prior to the Ei. and Mycotopia Effective Times.

Recommendation of the Mycotopia Board of Directors (page [__])

After careful consideration, the Mycotopia board of directors unanimously recommends that Mycotopia stockholders vote “FOR” the Merger proposal, “FOR” the Merger-related compensation proposal, and “FOR” the adjournment proposal. For a more complete description of Mycotopia’s reasons for the Merger and the recommendations of the Mycotopia board of directors, please see “THE MERGER—Reasons for the Merger and Recommendations of the Mycotopia Board of Directors” beginning on page [__].

Recommendation of the Ei. Board of Directors (page [__])

After careful consideration, the Ei. board of directors unanimously recommends that Ei. stockholders vote “FOR” the Merger proposal, “FOR” the Merger-related compensation proposal, and “FOR” the adjournment proposal. For a more complete description of Ei.’s reasons for the Merger and the recommendations of the Ei. board of directors, please see “THE MERGER—Reasons for the Merger and Recommendations of the Ei. Board of Directors” beginning on page [__].

Material U. S. Federal Income Tax Consequences of the Mergers (page [__])

The Mergers are intended to qualify as a reorganization under Section 368(a) of the Code. Consistent with such treatment, as a result of receiving PSLY common stock in exchange for Ei. common stock or Mycotopia common stock, as applicable, in general, a U.S. holder (as defined in “MATERIAL U. S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER AND THE CONTRIBUTION” beginning on page [__]) of Ei. common stock or Mycotopia common stock, as the case may be, will not recognize gain because the Merger Agreement contemplates an exchange consisting solely of common stock for common stock.

This tax treatment may not apply to every stockholder of Ei. and Mycotopia. Determining the actual tax consequences of the Mergers to you may be complicated and will depend on your specific situation and on variables that may not be within our control. We strongly recommend that you consult your own tax advisor for a full understanding of the tax consequences of the Mergers to you.

For more information, please see “MATERIAL U. S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGERS” beginning on page [__].

Risk Factors (page [__])

Before voting at the Ei. or Mycotopia special meeting, you should carefully consider all of the information contained in this proxy statement/prospectus, including the risk factors set forth under “RISK FACTORS” beginning on page [__] and the risk factors described in Mycotopia’s Annual Report on Form 10-K for the year ended on December 31, 2021 and other reports that Mycotopia files with the SEC. Please see “WHERE YOU CAN FIND MORE INFORMATION” beginning on page [__].

Ei. Special Meeting of Stockholders (page [__])

The Ei. special meeting will be held on [__] at 10:00 a.m. Eastern time virtually on the internet. At the special meeting, Ei. stockholders will be asked:

§To approve the Ei. Merger proposal;

§To approve the Ei. Merger-related compensation proposal; and

§To approve the Ei. adjournment proposal.

Ei. Record Date (page [__])

Ei. stockholders are entitled to vote at the Ei. special meeting if they owned shares of Ei. common stock at the close of business on [__], which is the record date for the Ei. special meeting. On the Ei. record date, there were [__] outstanding shares of Ei. common stock (held by approximately [__] stockholders). Each Ei. stockholder is entitled to cast one vote for each share of Ei. common owned on that date.

Mycotopia Special Meeting of Stockholders (page [__])

The Mycotopia special meeting will be held on [__] at 10:00 a.m. Eastern time virtually on the internet. At the special meeting, Mycotopia stockholders will be asked:

§To approve the Mycotopia Merger proposal;

§To approve the Mycotopia Merger-related compensation proposal; and

§To approve the Mycotopia adjournment proposal.

Mycotopia Record Date (page [__])

Mycotopia stockholders are entitled to vote at the Mycotopia special meeting if they owned shares of Mycotopia common stock or preferred stock at the close of business on [__], which is the record date for the Mycotopia special meeting. On the Mycotopia record date, there were [__] outstanding shares of Mycotopia common stock (held by approximately [__] stockholders) and [__] outstanding shares of Mycotopia preferred stock entitled to vote. Each Mycotopia stockholder is entitled to cast one vote for each share of Mycotopia common stock and ten (10) votes for each share of Mycotopia preferred stock owned on that date.

Votes Required for Approval (page [__])

For each of the special meetings, the presence, in person or by proxy, of the holders of a majority of the shares of outstanding common stock entitled to vote at the special meeting is necessary to constitute a quorum. Abstentions are counted as present and entitled to vote for purposes of determining a quorum; however, broker “non-votes” are not counted as present and entitled to vote for those purposes. A broker “non-vote” occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary authority to vote on that particular proposal and has not received instructions from the beneficial owner. Although brokers have discretionary authority to vote your shares of common stock with respect to routine matters, they do not have discretionary authority to vote your shares on non-routine matters. All proposals to be submitted for consideration at the special meetings are non-routine and, therefore, your broker will not be permitted to vote your shares of common stock with respect to these proposals unless the broker has received appropriate instructions from you.

If a quorum exists, the approval of the Mycotopia Merger proposal requires the affirmative vote of a majority of the votes represented by the issued and outstanding shares of Mycotopia common and preferred stock (voting as a single class) entitled to vote at the special meeting. Abstentions and broker non-votes will have the same effect on the outcome of the vote on this proposal as votes against this proposal.

If a quorum exists, approval of the Mycotopia Merger-related compensation proposal requires the affirmative vote of a majority of the votes cast at the special meeting. Abstentions and broker non-votes will be disregarded and will have no effect on the outcome of the vote on this proposal. This matter is being submitted to the Mycotopia stockholders on an advisory basis only and the stockholder vote will not bind the board of directors.

If a quorum exists, the approval of the Mycotopia adjournment proposal requires the affirmative vote of a majority of the votes cast at the special meeting. Abstentions and broker non-votes will be disregarded and will have no effect on the outcome of the vote on this proposal.

As of the record date for the Mycotopia special meeting, Mycotopia directors and executive officers and their affiliates beneficially held approximately 69.1% of the outstanding shares of Mycotopia common and preferred stock entitled to vote at the meeting.

If a quorum exists, the approval of the Ei. Merger proposal requires the affirmative vote of a majority of the votes represented by the issued and outstanding shares of Ei. common stock entitled to vote at the special meeting. Abstentions and broker non-votes will have the same effect on the outcome of the vote on this proposal as votes against this proposal.

If a quorum exists, approval of the Ei. Merger-related compensation proposal requires the affirmative vote of a majority of the votes cast at the special meeting. Abstentions and broker non-votes will be disregarded and have no effect on the outcome of the vote on this proposal. This matter is being submitted to the Ei. stockholders on an advisory basis only and the stockholder vote will not bind the board of directors.

If a quorum exists, the approval of the Ei. adjournment proposal requires the affirmative vote of a majority of the votes cast at the special meeting. Abstentions and broker non-votes will be disregarded and will have no effect on the outcome of the vote on this proposal.

As of the record date for the Ei. special meeting, Ei. directors and executive officers and their affiliates beneficially held approximately 88.13% of the outstanding shares of Ei. common stock entitled to vote at the special meeting.

Interests of Directors and Executive Officers in the Mergers that Differ from Your Interests (page [__])

Some of the directors and executive officers of Ei. and Mycotopia have interests in the Mergers that differ from, or are in addition to, their interests as stockholders. These interests exist because of, among other things, the terms of employment or severance agreements to which these executive officers and directors may be parties, rights that they may have under certain benefit plans including equity plans, agreements or arrangements with PSLY to continue or serve as employees, consultants and/or directors of PSLY and its subsidiaries following the Mergers, and rights to indemnification and directors’ and officers’ liability insurance following the Mergers. The compensation that Ei. and Mycotopia directors and named executive officers or their affiliates may receive as a result of the Mergers is described in greater detail under “Interests of Certain Ei. and Mycotopia Directors and Executive Officers in the Mergers” beginning on page [__].

The members of the Ei. and the Mycotopia boards of directors knew about these additional interests and considered them when they approved the Merger Agreement and the Mergers.

Conditions of the Merger (page [__])

The obligations of PSLY, Ei. and Mycotopia to complete the Mergers depend on the satisfaction or waiver of a number of conditions. These conditions include:

§approval of the Merger Agreement by the Ei. stockholders and the Mycotopia stockholders having been obtained;

§the shares of PSLY to be issued to the holders of Ei. and Mycotopia common stock upon consummation of the Mergers having been authorized for listing on The NASDAQ Capital Market, subject to official notice of issuance;

§no order, injunction or decree having been issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Mergers or any of the other transactions contemplated by the Merger Agreement being in effect;

§approval of the Mergers by the necessary federal and state regulatory authorities having been obtained and remaining in full force and effect;

§the parties’ representations and warranties being accurate as of the effective time of the applicable Merger, subject to the material adverse effect standard in the Merger Agreement;

§all obligations contained in the Merger Agreement required to be performed by a party at or before the effective time of the applicable Merger having been performed;

§since May 17, 2022, there having been no change, state of facts, event, development or effect that will have had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on either Mycotopia or Ei.;

§all indebtedness of Mycotopia to eHave, Inc. having been repaid and all outstanding Mycotopia convertible notes having converted to Mycotopia common stock;

§all outstanding shares of Mycotopia preferred stock having been converted into shares of Mycotopia common stock;

§Benjamin Kaplan and Mark Croskery having terminated their respective board agreements with Mycotopia and entered into board agreements with PSLY;

§Every person who will be the beneficial owner of five percent (5%) or more of the PSLY common stock outstanding after the closing of the Mergers, together with Benjamin Kaplan, EHave, Inc. and Orthoganal Thinker, Inc., have entered into lock-up agreements with PSLY; and

§Benjamin Kaplan having terminated his existing consulting agreement with Mycotopia and provided a general release to PSLY.

We cannot be certain when, if or subject to what conditions, the conditions to the Mergers will be satisfied or waived, or that the Mergers will be completed.

No Solicitation of Acquisition Proposals (page [__])

The Merger Agreement requires that each of Ei. and Mycotopia, their respective subsidiaries, and their respective officers, directors, employees, and representatives, cease other solicitations, discussions or negotiations with any persons that were ongoing at the time the Merger Agreement was entered into with respect to any inquiry, proposal, discussion, offer or request that constitutes or could reasonably be expected to lead to another, competing transaction and to refrain from engaging in further such activities.

The Merger Agreement further requires Ei. and Mycotopia to refrain from recommending against the Mergers with PSLY, except under certain circumstances set forth in the Merger Agreement.

Notwithstanding anything to the contrary set forth in the Merger Agreement, if, at any time prior to approval of the Merger Agreement at the Ei. and Mycotopia special meetings, Ei. or Mycotopia receives a written alternative proposal by any person or group (as those terms are defined in the Merger Agreement) that was not solicited in material breach of the Merger Agreement, Ei. or Mycotopia, as applicable, may, if the applicable board of directors (or any committee thereof) has determined, in its good faith judgment (after consultation with its financial advisors and outside legal counsel), that such alternative proposal constitutes or would reasonably be expected to lead to a superior proposal (as that term is defined in the Merger Agreement) and that the failure to take such action would be inconsistent with the directors’ exercise of their fiduciary duties under applicable law: (i) furnish non-public information to and afford access to its business, employees, officers, contracts, properties, assets, books and records to any person in response to such alternative proposal, pursuant to the prior execution of an acceptable confidentiality agreement (provided that Ei. or Mycotopia, as applicable, has previously furnished, made available or provided access to PSLY to any such non-public information) and (ii) enter into and maintain discussions or negotiations with any person regarding such alternative proposal.

Notwithstanding anything in the Merger Agreement to the contrary, at any time prior to the Ei. or Mycotopia special meeting, as applicable, the Ei. or Mycotopia board of directors, as the case be, may, if it has received an alternative proposal from any person or group that is not withdrawn and that the board concludes in good faith constitutes a superior proposal (after taking into account the terms of any revised offer by PSLY), (i) withdraw or modify, or propose publicly to withdraw, modify, in a manner adverse to PSLY, Merger Sub E or Merger Sub M, as applicable, the recommendation or declaration of advisability by such board (or committee) of the Merger Agreement or either Merger (which we refer to as an adverse recommendation change), or (ii) terminate the Merger Agreement in order to enter into a definitive written agreement providing for such superior proposal simultaneously with the termination of the Merger Agreement, in each case only if (A) if the applicable board of directors (or any committee thereof) has determined in good faith (after consultation with its financial and outside legal advisors), that the failure to take such action would be inconsistent with the directors’ exercise of their fiduciary duties under applicable law, (B) such board (or any committee thereof) has determined in good faith (after consultation with its financial and outside legal advisors) that such alternative proposal constitutes a superior proposal, and (C) the party receiving the alternative proposal has complied in all material respects with the terms of the Merger Agreement with respect to such alternative proposal; provided, however, that (1) no adverse recommendation change may be made, and (2) no related termination of the Merger Agreement may be effected, in each case until after the fifth business day (which we refer to as the notice period) following PSLY’s receipt of a written notice from Ei. or Mycotopia, as the case may be, advising PSLY that the applicable party has received an alternative proposal that has not been withdrawn and that such party’s board (or any committee thereof) has concluded in good faith constitutes a superior proposal and, absent any revision to the terms and conditions of the Merger Agreement, such party’s board of directors intends to make an adverse recommendation change on account of such alternative proposal or to terminate the Merger Agreement (which we refer to as a notice of a superior proposal) and specifying the reasons therefor, including the terms and conditions of any such superior proposal (including copies of all relevant documents in such party’s possession relating to such superior proposal) and the identity of the person making the superior proposal. During the notice period, Ei. or Mycotopia, as applicable, will, and will cause its representatives to, negotiate with PSLY and its representatives in good faith (to the extent PSLY desires to negotiate) to make such adjustments in the terms and conditions of the Merger Agreement so that the alternative proposal would cease to constitute a superior proposal. Any material amendment to the financial terms or any other material amendment of such superior proposal will require a new notice of superior proposal and the party receiving such amended proposal will be required to comply again with the requirements of the Merger Agreement.

Termination (page [__])

The Merger Agreement may be terminated at any time prior to the closing of the Mergers under the following circumstances:

§by mutual written consent of PSLY, Ei., and Mycotopia;

§by PSLY, Ei., or Mycotopia if:

oany court of competent jurisdiction or other governmental authority shall have taken a final and non-appealable action restraining, enjoining or otherwise prohibiting the transactions contemplate by the Merger Agreement; provided, that the party seeking to terminate the Merger Agreement has used its reasonable best efforts to remove such action and shall not be in violation of its obligations or use its best efforts to facilitate consummation of the transactions contemplated by the Merger Agreement and also provided that a party may not avail itself of this termination provision if the action was substantially the result of the failure of that party to perform any of its obligations under the Merger Agreement

othe Mergers are not consummated on or before September 30, 2022, provided, that, this right to terminate the Merger Agreement will not be available to a party if failure to fulfill in any material respect any covenants and agreements of such party under the Merger Agreement is a principal cause of the failure of the Mergers to be consummated by September 30, 2022;

othe Ei. stockholder meeting or the Mycotopia stockholder meeting has been duly completed and the approval of the Ei. stockholders or the Mycotopia stockholders, as the case may be, has not been obtained (whether at the meeting or at an adjournment or postponement thereof), provided the right to terminate under this provision shall not be available to Ei. or Mycotopia, as the case may be, if the failure by Ei. or Mycotopia to perform any of its obligations under the Merger Agreement has been a principal cause of the failure to obtain the Ei. stockholder

approval or the Mycotopia stockholder approval, as applicable.

§by PSLY, if:

othe representations and warranties of Ei. or Mycotopia were not true and correct as of the date of execution of the Merger Agreement or become not true and correct at any time thereafter or Ei. or Mycotopia breaches or fails to perform any of its covenants or agreements set forth in the Merger Agreement, which failure to be true and correct, breach or failure to perform would give rise to the failure of any of the closing conditions as to accuracy of representations and warranties or performance and compliance, and which failure is not capable of being cured by September 30, 2022 or, if capable of being cured, is not cured by Ei. or Mycotopia, as applicable, within ten (10) days following written notice to the breaching party, but no later than the September 30, 2022;

othe Ei. board of directors or the or Mycotopia board of directors makes an adverse recommendation change; (b) Ei. or Mycotopia has publicly announced its intention to make an adverse recommendation change; or (c) Ei. or Mycotopia has materially breached any of its obligations regarding accuracy of representations and warranties or performance and compliance under the Merger Agreement; or

oEi. or Mycotopia has entered into a letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other agreement constituting or related to, or which is intended to or is reasonably likely to lead to, an inquiry, proposal or offer from any person or group (other than PSLY or any of its affiliates) relating to, or that could reasonably be expected to lead to, any merger, consolidation, business combination, recapitalization, liquidation, or dissolution involving Ei. or Mycotopia, or any direct or indirect acquisition (which we refer to as an acquisition agreement), or shall have publicly announced its intention to do so;

§by Ei., if:

othe representations and warranties of PSLY or Mycotopia are not true and correct or PSLY or Mycotopia has breached or failed to perform any of its covenants or agreements set forth in the Merger Agreement, which failure or breach would give rise to the failure of any of the closing conditions as to accuracy of representations and warranties or performance and compliance, and which failure is not cured by PSLY or Mycotopia, as the case may be, within ten days following written notice thereto, or which is by its nature or timing not capable of being cured; or

o(a) the Mycotopia board of directors makes an adverse recommendation change; (b) Mycotopia publicly announces its intention to make an adverse recommendation change; or (c) Mycotopia materially breaches any of its obligations regarding accuracy of representations and warranties or performance and compliance under the Merger Agreement;

oMycotopia has entered into an acquisition agreement or shall have publicly announced its intention to do so; or

othe holders of more than 100,000 shares of Mycotopia common stock assert appraisal rights;

§by Mycotopia, if:

othe representations and warranties of PSLY or Ei. are not true and correct or PSLY or Ei. has breached or failed to perform any of its covenants or agreements set forth in the Merger Agreement, which failure or breach would give rise to the failure of any of the closing conditions as to accuracy of representations and warranties or performance and compliance, and which failure is not cured by PSLY or Mycotopia, as the case may be, within ten (10) days following written notice thereto, or which is by its nature or timing not capable of being cured; or

o(a) the Ei. board of directors makes an adverse recommendation change; (b) Ei. publicly announces its intention to make an adverse recommendation change; or (c) Ei. materially breaches any of its obligations regarding accuracy of representations and warranties or performance and compliance under the Merger Agreement; or

oEi. enters into an Acquisition Agreement or publicly announces its intention to do so.

Expenses and Termination Fees (page [__])

The Merger Agreement provides that, whether or not the Mergers are consummated, PSLY, Ei. and Mycotopia generally are responsible to pay their respective costs and expenses incurred in connection with the Merger Agreement and the transactions contemplated thereby. However, under certain circumstances a party may be required to pay the costs and expenses of another party, and/or a termination fee, as follows:

§Upon termination of the Merger Agreement by Mycotopia on the basis of (i) Ei.’s failure to obtain the required vote of its stockholders to approve the Merger and adopt the Merger Agreement, (ii) Ei. changing its board recommendation or announcing its intention to do so, (iii) Ei. breaching its non-solicitation obligations, or (iv) Ei. entering into an acquisition agreement with another party or announcing its intention to do so, Ei. will be required to pay Mycotopia (a) the aggregate amount of all costs, fees and expenses incurred by Mycotopia and its affiliates in connection with the transactions contemplated by the Merger Agreement plus (b) a termination fee in the amount of $2,000,000.

§Upon termination of the Merger Agreement by Ei. on the basis of (i) Mycotopia’s failure to obtain the required vote of its stockholders to approve the Merger and adopt the Merger Agreement, (ii) Mycotopia changing its board

recommendation or announcing its intention to do so, (iii) Mycotopia breaching its non-solicitation obligations, (iv) Mycotopia entering into an acquisition agreement with another party or announcing its intention to do so or (v) the holders of more than 100,000 shares of Mycotopia’s common stock asserting appraisal rights, Mycotopia will be required to pay Ei. a termination fee equal to (a) the aggregate amount of all costs, fees and expenses incurred by Ei. and its affiliates in connection with the transactions contemplated by the Merger Agreement plus (b) a termination fee in the amount of $2,000,000.

§Upon termination of the Merger Agreement on the basis of Ei.’s (i) failure to obtain the required vote of its stockholders to approve the Merger and adopt the Merger Agreement, (ii) Ei. changing its board recommendation, (iii) Ei. entering into an acquisition agreement with another party or announcing its intention to do so, or (iv) Ei. breaching its non-solicitation obligations, Ei. will be required to pay PSLY an amount equal to the aggregate amount of all costs, fees and expenses incurred by PSLY and its affiliates in connection with the transactions contemplated by the Merger Agreement.

§Upon termination of the Merger Agreement on the basis of Mycotopia’s (i) failure to obtain the required vote of its stockholders to approve the Merger and adopt the Merger Agreement, (ii) Mycotopia changing its board recommendation, (iii) Mycotopia entering into an acquisition agreement with another party or announcing its intention to do so or (iv) Mycotopia breaching its non-solicitation obligations, Mycotopia will be required pay PSLY an amount equal to the aggregate amount of all costs, fees and expenses incurred by PSLY and its affiliates in connection with the transactions contemplated by the Merger agreement.

Voting Agreements (page [__])

Concurrent with the execution and delivery of the Merger Agreement, certain significant Mycotopia stockholders and certain significant Ei. stockholders (which we refer to as supporting stockholders) entered into voting agreements with PSLY. The supporting Mycotopia stockholders beneficially own approximately 69.1% of the issued and outstanding shares of Mycotopia common stock. The supporting Ei. stockholder beneficially owns approximately 92% of the issued and outstanding shares of Ei. common stock.

Pursuant to the voting agreements, each supporting stockholder has agreed, among other things to, vote or cause to be voted the shares owned by such supporting stockholder in favor of (i) the adoption of the Merger Agreement and approval of the applicable Merger and (b) against (i) any action or proposal that would constitute a breach in any respect of any covenant, representation or warranty under the Merger Agreement or of such supporting stockholder under the applicable voting agreement, or that reasonably would be expected to prevent, impede, frustrate, interfere with, delay, postpone or adversely affect the contemplated Mergers, (ii) any alternative proposal or any proposal relating to an alternative proposal, or (iii) any proposal in opposition to approval of the Merger Agreement or in competition with or materially inconsistent with the Merger Agreement. See “THE MERGER AGREEMENT – Voting and Support Agreements.”

The supporting stockholders also agreed to waive any appraisal rights they may have in connection with the Mergers. See “APPRAISAL RIGHTS OF MYCOTOPIA STOCKHOLDERS.”

Listing of PSLY Common Stock

It is a condition to the completion of the Mergers that the PSLY common stock to be issued to Ei. and Mycotopia stockholders be approved for listing on The Nasdaq Capital Market, subject to official notice of issuance.

Certain Governance Matters Following the Merger (page [__])

Immediately after consummation of the Mergers, PSLY’s board of directors will consist of six directors, including David Nikzad, Jason Hobson, Mark Croskery, Benjamin Kaplan, Eric Baum, and Matthew Thelan.

In addition, immediately after consummation of the Mergers, David Nikzad, Chief Executive Officer of Ei., will be Chief Executive Officer of PSLY, Jason Hobson, Treasurer and Secretary of Ei., will be Treasurer and Secretary of PSLY, and Meghan Brennan will be General Counsel of PSLY.

Appraisal Rights (page [__])

Mycotopia stockholders are entitled to appraisal rights in connection with the merger under Chapter 92A of the Nevada Revised Statutes, a copy of which is attached hereto as Appendix B, and a description of which appears under “APPRAISAL RIGHTS OF MYCOTOPIA STOCKHOLDERS” in this proxy statement/prospectus.

Comparison of Stockholders’ Rights (page [__])

Upon completion of the Mergers, Ei. and Mycotopia stockholders will become stockholders of PSLY and their rights will be governed by Delaware law and the governing corporate documents of PSLY in effect at the effective time. Accordingly, the Ei. and Mycotopia stockholders will have different rights once they become PSLY stockholders.

These differences are described in detail in the section entitled “Comparison of Rights of Stockholders” beginning on page [__].

RISK FACTORS

In addition to the other information included and incorporated by reference into this proxy statement/prospectus, including the matters addressed in the section entitled “Forward-Looking Statements”, you should carefully consider the following risks before deciding whether to vote for the Merger Proposal. You should also read and consider the other information in this proxy statement/prospectus and the documents incorporated by reference into this proxy statement/prospectus. For more information, see the section entitled “Where You Can Find More Information” beginning on page [__]. If any of these risks actually affect the Company, our business, financial condition, results of operations and prospects could suffer, the trading price of the Common Stock could decline and you could lose all or part of your investment.

RISKS RELATING TO OUR BUSINESS AND STRATEGY FOR NON-PSYCHOACTIVE NUTRITIONAL SUPPLEMENT PRODUCTS

Our nutritional supplement product offerings are new and have no track record.

Our nutritional supplements were developed in 2020 and have no track record from which to project future performance. There is no guarantee we can establish or build our brand and name recognition at the pace we presently anticipate or at all.

We will face competition from nutritional supplement companies and our operating results will suffer if we fail to compete effectively.

The nutritional supplement industry is intensely competitive and subject to rapid and significant technological change. We anticipate having competitors in the United States, Canada, Europe and elsewhere, including major multinational and other established supplement companies. There are numerous other companies operating in the nutritional supplement space, many of which have significantly longer operating histories and far greater financial, personnel and other critical resources, such as larger research and development staffs and more experienced marketing and manufacturing organizations, than we do. Known competitors in our space include Life Extension, LLC, Optimum Nutrition, Inc., Thorne Research, Inc., Garden of Life, LLC, Klaire Laboratories, Inc., Herb Farm, LLC, and Pure Encapsulations, LLC, along with many other companies and sellers on Amazon and other marketplaces.

We believe that our ability to successfully establish ourselves and compete will depend on, among other things:

·whether we succeed in our research and development efforts to identify and develop strong nutritional supplements;

·whether we are able to commercialize and market our nutritional supplements in a timely manner or at all;

·whether we are able to price of our products competitively;

·whether we are successful in protecting our intellectual property rights related to our products; and

·whether we are able to manufacture and sell commercial quantities of our nutritional supplements.

We have limited agreements with contract manufacturers for the production of nutritional supplements.

We do not intend to manufacture the nutritional supplements that we plan to sell. We have development agreements with contract manufacturers for the production and formulation of sufficient quantities of nutritional supplements. However, sale of our nutritional supplement products cannot begin until we have completed appropriate research and development. There can be no assurance that we will be able to produce nutritional supplements in a timely manner, on favorable or acceptable terms, or at all.

Product safety and quality concerns, including concerns related to perceived quality of ingredients, could negatively affect the Company’s nutritional supplement business.

The Company’s success in the nutritional supplement market will depend in large part on our ability to establish and maintain consumer confidence in the safety and quality of our products. The Company intends to develop rigorous product safety and quality standards, although such standards are currently in development and have not been tested or implemented. However, if products that we take to market in the future are, become or are perceived to be, contaminated or adulterated, the Company may be required to conduct costly product recalls and may become subject to product liability claims and negative publicity, which could cause significant damages to its business. In addition, regulatory actions, activities by nongovernmental organizations, public debate and concerns about perceived negative safety and quality consequences of certain ingredients in our products may erode consumers’ confidence in their safety and quality, whether or not justified, and could result in additional governmental regulations concerning the marketing and labeling of the Company’s products, negative publicity, or actual or threatened legal actions, all of which could damage the reputation of the Company and its products and may undermine our ability market products.

Failure to ensure quality management and to maintain adequate insurance could materially and adversely affect our business and reputation.

Our future success with regard to supplements depends on our ability to maintain and continuously improve our quality management program. An inability to address a quality or safety issue in an effective and timely manner may cause negative publicity and a loss of customer confidence in us and our then-current and future products, which may result in the loss of sales and interfere with or entirely prevent the successful launch of new products. In addition, we are currently not financially able to maintain insurance against product liability or other claims based on our products. A successful claim brought against us in excess of any available insurance or not covered by indemnification agreements, or any claim that results in significant adverse publicity against us, could have an adverse effect on our business and our reputation.

We may not succeed in correctly predicting changes in consumer preferences, developing and offering responsive new product or responding to competitive innovation.

Our success depends on our ability to predict, identify, and interpret the tastes and habits of consumers and to offer products that appeal to changing and evolving consumer preferences. If we do not offer products that appeal to consumers, we will be unable to establish, maintain or increase our market share decrease. We will be required to distinguish among short-term fads, mid-term trends, and long-term changes in consumer preferences. If we do not accurately predict which shifts in consumer preferences will be long-term, or if we fail to introduce new and improved products to satisfy those preferences, our sales could be materially and negatively impacted. In addition, because we anticipate that our customer base will be varied, we must be prepared to offer an array of products that satisfy a broad spectrum of consumer preferences. If we fail to establish and expand our product offerings successfully across product categories, or if we do not rapidly develop products in faster growing and more profitable categories, demand for our products and our product sales, financial condition, and results of operations could all be materially and adversely affected. In addition, achieving growth depends on our successful development, introduction, and marketing of innovative new products and line extensions. Successful innovation depends on our ability to correctly anticipate customer and consumer acceptance, to obtain, protect and maintain necessary intellectual property rights, and to avoid infringing the intellectual property rights of others and failure to do so could compromise our competitive position and adversely impact our business. There can be no assurance that we will be successful at all or in a timely and financially effective manner, in any or all of these activities.

We face in the risk liability resulting from counterfeit or tainted products infiltrating the supply chain in the distribution of our products.

Because we intend to source ingredients from various suppliers, we will rely on various sources and will be reliant on their respective quality control measures. While we intend to have develop and implement procedures to maintain the highest quality levels in our products, these procedures are not presently in place and we may at any time be subject to faulty, spoiled or tainted ingredients or components in our products, which would negatively affect our products and our customers’ experience with them and could adversely affect customer demand for our products. In addition, if there are serious illnesses or injuries due to our products, we presently do not have insurance coverage for such events and there can be no assurance that the insurance coverage we plan to maintain in the future will be sufficient or will be available in adequate amounts or at a reasonable cost, or that indemnification agreements will provide us with adequate protection.

We are vulnerable to fluctuations in the price and supply of ingredients, packaging materials, and freight.

The prices of the ingredients, packaging materials, and freight are all subject to fluctuations attributable to, among other things, changes in supply and demand of raw materials or other commodities. The sales prices of our products to our customers will be a delivered price. Therefore, adverse changes in our input costs could adversely impact our gross margins. Our ability to pass along higher costs through price increases to our customers will be dependent upon competitive conditions and pricing methodologies employed in the various markets in which we intend to compete. To the extent competitors do not also increase their prices, customers and consumers may choose to purchase competing products or may shift purchases to lower-priced private label or other value offerings, which may adversely affect our then-existing results of operations. We will use significant quantities of raw materials and food ingredients, as well as packaging materials, provided by third-party suppliers. We will also likely buy from a variety of producers and manufacturers. While we expect that alternate sources of supply should generally be available, supplies and prices are subject to market conditions and are influenced by other factors beyond our control. The occurrence of any of the foregoing could increase our costs and disrupt our operations.

Substantial disruption to production at our manufacturing and distribution facilities could occur.

A disruption in production at third-party manufacturing facilities with which we expect to contract could have an adverse effect on our business. In addition, disruption could occur at the facilities of our future suppliers or distributors. Such disruption could occur for many reasons, including pandemic (such as the novel COVID-19 pandemic), fire, natural disasters, weather, water scarcity, manufacturing problems, disease, strikes, transportation or supply interruption, government regulation, cybersecurity attacks or terrorism. Alternative facilities with sufficient capacity or capabilities may not be available, may cost substantially more or may take a significant time to start production, each of which could negatively affect our business and results of operations.

Future product recalls or safety concerns could adversely impact our results of operations.

We may be required to recall certain of our products should they be mislabeled, contaminated, spoiled, tampered with or damaged. We also may become involved in lawsuits and legal proceedings if it is alleged that the consumption or use of any of our products causes injury, illness, or death. A product recall or an adverse result in any such litigation could have an adverse effect on our business, depending on the costs of the recall, the destruction of product inventory, competitive reaction and consumer attitudes. Even if a product liability or consumer fraud claim proves unsuccessful or without merit, the negative publicity surrounding such assertions regarding our products could adversely affect our reputation and brand image. We also could be adversely affected if consumers in our principal markets lose confidence in the safety and quality of our products.

The consolidation of retail customers could adversely affect us.

Retail customers, such as supermarkets, warehouse clubs, and supplements distributors, in markets where we establish our major markets thereafter may consolidate, resulting in fewer customers for our business. Consolidation also produces larger retail customers that could seek to leverage their position to improve their profitability by demanding improved efficiency, lower pricing, increased promotional programs, or specifically tailored products. In addition, larger retailers have the scale to develop supply chains that permit them to operate with reduced inventories or to develop and market their own white-label brands. Retail consolidation and increasing retailer power in certain markets could adversely affect our ability to establish ourselves, and our product sales in those markets... Retail consolidation also increases the risk that adverse changes in our customers’ business operations or financial performance would have a corresponding material and adverse effect on us. For example, if our customers were unable to access sufficient funds or financing, then they might delay, decrease, or cancel purchases of our products, or delay or fail to pay us for previous purchases, which could materially and adversely affect our product sales, financial condition, and operating results.

Evolving tax, environmental, food quality and safety or other regulations or failure to comply with existing licensing, labeling, trade, and other regulations could have a material adverse effect on our financial condition.

Our activities and products related to nutritional supplements, both in and outside of the United States, are or will be subject to regulation by various federal, state, provincial and local laws, regulations and government agencies, including the U.S. Food and Drug Administration (“FDA”), U.S. Federal Trade Commission, and the U.S. Departments of Agriculture, Commerce and Labor, as well as similar and other authorities outside of the United States, international accords and treaties and other regulations, including voluntary regulation by other bodies. These laws and regulations may change, sometimes dramatically, as a result of a variety of factors, including political, economic or social events. The manufacturing, marketing, and distribution of health supplements are subject to governmental regulations that control such matters as quality and safety, ingredients, advertising, product or production requirements, labeling, import or export of products or ingredients, relations with distributors and retailers, health and safety, the environment, and restrictions on the use of government programs to purchase certain of products. We are or will also regulated with respect to matters such as licensing requirements, trade and pricing practices, tax, anticorruption standards, advertising and claims, and environmental matters. The need to comply with new, evolving or revised tax, environmental, food quality and safety, labeling or other laws or regulations, or new, or changed interpretations or enforcement of existing laws or regulations, may have an adverse effect on our business and results of operations. Further, if we are found to be out of compliance, we could be subject to civil remedies, including fines, injunctions, termination of necessary licenses or permits, or recalls, as well as potential criminal sanctions, any of which could have an adverse effect on our business. Even if regulatory review does not result in these types of determinations, it could potentially create negative publicity or perceptions which could harm our business or reputation.

Significant additional labeling or warning requirements may inhibit sales of affected products.

Various jurisdictions may seek to adopt significant additional product labeling or warning requirements relating to the content or perceived adverse health consequences of our products. If these types of requirements become applicable to our products under current or future environmental or health laws or regulations, they may inhibit sales of such products.

Higher than planned growth rates or the introduction of new products requiring special ingredients could create greater demand for ingredients than we can source.

Although we believe that there are alternative sources available for our key ingredients, there can be no assurance that we would be able to acquire such ingredients from substitute sources on a timely or cost-effective basis in the event that then-current suppliers could not adequately fulfill orders, which would adversely affect our business and results of operations.

We source certain packaging materials and other shipping materials from a number of third-party suppliers and so are reliant on those suppliers for such materials.

Although we believe that alternative suppliers are available for our intended packaging and shipping materials presently are available, the loss of any of our future suppliers of these materials could adversely affect our results of operations and financial condition. Our inability to preserve the existing economics of these agreements could expose us to significant cost increases in future years.

We will likely rely, in part, on our third-party co-manufacturers to maintain the quality of our products.

The failure or inability of our co-manufacturers to comply with the specifications and requirements of our products could result in product recalls and could adversely affect our reputation. Third-party co-manufacturers will be required to maintain the quality of our products and to comply with our product specifications and requirements for certain certifications. Our third-party co-manufacturers will also be required to comply with all federal, state and local laws with respect to food safety. However, our third-party co-manufacturers may not produce products that are consistent with our standards or that are in compliance with applicable laws, and we cannot guarantee that we will be able to identify instances in which a third-party co-manufacturer fails to comply with our standards or applicable laws. Any such failure, particularly if it is not identified by us, could harm our brand and reputation as well as our customer relationships. We would have these issues with any new co-manufacturer, and they could be exacerbated due to the newness of the relationship. The failure of any manufacturer to produce products that conform to our standards could materially and adversely affect our reputation and result in product recalls, product liability claims and severe economic loss.

As a health supplement company, all of our products must be compliant with regulations issued by the Food and Drug Administration.

We must comply with various FDA rules and regulations, including those regarding product manufacturing, food safety, required testing and appropriate labeling of our products. It is possible that regulations by the FDA and its interpretations thereof may change over time. As such, there is a risk that our products could become non-compliant with the FDA’s regulations and any such non-compliance could harm our business.

Certain of our raw material contracts will likely have minimum purchase commitments that could require us to continue to purchase raw materials in excess of our needs.

We will likely be contractually obligated to purchase a certain amount of raw materials from our suppliers even if we do not have the customer demand to sustain such purchases. The requirement that we purchase raw materials that we are not able to convert into finished products and sell would have a negative effect on our business and results of operations.

Our profitability may be negatively affected by inventory shrinkage.

We are subject to the risk of inventory loss and theft. We may experience significant inventory shrinkage and cannot be sure that incidences of inventory loss and theft will not increase in the future or that the measures we are taking will effectively reduce the problem of inventory shrinkage. Although some level of inventory shrinkage is an unavoidable cost of doing business, if we were to experience higher rates of inventory shrinkage or incur increased security costs to combat inventory theft, our business and results of operations could be affected adversely.

Failure to execute our inventory management process could adversely affect our business.

We will have to properly execute our inventory management strategies by appropriately allocating merchandise among our distributors, timely and efficiently distributing inventory to distributors, maintaining an appropriate mix and level of inventory at the distributors and effectively managing pricing and markdowns, and there is no assurance we will be able to do so. Failure to effectively execute our inventory management strategies could adversely affect our performance and our relationship with our customers.

We may not timely identify or effectively respond to consumer trends or preferences, whether involving physical retail, e-commerce retail or a combination of both retail offerings, which could negatively affect our relationship with our customers and the demand for our products and services.

It will be difficult to predict consistently and successfully the products our customers will demand. The success of our business depends in part on how accurately we predict consumer demand, availability of merchandise, the related impact on the demand for existing products and the competitive environment, whether for customers purchasing products at stores, through e-commerce businesses or through the combination of both potential retail offerings. Critical elements of identifying consumer preferences involve price transparency, assortment of products, customer experience and convenience. These factors are of primary importance to customers and they can be expected to continue to increase in importance, particularly as a result of digital tools and social media available to consumers and the choices available to consumers for purchasing products online, at physical locations, or through a combination of both retail offerings. Failure to timely identify or effectively respond to changing consumer tastes, preferences and spending patterns could negatively affect our relationship with our customers and the demand for our products and services.

Our business and results of operations may be adversely affected if we are unable to establish and maintain a high quality customer experience or provide high quality customer service.

The success of our business will largely depend on our ability to establish and continue to provide superior customer experience and high quality customer service, which in turn depends on a variety of factors, such as our ability to continue to establish and provide a reliable and user-friendly website interface for our customers to browse and purchase our products, reliable and timely delivery of our products, and superior after-sales services. Our sales may fail to develop or may decrease if our website services are severely interrupted or otherwise fail to meet our customer requests. Should we or our third-party delivery companies fail to provide our product delivery and return services in a convenient or reliable manner, or if our customers are not satisfied with our product quality, our reputation and customer loyalty could be negatively affected. As a result, if we are unable to establish or continue to maintain our customer experience and provide high quality customer service, we may not be able initially to attract customers, to retain existing customers or attract additional customers, any or all of which could have an adverse effect on our business and results of operations.

Our advertising and marketing efforts may be costly and may not achieve desired results.

We will likely incur substantial expense in connection with our advertising and marketing efforts. Although we intend to target our advertising and marketing efforts toward potential customers who we believe are likely to be in the market for the products we sell, we cannot assure that our advertising and marketing efforts will achieve our desired results. In addition, we expect to periodically adjust our advertising expenditures in an effort to optimize the return on such expenditures. Any decrease in the level of our advertising expenditures, which may be made to optimize such return, could adversely affect our sales and the results of our operations.

We may be required to collect sales tax on our direct marketing operations.

With respect to the direct sales, sales or other similar taxes will be collected primarily in states where we have a physical presence or personal property. However, various states or foreign countries may seek to impose sales tax collection obligations on out-of-state direct mail companies as well. A successful assertion by one or more states that we should have collected or should be collecting sales taxes on the direct sale of our merchandise could have an adverse effect on our business.

Government regulation is evolving and unfavorable changes could harm our business.

We are subject to general business regulations and laws, as well as regulations and laws specifically governing the Internet, e-commerce, electronic devices, and other services. Existing and future laws and regulations may impede establishment of our business and our growth. These regulations and laws could cover taxation, privacy, data protection, pricing, content, copyrights, distribution, mobile communications, electronic device certification, electronic waste, energy consumption, environmental regulation, electronic contracts and other communications, competition, consumer protection, web services, the provision of online payment services, information reporting requirements, unencumbered Internet access to our services, the design and operation of websites, the characteristics and quality of products and services, and the commercial operation of unmanned aircraft systems. It is not clear how existing laws governing issues such as property ownership, libel, and personal privacy apply to the Internet, e-commerce, digital content, and web services. Jurisdictions may regulate consumer-to-consumer online businesses, including certain aspects of our seller programs. Unfavorable regulations and laws could diminish the demand for our products and services and increase our cost of doing business.

Changes in federal, state or local laws and regulations could cause our expenses to be higher than anticipated and adversely affect our results of operations.

Our business is and will be subject to a wide array of laws and regulations. The current political environment, financial reform legislation, the current high level of government intervention, activism and regulatory reform may result in substantial new regulations and disclosure obligations and/or changes in the interpretation of existing laws and regulations, which may lead to additional compliance costs as well as the diversion of our management’s time and attention from strategic initiatives. If we fail to comply with applicable laws and regulations, we could be subject to legal risk, including government enforcement action and class action civil litigation that could disrupt our operations and increase our costs of doing business. Changes in the regulatory environment regarding topics such as privacy and information security, product safety or environmental protection, including regulations in response to concerns regarding climate change, collective bargaining activities, minimum wage laws and health care mandates, among others, could also cause our compliance costs to increase and adversely affect our business and results of operations.

Failure initially to obtain customers, to attract new customers, or to renew client contracts on favorable terms or at all could adversely affect results of operations.

We may face pricing pressure in obtaining and retaining our customers. Our customers may be able to seek price reductions from us when they renew a contract, when a contract is extended, or when the customer’s business has significant volume changes. On some occasions, this pricing pressure may result in lower revenue from a customer than we had anticipated based on our previous agreement with that customer. This reduction in revenue could result in an adverse effect on our business and results of operations. Further, failure to renew customer contracts on favorable terms or at all could have an adverse effect on our business.

Our business could be negatively impacted by cybersecurity threats, attacks and other disruptions.

Like others in our industry, we will face advanced and persistent attacks on our information infrastructure where we manage and store various proprietary information and sensitive/confidential data relating to our operations. These attacks may include sophisticated malware (viruses, worms, and other malicious software programs) and phishing emails that attack our products or otherwise exploit any security vulnerabilities. These intrusions sometimes may be zero-day malware that are difficult to identify because they are not included in the signature set of commercially available antivirus scanning programs. Experienced computer programmers and hackers may be able to penetrate our network security and misappropriate or compromise our confidential information or that of our customers or other third-parties, create system disruptions, or cause shutdowns. Additionally, sophisticated software and applications that we procure from third-parties may contain defects in design or manufacture, including “bugs” and other problems that could unexpectedly interfere with the operation of the information infrastructure. A disruption, infiltration or failure of our information infrastructure systems or any of our data centers as a result of software or hardware malfunctions, computer viruses, cyberattacks, employee theft or misuse, power disruptions, natural disasters or accidents could cause breaches of data security, loss of critical data and performance delays, which in turn could adversely affect our business.

Risks Relating to the Financial Condition of Our Nutritional Supplement Business

Our nutritional supplement business has never been profitable or generated any revenue and we currently have no nutritional supplement products ready to sell. As a result, our ability to reduce losses and reach profitability in this segment of our business is unproven, and we may never achieve or sustain profitability.

Our nutritional supplement business has never generated revenue and have never been profitable. We have not yet begun manufacturing and selling any supplement products and we have incurred net losses in each year since our inception, including net losses of $8,822,000 for the period of January 1, 2021 through December 31, 2021 and $10,347,451 for the period of January 1, 2022 through June 30, 2022. We had an accumulated deficit of $19,836,044 as of June 30, 2022.

RISKS RELATING TO OUR BUSINESS AND STRATEGY FOR PSYCHOACTIVE COMPOUNDS

We may not succeed in developing viable drug candidates, which could result in the loss of your entire investment.

Although we have obtained the rights to a number of novel compositions containing psilocybin, none of these compositions has been tested to evaluate its potential as a new drug product. There is no assurance that we will be able to conduct pre-clinical research on one or more of our compositions in order to develop data necessary to file an Investigational New Drug (“IND”) application in the United States and/or a clinical trial application (“CTA”) in Canada. There is no assurance that the results of these studies will demonstrate that any of the compositions is a viable new drug candidate. If our current compositions are not viable, our business could fail, resulting in the complete loss of your investment.

Our drug development business will face competition from other biotechnology and pharmaceutical companies and our operating results will suffer if we fail to compete effectively.

The biotechnology and pharmaceutical industries are intensely competitive and subject to rapid and significant technological change. We anticipate having competitors in the United States, Canada, and Europe and elsewhere, including major multinational pharmaceutical companies, established biotechnology companies, specialty pharmaceutical companies, generic drug companies and universities and other research institutions. There are a number of other companies operating in the psilocybin space, many of which have significantly longer operating histories and far greater financial, personnel and other critical resources, such as larger research and development staffs and more experienced marketing and manufacturing organizations, than we do. Known competitors in our space include Champignon Brands Inc., Mind Medicine, Inc., Revive Therapeutics Ltd., COMPASS Pathways, Ltd, Field Trip Health, Inc., Cybin, Inc., and Eluesis, Ltd. Large pharmaceutical companies, in particular, have extensive experience in clinical testing, obtaining regulatory approvals, recruiting patients and manufacturing drugs. These companies may also have significantly collaborative arrangements in our target markets with leading companies and research institutions. Established pharmaceutical companies may also invest heavily to accelerate discovery and development of novel compounds or to in-license novel compounds that could make any drug candidates that we develop obsolete. As a result of all of these factors, our competitors may succeed in obtaining patent protection and/or approval from FDA, Health Canada (“HC”), or other regulatory authorities or discovering, developing and commercializing drugs for diseases that we are targeting before we do. Smaller or early-stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large, established companies. Our competitors may succeed in developing, acquiring or licensing on an exclusive basis, technologies and drug products that are more effective or less costly than the drug candidates that we are currently developing or that we may develop, which could render our products obsolete and/or noncompetitive.

If our competitors market products that are more effective, safer, or less expensive than products we may develop in the future, or that reach the market sooner than our future products, if any, we may not achieve commercial success. In addition, the biopharmaceutical industry is characterized by rapid technological change. If we fail to be in the forefront of technological change, we may be unable to compete effectively. Technological advances or products developed by our competitors may render our drug candidates obsolete, less competitive or not economical.

A pandemic, epidemic, or outbreak of an infectious disease, such as the COVID-19 pandemic, may materially and adversely affect our drug development business, including our preclinical studies, clinical trials, third parties on whom we rely, our supply chain, our ability to raise capital, our ability to conduct regular business and our financial results.

We are subject to risks related to public health crises such as the COVID-19 pandemic. The pandemic and policies and regulations implemented by governments in response to the COVID-19 pandemic, have had a significant impact, both direct and indirect, on businesses and commerce. The full extent to which COVID-19 will ultimately impact our business, preclinical trials and financial results is not yet known. Future pandemics may have like or even greater adverse economic effects. Global health concerns, such as the COVID-19 pandemic, could also result in social, economic, and labor instability in the countries in which we or the third parties with whom we engage operate.

The COVID-19 pandemic or similar infectious diseases outbreaks in the future may also affect third-party clinical research organizations (“CROs”) located in affected areas that we will rely upon to carry out our clinical trials. As COVID-19 continues to be present around the globe, or if outbreaks of other diseases arise in the future, we may experience additional disruptions that could severely impact our business and clinical trials, including:

·delays or difficulties in enrolling patients in our clinical trials;

·delays or difficulties in clinical site initiation, including difficulties in recruiting clinical site investigators and clinical site staff;

·diversion of healthcare resources away from the conduct of clinical trials, including the diversion of sites or facilities serving as our clinical trial sites and staff supporting the conduct of our clinical trials, including our trained therapists, or absenteeism that reduces site resources;

·interruption of key clinical trial activities, such as clinical trial site monitoring, due to limitations on travel imposed or recommended by federal, state or national governments, employers and others or interruption of clinical trial subject visits and study procedures, the occurrence of which could affect the integrity of clinical trial data;

·risk that participants enrolled in our clinical trials will acquire COVID-19 or another infectious disease while the clinical trial is ongoing, which could impact the results of the clinical trial, including by increasing the number of observed adverse events or patient withdrawals from our trials;

·limitations in employee resources that would otherwise be focused on conducting our clinical trials, including because of sickness of employees or their families or the desire of employees to avoid contact with large groups of people;

·delays in receiving authorizations from regulatory authorities to initiate our planned pre-clinical and clinical work;

·delays in clinical sites receiving the supplies and materials needed to conduct our clinical trials;

·interruption in global shipping that may affect the transport of clinical trial materials used in our clinical trials;

·changes in local regulations as part of a response to the COVID-19 pandemic which may require us to change the ways in which our clinical trials are conducted, which may result in unexpected costs, or the discontinuation of the clinical trials altogether;

·interruptions or delays in preclinical studies due to restricted or limited operations at research and development laboratory facilities; delays in necessary interactions with local regulators, ethics committees and other important agencies and contractors due to limitations in employee resources or forced furlough of government employees; and

·refusal of the FDA, the European Medicines Agency, the Medicines and Healthcare products Regulatory Agency or the other regulatory bodies to accept data from clinical trials in affected geographies outside the United States or the EU or other relevant geographical areas.

Any negative impact on patient enrollment or treatment or the development of our investigational therapeutic candidates could cause costly delays to clinical trial activities, which could adversely affect our ability to obtain regulatory approval for and to commercialize our investigational psilocybin therapy and any future therapeutic candidates, if approved, increase our operating expenses, and have a material adverse effect on our financial results. The COVID-19 pandemic has also caused significant volatility in public equity markets and disruptions to the United States and global economies and outbreaks of other diseases could have a like effect in the future. This increased volatility and economic dislocation may make it more difficult for us to raise capital on favorable terms, or at all. Although we have experienced the impact of the COVID-19 pandemic on our business and operations, we cannot currently predict the ultimate scope and severity of any potential business shutdowns or disruptions. If we or any of the third parties with whom we engage, however, were to experience shutdowns or other business disruptions, our ability to conduct our business in the manner and on the timelines presently planned could be materially and negatively affected, which could have a material adverse impact on our business and our results of operations and financial conditions. To the extent the COVID-19 or another pandemic adversely affects our business and financial results, it may also heighten many of the other risks described in this “Risk Factors” section, such as those relating to the timing and completion of our clinical trials and our ability to obtain future financing.

We may utilize third-party contractors for a substantial portion of the operations of our drug development business and may not be able to control their work as effectively as if we performed these functions ourselves.

Although we intend to acquire, through third-party relationships, the drug testing laboratory capacity to conduct our own pre-clinical studies, we may outsource substantial portions of our research and development pre-clinical and clinical study operations and contemplated future small- and large-scale manufacturing to third-party service providers. Any agreements with third-party service providers and CROs are expected to be on a study-by-study and project-by-project basis. Typically, we may terminate the agreements with notice and are responsible for the supplier’s previously incurred costs. In addition, any CRO that we retain will be subject to the FDA’s, HC’s, and/or another country’s regulatory requirements, and we would not have control over compliance with these regulations by these providers. Consequently, if these providers were not to adhere to applicable governing practices and standards, the development, manufacturing and commercialization of our drug candidates could be delayed or stopped, which could severely harm our business and financial condition.

Because we intend to rely on third parties for some functions, our internal capacity to perform these functions will be limited to management oversight. Outsourcing these functions involves the risk that third parties may not perform to our standards, may not produce results in a timely manner or may fail to perform at all. It is possible that we could experience difficulties in the future with our third-party service providers. In addition, the use of third-party service providers requires us to disclose our proprietary information to these parties, which could increase the risk that this information will be misappropriated. There are a limited number of third-party service providers that specialize in the areas where we operate or have the expertise required to achieve our business objectives.

Identifying, qualifying and managing performance of third-party service providers can be difficult, time-consuming and cause delays in our development programs. We have limited internal resources available to identify and monitor third-party service providers. To the extent we are unable to identify, retain and successfully manage the performance of third-party service providers in the future, our business may be adversely affected, and we may be subject to the imposition of civil or criminal penalties if their conduct of clinical trials violates applicable law.

A variety of risks associated with potential international business relationships could materially adversely affect our drug development business.

We may enter into agreements with third parties in Canada or other countries for the development and commercialization of our drug candidates in international markets. International business relationships subject us to additional risks that may materially adversely affect our ability to attain or sustain profitable operations, including:

·differing regulatory requirements for drug approvals internationally;

·potentially reduced protection for our licensed intellectual property rights;

·potential third-party patent rights in countries outside of the United States;

·the potential for so-called “parallel importing,” which occurs when a local seller, faced with relatively high local prices, opts to import goods from another jurisdiction with relatively low prices, rather than buying them locally;

·unexpected changes in tariffs, trade barriers and regulatory requirements;

·economic weakness, including inflation, or political instability, particularly in non-U.S. economies and markets;

·compliance with tax, employment, immigration and labor laws for employees traveling abroad;

·taxes in other countries;

·foreign currency fluctuations, which could result in increased operating expenses and reduced revenue, and other obligations incident to doing business in another country;

·workforce uncertainty in countries where there is labor unrest;

·production shortages resulting from any events affecting raw material supply or manufacturing capabilities abroad; and

·business interruptions resulting from geo-political actions, including war and terrorism, or natural disasters, including earthquakes, volcanoes, typhoons, floods, hurricanes and fires.

We will need to expand our drug development operations, and we may experience difficulties in managing growth.

As we increase the number of our ongoing drug development programs and our drug candidates, in the future, commence pre-clinical studies and clinical trials, we will need to increase our drug development, scientific and administrative headcount to manage these programs. In addition, we will need to increase our general and administrative capabilities in our drug development business. Our management, personnel and systems currently in place may not be adequate to support this future growth in these areas. Our need to effectively manage our drug development operations, growth and various projects requires that we:

·successfully attract and recruit new employees or consultants with the expertise and experience we will require;

·manage pre-clinical and clinical programs effectively, which we anticipate being conducted at numerous sites; and

·continue to improve our operational, financial and management controls, reporting systems and procedures.

If we are unable to successfully manage this growth and increased complexity of operations, our drug development business may be adversely affected.

We may not be able to manage our drug development business effectively if we are unable to attract and retain key personnel and consultants.

We may not be able to attract or retain qualified management, finance, scientific and clinical personnel and consultants due to the intense competition for qualified personnel and consultants among biotechnology, pharmaceutical and other businesses. If we are not able to attract and retain necessary personnel and consultants to accomplish our drug development business objectives, we may encounter constraints that will significantly impede the achievement of our development objectives, our ability to raise additional capital and our ability to implement our drug development business strategy.

The drug development industry has experienced a high rate of turnover of management personnel in recent years. We are highly dependent on the expertise of our management team, key employees and consultants, and our ability to implement our drug development business strategy successfully could be seriously harmed if we lose the services of our Co-CEOs or key employees. Replacing executive officers or key employees may be difficult and may take an extended period of time because of the limited number of individuals with the breadth of skills and experience required to develop, gain regulatory approval of and commercialize drug products successfully. Competition to hire and retain employees and consultants from this limited pool is intense, and we may be unable to hire, train, retain or motivate these additional key personnel or consultants. Our failure to hire or retain key employees or consultants could materially harm our drug development business.

In addition, we intend to continue to add scientific and medical advisors who assist us in formulating our research, development and clinical strategies. These advisors are not our employees and may have commitments to, or consulting or advisory contracts with, other entities that may limit their availability to us, and typically they will not enter into non-compete agreements with us. If a conflict of interest arises between their work for us and their work for another entity, we may lose their services. In addition, our advisors may have arrangements with other companies to assist those companies in developing products or technologies that may compete with ours.

There were no arms-length negotiations for our license from Orthogonal Thinker, Inc., and the terms of the license may be more favorable to Orthogonal, and more detrimental to us, than had the negotiations been arms-length with third parties.

Orthogonal Thinker, Inc. retains significant rights under the license agreement it has granted to us. The terms of this agreement were established without the benefit of arms-length negotiations and, therefore, may be more favorable to Orthogonal and more to our detriment than had the negotiations been arms-length with third parties. All rights to pursue a further application that claims priority to the provisional application, such as a US non-provisional patent application, an international patent application and/or a direct foreign patent application, remain with Orthogonal.

If we pursue our plan to acquire one or more drug testing laboratories we will be subject to acquisition-related risks.

We may seek to acquire one or more drug testing laboratories. Identification, acquisition and integration of acquisitions is a complex, time-consuming and costly process requiring the employment of additional personnel, including key management and accounting personnel. The acquisition and integration of integration of these businesses with our existing business may require significant financial resources that would otherwise be available for the ongoing development of our drug candidates. Unanticipated problems, delays, costs or liabilities may also be encountered in completion and integration of these acquisitions. Failure to successfully and fully integrate these businesses may have a material adverse effect on our business, financial condition, results of operations and cash flows. Our acquisition strategy will subject us to additional risks that may materially adversely affect our ability to attain or sustain profitable operations, including:

·we may not be able to find acquisition candidates that meet our business plan;

·we may not be able to afford the acquisition of suitable acquisition candidates;

·there is no assurance that our due diligence review of an acquisition candidate will detect every material defect in its business and/or financial condition;

·we may not be able to negotiate acceptable acquisition terms;

·we have difficulty determining the value of an acquisition target and may pay too much;

·we have limited financial resources to devote to acquisitions;

·we have not entered into any binding agreement for acquisitions;

·we will be confronted with consolidating technological and administrative functions of any acquired businesses;

·we will be confronted with integrating internal controls and other corporate governance matters; and

·we will be confronted with the potential diversion of management’s attention from other business concerns.

In addition, we may not realize all of the anticipated benefits from any acquisitions, such as earnings and cost savings, for various reasons, including difficulties integrating operations and personnel, higher and unexpected acquisition and operating costs, unknown liabilities and inaccurate reserve estimates.

Security breaches, loss of data and other disruptions could compromise sensitive information related to our business, prevent us from accessing critical information or expose us to liability, which could adversely affect our business and our reputation.

We utilize information technology systems and networks to process, transmit and store electronic information in connection with our business activities. As the use of digital technologies has increased, cyber incidents, including deliberate attacks and attempts to gain unauthorized access to computer systems and networks, have increased in frequency and sophistication. These threats pose a risk to the security of our systems and networks and the confidentiality, availability and integrity of our data, all of which are vital to our operations and business strategy. There can be no assurance that we will be successful in preventing cyber-attacks or successfully mitigating their effects.

Despite the implementation of security measures, our computer systems and those of our future CROs and other third-party service providers are vulnerable to damage or disruption from hacking, computer viruses, software bugs, unauthorized access or disclosure, natural disasters, terrorism, war, and telecommunication, equipment and electrical failures. In addition, there can be no assurance that we will promptly detect any such disruption or security breach, if at all. Unauthorized access, loss or dissemination could disrupt our operations, including our ability to conduct research and development activities, process and prepare company financial information, and manage various general and administrative aspects of our business. To the extent that any such disruption or security breach results in a loss of or damage to our data or applications, or inappropriate disclosure or theft of confidential, proprietary or personal information, we could incur liability, suffer reputational damage or poor financial performance or become the subject of regulatory actions by federal, state or non-US authorities, any of which could adversely affect our business.

Our future employees may engage in misconduct or other improper activities, including noncompliance with regulatory standards, which could significantly harm our business.

We will be exposed to the risk of employee fraud or other misconduct. Misconduct by employees could include intentional failures to comply with the regulations of the FDA, HC, and other regulators, provide accurate information to the FDA, HC, and other regulators, comply with health care fraud and abuse laws and regulations in the United States, Canada, and abroad, report financial information or data accurately or disclose unauthorized activities to us. In particular, sales, marketing and business arrangements in the health care industry are subject to extensive laws and regulations intended to prevent fraud, misconduct, kickbacks, self-dealing and other abusive practices. These laws and regulations may restrict or prohibit a wide range of pricing, discounting, marketing and promotion, sales commission, customer incentive programs and other business arrangements. Employee misconduct could also involve the improper use of information obtained in the course of clinical trials, which could result in regulatory sanctions and serious harm to our reputation. Our board of directors plans to adopt a code of ethics and business conduct, but, even with such code, it is not always possible to identify and deter employee misconduct. The precautions we take to detect and prevent this activity may not be effective in controlling unknown or unmanaged risks or losses or in protecting us from governmental investigations or other actions or lawsuits stemming from a failure to comply with these laws or regulations. If any such actions are instituted against us, and we are not successful in defending ourselves or asserting our rights, those actions could have a significant impact on our business, including the imposition of significant fines or other sanctions.

If we successfully identify and create a candidate drug, we will face potential product liability exposure, and if successful claims are brought against us, we may incur substantial liability for a drug candidate and may have to limit its commercialization.

The use of drug candidates in clinical trials and the sale of any products for which marketing approval is obtained may cause exposure to the risk of product liability claims. Product liability claims may be brought against us or our potential future collaborators by participants enrolled in our clinical trials, patients, health care providers or others using, administering or selling our products. If we cannot successfully defend ourselves against any such claims, we would incur substantial liabilities. Regardless of merit or eventual outcome, product liability claims may result in:

·withdrawal of clinical trial participants;

·termination of clinical trial sites or entire trial programs;

·costs of related litigation;

·substantial monetary awards to patients or other claimants;

·decreased demand for our drug candidates and loss of revenues;

·impairment of our business reputation;

·diversion of management and scientific resources from our business operations; and

·the inability to commercialize our drug candidates.

Insurance policies may be expensive and only protect us from some business risks, which will leave us exposed to significant uninsured liabilities.

We do not know if we will be able to obtain and maintain insurance with adequate levels of coverage. Any significant uninsured liability may require us to pay substantial amounts, which may adversely affect our financial position and results of operations.

Risks Relating to our Financial Condition

We have never been profitable or generated any revenue and we currently, we have no drug products ready to submit for regulatory approval or approved for commercial sale. As a result, our ability to reduce our losses and reach profitability is unproven, and we may never achieve or sustain profitability.

We have never generated revenue and have never been profitable and do not expect to be profitable in the foreseeable future. We have not yet begun any pre-clinical studies or clinical trials or submitted any drug candidates for approval by regulatory authorities in any jurisdiction. We have incurred net losses in each year since our inception, including net losses of $8,822,000 for the period of January 1, 2021 through December 31, 2021 and $10,347,000 for the 6 month period of January 1, 2022 through June 30, 2022. We had an accumulated deficit of $19,836,044 as of June 30, 2022.

To date, our predecessors have devoted most of their financial resources to licensing our intellectual property and corporate overhead. Our predecessors have not generated any revenues. Since our operations will continue to be focused on research and development efforts for the near term, we expect to continue to incur losses for the foreseeable future, and we expect these losses to increase when we commence pre-clinical studies and clinical trials, seek regulatory approvals for any drug candidates, prepare for and begin the commercialization of any approved products and add infrastructure and personnel to support our drug development efforts and operations as a public company. These net losses and negative cash flows have had, and will continue to have, an adverse effect on our stockholders’ equity (deficit) and working capital.

Because of the numerous risks and uncertainties associated with drug development, we are unable to accurately predict the timing or amount of increased expenses or when, or if, we will be able to achieve profitability. In addition, our expenses could increase if we are required by the FDA, HC or other regulatory authorities to perform studies or trials in addition to those currently expected, or if there are any delays in commencing or completing our clinical trials or the development of any of our drug candidates. The amount of future net losses will depend, in part, on the rate of future growth of our expenses and our ability to generate revenues.

We will require substantial additional funding, which may not be available to us on acceptable terms, or at all, and, if not so available, may require us to delay, limit, reduce or cease our operations.

Developing drug products, including conducting research, pre-clinical studies and clinical trials, is expensive. We will require additional future capital in order to fund the research and development aimed at identifying and creating prospective drug candidates and facilitating pre-clinical studies of the same.

In addition to funding research, development, pre-clinical and subsequent clinical development of any drug candidates, our financial resources will also be used for general corporate purposes, general and administrative expenses, capital expenditures, working capital and prosecution and maintenance of our licensed patents to the extent required under our license agreement with Orthogonal. Accordingly, we will continue to require substantial additional capital to continue our research and development activities. Because successful development of our drug candidates is uncertain, we are unable to estimate the actual funds we will require to complete research and development and commercialize our drug candidates under development.

The amount and timing of our future funding requirements will depend on many factors, including but not limited to:

·whether there is early success in identifying and creating novel prospective drug candidates

·the progress, costs, results of and timing of our drug candidate trials for the treatment of MDD, and the future pre-clinical and clinical development of our drug candidates for other potential indications;

·the number and characteristics of drug candidates that we pursue;

·the ability of our drug candidates to progress through future pre-clinical and future clinical development successfully;

·our need to expand research and development activities;

·the costs associated with securing and establishing commercialization and manufacturing capabilities;

·market acceptance of our drug candidates;

·the costs of acquiring, licensing or investing in businesses, products, drug candidates and technologies;

·our ability to maintain, expand and defend the scope of our intellectual property portfolio rights, including the amount and timing of any payments we may be required to make, or that we may receive, in connection with the filing, prosecution, defense and enforcement of any patents or other intellectual property rights;

·our need and ability to hire additional management and scientific and medical personnel;

·the effect of competing technological and market developments;

·our need to implement additional internal systems and infrastructure, including financial and reporting systems; and

·the economic and other terms, timing of and success of our existing licensing arrangements and any collaboration, licensing or other arrangements into which we may enter in the future.

Some of these factors are outside of our control. Based on our current financial resources and our expected level of operating expenditures, we believe that we will be able to fund our projected operating requirements for at least the next twelve (12) months. This period could be shortened if there are any significant increases in planned spending on development programs or more rapid progress of development programs than anticipated. Our current cash and cash equivalents, will not be sufficient for us to fund any drug candidates through regulatory approval, and we will need to raise additional capital to complete the development and commercialization of any drug candidates. We expect to finance our cash needs primarily through equity offerings and potentially through debt financings, collaborations and development agreements.

Additional funding may not be available to us on acceptable terms or at all. In addition, the terms of any financing may adversely affect the holdings or the rights of our stockholders. In addition, the issuance of additional shares by us, or the possibility of such issuance, may cause the market price of our shares, if and when established, to decline.

If we are unable to obtain funding on a timely basis, we may be required to significantly curtail one or more of our drug development programs. We also could be required to seek funds through arrangements with collaborative partners or otherwise that may require us to relinquish rights to some of our technologies or drug candidates or otherwise agree to terms unfavorable to us.

We have no operating history, and we expect a number of factors to cause our operating results to fluctuate on a quarterly and annual basis, which may make it difficult to predict our future performance.

We are a “development stage” biotechnology company with no operating history. Our activities to date have been limited to obtaining an exclusive license for our psilocybin compositions. Although we have identified psilocybin as a new drug candidate, we have not started pre-clinical studies or clinical trials or obtained regulatory approvals for any drug candidates. Consequently, any predictions made about our future success or viability may not be as accurate as they could be if we had an operating history or approved products on the market. Our financial condition and operating results may significantly fluctuate from quarter-to-quarter or year-to-year due to a variety of factors, many of which are beyond our control. Factors relating to our business that may contribute to these fluctuations include:

·any delays in pre-clinical studies of our drug candidates, including delays in the identification of target indications;

·unsatisfactory results of pre-clinical studies of our drug candidates;

·any delays in regulatory review and approval of any drug candidates, including our ability to receive approval from the FDA and HC for drug candidates, and our planned pre-clinical and clinical studies and other work, as the basis for review and approval of drug candidates;

·delays in the commencement, enrollment and timing of clinical trials;

·difficulties in identifying and treating patients suffering from target indications;

·the success of our future studies through all phases of pre-clinical and clinical development;

·potential side effects of our drug candidates that could delay or prevent approval or cause an approved drug to be taken off the market;

·our ability to obtain additional funding to develop drug candidates;

·our ability to identify and develop additional drug candidates;

·market acceptance of our drug candidates;

·our ability to establish an effective sales and marketing infrastructure directly or through collaborations with third parties;

·competition from existing products or new products that may emerge;

·the ability of patients or healthcare providers to obtain coverage or sufficient reimbursement for our products;

·our ability to adhere to clinical study requirements directly or with third parties such as contract research organizations;

·our dependency on third-party manufacturers to manufacture our products and key ingredients;

·our ability to establish or maintain collaborations, licensing or other arrangements;

·the costs to us, and our ability and our third-party collaborators’ ability to obtain, maintain and protect our licensed intellectual property rights;

·our ability to adequately support future growth;

·our ability to attract and retain key personnel to manage our business effectively; and

·potential product liability claims.

Accordingly, the results of any quarterly or annual periods should not be relied upon as indications of future operating performance.

Our recurring losses from operations may raise doubt regarding our ability to continue as a going concern.

Because our continuing existence has been dependent upon raising capital to sustain our business, it raises doubt about our ability to continue as a going concern. Such a concern could materially limit our ability to raise additional funds through the issuance of new equity or debt securities or otherwise. There is no assurance that sufficient financing will be available when needed to allow us to continue as a going concern. The perception that we may not be able to continue as a going concern may cause others to choose not to deal with us due to concerns about our ability to meet our contractual obligations.

Risks Relating to Controlled Substances

Our drug candidates contain controlled substances, the use of which may generate public controversy.

Since our drug candidates contain, or are derived from, controlled substances, their regulatory approval may generate public controversy. Political and social pressures and adverse publicity could lead to delays in approval of, and increased expenses for our drug candidates. These pressures could also limit or restrict the introduction and marketing of one or more of our drug candidates. Adverse publicity from psilocybin misuse or adverse side effects from psilocybin products may adversely affect the commercial success or market penetration achievable by our drug candidates. The nature of our business attracts a high level of public and media interest, and in the event of any resultant adverse publicity, our reputation may be harmed.

The new drug candidates that we are developing are subject to U.S. and Canadian controlled substance laws and regulations and failure to comply with these laws and regulations, or the cost of compliance with these laws and regulations, may adversely affect the results of our business operations, both during pre-clinical and clinical development and post-approval, and our financial condition.

The drug candidates we plan to develop contain psilocybin, psilocin or other controlled substances as defined in the Controlled Substances Act of 1970 (“CSA”) for the United States and in the Controlled Drugs and Substances Act (“CDSA”) for Canada. Controlled substances are subject to a high degree of regulation under the CSA and CDSA, which establish, among other things, certain registration, manufacturing quotas, security, recordkeeping, reporting, import, export or other requirements administered by the Drug Enforcement Administration (“DEA”) in the United States and by HC in Canada.

US Controlled Substances Requirements

In the United States, controlled substances are placed into one of five schedules: Schedule I, II, III, IV or V substances. Schedule I substances by definition have a high potential for abuse, no currently “accepted medical use” in the United States, lack accepted safety for use under medical supervision, and may not be prescribed, marketed or sold in the United States. Pharmaceutical products approved for use in the United States may be listed as Schedule II, III, IV or V, with Schedule II substances considered to present the highest potential for abuse or dependence and Schedule V substances the lowest relative risk among such substances. Schedule I and II drugs are subject to the strictest controls under the CSA, including manufacturing and procurement quotas, security requirements and criteria for importation. In addition, dispensing of Schedule II drugs is further restricted. For example, they may not be refilled without a new prescription.

Psilocybin is currently classified as a Schedule I controlled substance, which is viewed as having a high potential for abuse and having no currently accepted medical use in treatment in the United States. No prescriptions may be written for Schedule I substances, and such substances are subject to production quotas imposed by the DEA.

The cities of Denver, Colorado, Oakland, California, and Santa Cruz, California have decriminalized psilocybin. However, these limited city/state laws are in conflict with the CSA, which makes psilocybin use and possession illegal at the federal level. Because psilocybin is a Schedule I controlled substance, the development of a legal psilocybin industry under the laws of these states is in conflict with the CSA, which makes psilocybin use and possession illegal on a national level. If psilocybin is treated like cannabis, the federal government has the right to regulate and criminalize psilocybin, including for medical purposes, and that federal law criminalizing the use of psilocybin preempts state laws that legalize its use.

If and when our drug candidates receive FDA approval, we expect the finished dosage forms of our psilocybin-based drug candidates may be listed by the DEA as a Schedule II, III, IV, or V controlled substance for them to be prescribed for patients in the United States. Consequently, their manufacture, importation, exportation, domestic distribution, storage, sale and legitimate use will be subject to a significant degree of regulation by the DEA. In addition, the scheduling process may take one or more years beyond FDA approval, thereby delaying the launch of our drug products in the United States. However, the DEA is required to issue a temporary order scheduling the drug within ninety (90) days after the FDA approves the drug and the DEA receives a scientific and medical evaluation and scheduling recommendation from the Department of Health and Human Services. Furthermore, if the FDA, DEA or any foreign regulatory authority determines that any of our drug candidates may have potential for abuse, it may require us to generate more clinical or other data than we currently anticipate establishing whether or to what extent the substance has an abuse potential, which could increase the cost and/or delay the launch of our drug products.

Facilities conducting research, manufacturing, distributing, importing or exporting or dispensing controlled substances must be registered (licensed) to perform these activities and have the security, control, recordkeeping, reporting and inventory mechanisms required by the DEA to prevent drug loss and diversion. All these facilities must renew their registrations annually, except dispensing facilities, which must renew every three years. The DEA conducts periodic inspections of certain registered establishments that handle controlled substances. Obtaining the necessary registrations may result in delay of the manufacturing, development, or distribution of our drug candidates. Furthermore, failure to maintain compliance with the CSA, particularly non-compliance resulting in loss or diversion, can result in regulatory action that could have a material adverse effect on our business, financial condition and results of operations. The DEA may seek civil penalties, refuse to renew necessary registrations, or initiate proceedings to restrict, suspend or revoke those registrations. In certain circumstances, violations could lead to criminal proceedings. Individual states have also established controlled substance laws and regulations. Though state-controlled substances laws often mirror federal law, because the states are distinct jurisdictions, they may separately schedule our drug candidates. While some states automatically schedule a drug based on federal action, other states schedule drugs through rulemaking or a legislative action. State scheduling may delay commercial sale of any product for which we obtain federal regulatory approval and adverse scheduling could have a material adverse effect on the commercial attractiveness of such product. We or our partners or clinical sites must also obtain separate state registrations, permits or licenses in order to be able to obtain, handle, and distribute controlled substances for clinical trials or commercial sale, and failure to meet applicable regulatory requirements could lead to enforcement and sanctions by the states in addition to those from the DEA or otherwise arising under federal law.

To conduct pre-clinical studies or clinical trials with our drug candidates in the United States prior to approval, each of our research sites may be required to obtain and maintain a DEA researcher registration that will allow those sites to obtain, handle and administer the drug candidate. If the DEA delays or denies the grant of a research registration to one or more research sites, the pre-clinical study or clinical trial could be significantly delayed, and we could lose clinical trial sites.

Manufacturing of our drug candidates is, and, if approved, our commercial products may be, subject to the DEA’s annual manufacturing and procurement quota requirements, if classified as Schedule II. The annual quota allocated to us or our contract manufacturers for the controlled substances in our drug candidates may not be sufficient to meet commercial demand or complete pre-clinical studies or clinical trials. Consequently, any delay or refusal by the DEA in establishing our, or our contract manufacturers’, procurement and/or production quota for controlled substances could delay or stop our pre-clinical studies or clinical trials or product launches, which could have a material adverse effect on our business, financial position and operations.

If, upon approval of any of our drug candidates, the product is scheduled as Schedule II or III, we would also need to identify wholesale distributors with the appropriate DEA registrations and authority to distribute the product to pharmacies and other health care providers. We are aware of research that suggests once psilocybin is approver for a medical use, it could be scheduled as Schedule IV. The failure to obtain, or delay in obtaining, or the loss any of those registrations could result in increased costs to us. Furthermore, state and federal enforcement actions, regulatory requirements and legislation intended to reduce prescription drug abuse, such as the requirement that physicians consult a state prescription drug monitoring program, may make physicians less willing to prescribe, and pharmacies to dispense, our products, if approved.

Canadian Controlled Drug Substances Requirements

In Canada, psilocybin is classified by HC as a Schedule III drug under the CDSA, meaning activities such as sale, possession, or production of these substances are prohibited unless they have been authorized for clinical trials or research purposes by HC, consistent with Part J of Canada’s Food and Drug Regulations. Under Part J, a party may file a CTA to study psilocybin for a medicinal use. The compliance and monitoring of controlled drugs and substances in Canada is overseen by HC’s Office of Controlled Substances, in conjunction with law enforcement agencies. The CDSA provides for the control of substances that can alter mental processes and that may produce harm to health and to society when diverted or misused. Except as authorized under its related regulations, or via an exemption issued under section 56 of the CDSA, most activities involving substances regulated under the CDSA, such as possession, import, export, and production are prohibited. Controlled substances are regulated and grouped into Schedules I to V to the CDSA. Schedule III is considered of less abuse potential than Schedule I.

HC administers the CDSA and its regulations to: (1) allow access for lawful purposes and (2) reduce the risk that controlled substances and precursors will be used for illegal purposes. To meet these two objectives, HC: (1) issues licenses, permits and exemptions, (2) monitors trends of problematic substance use, (3) updates the Schedules to the CDSA based on assessments of new or existing substances, when necessary, (4) works with international organizations and other countries to meet Canada’s obligations regarding controlled substances. The CDSA applies to a broad range of parties, including: (1) manufacturers, distributors, importers and exporters who must obtain a license in order to produce, sell, import or export controlled substances and precursors, (2) importers and exporters who must obtain a permit each time they import and export a controlled substance or precursor, (3) health professionals who must comply with requirements when prescribing or administering controlled substances to a patient, and (4) researchers who must obtain permission to have a controlled substance for research purposes.

All regulated parties must comply with requirements for: (1) security, (2) reporting and (3) record-keeping. HC promotes and enforces compliance with the CDSA by: (1) developing and publishing guidance, (2) informing affected parties of any regulatory changes and (3) publishing notices seeking public input on proposed regulatory changes. HC also carries out inspections of regulated parties and monitors regulated activities. HC may take action when a regulated party is not following the rules of the CDSA, including (but are not limited to): (1) issuing warning letters, (2) requiring a corrective action plan and (3) suspending and revoking licenses, permits or exemptions to stop a regulated party from conducting activities. To further enforce the CDSA, HC works with a wide range of partners and stakeholders, including: (1) provincial and territorial governments, (2) other federal departments and agencies, (3) law enforcement agencies, (4) academic, scientific and research communities, (5) non-government organizations, such as national, provincial and territorial health professional associations, (6) federal regulators in other countries and (7) international organizations, such as the United Nations.

In Canada, mushroom spore kits are legal and are sold openly in stores or on the Internet, as the spores and kits themselves are legal. Online dispensaries exist that openly sell micro doses to Canadian patients with medical prescriptions. The Canadian police tolerates the activity, citing focus on more harmful criminal drug activities. In September 2019, a motion to prevent the sale of psychoactive mushrooms was defeated by Vancouver council.

In addition to HC, the National Association of Pharmacy Regulatory Authorities (“NAPRA”) also has a role in scheduling new drugs, which is separate from HC’s scheduling process. NAPRA’s role in the drug scheduling process occurs after HC has authorized a drug for sale in Canada and determined whether the drug requires a prescription for sale. NAPRA does not have any role or authority in the authorization of new health products for the Canadian market and does not review products that have been classified as requiring a prescription by HC.

While the federal government determines certain conditions of sale, such as the need for a prescription, provincial/territorial governments have the ability to further specify the conditions of sale of drug products. Prior to 1995, each province and territory had its own system for determining the conditions of sale for non-prescription drugs in Canada, leading to wide variability in the way drugs were sold across Canada. In 1995, NAPRA’s members, the pharmacy regulatory authorities across Canada, endorsed a proposal for a national drug scheduling model, to align the provincial/territorial drug schedules so that the conditions of sale for drugs would be more consistent across Canada. This harmonized national model is administered by NAPRA and is called the National Drug Schedules (NDS) program.

All the provinces and territories, except Quebec, have adopted the NDS in some manner. The NDS come into force in each province/territory through provincial regulations. In general, the NDS capture drugs that have been authorized for sale and classified as non-prescription by HC. Other products approved by HC (e.g. natural health products, medical devices) are outside the scope of the program and are not considered products for scheduling within the NDS.

The NDS program consists of three schedules and four categories of drugs. Schedule I drugs require a prescription for sale. Schedule II drugs require professional intervention from the pharmacist (e.g., patient assessment and patient consultation) prior to sale. Schedule III drugs must be sold in a licensed pharmacy but can be sold from the self-selection area of the pharmacy. Unscheduled drugs can be sold without professional supervision, from any retail outlet.

The drug scheduling process usually begins when NAPRA receives a drug scheduling submission from a pharmaceutical company. The National Drug Scheduling Advisory Committee is an expert advisory committee that reviews the drug scheduling submissions received by NAPRA and formulates drug scheduling recommendations. There is a specific process that must be followed during each drug scheduling review, which is outlined in NAPRA’s By-law No. 2 and Rules of Procedures. The model for making drug scheduling recommendations embodies a “cascading principle” in which drugs are assessed against specific scheduling factors. A drug is first assessed using the factors for Schedule I. Should sufficient factors apply, the drug remains in that Schedule. If not, the drug is assessed against the Schedule II factors, and if warranted, subsequently against the Schedule III factors. Should the drug not meet the factors for any schedule, it becomes “Unscheduled” (the fourth category).

According to this cascading principle, it is possible, although rare, for NAPRA to place a product in Schedule I that HC has classified as a non-prescription product. This could occur because of the NAPRA policy for drugs not reviewed, which places drugs into Schedule I until they are reviewed, or because of a range of factors considered by the expert advisory committee when applying the cascading drug scheduling model. As described above, the provinces and territories can add additional conditions of sale for non-prescription drugs but can never be less restrictive than federal legislation.

Once the NDS Advisory Committee has reviewed a particular drug, it will make an interim drug scheduling recommendation. A thirty (30) day consultation period follows, after which the NAPRA Board of Directors will make a final scheduling recommendation. The NDS are then amended and the final recommendation is implemented according to the rules in each particular province or territory.

In summary, whereas in the U.S. psilocybin is presumed to have no medical use and is a Schedule I drug, in Canada, psilocybin is classified as a drug with a lower potential for abuse under Schedule III and is being studied in clinically-supervised settings for its potential to treat various conditions such as anxiety, depression, obsessive compulsive disorder and problematic drug use. Currently there are no approved therapeutic products containing psilocybin in Canada or the US. Once a psilocybin- psilocin-containing product were to be approved in Canada, we would expect it to remain Schedule III or a higher level (IV or V) and that NAPRA could schedule as I, requiring a prescription.

Risks Relating to Regulatory Review and Approval of our Drug Candidates

We cannot be certain that any of our new drug candidates will receive regulatory approval, and without regulatory approval we will not be able to market our new drug candidates.

We have no products currently ready for pre-clinical or clinical research or approved for sale and cannot guarantee that there will ever have marketable products. Our business currently depends entirely on the successful development and commercialization of our new drug candidates. Our ability to generate revenue related to product sales, if ever, will depend on the successful development and regulatory approval of our new drug candidates and our licensing of our new drug candidates, in one or more targeted indications. Drug candidates in development have a high risk of failure. We cannot predict when, or if, a drug candidate will prove effective or safe in humans or will receive regulatory approval.

The development of a new drug candidate and issues relating to its approval and marketing are subject to extensive regulation by the FDA in the United States, HC in Canada and regulatory authorities in other countries, with regulations differing from country to country. We are not permitted to market our drug candidates in the United States or Canada until we receive approval of a new drug application (“NDA”) from the FDA or a Notice of Compliance (“NOC”) and Drug Identification Number (“DIN”) associated with a New Drug Submission (“NDS”) from HC, respectively. We have not submitted any applications for any of our new drug candidates.

NDAs and NDSs must include extensive pre-clinical and clinical data and supporting information to establish the drug candidate’s safety and effectiveness for each desired indication. NDAs and NDSs must also include significant information regarding the chemistry, manufacturing and controls for the product. Obtaining approval of a NDA or a NDS is a lengthy, expensive and uncertain process, and we may not be successful in obtaining approval. The FDA and the HC review processes can take years to complete and approval is never guaranteed. If we submit a NDA to the FDA, the FDA must decide whether to accept or reject the submission for filing. We cannot be certain that any submissions will be accepted for filing and review by the FDA. Regulators of other jurisdictions, such as the HC, have their own procedures for approval of drug candidates. Even if a product is approved, the FDA or the HC, as the case may be, may limit the indications for which the product may be marketed, require extensive warnings on the product labeling or require expensive and time-consuming clinical trials or reporting as conditions of approval. Regulatory authorities in countries outside of the United States and Canada also have requirements for approval of drug candidates with which we must comply prior to marketing in those countries. Obtaining regulatory approval for marketing of a drug candidate in one country does not ensure that we will be able

to obtain regulatory approval in any other country. In addition, delays in approvals or rejections of marketing applications in the United States, Canada, or other countries may be based upon many factors, including regulatory requests for additional analyses, reports, data, pre-clinical studies and clinical trials, regulatory questions regarding different interpretations of data and results, changes in regulatory policy during the period of product development and the emergence of new information regarding our drug candidates or other products. Also, regulatory approval for any of our drug candidates may be withdrawn.

Before we submit an NDA to the FDA or an NDS to HC for any of our drug candidates, we must successfully complete pre-clinical studies and subsequent clinical trials. We cannot predict whether our future studies and trials will be successful or whether regulators will agree with our conclusions regarding our pre-clinical studies or clinical trials.

If we are unable to obtain approval from the FDA, HC or other regulatory agencies for our drug candidates, or if, subsequent to approval, we are unable to successfully commercialize our drug candidates, we will not be able to generate sufficient revenue to become profitable or to continue our operations.

If we receive regulatory approvals, we intend to market our drug candidates in multiple jurisdictions where we have no operating experience and may be subject to increased business and economic risks that could affect our financial results.

If we receive regulatory approvals, we plan to market our drug candidates in jurisdictions where we have no experience in marketing, developing and distributing our products and cannot guarantee that we will ever have marketable products. Certain markets have substantial legal and regulatory complexities that we may not have experience navigating. We are subject to a variety of risks inherent in doing business internationally, including risks related to the legal and regulatory environment in non-U.S. jurisdictions, including with respect to privacy and data security, trade control laws and unexpected changes in laws, regulatory requirements and enforcement, as well as risks related to fluctuations in currency exchange rates and political, social and economic instability in foreign countries. If we are unable to manage our international operations successfully, our financial results could be adversely affected.

In addition, controlled substance legislation may differ in other jurisdictions and could restrict our ability to market our products internationally. Most countries are parties to the Single Convention on Narcotic Drugs 1961, which governs international trade and domestic control of narcotic substances. Countries may interpret and implement their treaty obligations in a way that creates a legal obstacle to us obtaining marketing approval for our drug candidates in those countries. These countries may not be willing or able to amend or otherwise modify their laws and regulations to permit our candidates to be marketed or achieving such amendments to the laws and regulations may take a prolonged period of time. We would be unable to market our candidates in countries with such obstacles in the near future or perhaps at all without modification to laws and regulations.

Delays in the commencement and completion of pre-clinical studies and clinical trials could result in increased costs to us and delay or limit our ability to obtain regulatory approval for our drug candidates.

Delays in the commencement and completion of our future pre-clinical studies and clinical trials could increase our product development costs or limit the regulatory approval of our drug candidates. Based on our current financial resources and our expected level of operating expenditures, we believe that we will be able to fund our projected operating requirements for at least the next 12 months. We, however, will require additional funding for our business activities. In addition, we do not know whether any future studies or trials of our drug candidates, will begin on time or will be completed on schedule, if at all. The commencement and completion of pre-clinical studies and clinical trials can be delayed or suspended for a variety of reasons, including:

·inability to obtain sufficient funds required for the commencement of pre-clinical studies and clinical trials;

·inability to reach agreements on acceptable terms with prospective CROs and trial sites, the terms of which can be subject to extensive negotiation and may vary significantly among different CROs and trial sites;

·clinical holds, other regulatory objections to commencing a clinical trial or the inability to obtain regulatory approval to commence a clinical trial in countries that require such approvals;

·discussions with the FDA or non-U.S. regulators regarding the scope or design of our clinical trials;

·inability to identify and maintain a sufficient number of trial sites, many of which may already be engaged in other clinical trial programs, including some that may be for the same indications targeted by our drug candidates;

·inability to obtain approval from institutional review boards, or IRBs, to conduct a clinical trial at their respective sites;

·severe or unexpected drug-related adverse effects experienced by patients;

·inability to timely manufacture sufficient quantities of the drug candidate required for a clinical trial;

·difficulty recruiting and enrolling patients to participate in clinical trials for a variety of reasons, including meeting the enrollment criteria for our study and competition from other clinical trial programs for the same indications as our drug candidates; and

·inability to retain enrolled patients after a clinical trial is underway.

Changes in regulatory requirements and guidance may also occur and we may need to amend clinical trial protocols to reflect these changes with appropriate regulatory authorities. Amendments may require us to resubmit clinical trial protocols to IRBs for re-examination, which may impact the costs, timing or successful completion of a clinical trial. In addition, any future clinical trial may be suspended or terminated at any time by us, our future collaborators, the FDA or other regulatory authorities due to a number of factors, including:

·our failure to conduct a clinical trial in accordance with regulatory requirements of our clinical protocols;

·unforeseen safety issues or any determination that any future clinical trial presents unacceptable health risks;

·lack of adequate funding to begin any future clinical trial due to unforeseen costs or other business decisions; and

·a breach of the terms of any agreement with, or for any other reason by, future collaborators that have responsibility for the clinical development of any of our drug candidates.

In addition, if we, or any of our potential future collaborators, are required to conduct additional pre-clinical studies or clinical trials of our drug candidates beyond those contemplated, our ability to obtain regulatory approval of these drug candidates and generate revenue from their sales would be similarly harmed.

Our new drug candidates may have undesirable side effects which may delay or prevent marketing approval, or, if approval is received, require them to be taken off the market, require them to include safety warnings or otherwise limit their sales.

Unforeseen side effects from any of our new drug candidates could arise either during clinical development or, if approved, after the approved product has been marketed. The range and potential severity of possible side effects from systemic therapies is significant. The results of future clinical trials may show that our drug candidates cause undesirable or unacceptable side effects, which could interrupt, delay or halt clinical trials, and result in delay of, or failure to obtain, marketing approval from the FDA and other regulatory authorities, or result in marketing approval from the FDA and other regulatory authorities with restrictive label warnings.

If any of our new drug candidates receives marketing approval and we or others later identify undesirable or unacceptable side effects caused by such products:

·regulatory authorities may require the addition of labeling statements, specific warnings, a contraindication or field alerts to physicians and pharmacies;

·we may be required to change instructions regarding the way the product is administered, conduct additional clinical trials or change the labeling of the product;

·we may be subject to limitations on how we may promote the product;

·sales of the product may decrease significantly;

·regulatory authorities may require us to take our approved product off the market;

·we may be subject to litigation or product liability claims; and

·our reputation may suffer.

Any of these events could prevent us or our potential future collaborators from achieving or maintaining market acceptance of the affected product or could substantially increase commercialization costs and expenses, which in turn could delay or prevent us from generating significant revenues from the sale of our products.

Reimbursement decisions by third-party payors may have an adverse effect on pricing and market acceptance. If there is not sufficient reimbursement for our drug candidates, if approved, it is less likely that they will be widely used.

Market acceptance and sales of our drug candidates, if approved, will depend on reimbursement policies and may be affected by, among other things, future healthcare reform measures. Government authorities and third-party payors, such as private health insurers and health maintenance organizations, decide which drugs they will cover and establish payment levels. We cannot be certain that reimbursement will be available for our drug candidates, if approved. Also, we cannot be certain that reimbursement policies will not reduce the demand for, or the price paid for, our drug candidates. If reimbursement is not available or is available on a limited basis, we may not be able to successfully commercialize our drug candidates.

In March 2010, the Patient Protection and Affordable Care Act, or PPACA, as amended by the Health Care and Education Affordability Reconciliation Act, or collectively, ACA, became law in the United States. The goal of ACA is to reduce the cost of health care and substantially change the way health care is financed by both governmental and private insurers. While we cannot predict what impact on federal reimbursement policies this legislation will have in general or on our business specifically, the ACA may result in downward pressure on pharmaceutical reimbursement, which could negatively affect market acceptance of our current or future drug candidates. In addition, some members of the U.S. Congress have been seeking to overturn at least portions of the legislation and we expect they will continue to review and assess this legislation and alternative health care reform proposals. We cannot predict whether new proposals will be made or adopted, when they may be adopted or what impact they may have on us if they are adopted.

In addition, other legislative changes have been proposed and adopted since the PPACA was enacted. On August 2, 2011, the Budget Control Act of 2011 was signed into law, which, among other things, creates the Joint Select Committee on Deficit Reduction to recommend proposals in spending reductions to Congress. The Joint Select Committee did not achieve a targeted deficit reduction of at least $1.2 trillion for the years 2013 through 2021, triggering the legislation’s automatic reduction to several government programs. This included aggregate reductions to Medicare payments to providers of up to 2% per fiscal year, which went into effect on April 1, 2013. On January 2, 2013, the American Taxpayer Relief Act of 2012 was signed into law, which, among other things, further reduced Medicare payments to several providers, including hospitals, and increased the statute of limitations period for the government to recover overpayments to providers from three to five years. Strong, partisan disagreement in Congress has prevented implementation of various PPACA provisions, and the Trump Administration has made repeal of the PPACA a priority. One of the first executive orders of the Trump administration granted federal agencies broad powers to unwind regulations under the PPACA. On January 11, 2017, the Senate voted to approve a “budget blueprint” allowing Republicans to repeal parts of the law while avoiding Democrat filibuster. The “Obamacare Repeal Resolution” passed 51 – 48 in the Senate. Certain legislators are continuing their efforts to repeal the PPACA, although there is little clarity on how such a repeal would be implemented and what a PPACA replacement might look like. For the immediate future, there is significant uncertainty regarding the health care, health care coverage and health care insurance markets.

The U.S. government has in the past considered, is currently considering and may in the future consider healthcare policies and proposals intended to curb rising healthcare costs, including those that could significantly affect both private and public reimbursement for healthcare services. State and local governments, as well as a number of foreign governments, are also considering or have adopted similar types of policies. Future significant changes in the healthcare systems in the United States or elsewhere, and current uncertainty about whether and how changes may be implemented, could have a negative impact on the demand for our products. We are unable to predict whether other healthcare policies, including policies stemming from legislation or regulations affecting our business, may be proposed or enacted in the future; what effect such policies would have on our business; or the effect ongoing uncertainty about these matters will have on the purchasing decisions of our customers.

Additional state and federal healthcare reform measures will be adopted in the future, any of which could limit the amounts that federal and state governments will pay for healthcare products and services, which could result in reduced demand for our products or additional pricing pressures.

If we market products in a manner that violates healthcare fraud and abuse laws, or if we violate government price reporting laws, we may be subject to civil or criminal penalties.

In addition to FDA restrictions on marketing of drugs, several other types of state and federal healthcare laws, commonly referred to as “fraud and abuse” laws, have been applied in recent years to restrict certain marketing practices in the pharmaceutical industry. Other jurisdictions such as Canada have similar laws. These laws include false claims and anti-kickback statutes. If we market our products and our products are paid for by governmental programs, it is possible that some of our business activities could be subject to challenge under one or more of these laws.

Federal false claims laws prohibit any person from knowingly presenting, or causing to be presented, a false claim for payment to the federal government or knowingly making, or causing to be made, a false statement to get a false claim paid. The federal healthcare program anti-kickback statute prohibits, among other things, knowingly and willfully offering, paying, soliciting or receiving remuneration to induce, or in return for, purchasing, leasing, ordering or arranging for the purchase, lease or order of any healthcare item or service covered by Medicare, Medicaid or other federally financed healthcare programs. This statute has been interpreted to apply to arrangements between pharmaceutical manufacturers on the one hand and prescribers, purchasers or formulary managers on the other. Although there are several statutory exemptions and regulatory safe harbors protecting certain common activities from prosecution, the exemptions and safe harbors are drawn narrowly, and practices that involve remuneration intended to induce prescribing, purchasing or recommending may be subject to scrutiny if they do not qualify for an exemption or safe harbor. Most states also have statutes or regulations similar to the federal anti-kickback law and federal false claims laws, which apply to items and services covered by Medicaid and other state programs, or, in several states, apply regardless of the payor. Administrative, civil and criminal sanctions may be imposed under these federal and state laws.

Over the past few years, a number of pharmaceutical and other healthcare companies have been prosecuted under these laws for a variety of promotional and marketing activities, such as: providing free trips, free goods, sham consulting fees and grants and other monetary benefits to prescribers; reporting inflated average wholesale prices that were then used by federal programs to set reimbursement rates; engaging in off-label promotion; and submitting inflated best price information to the Medicaid Rebate Program to reduce liability for Medicaid rebates.

If the FDA and HC and other regulatory agencies do not approve the manufacturing facilities of our future contract manufacturers for commercial production, we may not be able to commercialize any of our drug candidates.

We do not currently intend to manufacture any drugs that we plan to sell. We currently have no agreements with contract manufacturers for the production of the active pharmaceutical ingredients and the formulation of sufficient quantities of drug product for our drug candidates’ pre-clinical studies and clinical trials and that we believe we will need to conduct prior to seeking regulatory approval. We intend to develop our own active pharmaceutical ingredients.

We do not have agreements for commercial supplies of any of our drug candidates and we may not be able to reach agreements with contract manufacturers for sufficient supplies to commercialize a drug candidate if it is approved. Additionally, the facilities used by any contract manufacturer to manufacture a drug candidate must be the subject of a satisfactory inspection before the FDA or the regulators in other jurisdictions approve the drug candidate manufactured at that facility. We will be completely dependent on these third-party manufacturers for compliance with the requirements of U.S. and non-U.S. regulators for the manufacture of our finished products. If our manufacturers cannot successfully manufacture material that conform to our specifications and current good manufacturing practice requirements of any governmental agency whose jurisdiction to which we are subject, our drug candidates will not be approved or, if already approved, may be subject to recalls. Reliance on third-party manufacturers entails risks to which we would not be subject if we manufactured the drug candidates, including:

·the possibility that we are unable to enter into a manufacturing agreement with a third party to manufacture our drug candidates;

·the possible breach of the manufacturing agreements by the third parties because of factors beyond our control; and

·the possibility of termination or nonrenewal of the agreements by the third parties before we are able to arrange for a qualified replacement third-party manufacturer.

Any of these factors could cause the delay of approval or commercialization of our drug candidates, cause us to incur higher costs or prevent us from commercializing our drug candidates successfully. Furthermore, if any of our drug candidates are approved and contract manufacturers fail to deliver the required commercial quantities of finished product on a timely basis and at commercially reasonable prices and we are unable to find one or more replacement manufacturers capable of production at a substantially equivalent cost, in substantially equivalent volumes and quality and on a timely basis, we would likely be unable to meet demand for our products and could lose potential revenue. It may take several years to establish an alternative source of supply for our drug candidates and to have any such new source approved by the government agencies that regulate our products.

Even if our new drug candidates receive regulatory approval, we may still face future development and regulatory difficulties.

Our drug candidates, if approved, will also be subject to ongoing regulatory requirements for labeling, packaging, storage, advertising, promotion, record-keeping and submission of safety and other post-market information. In addition, approved products, manufacturers and manufacturers’ facilities are required to comply with extensive FDA and HC requirements and requirements of other similar agencies, including ensuring that quality control and manufacturing procedures conform to current good manufacturing practices, or cGMPs. As such, we and our contract manufacturers will be subject to continual review and periodic inspections to assess compliance with cGMPs. Accordingly, we and others with whom we work must continue to expend time, money and effort in all areas of regulatory compliance, including manufacturing, production and quality control. We will also be required to report certain adverse reactions and production problems, if any, to the FDA and HC and other similar agencies and to comply with certain requirements concerning advertising and promotion for our products. Promotional communications with respect to prescription drugs are subject to a variety of legal and regulatory restrictions and must be consistent with the information in the product’s approved label. Accordingly, we may not promote our approved products, if any, for indications or uses for which they are not approved.

If a regulatory agency discovers previously unknown problems with a product, such as adverse events of unanticipated severity or frequency, or problems with the facility where the product is manufactured, or disagrees with the promotion, marketing or labeling of a product, it may impose restrictions on that product or us, including requiring withdrawal of the product from the market. If our drug candidates fail to comply with applicable regulatory requirements, a regulatory agency may:

·issue warning letters;

·mandate modifications to promotional materials or require us to provide corrective information to healthcare practitioners;

·require us or our potential future collaborators to enter into a consent decree or permanent injunction, which can include imposition of various fines, reimbursements for inspection costs, required due dates for specific actions and penalties for noncompliance;

·impose other administrative or judicial civil or criminal penalties;

·withdraw regulatory approval;

·refuse to approve pending applications or supplements to approved applications filed by us or our potential future collaborators;

·impose restrictions on operations, including costly new manufacturing requirements; or

·seize or detain products.

Risks Relating to the Commercialization of Our Drug Products

Even if approved, our drug candidates may not achieve broad market acceptance among physicians, patients and healthcare payors, and as a result our revenues generated from their sales may be limited.

The commercial success of our drug candidates, if approved, will depend upon their acceptance among the medical community, including physicians, health care payors and patients. The degree of market acceptance of our drug candidates will depend on a number of factors, including:

·limitations or warnings contained in our drug candidates’ approved labeling;

·changes in the standard of care or availability of alternative therapies at similar or lower costs for the targeted indications for any of our drug candidates;

·limitations in the approved clinical indications for our drug candidates;

·demonstrated clinical safety and efficacy compared to other products;

·lack of significant adverse side effects;

·sales, marketing and distribution support;

·availability of reimbursement from managed care plans and other third-party payors;

·timing of market introduction and perceived effectiveness of competitive products;

·the degree of cost-effectiveness;

·availability of alternative therapies at similar or lower cost, including generics and over-the-counter products;

·the extent to which our drug candidates are approved for inclusion on formularies of hospitals and managed care organizations;

·whether our drug candidates are designated under physician treatment guidelines for the treatment of the indications for which we have received regulatory approval;

·adverse publicity about our drug candidates or favorable publicity about competitive products;

·convenience and ease of administration of our drug candidates; and

·potential product liability claims.

If our drug candidates are approved, but do not achieve an adequate level of acceptance by physicians, patients, the medical community and healthcare payors, sufficient revenue may not be generated from these products and we may not become or remain profitable. In addition, efforts to educate the medical community and third-party payors on the benefits of our drug candidates may require significant resources and may never be successful.

We have no sales, marketing or distribution capabilities and we will have to invest significant resources to develop those capabilities or enter into acceptable third-party sales and marketing arrangements.

We have no sales, marketing or distribution capabilities. To develop internal sales, distribution and marketing capabilities, we will have to invest significant amounts of financial and management resources, some of which will be committed prior to any confirmation that our initial drug candidate or any of our other drug candidates will be approved. For drug candidates where we decide to perform sales, marketing and distribution functions ourselves or through third parties, we could face a number of additional risks, including:

·we or our third-party sales collaborators may not be able to attract and build an effective marketing or sales force;

·the cost of securing or establishing a marketing or sales force may exceed the revenues generated by any products; and

·our direct sales and marketing efforts may not be successful.

We may have limited or no control over the sales, marketing and distribution activities of these third parties. Our future revenues may depend heavily on the success of the efforts of these third parties.

We may not be successful in establishing and maintaining development and commercialization collaborations, which could adversely affect our ability to develop certain of our drug candidates and our financial condition and operating results.

Because developing drugs, conducting clinical trials, obtaining regulatory approval, establishing manufacturing capabilities and marketing approved products are expensive, we may seek collaborations with companies that have more experience. Additionally, if any of our drug candidates receives marketing approval, we may enter into sales and marketing arrangements with third parties. If we are unable to enter into arrangements on acceptable terms, if at all, we may be unable to effectively market and sell our products in our target markets. We expect to face competition in seeking appropriate collaborators. Moreover, collaboration arrangements are complex and time consuming to negotiate, document and implement and they may require substantial resources to maintain. We may not be successful in our efforts to establish and implement collaborations or other alternative arrangements for the development of our drug candidates.

When we collaborate with a third party for development and commercialization of a drug candidate, we can expect to relinquish some or all of the control over the future success of that drug candidate to the third party. For example, we may relinquish the rights to a drug candidate in jurisdictions outside of the United States. Our collaboration partner may not devote sufficient resources to the commercialization of our drug candidates or may otherwise fail in their commercialization. The terms of any collaboration or other arrangement that we establish may not be favorable to us. In addition, any collaboration that we enter into may be unsuccessful in the development and commercialization of our drug candidates. In some cases, once we have begun pre-clinical and initial clinical development of a drug candidate, we may be responsible for continuing research, or research programs under a collaboration arrangement, and the payment we receive from our collaboration partner may be insufficient to cover the cost of this development. If

we are unable to reach agreements with suitable collaborators for our drug candidates, we would face increased costs, we may be forced to limit the number of our drug candidates we can commercially develop or the territories in which we commercialize them and we might fail to commercialize products or programs for which a suitable collaborator cannot be found. If we fail to achieve successful collaborations, our operating results and financial condition may be materially and adversely affected.

Risks Relating to Our Licensed Intellectual Property

It is difficult and costly to protect our proprietary rights, and we may not be able to ensure their protection. If our licensed patent position does not adequately protect our drug candidates, others could compete against us more directly, which would harm our business, possibly materially.

Our commercial success will depend in part on our licensor and us obtaining and maintaining patent protection and trade secret protection of our current and future drug candidates and the methods used to manufacture them, as well as successfully defending these patents against third-party challenges. Our ability to stop third parties from making, using, selling, offering to sell or importing our drug candidates is dependent upon the extent to which we have rights under valid and enforceable patents or trade secrets that cover these activities and the right under our licensed patent to contest alleged infringement.

The patent positions of biotechnology and pharmaceutical companies can be highly uncertain and involve complex legal and factual questions for which important legal principles remain unresolved. No consistent policy regarding the breadth of claims allowed in pharmaceutical patents has emerged to date in the United States or in many jurisdictions outside of the United States. Changes in either the patent laws or interpretations of patent laws in the United States and other countries may diminish the value of our licensed intellectual property. Accordingly, we cannot predict the breadth of claims that may be enforced in the patents that may be issued from the applications we currently or may in the future own or license from third parties. Further, if any patents we obtain or license are deemed invalid and unenforceable, our ability to commercialize or license our technology could be adversely affected.

Others have filed, and in the future, are likely to file, patent applications covering products and technologies that are similar, identical or competitive to ours or important to our business. We cannot be certain that any patent application owned by a third party will not have priority over patent applications filed or in-licensed by us, or that we or our licensor will not be involved in interference, opposition or invalidity proceedings before U.S. or non-U.S. patent offices.

The degree of future protection for our proprietary rights is uncertain because legal means afford only limited protection and may not adequately protect our rights or permit us to gain or keep our competitive advantage. For example:

·others may be able to develop a platform similar to, or better than, ours in a way that is not covered by the claims of our licensed or owned patents;

·others may be able to make compounds that are similar to our drug candidates but that are not covered by the claims of patents we have or are licensed to us;

·we might not have been the first to make the inventions covered by any pending patent applications which have been or may be filed;

·we might not have been the first to file patent applications for these inventions;

·others may independently develop similar or alternative technologies or duplicate any of our technologies;

·any patents that we obtain, or are licensed to us, may not provide us with any competitive advantages;

·we, or our licensor, may not develop additional proprietary technologies that are patentable; or

·the patents of others may have an adverse effect on our business.

Without patent protection on the composition of matter of our drug candidates, our ability to assert our patents to stop others from using or selling our drug candidates in a non-pharmaceutically acceptable formulation may be limited.

Due to the patent laws of a country, or the decisions of a patent examiner in a country, or our own filing strategies, we may not obtain patent coverage for all of our drug candidates or methods involving these candidates in the licensor’s patent application. We plan to pursue and request our licensor to pursue divisional patent applications or continuation patent applications in the United States and other countries to obtain claim coverage for inventions which were disclosed but not claimed in the parent patent application.

We may also rely on trade secrets to protect our technology, especially where we do not believe patent protection is appropriate or feasible. However, trade secrets are difficult to protect. Although we use reasonable efforts to protect our trade secrets, our employees, consultants, contractors, outside scientific collaborators and other advisors may unintentionally or willfully disclose our information to competitors. Enforcing a claim that a third party illegally obtained and is using any of our trade secrets may be expensive and time consuming, and the outcome is unpredictable. In addition, courts outside the United States are sometimes less willing to protect trade secrets. Moreover, our competitors may independently develop equivalent knowledge, methods and know-how. Our commercial success

will depend, in part, on our ability, and the ability of our licensor, to obtain and maintain patent protection. Our or our licensor’s failure to obtain and maintain patent protection for our products may have a material adverse effect on our business.

Pursuant to our License Agreement with Orthogonal, we have obtained rights to a provisional patent application. All rights to pursue a further application that claims priority to the provisional application, such as a US non-provisional patent application, an international patent application and/or a direct foreign application remain with Orthogonal. Our success may depend, in part, on our ability and the ability of Orthogonal to obtain and enforce patent protection for our proposed products and to preserve our trade secrets. Patent positions in the field of biotechnology and pharmaceuticals are generally highly uncertain and involve complex legal and scientific questions. We cannot be certain that Orthogonal’s inventor was the first inventor of the inventions covered by the provisional patent application or that they were the first to file. Accordingly, the provisional patent application and any resulting patents licensed to us may not be valid or afford us protection against competitors with similar technology. The failure to maintain and/or obtain patent protection on the technologies underlying our proposed products may have material adverse effects on our competitive position and business prospects.

We may infringe the intellectual property rights of others, which may prevent or delay our drug development efforts and stop us from commercializing or increase the costs of commercializing our drug candidates.

Our success will depend in part on our ability to operate without infringing the proprietary rights of third parties. We cannot guarantee that our drug candidates, or manufacture or use of our drug candidates, will not infringe third-party patents. Furthermore, a third party may claim that we or our manufacturing or commercialization collaborators are using inventions covered by the third party’s patent rights and may go to court to stop us from engaging in our normal operations and activities, including making or selling our drug candidates. These lawsuits are costly and could affect our results of operations and divert the attention of managerial and scientific personnel. There is a risk that a court would decide that we or our commercialization collaborators are infringing the third party’s patents and would order us or our collaborators to stop the activities covered by the patents. In that event, we or our commercialization collaborators may not have a viable way around the patent and may need to halt commercialization of the relevant product. In addition, there is a risk that a court will order us or our collaborators to pay the other party damages for having violated the other party’s patents. In the future, we may agree to indemnify our commercial collaborators against certain intellectual property infringement claims brought by third parties. The pharmaceutical and biotechnology industries have produced a proliferation of patents, and it is not always clear to industry participants, including us, which patents cover various types of products or methods of use. The coverage of patents is subject to interpretation by the courts, and the interpretation is not always uniform. If we are sued for patent infringement, we would need to demonstrate that our products or methods either do not infringe the patent claims of the relevant patent or that the patent claims are invalid, and we may not be able to do this. Proving invalidity is difficult. For example, in the United States, proving invalidity requires a showing of clear and convincing evidence to overcome the presumption of validity enjoyed by issued patents. Even if we are successful in these proceedings, we may incur substantial costs and divert management’s time and attention in pursuing these proceedings, which could have a material adverse effect on us. If we are unable to avoid infringing the patent rights of others, we may be required to seek a license, which may not be available, defend an infringement action or challenge the validity of the patents in court. Patent litigation is costly and time consuming. We may not have sufficient resources to bring these actions to a successful conclusion. In addition, if we do not obtain a license, develop or obtain non-infringing technology, fail to defend an infringement action successfully or have infringed patents declared invalid, we may incur substantial monetary damages, encounter significant delays in bringing our drug candidates to market and be precluded from manufacturing or selling our drug candidates.

We cannot be certain that others have not filed patent applications for technology covered by pending applications subject to our License Agreement, or that we were the first to invent the technology, because:

·some patent applications in the United States may be maintained in secrecy until the patents are issued;

·patent applications in the United States are typically not published until 18 months after the priority date; and

·publications in the scientific literature often lag behind actual discoveries.

Our competitors may have filed, and may in the future file, patent applications covering technology similar to ours. Any such patent application may have priority over our patent applications, which could further require us to obtain rights to issued patents covering such technologies. If another party has filed a U.S. patent application on inventions similar to ours, we may have to participate in an interference proceeding declared by the USPTO to determine priority of invention in the United States. The costs of these proceedings could be substantial, and it is possible that such efforts would be unsuccessful if, unbeknownst to us, the other party had independently arrived at the same or similar invention prior to our own invention, resulting in a loss of our U.S. patent position with respect to such inventions. Other countries have similar laws that permit secrecy of patent applications and may be entitled to priority over our applications in such jurisdictions.

Some of our competitors may be able to sustain the costs of complex patent litigation more effectively than we can because they have substantially greater resources. In addition, any uncertainties resulting from the initiation and continuation of any litigation could have a material adverse effect on our ability to raise the funds necessary to continue our operations.

We may incur substantial costs as a result of litigation or other proceedings relating to patent and other intellectual property rights.

If we choose to go to court to stop another party from using the inventions claimed in any patents we may obtain, that individual or company has the right to ask the court to rule that such patents are invalid or should not be enforced against that third party. These lawsuits may be expensive and would consume time and resources and divert the attention of managerial and scientific personnel even if we were successful in stopping the infringement of such patents. In addition, there is a risk that the court will decide that such patents are not valid and that we do not have the right to stop the other party from using the inventions. There is also the risk that, even if the validity of such patents is upheld, the court will refuse to stop the other party on the ground that such other party’s activities do not infringe our rights to such patents. In addition, the U.S. Supreme Court has recently modified some tests used by the U.S. Patent and Trademark Office, or USPTO, in granting patents over the past 20 years, which may decrease the likelihood that we will be able to obtain patents and increase the likelihood of challenge of any patents we obtain or license.

Obtaining and maintaining our patent protection depends on compliance with various procedural, document submission, fee payment and other requirements imposed by governmental patent agencies, and our patent protection could be reduced or eliminated for non-compliance with these requirements.

Periodic maintenance fees, renewal fees, annuity fees and various other governmental fees on patents and/or applications will be due to be paid to the USPTO and various governmental patent agencies outside of the United States in several stages over the lifetime of the patents and/or applications. Currently, we rely upon our licensor to fund the payments under our License Agreement. We are required to reimburse our licensor for these fees. The USPTO and various non-U.S. governmental patent agencies require compliance with a number of procedural, documentary, fee payment and other similar provisions during the patent application process. However, there are situations in which noncompliance can result in abandonment or lapse of the patent or patent application, resulting in partial or complete loss of patent rights in the relevant jurisdiction. In such an event, our competitors might be able to enter the market and this circumstance would have a material adverse effect on our business.

Risks Associated with Our Securities

Our listing is not an underwritten initial public offering and as such has fewer protections and additional risks of investors.

The listing of our Common Stock on The Nasdaq Stock Market (“Nasdaq”) is not an initial public offering. The listing differs from an underwritten initial public offering in several significant ways, as a result of which investors will have fewer protections and bear additional risks including, but are not limited to, the following:

·There will not be price discovery to support the valuation attributed to our Common Stock to be issued in the Transactions or before trading begins. Because there will be no firm commitment underwriting there will be no underwriters to determine the price at which they initially would sell shares to the public. Such price determination in underwritten offerings, which serve the purpose of informing efficient and sufficient price discovery with respect to the opening trading prices, will therefore, not be available with respect to Company shares. Shareholders of Ei. and Mycotopia receiving shares of Company Common Stock in the Merger will not have the benefit of a published price range or the underwriter’s initial price to the public, as a measure of the value of the Company shares, as would be the case in an underwritten initial public offering. The value attributed to the shares as consideration in the mergers is based only on negotiations among the parties, and there can be no assurances that the price of our shares will not significantly decrease once trading begins on Nasdaq.

·There will be no overallotment shares, or efforts taken, to stabilize the market for our Common Stock which may result in more initial volatility than in an underwritten offering. There also will be no underwriters to assume risk in connection with initial resales of our Common Stock. In an underwritten initial public offering, the underwriters may engage in certain price-stabilizing activities, either through the purchase and resale of so-called “overallotment” shares in the offering or purchase of shares in the open market. In determining the source of shares to use, the underwriters typically consider, among other things, the price of shares available in the open market as compared to the price at which shares may be purchased through exercise of the overallotment option. There are no overallotment shares available in connection with the listing and there will be no underwriters’ no evaluation of relative prices, In addition, in underwritten public offerings, purchases of shares in the open market by underwriters may have the effect of preventing or moderating a decline in the trading price of the common stock. We will not engage in, and have not and will not, directly or indirectly, request the financial advisors to engage in, any stabilization or price support activities in connection with any sales of Common Stock made pursuant to this registration statement. Consequently there could be greater volatility in the trading price of the Common Stock than otherwise would be the case. See also “The trading price of our Common Stock may be volatile, and could, upon listing on Nasdaq, decline significantly and rapidly.”

·It is possible that there may be an imbalance of supply of and demand for shares, which could adversely affect the trading price and availability of shares of the Common Stock. There can be no assurance that any stockholders of Ei. or Mycotopia

will sell any of their shares of Common Stock after the listing is complete, so there may be a lack of supply of shares of Common Stock on Nasdaq. Alternatively, Ei. or Mycotopia stockholders may choose to sell a large number of their shares of Common Stock at the same time, resulting in potential oversupply of our Common Stock, which could adversely impact the trading price of our Common Stock once listed and thereafter.

·Some of the stockholders of Ei. and Mycotopia are free to sell some or all of their shares without contractual restriction at any time, which could adversely affect the price of the Common Stock. In an underwritten initial public offering, it is customary for an issuer’s officers, directors, and most or all of its other stockholders to enter into a lock-up agreement with the underwriters to prohibit or restrict the sale of shares and promote orderly trading for the period of the lock-up after such initial public offering. Only the largest stockholders of PSLY, representing approximately eighty percent (80%) of our outstanding common stock after the effectiveness of the Registration Statement, have entered into lock-up agreements or other restrictions on transfer. Consequently, the remaining stockholders may sell any or all of their shares at any time (subject to any restrictions under applicable law), including immediately upon listing. If such sales were to occur in a significant volume in a short period of time, the result might be an oversupply of our Common Stock in the market, which could adversely impact the trading price of our Common Stock. See also “Only our largest stockholders are party to any lock-up agreement or other contractual restrictions on transfer. Following our listing, public sales of shares held by our other stockholders, or the perception that sales might occur, could cause the trading price of our Common Stock to decline.”

·We have not, and will not, conduct a “roadshow” prior to the opening of trading which would adversely affect price discovery. We have not, and will not, conduct a traditional “roadshow” prior to the opening of trading of our Common Stock. As a result, there may not be efficient or sufficient price discovery with respect to our Common Stock.

The trading price of our Common Stock may be volatile and could, upon or after listing, decline significantly and rapidly.

The listing of our Common Stock and the registration of the shares of Common Stock being issued to the Ei. and Mycotopia stockholders is a novel process likely to be unfamiliar to many if not most potential investors. Unlike an underwritten public offering, there will be no book-building process to help inform efficient and sufficient price discovery with respect to the opening trades on Nasdaq.

While in the past the companies we have acquired have completed both private and public capital raises, there has not been any history of trading in our Common Stock prior to listing.

Prior to the effective date of this Registration Statement, there will be no known price at which shares of Common Stock initially will be sold as there would be in an underwritten initial public offering. The absence of a predetermined initial public offering price could impact the range of buy and sell orders collected by Nasdaq prior to effectiveness of the listing. Consequently, upon listing, the trading price of our Common Stock may be more volatile than in an underwritten initial public offering and could decline significantly and rapidly.

Further, because of our listing process, individual investors may have relatively greater influence in setting the opening public trading price and subsequent public trading prices of our Common Stock and individual investors also may participate more in our initial and subsequent trading, leading to an increased numbers of smaller orders at more disparate prices, for example, than is typical for a traditional underwritten initial public offering with more institutional investor influence. These factors could result in more volatility in the public trading price of our Common Stock and an unsustainably high trading price if the price of our Common Stock rises significantly upon listing and institutional investors place a lower value on our Common Stock than retail investors, in which case the price of our Common Stock may decline over time. Further, if the public trading price of our Common Stock is above the level that investors determine is reasonable, some investors may attempt to short our Common Stock after trading begins, which would create additional downward pressure on the public trading price.

The trading price of our Common Stock following the listing also could be subject to wide fluctuations in response to numerous factors in addition to the ones described in the preceding Risk Factors, many of which are beyond our control, including:

·actual or anticipated fluctuations in our results of operations;

·the number of shares of our Common Stock available for trading;

·overall performance of the equity markets and the economy as a whole;

·changes in the financial projections we may provide to the public or our failure or success in meeting these projections;

·failure of securities analysts to initiate or maintain coverage of our company, changes in financial estimates by any securities analysts who follow us, or our failure or success in meeting these estimates or the expectations of investors;

·changes in costs of our inputs;

·actual or anticipated changes in our growth rate, both absolutely and relative to those of our competitors;

·changes in the anticipated future size or growth rate of our addressable markets;

·announcements, introduction, implementation and other news relating to new products, or of acquisitions, strategic partnerships, joint ventures, or capital-raising activities or commitments, by us or by our competitors;

·additions or departures of board members, management, or key personnel;

·rumors and market speculation involving us or other companies in our industry;

·new laws or regulations or new interpretations of existing laws or regulations applicable to our business globally;

·lawsuits threatened or filed by or against us and resolution of such suits;

·other events or factors, including those resulting from war, incidents of terrorism, or responses to these events;

·actual and potential pandemics and epidemics, such as the COVID-19 pandemic, and the effects of influenza, and other highly communicable diseases or viruses; and

·sales or expectations with respect to sales of shares of our Common Stock by us or our security holders.

Newly public companies, particularly companies in the pharmaceutical industry, historically have experienced significant price and volume fluctuations that have affected and continue to affect the stock prices of these companies. Stock prices of many companies, including pharmaceutical companies, have fluctuated in a manner apparently unrelated to the operating performance of those companies. These fluctuations may be more pronounced in the trading market for our Common Stock shortly following the listing as a result of the supply and demand forces described above. In the past, companies that have experienced volatility in the trading price for their stock have sometimes become the subject of securities class action litigation. If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business, and adversely affect our business, results of operations, and financial condition.

The trading price of our Common Stock, upon listing, may have little or no relationship to the historical sales prices of our predecessors’ capital stock.

Prior to the registration and listing of our Common Stock on Nasdaq, there has been no public market for our capital stock. There has been limited trading of our predecessors’ capital stock historically in private and public transactions. In the section titled “Sale Price History of our Capital Stock,” we have provided the historical sales prices of our predecessors’ Common Stock. Given the limited history of sales, this information may have `little or no relation to broader market demand for our Common Stock and thus the initial trading price of our Common Stock on Nasdaq once trading begins. As a result, you should not place undue reliance on these historical sales prices as they may differ materially from the opening trading prices and subsequent trading prices of our Common Stock on Nasdaq. For more information about how the initial listing price on Nasdaq will be determined, see the section titled “Plan of Distribution.”

An active, liquid, and orderly market for our Common Stock may not develop or be sustained. You may be unable to sell your shares of Common Stock at or above the value of the Ei. or Mycotopia shares which you relinquished to obtain them.

Prior to listing on Nasdaq, there has been no public market for our Common Stock. Moreover, we have not consulted with Ei. or Mycotopia stockholders regarding their desire or plans to sell shares in the public market following the listing or discussed with potential investors their intentions to buy our Common Stock in the open market. While our Common Stock may be sold after our listing on Nasdaq by the Ei. and Mycotopia stockholders pursuant to this prospectus, there can be no assurance that any stockholders will sell any of their shares of Common Stock, and there may initially be a lack of supply of, or demand for, Common Stock on Nasdaq. Conversely, there can be no assurance that Ei. or Mycotopia stockholders will not sell all of their shares of Common Stock, resulting in an oversupply of our Common Stock. In the case of a lack of supply of our Common Stock, the trading price of our Common Stock may rise to an unsustainable level. Further, institutional investors may be discouraged from purchasing our Common Stock if they are unable to purchase a block of our Common Stock in the open market in a sufficient size for their investment objectives due to a potential unwillingness of our stockholders to sell a sufficient amount of Common Stock at the price offered by such institutional investors and the greater influence individual investors have in setting the trading price. If institutional investors are unable to purchase our Common Stock in a sufficient amount for their investment objectives, the market for our Common Stock may be more volatile without the influence of long-term institutional investors holding significant amounts of our Common Stock. In the case of a lack of demand for our Common Stock, the trading price of our Common Stock could decline significantly and rapidly after our listing. Therefore, an active, liquid, and orderly trading market for our Common Stock may not initially develop or be sustained, which could significantly depress the trading price of our Common Stock and/or result in significant volatility, which could affect your ability to sell your shares of Common Stock.

Only our largest stockholders are party to any lock-up agreement or other contractual restrictions on transfer. Following our listing, public sales of shares held by our other stockholders, or the perception that sales might occur, could cause the trading price of our Common Stock to decline.

Approximately eighty percent (80%) of our shares of Common Stock are held by stockholders subject to a lock-up, and the remainder of our shares of Common Stock may be sold immediately following the effectiveness of this Registration Statement. In addition to the supply and demand and volatility factors discussed above, sales of a substantial number of shares of our Common Stock into the public market, or the perception that these sales might occur, could cause the trading price of our Common Stock to decline.

We are and, after listing will remain, a “controlled company” within the meaning of Nasdaq listing standards and, as a result, we will qualify for, and intend to rely on, exemptions from certain Nasdaq corporate governance requirements. You will not have the same protections afforded to stockholders of companies that are subject to such requirements.

After the listing, David Nikzad, who controls Orthogonal Thinker, Inc., our largest stockholder, will control a majority of the Company’s voting power. So long as a stockholder or group of stockholders acting together holds a majority of the voting power of our Common Stock, we will qualify as a “controlled company” within the meaning of Nasdaq’s corporate governance standards. Under these rules, a “controlled company” (defined as a listed company of which more than 50% of the voting power is held by an individual, group or another company) may elect to not comply with certain corporate governance requirements, including the requirements that (i) a majority of our board of directors consist of independent directors, (ii) director nominees be selected or recommended to the board by independent directors or an independent nominating committee and (iii) we have a compensation committee that is composed entirely of independent directors.

Following the listing, we intend to rely on these exemptions. As a result, we will not have a majority of independent directors, our directors will not be nominated or selected by independent directors and some or all compensation decisions will not be made by an independent compensation committee. Accordingly, you will not have the same protections afforded to stockholders of companies that are subject to all of Nasdaq’s corporate governance requirements.

Our business and financial performance may differ from any projections that we disclose or any information that may be attributed to us by third parties.

From time to time, we may provide guidance via public disclosures regarding our projected business or financial performance. However, any such projections involve risks, assumptions, and uncertainties, and our actual results could differ materially from such projections. Factors that could cause or contribute to such differences include, but are not limited to, those identified in these Risk Factors, some or all of which are not predictable or within our control. Other unknown or unpredictable factors also could adversely impact our performance, and we undertake no obligation to update or revise any projections, whether as a result of new information, future events, or otherwise. In addition, various news sources, bloggers, and other publishers may make statements regarding our historical or projected business or financial performance, and you should not rely on any such information even if it is attributed directly or indirectly to us.

Our trading price and trading volume could decline if securities or industry analysts do not publish research about our business, or if they publish unfavorable research.

Equity research analysts do not currently provide coverage of our Common Stock, and we cannot assure that any equity research analysts will initiate or provide adequate research coverage after the listing of our Common Stock on Nasdaq. A lack of adequate research coverage may harm the liquidity and trading price of our Common Stock. To the extent equity research analysts do provide research coverage, we will not have any control over the content and opinions included in their reports. The trading price of our Common Stock could decline if one or more equity research analysts downgrades our stock or publishes other unfavorable commentary or research. If one or more equity research analysts ceases coverage of our company, or fails to regularly publish reports on us, the demand for our Common Stock could decrease, which in turn could cause our trading price or trading volume to decline.

We do not intend to pay dividends for the foreseeable future.

We have never declared or paid any cash dividends on our capital stock, and we do not intend to pay any cash dividends in the foreseeable future. We expect to retain future earnings, if any, to fund the development and growth of our business. Any future determination to pay dividends on our capital stock will be at the discretion of our board of directors. Accordingly, you must rely on the sale of your Common Stock after price appreciation, which may never occur, as the only way to realize any future gain on your investment.

Additional stock issuances could result in significant dilution to our stockholders.

We may issue our capital stock or securities convertible into our capital stock from time to time in connection with a financing, acquisition, investments, or otherwise. Additional issuances of our stock will result in dilution to existing holders of our stock. Also, to the extent outstanding stock options to purchase our stock are exercised, there will be further dilution. The amount of dilution could be substantial depending upon the size of the issuance or exercise. Any could also cause the trading price of our Common Stock to decline.

As a public company, we are obligated to develop and maintain proper and effective internal control over financial reporting, and any failure to maintain the adequacy of such internal control may adversely affect investor confidence in our company and, as a result, the value of our Common Stock.

Commencing with the year following our first annual report required to be filed with the SEC (202), we will be required, pursuant to Section 404 of the Sarbanes-Oxley Act, or Section 404, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting. This assessment will need to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting. In addition, our independent registered public accounting firm will be required to attest to the effectiveness of our internal control over financial reporting in our first annual report required to be filed with the SEC following the date we are no longer an “emerging growth company.” If our internal control over financial reporting is not effective, our independent registered public accounting firm may issue an adverse report on the effectiveness of our internal control over financial reporting. Our compliance with Section 404 will require that we incur substantial expenses and expend significant management efforts. We will need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge and compile the system and process documentation necessary to ensure the adequacy of our internal control over financial reporting and to perform the evaluation needed to comply with Section 404.

Any failure to maintain internal control over financial reporting could severely inhibit our ability to report our financial condition or results of operations accurately. If we are unable to conclude that our internal control over financial reporting is effective, or if our independent registered public accounting firm determines we have additional material weakness or significant deficiency in our internal control over financial reporting, we could lose investor confidence in the accuracy and completeness of our financial reports, the market price of our Common Stock could decline, and we could be subject to sanctions or investigations by the SEC or other regulatory authorities. Failure to remedy any material weakness in our internal control over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict our future access to the capital markets.

Our certificate of incorporation and bylaws include a forum selection clause, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees, or agents.

Our certificate of incorporation and bylaws provide that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for:

(a) any derivative action or proceeding brought on our behalf;

(b) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, employees, or agents to us or to our stockholders;

(c) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, the certificate of incorporation, or the bylaws;

(d) any action or proceeding to interpret, apply, enforce or determine the validity of the certificate of incorporation or the bylaws (including any right, obligation, or remedy thereunder);

(e) any action or proceeding as to which the Delaware General Corporation Law confers jurisdiction to the Court of Chancery of the State of Delaware; or

(f) any action asserting a claim governed by the internal affairs doctrine,

In no event, however, shall the Court of Chancery, under our bylaws, constitute an exclusive forum for actions for which the federal courts have exclusive jurisdiction, including suits brought to enforce a duty or liability created by the Securities Act of 1933, as amended (the “Securities Act”) or the Securities Exchange Act of 1934, as amended, thereby allowing any such actions to be filed in any court having jurisdiction. Our bylaws further provide that unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the District of Delaware shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act.

These exclusive-forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, employees, or agents, which may discourage lawsuits against us or our directors, officers, employees, or agent. If a court were to find either exclusive-forum provision in our certificate of incorporation or bylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving the dispute in other jurisdictions, which could seriously harm our business.

Provisions in our corporate charter documents and under Delaware law could make an acquisition of us more difficult and may prevent attempts by our stockholders to replace or remove our current management.

Provisions in our corporate charter and our bylaws may discourage, delay or prevent a merger, acquisition or other change in control of us that stockholders may consider favorable, including transactions in which stockholders might otherwise receive a premium for their shares. These provisions could also limit the price that investors might be willing to pay in the future for our securities, thereby depressing the market price of our Common Stock. In addition, these provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our board of directors. Because our board of directors is responsible for appointing the members of our management team, these provisions could in turn affect any attempt by our stockholders to replace current members of our management team. Among others, these provisions include the following:

·authorization of the issuance of “blank check” preferred stock that our board of directors could use to implement a stockholder rights plan;

·the ability of our board of directors to determine the number of directors and to fill vacancies and newly created directorships;

·the prohibition on cumulative voting by stockholders;

·the inability of our stockholders to call special meetings of stockholders;

·the requirement for advance notification of stockholder nominations and proposals; a prohibition on cumulative voting for directors; and

·the ability of our board of directors to amend our Bylaws without stockholder consent.

Moreover, because we are incorporated in Delaware, we are governed by Section 203 of the Delaware General Corporation Law, which prohibits an interested stockholder, defined as, among other things, a person who owns 15% or more of our outstanding voting stock, from entering into a business combination with us for a three-year period following the time such stockholder became an interested stockholder, unless: (1) prior to such time the Board of Directors approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder; (2) upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, excluding certain shares for purposes of determining the voting stock outstanding; or (3) at or subsequent to such time the business combination is approved by the Board of Directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock which is not owned by the interested stockholder. Any provision in our Amended Charter, our Amended Bylaws, or Delaware law that has the effect of delaying or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our Common Stock, and could also affect the price that some investors are willing to pay for our Common Stock.

Any of the foregoing provisions could limit the price that investors might be willing to pay for shares of our Common Stock, and they could deter potential acquirers of our company, thereby reducing the likelihood that you would receive a premium for your shares of our Common Stock in an acquisition.

The directors and management will own a significant percentage of our Common Stock and will be able to exert significant control over matters subject to stockholder approval.

Upon the closing of the merger, David Nikzad, who is a director and officer of the Company, will beneficially own approximately 80.29% of the Company’s outstanding voting stock through his ownership of Orthogonal Thinker, Inc. Mr. Nikzad may be able to determine all matters requiring stockholder approval. For example, Mr. Nikzad may be able to control elections of directors, amendments of Company organizational documents or approval of any merger, sale of assets or other major corporate transaction. This may prevent or discourage unsolicited acquisition proposals or offers for Company Common Stock that you may feel are in your best interest as a Company stockholder. The interests of Mr. Nikzad may not always coincide with your interests or the interests of other stockholders and Mr. Nikzad may act in a manner that advances his best interests and not necessarily those of other stockholders, including seeking a premium value for his common stock, and this might affect the prevailing market price for our common stock.

You may experience future dilution.

The Company, for business purposes, may from time to time issue additional shares, which may result in dilution of existing shareholders. Dilution is a reduction in the percentage of a stock caused by the issuance of new stock. Dilution can also occur when holders of stock options (such as company employees) or holders of other optionable securities such as warrants exercise their options. When the number of shares outstanding increases, each existing stockholder will own a smaller, or diluted, percentage of the Company, making each share less valuable. Dilution may also reduce the value of existing shares by reducing the stock’s earnings per share. There is no guarantee that dilution of the Common Stock will not occur in the future. Claims for indemnification by our directors and officers may reduce our available funds to satisfy successful stockholder claims against us and may reduce the amount of money available to us.

As permitted by Section 102(b)(7) of the Delaware General Corporation Law, our certificate of incorporation limits the liability of our directors to the fullest extent permitted by law. In addition, as permitted by Section 145 of the Delaware General Corporation Law, our certificate of incorporation and by-laws provide that we shall indemnify, to the fullest extent authorized by the Delaware General Corporation Law, each person who is involved in any litigation or other proceeding because such person is or was a director or officer of the company or is or was serving as an officer or director of another entity at our request, against all expense, loss or liability reasonably incurred or suffered in connection therewith. Our certificate of incorporation provides that indemnification includes the right to be paid expenses incurred in defending any proceeding in advance of its final disposition, provided, however, that such advance payment will only be made upon delivery to us of an undertaking, by or on behalf of the director or officer, to repay all amounts so advanced if it is ultimately determined that such director is not entitled to indemnification.

Section 145 of the Delaware General Corporation Law permits a corporation to indemnify any director or officer of the corporation against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with any action, suit or proceeding brought by reason of the fact that such person is or was a director or officer of the corporation, if such person acted in good faith and in a manner that he reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, if he or she had no reason to believe his or her conduct was unlawful. In a derivative action, (i.e., one brought by or on behalf of the corporation), indemnification may be provided only for expenses actually and reasonably incurred by any director or officer in connection with the defense or settlement of such an action or suit if such person acted in good faith and in a manner that he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, except that no indemnification shall be provided if such person shall have been adjudged to be liable to the corporation, unless and only to the extent that the court in which the action or suit was brought shall determine that the defendant is fairly and reasonably entitled to indemnity for such expenses despite such adjudication of liability.

The above limitations on liability and our indemnification obligations limit the personal liability of our directors and officers for monetary damages for breach of their fiduciary duty as directors by shifting the burden of such losses and expenses to us. Certain liabilities or expenses covered by our indemnification obligations may not be covered by such insurance or the coverage limitation amounts may be exceeded. As a result, we might need to use a significant amount of our funds to satisfy our indemnification obligations, which could severely harm our business and financial condition and limit the funds available to stockholders who may choose to bring a claim against the Company.

Our certificate of incorporation and by-laws include a forum selection clause, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees, or agents.

Our certificate of incorporation and by-laws provide that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for:

(a) any derivative action or proceeding brought on our behalf;

(b) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, employees, or agents to us or to our stockholders;

(c) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, the certificate of incorporation, or the by-laws; or

(d) any action asserting a claim governed by the internal affairs doctrine.

Except that our by-laws provide that as to each of (a) through (d) above, any claim (i) as to which such court determines that there is an indispensable party not subject to the jurisdiction of such court (and the indispensable party does not consent to the personal jurisdiction of such court within ten (10) days following such determination), (ii) which is vested in the exclusive jurisdiction of a court or forum other than such court or (iii) for which such court does not have subject matter jurisdiction. In no event, however, shall the Court of Chancery, under our by-laws, constitute an exclusive forum for actions, including derivative actions arising under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, thereby allowing any such actions to be filed in any court having jurisdiction. Our by-laws further provide that if the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for the matters specified above.

These exclusive-forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, employees, or agents, which may discourage lawsuits against us or our directors, officers, employees, or agent. If a court were to find either exclusive-forum provision in our certificate of incorporation or By-laws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving the dispute in other jurisdictions, which could seriously harm our business.

COMPARATIVE SHARE INFORMATION

The following table sets forth historical comparative share information for Mycotopia and Ei. on a stand-alone basis and unaudited pro forma combined share information for the six months ended June 30, 2022 and the year ended December 31, 2021, after giving effect to the mergers.

You should read the information in the following table in conjunction with the selected historical financial information included elsewhere in this proxy statement/prospectus, and the historical financial statements of Mycotopia and Ei. and related notes that are included elsewhere in this proxy statement/prospectus. The unaudited pro forma combined share information is derived from, and should be read in conjunction with, the unaudited pro forma combined financial statements and related notes included elsewhere in this proxy statement/prospectus.

The unaudited pro forma combined share information below does not purport to represent what the actual results of operations or the earnings per share would have been had the companies been combined during the periods presented, nor to project PSLY results of operations or earnings per share for any future date or period. The unaudited pro forma combined stockholders’ equity per share information below does not purport to represent what the value of Mycotopia and Ei. would have been had the companies been combined during the periods presented.

	As of June 30, 2022	As of December 31, 2021
Book Value Per Share
Ei. – Historical	$0.11	$(0.06)
Mycotopia Historical	$0.02	$0.02
PSLY/Ei./Mycotopia – Pro Forma Combined	$0.26	$(0.04)

	For the Six months Ended June 30, 2022	For the Year Ended December 31, 2021
Loss Per Common Share/Unit – Basic and Diluted
Ei. – Historical	$(0.17)	$(0.15)
Mycotopia Historical	$(0.10)	$(0.21)
PSLY/Ei./Mycotopia – Pro Forma Combined	$(0.16)	$(0.18)

MARKET PRICE AND DIVIDEND INFORMATION

MYCOTOPIA

Market Information

Mycotopia common stock is quoted on the Pink tier of the OTC Markets, Inc. under the symbol “TPIA”. Mycotopia stock has been thinly traded on the Pink Open Market and there can be no assurance that a liquid market for Mycotopia common stock will ever develop. The table below includes activity from the fiscal years ended December 31, 2021 and 2020 and for the third quarter of 2022 to date:

2022

	*High*	*Low*
3^rd Quarter (through August 22, 2022)	$0.67	$0.17
2^nd Quarter Ended June 30, 2022	$2.90	$0.34
1^st Quarter Ended March 31, 2022	$3.30	$2.10

2021

	*High*	*Low*
4^th Quarter Ended December 31, 2021	$5.23	$1.50
3^rd Quarter Ended September 30, 2021	$2.98	$1.57
2^nd Quarter Ended June 30, 2021	$5.00	$1.54
1^st Quarter Ended March 31, 2021	$9.00	$1.14

2020

	*High*	*Low*
4^th Quarter Ended December 31, 2020	$0.9999	$0.05
3^rd Quarter Ended September 30, 2020	$0.05	$0.05
2^nd Quarter Ended June 30, 2020	$0.15	$0.05
1^st Quarter Ended March 31, 2020	$0.168	$0.10

Holders

As of August 22, 2022, Mycotopia had 116 holders of record and 14,440,660 shares of common stock issued and outstanding.

Transfer Agent and Registrar

Colonial Stock Transfer Co., Inc.

7840 S. 700 E

Salt Lake City, UT 84070

Dividend Policy

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

EI.VENTURES, INC.

Historical market price information for Ei.’s common stock is not provided because there is no public market for Ei.’s common stock. For information regarding Ei.’s liquidity and capital resources, see “Ei.’s Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources.”

INFORMATION ABOUT THE PARTIES

Mycotopia Therapies Inc.

Mycotopia Therapies, Inc.

18851 NE 29th Ave. Suite 700

Aventura, FL 33180

(954) 233-3511

Mycotopia common stock is quoted on the OTC Pink Open Market under the symbol “TPIA.”

Ei.Ventures, Inc.

Ei.Ventures, Inc.

1215 South Kihei Road

Suite O PMB 424

Kihei, Hawaii 96753

Telephone: (808) 213-8191

Ei. is a start-up company formed in May 2019 with the ambition of being at the forefront of new industries and technologies. Ei. is engaging in developing innovative psychoactive therapeutic compounds and delivery systems that address global mental healthcare needs, as well as non-psychoactive nutritional supplements.

PSLY Inc.

PSLY.com, Inc.

1215 South Kihei Road

Suite O PMB 424

Kihei, Hawaii 96753

Telephone: (808) 500-5779

PSLY has applied to have its common stock listed on the NASDAQ Capital Market under the symbol “PSLY”. The business of PSLY will be the combined businesses currently conducted by Ei. and Mycotopia.

THE MERGER

The following is a discussion of the merger and the material terms of the merger agreement relating to the Mycotopia merger. We recommend that you read carefully the merger agreement in its entirety, a copy of which is attached as Appendix A to this proxy statement/prospectus. This summary does not purport to be complete and may not contain all of the information about the merger agreement that is important to you. This section is not intended to provide you with any factual information about PSLY, Ei. or Mycotopia. Such information can be found elsewhere in this proxy statement/prospectus and in the public filings Mycotopia makes with the SEC, as described in the section entitled “WHERE YOU CAN FIND MORE INFORMATION” beginning on page [__].

Terms of the Merger

The Merger

Upon the terms and conditions set forth in the merger agreement, Merger Sub E will merge with and into Ei., with Ei. surviving the merger as a wholly owned subsidiary of PSLY. The merger of Merger Sub E and Ei. is referred to herein as the Ei. merger.

Upon the terms and conditions set forth in the merger agreement, Merger Sub M will merge with and into Mycotopia, with Mycotopia surviving the merger as a wholly owned subsidiary of PSLY. The merger of Merger Sub M and Mycotopia is referred to herein as the Mycotopia merger.

Terms of the Merger

Each of the Ei. board of directors and the Mycotopia board of directors has approved the merger agreement, which provides for the Ei. merger and the Mycotopia merger. Ei. and Mycotopia will be the surviving entities in the mergers; however, at that time, they will both be wholly-owned subsidiaries of PSLY.

The certificate of incorporation and bylaws of Ei. will be amended and restated effective at the time of the Ei. merger and will thereafter be the certificate of incorporation and bylaws of the surviving corporation of the Ei. merger.

The certificate of incorporation and bylaws of Mycotopia will be amended and restated effective at the time of the Mycotopia merger and will thereafter be the certificate of incorporation and bylaws of the surviving corporation of the Mycotopia merger.

Exchange Ratios of Common Stock

At the effective time, each share Ei. common stock will be converted into the right to receive a number of shares of PSLY common stock equal to (i) the sum of $360,000,000 plus the amount of funds raised by Ei. under its Regulation A offering since December 6, 2021 and under its Regulation D offering since March 28, 2022 (ii) divided by $1.56, the result of which is divided by (iii) the product of the total number of shares of EI common stock then issued and outstanding times four. We refer to the result produced by this calculation as the Ei. exchange ratio. As of the date hereof, that calculation would result in each share of Ei. common stock being converted into 0.89274 validly issued, fully paid and non-assessable shares of PSLY common stock. At the effective time, each share of Ei. common stock that is owned directly by PSLY or Merger Sub E or held in Ei.’s treasury will automatically be canceled and cease to exist, and no consideration will be paid in exchange therefor.

At the effective time, each share of Mycotopia common stock will be converted into the right to receive 0.25 validly issued, fully paid and non-assessable share of PSLY common stock, which we refer to as the Mycotopia exchange ratio. At the effective time, each share of Mycotopia common stock that is owned directly by PSLY or Merger Sub M or held in Mycotopia’s treasury will automatically be canceled and cease to exist, and no consideration will be paid in exchange therefor.

At the effective time of the mergers, Ei. shareholders will own approximately 59.5 million shares issued and outstanding of PSLY and Mycotopia shareholders will own approximately 4.3 million shares issued and outstanding of PSLY. In addition, Ei. shareholders will hold approximately 4.7 million options outstanding of PSLY and Mycotopia will hold approximately 2.8 million of warrants or convertible notes.

Treatment of Equity Awards

By virtue of the Ei. merger and without any action on the part of the holders thereof, each (i) Ei. stock option issued on or before September 11, 2020, whether vested or unvested, that is outstanding and unexercised as of immediately prior to the effective time of the Ei. merger will, as of such effective time, be converted into an option to acquire, on the same terms and conditions (including with respect to exercisability and the ability to pay the exercise price and satisfy applicable tax or other withholding obligations by reduction of the amount of shares otherwise deliverable) as were applicable to such Ei. stock option immediately prior to such effective time except the vesting of such Ei. stock options will be accelerated, and (ii) Ei. stock option issued on or after September 12, 2020, whether vested or unvested, that is outstanding and unexercised as of immediately prior to the effective time of the Ei. merger will, as of such effective time, be converted into an option to acquire, on the same terms and conditions (including with respect to vesting, exercisability and the ability to pay the exercise price and satisfy applicable tax or other withholding obligations by reduction of the amount of shares otherwise deliverable) as were applicable to such Ei. stock option immediately prior to such effective time, the number of shares of PSLY common stock (rounded, if necessary, up to the nearest whole share) determined by multiplying the number of shares of Ei. common stock subject to such Ei. stock option as of immediately prior to the effective time of the Ei. merger by the Ei. exchange ratio, at an exercise price per share of PSLY common stock (rounded, if necessary, up to the nearest one-tenth of one cent) equal to the exercise price per share of Ei. common stock under such Ei. stock option divided by the Ei. exchange ratio, in all cases in a manner that is consistent with Sections 424(a) and Section 409A of the Internal Revenue Code and the respective regulations promulgated thereunder.

By virtue of the Mycotopia merger and without any action on the part of the holders thereof, each warrant issued by Mycotopia, whether vested or unvested, that is outstanding and unexercised as of immediately prior to the effective time of the Mycotopia merger shall, as of the effective time of the Mycotopia merger, shall be converted into a warrant to acquire, on the same terms and conditions (including with respect to exercisability and the ability to pay the exercise price and satisfy applicable tax or other withholding obligations by reduction of the amount of shares otherwise deliverable) as were applicable to such Mycotopia warrant immediately prior to the effective time of the Mycotopia merger, the number of shares of PSLY common stock (rounded, if necessary, up to the nearest whole share) determined by multiplying the number of shares of Mycotopia common stock subject to such Mycotopia warrant as of immediately prior to the effective time of the Mycotopia merger by the Mycotopia exchange ratio, at an exercise price per share of PSLY common stock (rounded, if necessary, up to the nearest one-tenth of one cent) equal to the exercise price per share of Mycotopia common stock under such Mycotopia warrant divided by the Mycotopia exchange ratio.

Background of the Transaction and Merger

The following chronology summarizes the key meetings and events that led to the signing of the merger agreement. The following chronology does not purport to catalogue every conversation among members of the Ei. board, Mycotopia board, members of Ei.’s and Mycotopia’s management, or Ei.’s and Mycotopia’s representatives and other parties.

The board of directors and management of Mycotopia regularly review Mycotopia’s future prospects for earnings and asset growth as well as the implementation and viability of Mycotopia’s strategic initiatives. From time to time, the board of directors and management of Mycotopia review and discuss Mycotopia’s long-term objectives and consider ways to enhance shareholder value and performance of the organization. This strategic planning exercise generally has included an evaluation of the merits and drawbacks of (a) continuing to operate as an independent company, (b) continued expansion through organic growth and the strategic acquisition of other companies, and (c) entering into a strategic merger with another company. These reviews and strategic discussions have focused on, among other things, prospects and developments in Mycotopia’s business, including Mycotopia’s ability to increase capital to support operations and growth. Management of Mycotopia has also engaged in, from time to time and as part of its growth strategy, discussions with executives of other institutions in the psychedelic regulated drug development industry, including with respect to potential strategic transactions to enhance shareholder value, liquidity and return on investment.

In August of 2021, Ei. management, David Nikzad, Chief Executive Officer, and Jason Hobson, Chief Operating Officer of Ei., were introduced to representatives of Mycotopia to discuss potential business combination opportunities. As part of these preliminary discussions with Mycotopia, Mr. Nikzad expressed Ei.’s potential interest in establishing relationships with potential strategic merger partners. Mycotopia’s Chief Executive Officer, Benjamin Kaplan, expressed Mycotopia’s interest in pursuing strategic discussions that could lead to growth opportunities for Mycotopia’s business and enhanced liquidity opportunities for Mycotopia’s shareholders.

Mycotopia and Ei. signed a mutual nondisclosure agreement to allow them to share information and evaluate the potential synergies of a strategic combination.

Throughout September, October, and the first half of November of 2021, Ei. management met several times with Mycotopia management to discuss market conditions, potential synergies, the terms of a potential transaction and diligence requests. During these meetings, the management teams of Ei. and Mycotopia discussed their recent performance, business plans, and outlook for the future.

The discussion between Mycotopia and Ei. focused on product development, intellectual property, the prospects for the psychedelic regulated drug industry, the need to raise additional capital, and strategies for enhancing shareholder value for both entities.

Based on these discussions and after review by the senior executives of each of Mycotopia and Ei. and their respective boards, Mycotopia sent Ei an initial letter of intent, regarding a possible business combination. The parties negotiated the terms of the LOI, including the implied equity value of Ei. and the date on which Mycotopia’s shares would be valued by the market for purposes of the business combination.

Ei. and Mycotopia executed an initial letter of intent on November 19, 2021 with an 11-day exclusivity provision.

Mycotopia’s outside counsel, Jonathan Leinwand, began working on a draft merger agreement and continued his due diligence investigation of Ei. On or about November 21, 2021, Ei. engaged Potomac Law Group PLLC (“PLG”), its outside counsel, to assist with the merger agreement and conducting legal due diligence of Mycotopia.

On November 24, 2021, Mr. Leinwand delivered a first draft of the merger agreement to Ei. and PLG. The initial structure of the merger agreement contemplated Mycotopia acquiring Ei. in an all-stock transaction. This transaction would have resulted in Mycotopia owning all of Ei., but the Ei. stockholders owning over 75% of the issued and outstanding shares of common stock of Mycotopia, based on the agreed valuation for Ei. and the then current market value of Mycotopia shares.

After receipt of the draft merger agreement, Ei. management reviewed and discussed it with PLG over the following week. After circulating initial comments to Ei. management and further discussing the merger agreement, PLG sent a revised draft of the merger agreement to Mr. Leinwand on December 3, 2021.

Over the next several days, the parties discussed the timing of the transaction. Ei. was in the midst of an offering of its common stock under Regulation A of the federal securities laws. The offering was going well and Ei. decided it wanted to continue raising additional capital under the Regulation A offering. Based on this, the parties amended the LOI on December 6 to extend the termination date and exclusivity period to December 22, 2021.

In connection with the amendment of the LOI, the parties filed a press release on December 7, 2021 disclosing the amended LOI. The amended LOI provided that the valuation of Mycotopia’s shares for purposes of the merger agreement would be fixed at the value on the trading day prior to the press release, which was $1.56 per share.

Over the next several weeks, the parties decided to suspend efforts to finalize and sign the merger agreement until after Ei. completed its Regulation A offering. Ei.’s Regulation A offering terminated on March 22, 2022.

Between December of 2021 and March of 2022, the parties decided to modify the structure of the proposed merger transaction. The parties decided to create a new entity, PSLY, which would become the parent of both Ei. and Mycotopia in all stock merger transactions. Upon completion of the mergers, PSLY would own 100% of each of Ei. and Mycotopia. The economics of the exchange ratios remained the same as contemplated by the amended LOI.

On March 22, 2022, PLG distributed a revised draft of the merger agreement reflecting the new structure to Jonathan Leinwand. Mr. Leinwand and PLG discussed the revised draft and confirmed that the key economic terms were satisfactory, subject to completion of legal diligence and the related disclosure schedules.

Following the agreement in principal of the key economic terms between Mycotopia and Ei., the parties discussed the current consulting agreement between Mycotopia and its CEO, Benjamin Kaplan. The parties agreed that current board agreements and consulting agreements of Mycotopia should all be terminated as a condition to closing of the merger transactions.

The parties are discussing arrangements for board compensation and a new consulting role for Mr. Kaplan in connection with the combined companies operating under PSLY following the completion of the mergers. However, as of the date hereof, the proposed consulting agreement and board compensation terms with Mr. Kaplan have not been finalized.

Between the end of March, 2022 and the second week of May 2022, the parties spent time completing their respective legal due diligence reviews and preparing their related confirmatory disclosure schedules. The parties exchanged revised versions of the merger agreement, but the fundamental economic provisions remained unchanged.

In the second week of May, the parties communicated their satisfaction with the terms of the merger agreement and the results of their diligence reviews. The board of directors of each of Mycotopia and Ei. completed a final review and analysis of the terms of the merger agreement from May 15^th through May 17^th. Each board determined that the transaction was in the best interest of its corporation and its stockholders and entered into a unanimous written consent to such effect authorizing their respective officers to enter into the merger agreement and recommending it to its stockholders for approval at meetings to be scheduled for purposes of obtaining the requisite stockholder approval.

The parties entered into the merger agreement on dated as of May 17, 2022. On May 19, 2022, the parties issued a joint press release publicly announcing the merger agreement.

Recommendation of the Mycotopia Board of Directors and Reasons for Approval of the Merger

After careful consideration, Mycotopia’s board of directors recommends that Mycotopia stockholders vote “FOR” each proposal being submitted to a vote of Mycotopia’s stockholders at the special meeting.

Mycotopia’s board of directors considered a wide variety of factors in connection with its evaluation of the merger. In light of the complexity of those factors, Mycotopia’s board of directors, as a whole, did not consider it practicable to, nor did it attempt to, quantify or otherwise assign relative weights to the specific factors it took into account in reaching its decision. Individual members of Mycotopia’s board of directors may have given different weight to different factors. Mycotopia board of directors’ reasons for approval of the merger, and all other information presented in this section, is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Note Regarding Forward-Looking Statements.”

Before reaching its decision, Mycotopia’s board of directors reviewed the results of due diligence conducted by Mycotopia’s management, together with its advisors, which included, among other things:

·extensive meetings with Ei.’s and PSLY’s management team regarding operations and forecasts;

·research on the use of non-traditional psychoactive compounds for the treatment of mental health issues, including historical growth trends and market share information as well as end-market size and growth projections;

·consultation with Mycotopia’s management and legal and financial advisors;

·review of current and forecasted industry and market conditions;

·our own financial and valuation analysis of Ei. and PSLY and the merger and opportunities for the combined companies;

·Ei.’s audited and unaudited financial statements; and

·A review of the information filed by Ei. with the Securities and Exchange Commission.

In considering the merger, Mycotopia’s board of directors considered the following positive factors, although not weighted or in any order of significance:

·Capitalization. Ei.’s cash on hand and ability to raise money through the capital markets as evidenced by their successful Regulation A Offering.

·Proven Existing Management Team. E.i and PSLY have an experienced management team with a proven track record of operational excellence. We are confident in the management team’s deep industry knowledge and strategic vision and believe that the Mycotopia and E.i/PSLY.com teams will form a collaborative and effective long-term partnership that is positioned to create and enhance stockholder value going forward.

·Compelling Financial Metrics and Valuation. The proposed pro forma balance sheet of the combined companies shows a strong cash position that will allow for the realization of proposed business initiatives. Additionally, Ei. was able to raise capital at a strong valuation of $360 million.

·Terms of the Merger Agreement. Our board of directors reviewed the financial and other terms and conditions of the merger agreement and determined that they were reasonable and were the product of arm’s-length negotiations among the parties.

·Stockholder Approval. Our board of directors considered that the majority owner of Mycotopia, Ehave Inc., was in favor of the transaction as proposed.

Other Alternatives. Our board of directors’ belief is that the merger represents the best potential business combination for Mycotopia based upon the process utilized to evaluate and assess other potential acquisition targets, and our board of directors’ and management’s belief that such processes had not presented a better alternative.

In the course of its deliberations, our board of directors also considered a variety of uncertainties, risks and other potentially negative factors relevant to the transaction, including, among others, the following:

·The risk relating to the uncertainty with respect to the prospects for Ei. and PSLY.

·The risks relating to the current market conditions related to companies in the psychedelics market

·The risk that investments in the metaverse are highly speculative.

·The risks relating to Ei.’s and PSLY’s ability to execute its business model.

·The risks relating to Ei.’s status as an early-stage company with a history of operating losses.

·The risks posed by the fact that there is no PIPE as part of the merger, since public investors often rely on PIPE investors for third-party validation of the valuation of a transaction.

·The risks associated with macroeconomic uncertainty.

·The risk that Ei. might not able to protect its trade secrets or maintain its trademarks, patents and other intellectual property consistent with historical practice.

·The risk that key employees of Ei. might not remain with Ei. following the closing.

·The possibility of litigation challenging the merger.

·The challenge of attracting and retaining senior management personnel.

·The significant fees and expenses associated with completing the merger and related transactions and the substantial time and effort of management required to complete the merger.

·The other risks described in the section entitled “Risk Factors.”

After considering the foregoing potentially negative and potentially positive reasons, our board of directors concluded, in its business judgment, that the potentially positive reasons for consummating the merger outweighed the factors for not consummating the merger. In connection with its deliberations, our board of directors did not consider the fairness of the consideration to be paid by Mycotopia in the merger to any person other than Mycotopia.

Management and Board of Directors of PSLY After the Transaction

Immediately after consummation of the Mergers, PSLY’s board of directors will consist of six directors, including David Nikzad, Jason Hobson, Benjamin Kaplan, and the following independent directors Eric Baum, Mark Croskery Matthew Thelan.

Interest of Mycotopia Directors and Executive Officers in the Merger

Interest of Mycotopia’s Directors.

Upon consummation of the Transaction the current agreements with Mycotopia’s directors will terminate. As of the date of this Proxy Statement/Registration Statement, PSLY has not entered into any agreement with either director of Mycotopia to be a director of the post-transaction company. The current agreements with the directors will be paid through the date of the Transaction.

Interest of Mycotopia’s Officers.

Mycotopia shareholders should be aware that Benjamin Kaplan, Chief Executive Officer of Mycotopia, may have interests in the transactions that are different from, or are in addition to, the interests of Mycotopia shareholders generally. Mycotopia’s Board of Directors was aware of these interests during its deliberations on the merits of the transactions (to the extent such interests existed at such time) and in deciding to recommend that the Mycotopia shareholders vote for the approval of the Transaction and related proposals. Mr. Kaplan has not entered into an agreement to serve as an officer of PSLY or its subsidiaries following the Transaction, though he remains in discussions to have a post-Transaction role.

Interests of Mr. Kaplan.

Interest of Certain Persons in Matters to be Voted Upon

The following table sets forth certain information as of the record date about outstanding common shares and warrants held by the officers and directors of Mycotopia. In the merger, all of the common shares and warrants will be converted into PSLY.com common stock. The following chart shows the options held by Mycotopia’s executive officers, including Mycotopia’s named executive officers:

Name	Mycotopia Common Shares	Warrants to Acquire Mycotopia Common Shares
Benjamin Kaplan	250,000	Warrant for 824,341 Mycotopia Common Shares⁽¹⁾
Mark Croskery	16,912	-

(1)Mr. Kaplan is also the owner of 17,705,121 (approximately 6%) shares of Ehave, Inc., the controlling shareholder of Mycotopia.

The members of the Mycotopia board of directors were informed of the material elements of these additional interests and considered them when they approved the merger agreement.

Exchange of Shares for Merger Consideration

Colonial Stock Transfer and Trust will act as exchange agent in the merger and in that role will process the exchange of Mycotopia stock certificates for PSLY common stock. Do not forward your Mycotopia stock certificates with your proxy card.

Deposit with Exchange Agent. At the effective time, for the benefit of the holders of Mycotopia stock certificates and/or book-entry shares, PSLY will deliver to the exchange agent, to be given to the holders of Mycotopia common stock in exchange for their certificates and book-entry shares as provided for in the merger agreement, evidence of shares in book entry form, representing the number of whole shares of PSLY common stock issuable to the holders of Mycotopia common stock as the merger consideration. The exchange agent will not be entitled to vote or exercise any rights of ownership with respect to the shares of PSLY common stock held by it from time to time hereunder, except that it will receive and hold all dividends or other distributions paid or distributed with respect to such shares of PSLY common stock for the account of the persons entitled thereto.

Mailing of Transmittal Material. As promptly as practicable, but in no event later than five (5) business days prior to the effective time, Mycotopia will deliver, or cause to be delivered, to the exchange agent all information which is reasonably necessary for the exchange agent to perform its obligations as specified herein. As promptly as practicable after the effective time, but in no event later than three (3) business days following the effective time, PSLY will cause the exchange agent to mail and otherwise make available to each holder of record of Mycotopia common stock, a notice and a form of letter of transmittal, in a form reasonably acceptable to Mycotopia (which will specify that delivery will be effected, and risk of loss and title to such certificate(s) theretofore representing shares of Mycotopia common stock will pass, only upon proper delivery of such certificate(s) to the exchange agent or transfer of book-entry shares to the exchange agent), advising such holder of the effectiveness of the merger and the instructions and procedure for surrendering to the exchange agent such certificate(s) or book-entry shares in exchange for book-entry shares representing the number of whole shares of PSLY common stock which the shares of Mycotopia common stock represented by such certificate(s) or book-entry shares will have been converted into the right to receive pursuant to the merger agreement as well as any dividends or distributions to be paid in respect of such shares pursuant to the merger agreement. A letter of transmittal will be properly completed only if accompanied by a certificate or certificates or instructions to transfer book-entry shares representing all shares of Mycotopia common stock covered thereby, subject to the provisions below – “Exchange Agent Deliveries”.

Issued Shares. All shares of PSLY common stock to be issued pursuant to the merger will be deemed issued and outstanding as of the effective time and whenever a dividend or other distribution is declared by PSLY in respect of the PSLY common stock, the record date for which is at or after the effective time, that declaration will include dividends or other distributions in respect of all shares of PSLY common stock issuable pursuant to the merger agreement. No dividends or other distributions in respect of the PSLY common stock will be paid to any holder of any unsurrendered certificate or book-entry shares until such certificate (or affidavits of loss in lieu of the certificate as provided below – “Lost or Destroyed certificates; Issuances of PSLY Common Stock in New Names) or book-entry shares are surrendered for exchange in accordance with the merger agreement. Subject to the effect of applicable laws, following the surrender of any such certificate (or affidavits of loss in lieu of the certificate as provided – “Lost or Destroyed certificates; Issuances of PSLY Common Stock in New Names) or book-entry shares, there will be issued and/or paid to the holder of the book-entry shares representing whole shares of PSLY common stock issued in exchange therefor, without interest, (A) at the time of such surrender, any unpaid dividends or other distributions with a record date at or after the effective time theretofore payable with respect to such whole shares of PSLY common stock and (B) at the appropriate payment date, the dividends or other distributions payable with respect to such whole shares of PSLY common stock with a record date at or after the effective time but with a payment date subsequent to surrender.

Exchange Agent Deliveries. Each holder of an outstanding certificate or certificates or book-entry shares who has surrendered such certificate or certificates or book-entry shares to the exchange agent will, upon acceptance thereof by the exchange agent, be entitled to evidence of issuance in book entry form, the number of whole shares of PSLY common stock into which the aggregate number of shares of Mycotopia common stock previously represented by such certificate or certificates or book-entry shares surrendered will have been converted pursuant to the merger agreement and any other distribution theretofore paid with respect to PSLY common stock issuable in the merger, in each case, without interest. The exchange agent will accept such certificates or book-entry shares upon compliance with such reasonable terms and conditions as the exchange agent may impose consistent with the notice and form of letter of transmittal to effect an orderly exchange thereof in accordance with normal exchange practices.

Each outstanding certificate or book-entry share which prior to the effective time represented Mycotopia common stock and which is not surrendered to the exchange agent in accordance with the procedures provided for herein will, except as otherwise herein provided, until duly surrendered to the exchange agent, be deemed to evidence ownership of the number of shares of PSLY common stock into which such Mycotopia common stock will have been converted. After the effective time, there will be no further transfer on the records of Mycotopia of certificates or book-entry shares representing shares of Mycotopia common stock and, if such certificates or book-entry shares are presented to Mycotopia for transfer, they will be cancelled against delivery of book entry shares representing PSLY common stock as hereinabove provided.

Lost or Destroyed certificates; Issuances of PSLY Common Stock in New Names. The exchange agent will not be obligated to deliver book-entry shares representing shares of PSLY common stock to which a holder of Mycotopia common stock would otherwise be entitled as a result of the merger until such holder surrenders the certificate or certificates representing the shares of Mycotopia common stock for exchange as provided in the merger agreement, or, in default thereof, an appropriate affidavit of loss and indemnity agreement and/or a bond in an amount as may be reasonably required in each case by PSLY. If any book entry shares of PSLY common stock are to be issued in a name other than that in which the certificate evidencing Mycotopia common stock surrendered in exchange therefore is registered, it will be a condition of the issuance thereof that the certificate so surrendered will be properly endorsed or accompanied by an executed form of assignment separate from the certificate and otherwise in proper form for transfer and that the person requesting such exchange pay to the exchange agent any transfer or other tax required by reason of the issuance of book entry shares of PSLY common stock in any name other than that of the registered holder of the certificate or book-entry shares surrendered or otherwise establish to the satisfaction of the exchange agent that such Tax has been paid or is not payable.

Unclaimed merger consideration. The exchange of shares of Mycotopia common stock for the merger consideration as provided in the merger agreement will be administered by the exchange agent until such time as any unclaimed portion thereof is required to be

delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. Neither the exchange agent nor any party to the merger agreement will be liable to any holder of stock represented by any certificate or book-entry share for any consideration paid to a public official pursuant to applicable abandoned property, escheat or similar laws. The exchange agent will be entitled to rely upon the stock transfer books of Mycotopia to establish the identity of those persons entitled to receive the consideration specified in the merger agreement, which books will be conclusive (absent manifest error) with respect thereto. In the event of a dispute with respect to ownership of stock represented by any certificate or book-entry share, the exchange agent will be entitled to deposit any consideration represented thereby in escrow with an independent third party and thereafter be relieved with respect to any claims thereto.

No Fractional Shares. No fraction of a share of PSLY common stock will be issued by virtue of the merger, but in lieu thereof, each holder of Mycotopia common stock who would otherwise be entitled to a fraction of a share of PSLY common stock (after aggregating all fractional shares of PSLY common stock that otherwise would be received by such holder) will be automatically converted into the right to receive one full additional share of PSLY common stock.

Withholding Rights. PSLY (through the exchange agent, if applicable) will be entitled to deduct and withhold from any amounts otherwise payable pursuant to the merger agreement to any holder of shares of Mycotopia common stock or Mycotopia stock awards such amounts as PSLY reasonably determines is required under the Internal Revenue Code or any state, local or foreign tax law or regulation thereunder to deduct and withhold with respect to the making of such payment, and to collect any necessary tax forms or other necessary information. Any amounts so withheld will be treated for all purposes of the merger agreement as having been paid to the holder of Mycotopia common stock or Mycotopia stock award, as applicable, in respect of which such deduction and withholding was made by PSLY.

Appraisal Rights

Mycotopia stockholders are entitled to appraisal rights in connection with the merger under Chapter 92A (Section 300 through 500 inclusive) of the Nevada Revised Statutes, a copy of which is attached hereto as Appendix B, and the section titled “APPRAISAL RIGHTS OF MYCOTOPIA STOCKHOLDERS” in this proxy statement/prospectus.

Public Trading Markets

Mycotopia’s common stock currently trades on the OTC Markets Pink Open Market under the symbol “TPIA”. Following the merger, Mycotopia stock will not be listed.

PSLY’s common stock currently is not listed; however, a condition to the effectiveness of the merger is that PSLY’s common stock be approved for listing on the Nasdaq Capital Market, subject to official notice of issuance. PSLY has applied to have its shares of common stock listed on the Nasdaq Capital Market under the symbol “PSLY.”

Voting Agreements

Pursuant to the voting agreements, each supporting stockholder has agreed, among other things to, vote or cause to be voted the shares owned by such supporting stockholder in favor of (i) the adoption of the Merger Agreement and approval of the applicable Merger and (b) against (i) any action or proposal that would constitute a breach in any respect of any covenant, representation or warranty under the Merger Agreement or of such supporting stockholder under the applicable voting agreement, or that reasonably would be expected to prevent, impede, frustrate, interfere with, delay, postpone or adversely affect the contemplated Mergers, (ii) any alternative proposal or any proposal relating to an alternative proposal, or (iii) any proposal in opposition to approval of the Merger Agreement or in competition with or materially inconsistent with the Merger Agreement. See “THE MERGER AGREEMENT – Voting and Support Agreements.”

Accounting Treatment

While PSLY will be the legal acquirer, the merger will be accounted for as a reverse acquisition using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) Topic 805, “Business Combinations” (“ASC 805”). Ei. will be deemed the accounting acquirer in the business combination for accounting purposes and Mycotopia will be treated as the acquiree, based on a number of factors considered at the time of preparation of this proxy statement/prospectus, including control over the post-merger company as evidenced by the composition of executive management and the board of directors as well as the relative

equity ownership after the closing of the business combination. The application of acquisition accounting of is dependent upon the working capital positions at the closing of the business combination, is dependent on other factors such as the share price of Mycotopia immediately prior to the closing of the merger and is dependent on certain valuations and other studies that have yet to progress to a stage where there is sufficient information for a definitive measurement. The combined company will complete the valuations and other studies upon completion of the business combination and will finalize the purchase price allocation as soon as practicable within the measurement period. Consolidated financial statements of PSLY issued after the consummation of the merger will reflect such values. In addition, costs incurred in connection with the business combination will be expensed as incurred unless related to the equity issuance. The operating results of Mycotopia will be included in PSLY’s consolidated financial statements from the date the merger is consummated and forward.

Resale of PSLY Common Stock

The shares of PSLY common stock to be issued to stockholders of Mycotopia under the merger agreement have been registered under the Securities Act of 1933 and may be freely traded without restriction by holders, including holders who were affiliates of Mycotopia on the date of the special meeting (except for such holders who become affiliates of PSLY as of the effective time of the merger via their appointment to the board of directors of PSLY or otherwise).

THE MERGER AGREEMENT

The following is a summary of the material terms and conditions of the merger agreement. This summary does not purport to be complete and may not contain all of the information about the merger agreement that is important to you. This summary is qualified in its entirety by reference to the merger agreement, a copy of which is attached as Appendix A to, and incorporated by reference into, this proxy statement/prospectus. The rights and obligations of the parties are governed by the express terms and conditions of the merger agreement and not by this summary or any other information contained in this proxy statement/prospectus. We recommend that you read the merger agreement carefully and in its entirety before making any decisions regarding the merger.

The Mergers

Closing

The closing of the mergers will take place at 10:00 a.m., New York City time, as soon as practicable (and, in any event, within two business days) after satisfaction or waiver of all conditions to be satisfied at or prior to the closing, unless the merger agreement has been terminated pursuant to its terms or unless another time or date is agreed to in writing by the parties. The closing will be held at the offices of Potomac Law Group, PLLC or as otherwise may be agreed to in writing by the parties. The date on which the closing occurs is referred to herein as the closing date.

Effective Time

Subject to the provisions of the merger agreement, as soon as practicable on the closing date, the parties will cause the Ei. merger to be consummated by filing with the Secretary of State of the State of Delaware a certificate of merger with respect to the merger, duly executed and completed in accordance with the relevant provisions of the Delaware General Corporation Law (“DGCL”), and will make all other filings or recordings required under the DGCL.

Subject to the provisions of the merger agreement, as soon as practicable on the closing date, the parties will cause the Mycotopia merger to be consummated by filing with the Secretary of State of the State of Nevada a certificate of merger with respect to the merger, duly executed and completed in accordance with the relevant provisions of the Nevada Revised Statutes (“NML”), and will make all other filings or recordings required under the NML.

The mergers will become effective concurrently. We refer to the time at which the mergers becomes effective as the effective time.

Terms of the Mergers

Exchange Ratios of Common Stock

At the effective time, each share Ei. common stock will be converted into the right to receive a number of shares of PSLY common stock equal to (i) the sum of $360,000,000 plus the amount of funds raised by Ei. under its Regulation A offering since December 6, 2021 and under its Regulation D offering since March 28, 2022 (ii) divided by $1.56, the result of which is divided by (iii) the product of the total number of shares of Ei. common stock then issued and outstanding times four. We refer to the result produced by this calculation as the Ei. exchange ratio. As of the date hereof, that calculation would result in each share of Ei. common stock being converted into 0.89274 validly issued, fully paid and non-assessable shares of PSLY common stock. At the effective time, each share

of Ei. common stock that is owned directly by PSLY or Merger Sub E or held in Ei.’s treasury will automatically be canceled and cease to exist, and no consideration will be paid in exchange therefor.

Treatment of Equity Awards

Representations and Warranties

The merger agreement contains representations and warranties made by Ei. and Mycotopia. These include, among other things, representations and warranties regarding:

•organization, corporate power, good standing, qualification to do business and corporate records of Ei, Mycotopia, and each of their respective subsidiaries;

•capitalization, including the number of shares of common stock, preferred stock, stock options and other stock-based awards outstanding and the ownership of the capital stock of each of its significant subsidiaries;

•authority to execute and deliver and perform its obligations under, and to consummate the transactions contemplated by, the merger agreement and the enforceability of the merger agreement against the party;

•the absence of conflicts with, or violations of, organizational documents, applicable law and certain contracts as a result of entering into the merger agreement and consummating the merger and the other transactions contemplated thereby;

•the consents and approvals required in connection with the transactions contemplated by the merger agreement;

•SEC documents, financial statements, internal controls and accounting or auditing practices;

•the absence of undisclosed liabilities and off-balance sheet arrangements;

•the absence of a material adverse effect since September 30, 2021;

•employee benefit matters, including matters related to employee benefit plans, and compliance with the Employee Retirement Income Security Act of 1974, as amended;

•labor and employment matters, including matters related to collective bargaining agreements, agreements with works councils, and labor practices;

•absence of certain litigation and governmental orders;

•tax matters;

•compliance with applicable laws and permits;

•environmental matters;

•intellectual property matters;

•owned and leased real property;

•certain material contracts

•compliance with the Foreign Corrupt Practices Act of 1977, as amended and similar anti-corruption/anti-bribery laws in other jurisdictions;

•maintenance of insurance adequate and customary in the industry;

•broker’s fees and expenses payable in connection with the merger;

•applicable stockholder vote in connection with the transactions contemplated by the merger agreement;

•the inapplicability of state takeover statutes to the transactions contemplated by the merger agreement;

•certain significant customers and suppliers;

•transactions with affiliates;

•compliance with privacy and data security laws;

•sufficiency of assets;

•applicability of the CARES Act; and

•full disclosure of information.

The merger agreement also contains representations and warranties made by PSLY. These include, among other things, representations and warranties regarding:

•organization, corporate power, good standing, qualification to do business and corporate records of Ei, Mycotopia, and each of their respective subsidiaries;

•the consents and approvals required in connection with the transactions contemplated by the merger agreement; and

•that it has not engaged in any business activities other than in connection with the merger agreement.

The assertions embodied in the representations and warranties in the merger agreement were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the merger agreement. In particular, the assertions embodied in the representations and warranties were made as of a specified date, are modified or qualified by information in one or more confidential disclosure letters prepared in connection with the execution and delivery of the merger agreement, may be subject to a contractual standard of materiality different from what might be viewed as material to investors, or may have been used for the purpose of allocating risk between the parties. Accordingly, the representations and warranties in the merger agreement are not necessarily characterizations of the actual state of facts about Ei, Mycotopia or the other parties at the time they were made or otherwise and should only be read in conjunction with the other information set forth in this proxy statement/prospectus or that any party makes publicly available in reports, statements and other documents filed with the SEC.

Conduct of Business

Each of Ei. and Mycotopia has undertaken certain covenants in the merger agreement restricting the conduct of its businesses between May 17, 2022 (the date of the merger agreement) and the effective time of the Ei. merger or the Mycotopia merger, as applicable. In general, each of Ei. and Mycotopia has agreed to conduct its business and the business of its respective subsidiaries in the ordinary course of business consistent with past practice and to use its respective reasonable best efforts to company with all applicable laws, to preserve intact its current business organizations, to preserve its business organizations intact and maintain existing relations and goodwill with customers, suppliers, distributors, creditors, lessors, licensors, licensees, governmental authorities, employees, agents, consultants, and business associates, and to keep available the services of its present employees, agents and consultants, subject to certain excepts during any period of full or partial suspension of operations related to a disease outbreak, including the COVID-19 pandemic.

In addition to these agreements regarding conduct of business generally, each of Ei. and Mycotopia has agreed to various specific restrictions relating to the conduct of its business, including with respect to the following (subject in each case to exceptions specified in the merger agreement, previously disclosed in writing to the other party as provided in the merger agreement or as consented to in writing):

•amend or propose any change to its organizational documents or other similar governing documents;

•merge or consolidate with any other Person, except for any such transactions among its wholly owned subsidiaries, or restructure, reorganize or completely or partially liquidate or otherwise enter into any agreements or arrangements imposing material changes or restrictions on its assets, operations or businesses;

•acquire assets outside of the ordinary course of business from any other Person with a value or purchase price in the aggregate in excess of $3.6 million in any transaction or series of related transactions, other than acquisitions pursuant to contracts in effect as of the date of the merger agreement;

•except for the issuance of shares upon the exercise of employee plan options outstanding on the date of the merger agreement, issue, sell, pledge, dispose of, grant, transfer, encumber, or authorize the issuance, sale, pledge, disposition, grant, transfer, lease, license, guarantee or encumbrance of, any of its shares or any stock of any of its subsidiaries (other than the issuance of shares by a wholly owned subsidiary to it or another of its wholly owned subsidiaries), or securities convertible or exchangeable into or exercisable for any shares of such capital stock, or any options, warrants or other rights of any kind to acquire any shares of such capital stock or such convertible or exchangeable securities;

•create or incur any Lien on any of its or its subsidiaries’ assets having a value in excess of $3.6 million;

•make any loans, advances, guarantees or capital contributions to or investments in any Person (other than it or any of its direct or indirect wholly owned subsidiaries) in excess of $3.6 million in the aggregate;

•declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property, or otherwise, with respect to any of its capital stock (except for dividends paid by any direct or indirect wholly owned subsidiary to it or to any other direct or indirect wholly owned subsidiary) or enter into any contract with respect to the voting of its capital stock;

•reclassify, split, combine, subdivide or redeem, purchase or otherwise acquire, directly or indirectly, any of its capital stock or securities convertible or exchangeable into or exercisable for any shares of its capital stock;

•incur, or enter into, amend, modify or terminate any contract with respect to, any indebtedness for borrowed money or guarantee, or enter into, amend, modify or terminate any guarantee of, such indebtedness of another Person, or issue, sell, enter into, amend, modify or terminate any debt securities or warrants or other rights to acquire any debt security of it or any of its subsidiaries, except for: (A) indebtedness for borrowed money incurred in an amount not to exceed $3.6 million in the aggregate; (B) indebtedness for borrowed money incurred in replacement of existing indebtedness for borrowed money on terms substantially consistent with or more beneficial than the indebtedness being replaced; (C) guarantees, incurred in compliance with the merger agreement, by it of indebtedness of wholly owned Subsidiaries of it; or (D) interest rate swaps that it or any of its subsidiaries enter into on customary commercial terms consistent with past practice and not to exceed $3.6 million in notional amount in the aggregate;

•make or authorize any capital expenditure in excess of $3.6 million in the aggregate during any 12-month period;

•make any change in any financial accounting principles, methods or practices (including any Tax accounting policies or procedures) or any of its methods of reporting income, deductions or other material items for financial or tax accounting purposes, in each case except for any such change required by GAAP or applicable Law;

•settle any litigation or other proceedings before a governmental authority (A) for an amount in excess of $500,000.00 or any obligation or liability of it in excess of such amount, (B) on a basis that would result in (I) the imposition of any writ, judgment, decree, settlement, award, injunction or similar order of any governmental authority that would restrict the future activity or conduct of it or any of its subsidiaries or (II) a finding or admission of a violation of law or violation of the rights of any person by it or any of its subsidiaries, or (C) that is brought by any current, former or purported holders of any capital stock or debt securities of it or any of its subsidiaries relating to the transactions contemplated by the merger agreement;

•other than in the ordinary course of business consistent with past practice, (A) amend, modify or terminate any material contract or intellectual property contract, (B) take or omit to take any action that would cause any intellectual property, including registrations thereof or applications for registration, to lapse, be abandoned or cancelled, or fall into the public domain, or (C) cancel, modify or waive any debts or claims held by it or waive any rights having in each case a value in excess of $500,000.00 or in the aggregate a value in excess of $2 million;

•(A) make any material tax election or material change in any tax election, or change or consent to any change in its or any of its subsidiaries’ method of accounting for tax purposes, (B) file any amended Tax Return, (C) enter into any settlement or compromise of any tax liability of it or any of its subsidiaries, (D) extend or waive the application of any statute of limitations applicable to the assessment or collection of any tax, other than in the ordinary course of business consistent with past practice, or (E) enter into any tax indemnification, sharing, allocation or reimbursement agreement or similar agreement, arrangement or understanding (other than a commercial contract entered into in the ordinary course of business and not principally related to taxes);

•(A) grant or provide any severance or termination payments or benefits to any of its subsidiaries, directors, officers or employees, (B) increase the compensation, bonus or pension, welfare, severance, or other benefits of, pay any bonus to, or make any new equity awards to any of its or its subsidiaries’ directors, officers or employees, (C) establish, adopt, amend or terminate any employee plan or amend the terms of any outstanding equity-based awards, (D) take any action to accelerate the vesting or payment, or fund or in any other way secure the payment, of compensation or benefits under any employee plans, (E) change any actuarial or other assumptions used to calculate funding obligations with respect to any employee plan or to change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by GAAP, (F) forgive any loans to any of its or of any of its subsidiaries’ directors, officers or employees, (G) terminate the employment (other than for cause) of any employee, or hire any employee, except for hiring in the ordinary course of business to fill an existing vacancy, subject to the consent of PSLY before the hiring of any (I) management or executive personnel, (II) individual for a position having an annual base compensation of over $150,000.00, or (III) group of individuals for positions having annual base compensation in the aggregate of over $300,000.00, or (H) enter into any negotiations concerning any collective-bargaining agreement or understanding with a labor union or organization with respect to any employees;

•voluntarily abandon, dispose of, or permit to lapse any permit material to the business of it and its subsidiaries, taken as a whole, other than (A) in the ordinary course of business consistent with past practice or (B) as required by applicable law;

•take any action or omit to take any action that is reasonably likely to result in any of the conditions precedent to the consummation of the Ei. merger and the other transactions contemplated by the merger agreement not being satisfied; or

•agree, authorize or commit to do any of the foregoing.

Each of Ei. and Mycotopia has acknowledged and agreed that nothing listed above will allow Mycotopia or Ei., respectively, the right to control or direct the other party’s (or its subsidiaries’) operations prior to the effective time of the mergers.

No Solicitation of Acquisition Proposals

Except as expressly permitted with respect to a superior proposal (as discussed below), each of Ei. and Mycotopia has agreed not to, and not to authorize or permit any of its subsidiaries to, and not to authorize or permit any of its directors, officers or employees or any of its subsidiaries or any investment banker, attorney, accountant, or other advisor or agent or representative of it or any of its subsidiaries to, directly or indirectly, (1) solicit, initiate, knowingly encourage, or knowingly facilitate any inquiry, proposal or offer relating to or that could reasonably be expected to lead to another transaction involving Ei. or Mycotopia, respectively (which we refer to as an acquisition proposal); or (2) enter into, engage in, continue or otherwise participate in any discussions or negotiations relating to any acquisition proposal, or furnish to any person any information relating to it or any of its subsidiaries or provide access to its or any of its subsidiaries’ properties, books and records, confidential information, or data to any Person with respect to, or otherwise cooperate in any way with any person regarding, any acquisition proposal; provided, however, as to the limitations set forth in (1) and (2), that at any time prior to obtaining the Ei. stockholder approval or the Mycotopia stockholder approval, as applicable, in response to a bona fide written unsolicited acquisition proposal that the Ei. board or the Mycotopia board, as applicable, determines in good faith constitutes or could reasonably be expected to lead to a superior proposal and which acquisition proposal did not result from a breach of the merger agreement or any other provision of the merger agreement, Ei. or Mycotopia may, and may permit and authorize its representatives and its subsidiaries and its subsidiaries’ representatives to, in each case subject to compliance with the merger agreement, (A) furnish information with respect to it and its subsidiaries to the person making such acquisition proposal (and its representatives) pursuant to a confidentiality agreement which contains terms that are no less restrictive than those contained in the confidentiality agreement between Mycotopia and Ei; provided that all such information had been provided or made available, or is concurrently provided or made available, to the other parties, and (B) participate in discussions or negotiations with, and only with, the person making such acquisition proposal (and its representatives) regarding such acquisition proposal. Any violation of the restrictions set forth above by (x) any director, officer, or employee of Ei. or any of its subsidiaries or any investment banker, attorney, accountant or other advisor or agent or representative of Ei. or any of its subsidiaries shall be deemed to be a breach of the merger agreement by Ei. and (y) any director, officer, or employee of Mycotopia or any of its subsidiaries or any investment banker, attorney, accountant or other advisor or agent or representative of Mycotopia or any of its subsidiaries shall be deemed to be a breach of the merger agreement by Mycotopia.

Neither the Ei. board, the Mycotopia board, nor any committee of either shall (or shall agree or resolve to): (1) withdraw or modify in a manner adverse to PSLY or Merger Sub E or Merger Sub M, as applicable, or propose publicly to withdraw or modify in a manner adverse to PSLY or Merger Sub E or Merger Sub M, as applicable, the recommendation or declaration of advisability by such board of directors or any such committee of the merger agreement or the Ei. merger or Mycotopia merger, as applicable (any such action or any resolution or agreement to take such action being referred to as an adverse recommendation change), (2) recommend, declare advisable or propose to recommend or declare advisable, the approval or adoption of any acquisition proposal or resolve or agree to take any such action, or adopt or approve any acquisition proposal, or (3) cause or permit Ei. or Mycotopia to enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other agreement (each, an “acquisition agreement”) constituting or related to, or which is intended

to or is reasonably likely to lead to, any acquisition proposal, or resolve or agree to take any such action; provided, however, at any time prior to the Ei. stockholder approval or the Mycotopia stockholder approval, as applicable, the Ei. board or the Mycotopia board may, in response to receipt of a superior proposal that has not been withdrawn, effect an adverse recommendation change; provided that the Ei. board or the Mycotopia board determines in good faith, after consultation with its outside legal counsel and a financial advisor of nationally recognized reputation, that the failure to do so is reasonably likely to result in a breach of its fiduciary duties to its stockholders under applicable law; and provided, further, that neither the Ei. board or the Mycotopia board may effect such an adverse recommendation change unless (A) it shall have first provided prior written notice to each other Party (which we refer to as an adverse recommendation change notice) that it is prepared to effect an adverse recommendation change in response to a superior proposal, which notice shall attach the most current version of any written agreement relating to the transaction that constitutes such superior proposal, and (B) no other Party makes, within five (5) business days after the receipt of such notice, a proposal that would, in the reasonable good faith judgment of the Ei. board or Mycotopia board, as applicable (after consultation with a financial advisor of national reputation and outside legal counsel), cause the offer previously constituting a superior proposal to no longer constitute a superior proposal (it being understood and agreed that any amendment or modification of such superior proposal shall require a new adverse recommendation change notice and a new five (5) business day period).

Each of Ei. and Mycotopia has agreed that, during the five (5) business day period prior to its effecting an adverse recommendation change, it and its representatives shall negotiate in good faith with the other parties and their representatives regarding any revisions to the terms of the Ei. merger or the Mycotopia merger and the other transactions contemplated by the merger agreement.

Each of Ei. and Mycotopia has agreed, as promptly as possible and in any event within twenty-four (24) hours after the receipt thereof, to advise the other parties orally and in writing of (1) any acquisition proposal or any request for information or inquiry or other communication that it reasonably believes could lead to or contemplates an acquisition proposal and (2) the terms and conditions of such acquisition proposal, request, or inquiry (including any subsequent amendment or other modification to such terms and conditions) and the identity of the person making any such acquisition proposal, request, or inquiry. Commencing upon the provision of any notice referred to above, the party providing such notice (or its outside counsel) shall (A) on a daily basis at mutually agreeable times, advise and confer with each other party (or its outside counsel) regarding the progress of negotiations concerning any acquisition proposal, the material resolved and unresolved issues related thereto and any other matters identified with reasonable specificity by any such party (or its outside counsel) and the material details (including material amendments or proposed amendments as to price and other material terms) of any such acquisition proposal, request, or inquiry and (B) promptly upon receipt or delivery thereof, provide each other party (or its outside counsel) with copies of all documents and material written or electronic communications relating to any such acquisition proposal (including the financing thereof), request, or inquiry exchanged between Ei. or Mycotopia, as applicable, their subsidiaries, or any of their respective officers, directors, employees, investment bankers, attorneys, accountants or other advisors or representatives, on the one hand, and the person making an acquisition proposal or any of its affiliates, or their respective officers, directors, employees, investment bankers, attorneys, accountants or other advisors or representatives, on the other hand.

Nothing contained in the merger agreement prohibits Ei. or Mycotopia from (i) taking and disclosing to its stockholders a position contemplated by Rule 14d-9 (17 C.F.R. 240.14d-9) and Rule 14e-2(a) (17 C.F.R. 240.14e-2) promulgated under the Exchange Act or (ii) making any disclosure to its stockholders if, in the good faith judgment of the Ei. board or Mycotopia board, upon consultation with its outside counsel, such disclosure is required by applicable law; provided, however, that Ei, Mycotopia, the Ei. board, or the Mycotopia board or any committee thereof may not take, or agree or resolve to take any action prohibited by the merger agreement.

Efforts to Obtain Required Stockholder Vote

Each of Ei. and Mycotopia, as promptly as reasonably practicable following the effective date of the Registration Statement on Form S-4, of which this proxy statement/prospectus is a part, will duly call, give notice of, convene, and hold a meeting of its respective stockholders for the purpose of (i) obtaining the approval of the merger agreement and the Ei. merger or Mycotopia merger, respectively, by the holders of a majority of the outstanding shares of its common stock entitled to vote thereon.

Each of EI and Mycotopia will use its reasonable best efforts to (i) cause any notice required by Delaware law or the Securities Act to be mailed to its stockholders or filed with the SEC, as applicable, and to hold its stockholder meeting as soon as reasonably practicable under the Securities Act and (ii) solicit the approval of its stockholders.

Except to the extent that the Ei. board or Mycotopia board, as applicable, has made an adverse recommendation change as contemplated by the merger agreement and discussed above in the section entitled “No Solicitation of Acquisition Proposals”, the each of the Ei. board and the Mycotopia will continue to recommend that its stockholders vote in favor of the adoption of the merger and use its reasonable best efforts to obtain the approval of its stockholders in order to consummate the mergers.

If, on a date preceding the date on which or the date on which its stockholders meeting is scheduled, Ei. or Mycotopia reasonably believes that it will not have enough shares of its capital stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such stockholders meeting, it may postpone or adjourn, or make one or more successive postponements or adjournments of, such stockholders meeting for the purpose of obtaining sufficient proxies or constituting a quorum. In addition, each of Ei. and Mycotopia may postpone or adjourn its stockholders meeting (i) with the consent of PSLY, (ii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that it has determined in good faith, after consultation with outside legal counsel, is necessary under applicable law and to be disseminated and reviewed by its stockholders prior to its stockholders meeting, and (iii) solicit and use its reasonable best efforts to obtain the Ei. stockholder approval or the Mycotopia stockholder approval, as applicable. Once each of Ei. and Mycotopia have established the record date for the Ei. stockholders meeting and Mycotopia stockholders meeting, respectively, each of Ei. and Mycotopia shall not change such record date or establish a different record date without the prior written consent of PSLY (which consent shall not be unreasonably withheld, conditioned or delayed), unless required to do so by applicable law. In the event that the date of the applicable stockholders meeting as originally called is for any reason adjourned or postponed or otherwise delayed, each of Ei. and Mycotopia agrees that unless PSLY shall have otherwise approved in writing, it shall use reasonable best efforts to implement such adjournment or postponement or other delay in such a way that it does not establish a new record date for its stockholders meeting, as so adjourned, postponed or delayed, except as required by applicable law.

Indemnification and Exculpation

PSLY has agreed that all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Ei. effective time or Mycotopia effective time, as applicable, now existing in favor of the current or former directors or officers of Ei, Mycotopia and their respective subsidiaries as provided in their respective organizational documents shall be assumed by the surviving entity of the Ei. merger and the Mycotopia merger, as applicable, without further action, at the effective time of the Ei. Merger or Mycotopia merger, as applicable, and shall survive the mergers and shall continue in full force and effect in accordance with their terms, and PSLY shall cause the surviving entity of the Ei. merger and the Mycotopia merger, as applicable, and their respective successors and assigns to comply with and honor the foregoing obligations without modification thereof.

Exchange Listing

Prior to the earlier of the effective time of the Mycotopia merger the effective time of the Ei. merger, the parties have agreed to take all actions and do all things reasonably necessary to cause the shares of PSLY common stock to be approved for listing on The NASDAQ Capital Market, subject to official notice of issuance.

Conditions of the Merger

The obligations of PSLY, Ei. and Mycotopia to complete the merger depend on a number of conditions being satisfied or waived. These conditions include:

•the Ei. stockholders’ approval of the merger agreement;

•the Mycotopia stockholders’ approval of the merger agreement;

•no order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the mergers will be in effect and no law shall have been enacted by any governmental authority that prohibits or makes illegal the consummation of the mergers;

•no litigation shall be pending or threatened before any governmental authority that seeks to restrain, prohibit or invalidate the transactions contemplated by the merger agreement;

•the PSLY common stock shall have been approved for listing on The NASDAQ Capital Market;

•any competition filings or authorizations required under applicable law shall have been made or obtained;

•the accuracy of the other parties’ representations and warranties as of the effective time of the mergers subject to the material adverse effect standard in the merger agreement;

•the performance in all material respects of all obligations contained in the merger agreement required to be performed at or before the effective time of the mergers;

•since May 17, 2022, there will not have been any change, state of facts, event, development or effect that has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on Ei. or Mycotopia;

•conversion of all Mycotopia preferred stock to Mycotopia common stock;

•conversion of all outstanding convertible notes of Mycotopia to Mycotopia common stock;

•any Person that would be the beneficial owner of five percent (5%) or more of the PSLY common stock after the closing and certain other persons identified in the merger agreement shall have executed and delivered a lockup agreement to PSLY; and

•discharge in full of all indebtedness of Mycotopia to Ehave, Inc.

We cannot be certain when, or if, the conditions to the merger will be satisfied or waived, or that the merger will be completed.

Termination of the Merger Agreement

The merger agreement may be terminated at any time prior to the effective time of the mergers under the following circumstances:

•by mutual agreement of PSLY, Ei. and Mycotopia;

•by Ei, Mycotopia or PSLY, if:

○any court of competent jurisdiction or other governmental authority shall have issued an order, or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by the merger agreement and such order or other action shall have become final and non-appealable; provided that the Party seeking to terminate shall have used its reasonable best efforts to contest, appeal and remove such order or action and shall not be in violation of the merger agreement; and provided, further, that the right to terminate shall not be available to any party if the issuance of such final, non-appealable order was substantially the result of the failure of such party to perform any of its obligations under the merger agreement;

○the closing of the mergers shall not have occurred on or before the September 30, 2022; provided, however, that the right to terminate shall not be available to any party whose failure to fulfill in any material respect any covenants and agreements of such party under the merger agreement is a principal cause of the failure of the mergers to be consummated by such date; or

○the Ei. stockholder meeting or Mycotopia stockholder meeting shall have been duly held and completed and the Ei. stockholder approval or Mycotopia stockholder approval, as applicable, shall not have been obtained at that meeting or at any adjournment or postponement thereof; provided, however, that the right to terminate shall not be available to Ei. or Mycotopia, as applicable, if the failure by Ei. or Mycotopia, as applicable, to perform any of its obligations under the merger agreement has been a principal cause of the failure to obtain the Ei. stockholder approval or Mycotopia stockholder approval, as applicable.

•by PSLY, if:

○Ei. or Mycotopia has breached any representation, warranty, covenant or agreement contained in the merger agreement, or if any representation or warranty of Ei. or Mycotopia has become untrue, in each case, such that the closing conditions could not be satisfied as of the closing of the mergers and which failure to be true and correct, breach or failure to perform is not capable of being cured by Ei. or Mycotopia, as applicable, by September 30, 2022 or, if capable of being cured, is not cured by Ei. or Mycotopia, as applicable, within ten (10) days following written notice to Ei. or Mycotopia, as applicable, but no later than September 30, 2022; or

○(A) the Ei. Board or Mycotopia Board makes an adverse recommendation change; (B) Ei. or Mycotopia shall have publicly announced its intention to make an adverse recommendation change; or (C) Ei. or Mycotopia shall have materially breached any of its obligations regarding non-solicitation or alternative proposals;

•by Ei, if:

○PSLY or Mycotopia has breached any representation, warranty, covenant or agreement contained in the merger agreement, or if any representation or warranty of PSLY or Mycotopia has become untrue, in each case, such that the closing conditions could not be satisfied as of the closing of the mergers and which failure to be true and correct, breach or failure to perform is not capable of being cured by PSLY or Mycotopia, as applicable, by September 30, 2022 or, if capable of being cured, is not cured by PSLY or Mycotopia, as applicable, within ten (10) days following written notice to PSLY or Mycotopia, as applicable, but no later than September 30, 2022;

○(A) the Mycotopia board makes an adverse recommendation change; (B) Mycotopia shall have publicly announced its intention to make an adverse recommendation change; or (C) Mycotopia shall have materially breached any of its obligations regarding non-solicitation or alternative proposals;

○Mycotopia shall have entered into an acquisition agreement with respect to an alternative proposal or shall have publicly announced its intention to do so; or

○the holders of more than 100,000 shares of Mycotopia common stock assert appraisal rights;

•by Mycotopia, if:

○PSLY or Ei. has breached any representation, warranty, covenant or agreement contained in the merger agreement, or if any representation or warranty of PSLY or Ei. has become untrue, in each case, such that the closing conditions could not be satisfied as of the closing of the mergers and which failure to be true and correct, breach or failure to perform is not capable of being cured by PSLY or Ei, as applicable, by September 30, 2022 or, if capable of being cured, is not cured by PSLY or Ei, as applicable, within ten (10) days following written notice to PSLY or Ei, as applicable, but no later than September 30, 2022;

○(A) the Ei. board makes an adverse recommendation change; (B) Ei. shall have publicly announced its intention to make an adverse recommendation change; or (C) Ei. shall have materially breached any of its obligations regarding non-solicitation or alternative proposals; or

○Ei. shall have entered into an acquisition agreement with respect to an alternative proposal or shall have publicly announced its intention to do so; or

Expenses and Termination Fees

Generally, each party is required to pay all fees and expenses incurred by it in connection with the merger and the other transactions and agreements contemplated by the merger agreement. However, upon a termination of the merger agreement, a party will become obligated to pay to the other party a termination fee in certain circumstances.

The merger agreement provides that, upon termination of the merger agreement as a result of an adverse recommendation change or alternative transaction or the failure of Ei. to obtain the Ei. stockholder approval or the failure of Mycotopia to obtain the Mycotopia stockholder approval, Ei. or Mycotopia, as applicable, will be required to pay all of PSLY’s documented reasonable out-of-pocket fees and expenses actually incurred by PSLY and its affiliates on or prior to the termination of the merger agreement.

The merger agreement provides that, under specified circumstances, Ei. will be required to pay Mycotopia a termination fee equal to all of Mycotopia’s documented reasonable out-of-pocket fees and expenses actually incurred by Mycotopia and its affiliates in connection with the transactions contemplated by the merger agreement, plus a $2,000,000 termination fee. The merger agreement provides that, upon termination of the merger agreement under specified circumstances, Mycotopia will be required to pay Ei. a termination fee equal to all of Ei.’s documented reasonable out-of-pocket fees and expenses actually incurred by Ei. and its affiliates in connection with the transactions contemplated by the merger agreement, plus a $2,000,000 termination fee.

Amendments, Extensions and Waivers

Subject to compliance with applicable law, the merger agreement may be amended by a written agreement of the parties at any time before or after receipt of the Ei. stockholder approval and Mycotopia stockholder approval, except that after the Ei. stockholder approval or Mycotopia stockholder approval has been received, there may not be any further amendment that decreases the Ei. merger consideration or Mycotopia merger consideration, respectively, or that adversely affects the holders of any class or series of stock of Ei. or Mycotopia without the approval of the affected stockholders.

A party may (i) extend the time for performance of any obligation or act of any other party, (ii) waive any inaccuracy in a representation or warranty of any other party, (ii) extend the time for performance of any obligation or act of any other party, (iii) waive compliance by the other party with any of the covenants and agreements contained in the merger agreement or (iv) waive the satisfaction of any of its conditions contained in the merger agreement.

No Third-Party Beneficiaries

The merger agreement is not intended to confer any rights or remedies upon any person other than with respect to certain limited sections of the merger agreement which are enforceable by the financing sources to the extent related to the debt financing.

Specific Performance

The parties have agreed in the merger agreement that irreparable damage would occur in the event that any of the provisions of the merger agreement are not performed in accordance with their specific terms or are otherwise breached. The parties have agreed that they will be entitled to an injunction or injunctions to prevent breaches of the merger agreement and to enforce specifically the performance of its terms and provisions, in addition to any other remedy to which they are entitled at law or in equity.

Explanatory Note Regarding the Merger Agreement and the Summary of the Merger Agreement: REPRESENTATIONS, WARRANTIES AND COVENANTS IN THE MERGER AGREEMENT ARE NOT INTENDED TO FUNCTION AS PUBLIC DISCLOSURES.

The merger agreement and the summary of its terms in this proxy statement/prospectus have been included only to provide you with information about the terms and conditions of the merger agreement. The terms and information in the merger agreement are not intended to provide any other public disclosure of factual information about PSLY, Ei. or Mycotopia or any of their respective subsidiaries, affiliates or businesses. The representations, warranties and covenants contained in the merger agreement are made by PSLY, Ei. or Mycotopia only for purposes of the merger agreement, and as of specific dates, and were qualified and subject to certain limitations and exceptions agreed to by PSLY, Ei. or Mycotopia in connection with negotiating the terms of the merger agreement. In particular, in your review of the representations and warranties contained in the merger agreement and described in this summary, it is important to bear in mind that the representations and warranties were made solely for the benefit of the parties to the merger agreement and were negotiated for the purpose of allocating contractual risk among the parties to the merger agreement rather than to establish matters as facts. Stockholders of Ei. and stockholder of Mycotopia are not third-party beneficiaries under the merger agreement. The representations and warranties may also be subject to a contractual standard of materiality or material adverse effect different from those generally applicable to stockholders and reports and documents filed with the SEC, and, in some cases, they may be qualified by disclosures made by one party to the other, which are not necessarily reflected in the merger agreement or other public disclosures made by Ei. or Mycotopia. The representations and warranties contained in the merger agreement do not survive the effective time. Moreover, information concerning the subject matter of the representations, warranties and covenants, which does not purport to be accurate as of the date of this proxy statement/prospectus, may have changed since the date of the merger agreement, and subsequent developments or new information may not be fully reflected in public disclosures of Ei. or Mycotopia.

For the foregoing reasons, the representations, warranties and covenants or any descriptions of those provisions should not be read alone or relied upon as characterizations of the actual state of facts or condition of PSLY, Ei. or Mycotopia or any of their respective subsidiaries or affiliates. Instead, such provisions or descriptions should be read only in conjunction with the other information provided elsewhere in this proxy statement/prospectus. Please see the section entitled “WHERE YOU CAN FIND MORE INFORMATION” beginning on page [__].

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER

General

Subject to the limitations, assumptions and qualifications described herein, the following discussion and legal conclusions contained herein constitute and represent the opinion of Potomac Law Group, PLLC special tax counsel to Ei. and Mycotopia, as to the material U.S. federal income tax consequences of the mergers to “U.S. holders” (as defined below) of Ei. or Mycotopia common stock who exchange such stock for shares of PSLY common stock pursuant to the merger. This discussion is based upon the Code, existing and proposed U.S. Treasury Regulations, administrative pronouncements and judicial decisions, all as currently in effect as of the date hereof, and all of which are subject to change, possibly with retroactive effect. Such a change could affect the continuing validity of this summary. No assurance can be given that the Internal Revenue Service (the “IRS”) would not assert, or that a court would not sustain, a position contrary to any of the tax consequences set forth below.

The following summary addresses only those U.S. holders that hold their Ei. or Mycotopia common stock, as applicable, as a capital asset within the meaning of Section 1221 of the Code. Further, this summary does not address all aspects of U.S. federal income taxation that may be relevant to particular Ei. or Mycotopia stockholders in light of their individual circumstances or to Ei. or Mycotopia stockholders that are subject to special treatment under the U.S. federal income tax laws, including, without limitation: banks and certain other financial institutions; tax-exempt organizations; S corporations, partnerships or other pass-through entities (or an investor in an S corporation, partnership or other pass-through entity); accrual basis taxpayers subject to special accounting rules under Section 451(b) of the Code; insurance companies; mutual funds; dealers or brokers in stocks or securities, dealers in commodities or foreign currencies; any person who is not a U.S. holder (as defined below); traders in securities who elect the mark-to-market method of accounting for the securities; persons that hold shares or equity interests as part of a hedge, a straddle or a constructive sale or conversion transaction or other integrated investment; regulated investment companies; real estate investment trusts; controlled foreign corporations or passive foreign investment companies; certain former citizens or residents of the United States; U.S. expatriates; persons whose functional currency is not the U.S. dollar; persons who acquired their Ei. or Mycotopia common stock through a tax-qualified retirement plan or pursuant to the exercise of employee stock options or similar securities or otherwise as compensation; Ei. or Mycotopia shareholders who exercise dissenter’s rights; persons who actually or constructively own more than 5% of Ei. or Mycotopia voting stock; and holders of Ei. or Mycotopia stock options, stock warrants or debt instruments.

In addition, the discussion does not address any tax consequences arising under any alternative minimum tax or any state, local or foreign tax, or under any U.S. federal laws other than those pertaining to the income tax, nor does it address any tax consequences arising under the unearned income Medicare contribution tax pursuant to the Health Care and Education Reconciliation Act of 2010, or any withholding considerations under the Foreign Account Tax Compliance Act of 2010 (including the U.S. Treasury Regulations issued thereunder and intergovernmental agreements entered into pursuant thereto or in connection therewith).

For purposes of this discussion, a “U.S. holder” is a beneficial owner of Ei. or Mycotopia common stock that, for U.S. federal income tax purposes, is:

·an individual who is a citizen or resident of the United States;

·a corporation (or any other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States or any state thereof or the District of Columbia;

·an estate that is subject to U.S. federal income tax on its income regardless of the source; or

·a trust (i) that is subject to the primary supervision of a court within the United States and all the substantial decisions of which are controlled by one or more United States persons or (ii) that has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a United States person.

If a partnership (including for this purpose any entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds Ei. or Mycotopia common stock, the tax treatment of a partner in such partnership generally will depend on the status of the partner and the activities of the partnership. Any entity treated as a partnership for U.S. federal income tax purposes that is a Ei. or Mycotopia stockholder, and any partners in such partnership, should consult their tax advisors regarding the tax consequences of the merger to their specific circumstances.

THE FOLLOWING DISCUSSION DOES NOT PURPORT TO BE A COMPLETE ANALYSIS OR DISCUSSION OF ALL OF THE POTENTIAL TAX CONSEQUENCES OF THE MERGER. PLEASE CONSULT YOUR OWN TAX ADVISORS AS TO THE SPECIFIC TAX CONSEQUENCES TO YOU OF THE MERGER, INCLUDING TAX RETURN REPORTING REQUIREMENTS AND THE APPLICABILITY AND EFFECT OF U.S. FEDERAL, STATE, LOCAL AND

FOREIGN INCOME AND OTHER TAX LAWS IN LIGHT OF YOUR PARTICULAR CIRCUMSTANCES.

General

Potomac Law Group, PLLC has opined, on the basis of the facts, representations and assumptions set forth in its opinion, that:

(i) the mergers will qualify as reorganizations within the meaning of Section 368(a) of the Code; and (ii) PSLY and Ei. or Mycotopia, as the case may be, will each be a party to such reorganization within the meaning of Section 368(b) of the Code.

This opinion will be based on customary assumptions and representations from Ei. or Mycotopia, as the case may be, as well as certain covenants and undertakings by PSLY, Ei. or Mycotopia, as the case may be, and Merger Sub E and Merger Sub M, as the case may be (collectively, the “tax opinion representations and assumptions”). If any of the tax opinion representations and assumptions is incorrect, incomplete or inaccurate or is violated, the validity of the opinion described above may be affected and the tax consequences of the mergers could differ from those described in this proxy statement/prospectus.

An opinion of counsel represents counsel’s best legal judgment but is not binding on the IRS or any court. Consequently, there can be no certainty that the IRS will not challenge the conclusions reflected in the opinion or that a court would not sustain such a challenge. Neither Ei. nor Mycotopia intends to obtain a ruling from the IRS regarding the qualification of the mergers as “reorganizations” within the meaning of Section 368(a) of the Code, and no assurance can be given that the IRS will agree with the views expressed herein, or that a court will not sustain any challenge by the IRS in the event of litigation. The remainder of this discussion under “U.S. Federal Income Tax Consequences to U.S. Holders of Ei. or Mycotopia Common Stock” assumes that, for U.S. federal income tax purposes, the mergers will constitute “reorganizations” within the meaning of Section 368(a) of the Code.

U.S. Federal Income Tax Consequences to U.S. Holders of Ei. and Mycotopia Common Stock

For U.S. federal income tax purposes, a U.S. holder of Ei. or Mycotopia common stock that receives shares of PSLY common stock in the relevant merger:

·will recognize no gain or loss in the merger upon the exchange of shares of Ei. or Mycotopia common stock for shares of PSLY common stock;

·will have a tax basis in the PSLY common stock received in the merger equal to the tax basis of the Ei. or Mycotopia common stock, as the case may be, surrendered in exchange therefor; and

·will have a holding period for shares of PSLY common stock received in the merger that includes its holding period for its shares of Ei. or Mycotopia common stock, as the case may be, surrendered in exchange therefor.

APPRAISAL RIGHTS OF MYCOTOPIA STOCKHOLDERS

DISSENTERS’ RIGHTS

Under Nevada Revised Statutes, shareholders may be entitled to dissenters’ rights with respect to the Merger described in this Information Statement.

Pursuant to Chapter 92A (Section 300 through 500 inclusive) of the NRS, or the “Dissenters’ Rights Provisions”, and specifically Section 92A.380(a)(1), any unaffiliated stockholder of the Company is entitled to dissent to the Merger and to obtain payment of the fair value of the Shares. These rights are granted by Nevada law. In the context of the Merger, the Dissenters’ Rights Provisions provide that the unaffiliated stockholders may elect to have the Company purchase the Shares held by the unaffiliated stockholders for a cash price that is equal to the “fair value” of such Shares, as determined in a judicial proceeding in accordance with the Dissenters’ Rights Provisions. The fair value of the Shares of any unaffiliated stockholder means the value of such Shares immediately before the effectuation of the Merger, excluding any appreciation or depreciation in anticipation of the exchange, unless exclusion of any appreciation or depreciation would be inequitable.

A copy of the Dissenters’ Rights Provisions is attached as Appendix B hereto. If you wish to exercise your dissenters’ rights or preserve the right to do so, you should carefully review Appendix B hereto. If you fail to comply with the procedures specified in the Dissenters’ Rights Provisions in a timely manner, you will lose your dissenters’ rights. Because of the complexity of those procedures, you should seek the advice of counsel if you are considering exercising your dissenters’ rights.

Unaffiliated stockholders who perfect their dissenters’ rights by complying with the procedures set forth in the Dissenters’ Rights Provisions will have the fair value of their Shares determined by a Nevada state district court and will be entitled to receive a cash payment equal to such fair value. Any such judicial determination of the fair value of such Shares could be based upon any valuation method or combination of methods the court deems appropriate. The value so determined could be more or less than the Exchange Price to be paid in connection with the exchange. In addition, unaffiliated stockholders who invoke dissenters’ rights may be entitled to receive payment of a fair rate of interest from the effective time of the exchange on the amount determined to be the fair value of their Shares.

Within 10 days after the effectuation of the exchange, the Company will send a written notice (the “Notice of Exchange and Dissenter’s Rights”), which is expected to be in the form attached hereto as Appendix C, to all the record stockholders of the Company entitled to dissenters’ rights. Pursuant to NRS 92A.430, the Notice of Exchange and Dissenter’s Rights will be accompanied by information that will: (a) state where the demand for payment must be sent and where and when certificates, if any, for Shares must be deposited; (b) inform the holders of Shares not represented by certificates to what extent the transfer of the Shares will be restricted after the demand for payment is received; (c) supply a form for demanding payment that includes the date of the first announcement to the news media or to the stockholders of the terms of the proposed action and requires that the person asserting dissenter’s rights certify whether or not the person acquired beneficial ownership of the Shares before that date; (d) set a date by which the Company must receive the demand for payment, which may not be less than 30 nor more than 60 days after the date the notice is delivered and state that the stockholder shall be deemed to have waived the right to demand payment with respect to the shares unless the form is received by the Company by such specified date; and (e) be accompanied by a copy of NRS 92A.300 to 92A.500, inclusive.

Under NRS 92A.420, a stockholder who intends to exercise dissenter’s rights must:

·deliver to the subject corporation, before the vote is taken, a statement of intent with respect to the proposed corporate action

·not vote, or cause or permit to be voted, any of the stockholder’s shares of such class or series in favor of the proposed corporate action

Under NRS 92A.440, a stockholder wishing to exercise dissenter’s rights must:

·demand payment;

·certify whether the stockholder acquired beneficial ownership of the common stock before the date specified in the Notice of Exchange and Dissenter’s Rights; and

·deposit its certificates, if any, in accordance with the terms of the Notice of Exchange and Dissenter’s Rights.

Under NRS 92A.440(5), stockholders who fail to demand payment or deposit their certificates where required by the dates set forth in the Notice of Exchange and Dissenter’s Rights will not be entitled to demand payment or receive the fair market value for their Shares as provided under Nevada law. Instead, such stockholders will receive the same consideration as the stockholders who do not exercise rights of a dissenting owner.

Pursuant to NRS 92A.460, within 30 days after receipt of a demand for payment, the Company must pay each dissenter who complied with the provisions of the Dissenters’ Rights Provisions the amount the Company estimates to be the fair value of such shares, plus interest from the effective date of the exchange. The payment must be accompanied by the following: (a) the Company’s balance sheet as of December 31, 2021, a statement of income for December 31, 2021, a statement of changes in the stockholders’ equity for December 31, 2021 or, where such financial statements are not reasonably available, then such reasonably equivalent financial information and the latest available quarterly financial statements, if any; (b) a statement of the Company’s estimate of the fair value of the Shares; and (c) a statement of the dissenter’s rights to demand payment under NRS 92A.480 and that if any such stockholder does not do so within the period specified, such stockholder shall be deemed to have accepted such payment in full satisfaction of the Company’s obligations under Chapter 92A of the NRS.

Under NRS 92A.470(1), the Company is entitled to withhold payment from a dissenter unless the dissenter was the beneficial owner before the date set forth in the dissenters’ notice as the first date of any announcement to the news media or to the stockholders of the terms of the proposed corporate action. If the Company chooses to withhold payment, it is required, within 30 days after receiving demand for payment, to notify the dissenter: (a) of the Company’s balance sheet as of the end of a fiscal year ending not more than 16 months before the date of the notice, a statement of earnings for that year, and a statement of changes in stockholders’ equity for that year, or, where such financial statements are not reasonably available, then such reasonably equivalent financial information, as well as the latest available financial statements, if any; (b) of the Company’s estimate of the fair value of the Shares; (c) that the dissenter may accept the Company’s estimate of the fair value, plus interest, in full satisfaction of his or her demands or demand appraisal; (d) that if the dissenter wishes to accept the offer, the dissenter must notify the Company of acceptance within 30 days after receiving of the offer; and (e) that if the dissenter does not satisfy the requirements for demanding appraisal, the dissenter shall be deemed to have accepted the Company’s offer.

NRS 92A.480(1) provides that a dissenter who believes that the amount paid or offered is less than the full value of his or her, or that the interest due is incorrectly calculated, may, within 30 days after the Company made or offered payment for the Shares, either (i) notify the Company in writing of his or her own estimate of the fair value of the Shares and the amount of interest due and demand payment of difference between this estimate and any payments made, or (ii) reject the offer for payment made by the Company and demand payment of the fair value of his or her Shares and interest due.

If the Company does not deliver payment within 30 days of receipt of the demand for payment, the dissenting stockholder may enforce under NRS 92A.460(1) the dissenter’s rights by commencing an action in Clark County, Nevada or if the dissenting stockholder resides or has its registered office in Nevada, in the county where the dissenter resides or has its registered office.

If a dissenting stockholder disagrees with the amount of the Company’s payment, then the dissenting stockholder may, pursuant to NRS 92A.480, within 30 days of such payment, (i) notify the Company in writing of the dissenting stockholder’s own estimate of the fair value of the dissenting shares and the amount of interest due, and demand payment of such estimate, less any payments made by the Company, or (ii) reject the offer by the Company if the dissenting stockholder believes that the amount offered by the Company is less than the fair value of the dissenting shares or that the interest due is incorrectly calculated. If a dissenting stockholder submits a written demand as set forth above and the Company accepts the offer to purchase the Shares at the offer price, then such dissenting stockholder will be sent a check for the full purchase price of the Shares within 30 days of acceptance.

If a demand for payment remains unsettled, the Company must commence a proceeding in the Clark County, Nevada district court within 60 days after receiving the demand. Each dissenter who is made a party to the proceeding shall be entitled to a judgment in the amount, if any, by which the court finds the fair value of the dissenting shares, plus interest, exceeds the amount paid by the Company. If a proceeding is commenced to determine the fair value of the Shares, the costs of such proceeding, including the reasonable compensation and expenses of any appraisers appointed by the court, shall be assessed against the Company, unless the court finds the dissenters acted arbitrarily, vexatiously or not in good faith in demanding payment. The court may also assess the fees and expenses of the counsel and experts for the respective parties, in amounts the court finds equitable against the Company if the court finds that (i) the Company did not comply with the Dissenters’ Rights Provisions or (ii) against either the Company or a dissenting stockholder, if the court finds that such party acted arbitrarily, vexatiously or not in good faith with respect to the rights provided by the Dissenters’ Rights Provisions.

If the Company fails to commence such a proceeding, it would be required by NRS 92A.490(1) to pay the amount demanded to each dissenter whose demand remains unsettled. Dissenters would be entitled to a judgment for the amount, if any, by which the court finds the fair value of his shares, plus accrued interest, exceeds the amount paid by the Company; or the fair value, plus accrued interest, of his after-acquired shares for which the Company elected to withhold payment pursuant to Section 92.470 of the NRS.

Under Section 92A.490(4) of the NRS, the district court may appoint one or more persons as appraisers to receive evidence and recommend a decision on the question of fair value. The appraisers have the powers described in the order appointing them or in any amendment to such order. In any such court proceeding, the dissenters are entitled to the same discovery rights as parties in other civil proceedings.

Under Section 92A.500 of the NRS, the district court will assess the costs of the proceedings against the Company, unless the court finds that all or some of the dissenters acted arbitrarily, veraciously or not in good faith in demanding payment. The district court may also assess against the Company or the dissenters the fees and expenses of counsel and experts for the respective parties, in the amount the court finds equitable.

A person having a beneficial interest in Shares that are held of record in the name of another person, such as a broker, fiduciary, depository or other nominee, must act to cause the record holder to follow the requisite steps properly and in a timely manner to perfect dissenters’ rights of appraisal. If the Shares are owned of record by a person other than the beneficial owner, including a broker, fiduciary (such as a trustee, guardian or custodian), depositary or other nominee, the written demand for dissenters’ rights of appraisal must be executed by or for the record owner. If Shares are owned of record by more than one person, as in joint tenancy or tenancy in common, the demand must be executed by or for all joint owners. An authorized agent, including an agent for two or more joint owners, may execute a demand for appraisal for a stockholder of record, provided that the agent identifies the record owner and expressly discloses, when the demand is made, that the agent is acting as agent for the record owner. If a stockholder owns Shares through a broker who in turn holds the shares through a central securities depository nominee such as CEDE & Co., a demand for appraisal of such Shares must be made by or on behalf of the depository nominee and must identify the depository nominee as the record holder of such Shares.

A record holder, such as a broker, fiduciary, depository or other nominee, who holds Shares as a nominee for others, will be able to exercise dissenters’ rights of appraisal with respect to the Shares held for all or less than all of the beneficial owners of those Shares as to which such person is the record owner. In such case, the written demand must set forth the number of Shares covered by the demand. Where the number of Shares is not expressly stated, the demand will be presumed to cover all Shares outstanding in the name of such record owner.

Under NRS 92A.380(2), a stockholder who is entitled to dissent and obtain payment pursuant to NRS 92A.300 to 92A.500, inclusive, may not challenge the exchange unless it is unlawful or fraudulent with respect to the stockholder or the Company.

The foregoing summary does not purport to be a complete statement of the procedures to be followed by stockholders desiring to exercise their dissenter’s rights and is qualified in its entirety by express reference to Section 92A.300 to 500 of the NRS, the full text of which is attached hereto and include in Appendix B.

STOCKHOLDERS ARE URGED TO READ APPENDIX B IN ITS ENTIRETY SINCE FAILURE TO COMPLY WITH THE PROCEDURES SET FORTH THEREIN WILL RESULT IN THE LOSS OF DISSENTER’S RIGHTS.

INFORMATION REGARDING MYCOTOPIA

BUSINESS OF MYCOTOPIA THERAPIES, INC.

Business Overview

Mycotopia Therapies, Inc., a Nevada corporation promotes the study of psychedelics for the treatment of mental health issues and supports the creation of both natural and synthetic molecules for the development of appropriate treatments. Through its investment in PsychedeliTech Inc. (“PsychedeliTech”), it sponsors conferences regarding the legal psychedelics industry. Mycotopia also intends to deploy technology from its parent company, Ehave, Inc. (“Ehave”), in the collection of research and clinical data to further the study of the effects of psychedelics in the treatment of mental health issues.

History

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

In December 2020, 20/20 Global entered into definitive agreements with Ehave, an Ontario corporation, Mycotopia Therapies Inc., a Florida corporation and wholly owned subsidiary of Ehave (“MYC”), and the former and then-current directors of 20/20 Global that provided for 20/20 Global’s purchase of all of the outstanding stock of MYC from Ehave. In May 2021, 20/20 Global changed its name to Mycotopia Therapies Inc. Its trading symbol is TPIA and it has one subsidiary, MYC. Mycotopia’s board of directors consists of Benjamin Kaplan and Mark Croskey.

Since completion of the reverse merger on January 19, 2021 (the “Closing”), Mycotopia has been leveraging its relationship with its parent company, Ehave, to integrate the use of digital and data therapeutics to measure the effect of psilocybin and related compounds on mental health. Mycotopia has been negotiating with third parties to integrate Ehave’s EEG brain cap technology to capture neurological data during the use of mental health therapies involving the use of psilocybin and related compounds. Mycotopia believes that the mental health benefits bestowed by these compounds are numerous, particularly to combat depression and addiction, and is aligning itself with the evolving legal and policy landscape of mental health regulation.

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

Business Strategy and Market

In November 2020, Oregon became the first U.S. state to legalize psilocybin. It has been estimated the psychedelic drugs market will grow 12.4% annually over the next seven years, reaching $10.75 billion in 2027. Several companies are running clinical trials to determine the efficacy of the use psilocybin and other psychedelics in the treatment of chronic pain, opioid withdrawal, and depression.

In the summer of 2021, Harvard Law School’s Petrie-Flom Center for Health Law Policy, Biotechnology, and Bioethics launched the Project on Psychedelics Law and Regulation. They noted that in 2017, the Food and Drug Administration (“FDA”), designated 3,4-Methylenedioxymethamphetamine (“MDMA”) a breakthrough therapy for post-traumatic stress disorder, and in 2018 the agency identified psilocybin as a breakthrough for treatment-resistant depression, indicating that psychedelics may represent substantial improvements over existing treatments for mental illness. They project the US market for psychedelics could reach $6.85 billion in 2027.

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

Mycotopia has entered into a supply agreement with HAVN Life Sciences to supply psilocybin for study. Mycotopia seeks to be one of the handful of companies to have an EU GMP API (active pharmaceutical ingredient) that it could move around the world to legal jurisdictions in which it intends to form business relationships with labs, research institutions and drug manufactures.

Material Contracts

Completion of Acquisition and Disposition of Assets

In December 2020, 20/20 Global entered into definitive agreements with Ehave, MYC and the former and then-current directors of 20/20 Global that provided 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 constituted approximately 75.77% of the shares of 20/20 Global’s common stock then issued and outstanding, for $350,000 in cash, through a Stock Purchase Agreement (“MYC SPA”) with 20/20 Global stockholders, Mark D. Williams, Colin Gibson, and The Robert and Joanna Williams Trust. Prior to these transactions, neither 20/20 Global nor its officers and directors had a material relationship with Ehave, MYC, or their respective officers and directors.

All of the above transactions were closed on January 19, 2021, and in May 2021, 20/20 Global changed its name to Mycotopia Therapies, Inc. As a result of these transactions, MYC became a wholly owned subsidiary of Mycotopia, through which Mycotopia conducts its operations. MYC is a start-up enterprise that proposes to develop a business to provide psychedelic-enhanced holistic methodologies to improve mental wellbeing. In the next five years, Mycotopia’s business model is expected to focus on the following areas: palliative care, depression, and anxiety. Mycotopia expects to leverage its minority equity interest in PsychedeliTech to create new opportunities for its shareholders and partners. Mycotopia hopes to license and acquire access to technology and companies that will build added value its value as this industry matures.

On August 13, 2021, Mycotopia entered into a supply agreement with HAVN Life Sciences Inc., for the supply of psilocybin in the form of an active pharmaceutical ingredient. The psilocybin would be provided through a licensed third-party dealer pursuant to the Controlled Drugs and Substances Act (S.C. 1996, c. 19)(Canada). Delivery of the psilocybin would only be to parties allowed to receive it under applicable law in the jurisdiction where they are located.

HAVN Agreement

Mycotopia entered into the agreement with HAVN to secure a supply of GMP certified psilocybin in anticipation of its use in testing and development of new products.

Government Regulation

Because Mycotopia does not engage in the manufacturing, production or sale of psilocybin, it is not directly impacted by the US Federal Controlled Substances Act of 1970 (“CSA”). Mycotopia supports the research and development of therapies using psilocybin by our partners in compliance with the CSA and FDA regulations related to clinical trials.

The FDA and other regulatory authorities at the federal, state and local levels, as well as in foreign countries, extensively regulate, among other things, the research, development, testing, manufacture, quality control, import, export, safety, effectiveness, labeling, packaging, storage, distribution, recordkeeping, approval, advertising, promotion, marketing, post-approval monitoring and post-approval reporting of drugs. Mycotopia along with its vendors, contract research organizations and contract manufacturers, is required to navigate the various preclinical, clinical, manufacturing and commercial approval requirements of the governing regulatory agencies of the countries in which it wishes to conduct studies or seek approval of product candidates. The process of obtaining regulatory approvals of drugs and ensuring subsequent compliance with appropriate federal, state, local and foreign statutes and regulations requires the expenditure of substantial time and financial resources. In the United States, the FDA regulates drug products under the Federal Food, Drug, and Cosmetic Act, or FDCA, as amended, its implementing regulations and other laws. If Mycotopia fails to comply with applicable FDA or other requirements at any time with respect to product development, clinical testing, approval or any other legal requirements relating to product manufacture, processing, handling, storage, quality control, safety, marketing, advertising, promotion, packaging, labeling, export, import, distribution, or sale, Mycotopia may become subject to administrative or judicial sanctions or other legal consequences. These sanctions or consequences could include, among other things, the FDA’s refusal to approve pending applications, issuance of clinical holds for ongoing studies, suspension or revocation of approved applications, warning or untitled letters, product withdrawals or recalls, product seizures, relabeling or repackaging, total or partial suspensions of manufacturing or distribution, injunctions, fines, civil penalties or criminal prosecution.

Preclinical Studies and Clinical Trials for Drugs

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

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

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

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

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

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

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

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

Progress reports detailing the results of the clinical trials, among other information, must be submitted at least annually to the FDA. Written IND safety reports must be submitted to the FDA and the investigators fifteen (15) days after the trial sponsor determines the information qualifies for reporting for serious and unexpected suspected adverse events, findings from other studies or animal or in vitro testing that suggest a significant risk for human volunteers and any clinically important increase in the rate of a serious suspected adverse reaction over that listed in the protocol or investigator brochure. The sponsor must also notify the FDA of any unexpected fatal or life-threatening suspected adverse reaction as soon as possible but in no case later than seven calendar days after the sponsor’s initial receipt of the information.

Controlled Substances

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

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

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

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

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

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

Employees

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

Legal Proceedings

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

EXECUTIVE COMPENSATION

Summary Compensation Table

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

Name and Principal Position	Year Ended Dec. 31	Salary ($)	Bonus ($)	Stock Award(s) ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation	Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)

Benjamin Kaplan	2021	-	-	-	-	-	-	-	-
President and CEO	2020	-	-	-	-	-	-	-	-

Mark D. Williams	2021	-	-	-	-	-	-	-
Former President and CEO	2020	142,943	-	-	-	-	-	25,000	167,943

Colin Gibson	2021	-	-	-	-	-	-	-	-
Former Vice President	2020	-	-	-	-	-	-	-	-

Executive Employment Agreements

On November 17, 2021, Mycotopia entered into an Executive Consulting Agreement (the “Kaplan Agreement”) with Benjamin Kaplan (“Kaplan”) pursuant to which Kaplan was appointed as CEO of Mycotopia. The initial term of the Kaplan Agreement is thirty-six (36) months, and, subject to certain termination provisions, the Agreement will automatically renew for an additional twelve (12) month period. Mycotopia is obligated to pay Kaplan in the following manner under the Kaplan Agreement: (i) A consulting fee of $24,000 per month for services performed, for a total compensation of $288,000 payable for each twelve (12) month period, (ii) Bonus compensation milestones by offering Kaplan a Warrant to purchase that number of shares of common stock of the Company equal to 5% of the issued and outstanding common shares, on a fully diluted basis, (iii) A significant transaction stock grant whereby Kaplan shall be granted that number of shares of common stock or a new series of preferred shares of the Company, that is convertible into common stock of the Company equal to 5% of the value of all of the consideration, including any stock, cash, or debt, of such completed transaction. As of December 31, 2021 and 2020, the Company accrued $50,000 and $0, respectively, related to the Kaplan Agreement.

The Kaplan Agreement will be terminated as a condition to closing of the merger. Mr. Kaplan will receive compensation as a member of the board of directors of PSLY after completion of the merger. He and the other directors of the corporation will each receive annual compensation of $60,000 and a stock option grant for 88,888 shares of common stock, which will vest over a three-year period.

Outstanding Equity Awards at Fiscal Year End

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

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

Director Compensation

Each director receives Sixty Thousand Dollars ($60,000.00) per annum paid in equal quarterly installments during the Company's fiscal year, in arrears. The payment can be made in either cash or shares of the Company’s common stock.

Certain Relationships and Related Transactions, and Director Independence

Information is set forth below for any transaction during the two years ended December 31, 2021, to which we were a party and in which any of our officers and directors or any holder of more than 10% of any class of our stock had or is deemed to have a material interest.

Related-Party Transactions

During the year ended December 31, 2020, Mycotopia Therapies 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, Mycotopia Therapies 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, Mycotopia Therapies owes $625,000 and $125,000, respectively. As of December 31, 2021 and 2020, Mycotopia Therapies accrued interest related to these loans and has outstanding $10,339 and $1,776, respectively. During the year ended December 31, 2021 and 2020, Mycotopia Therapies recorded interest expense of $8,564 and $1,766, respectively, in relation to these notes.

As of June 30, 2022, Mycotopia Therapies repaid the loans to Ehave, Inc. in full.

Director Independence

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

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF MYCOTOPIA THERAPIES, INC

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

See “Forward-Looking Statements” beginning on page [__] and “Risk Factors” beginning on page [__].

Overview

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

Recent Developments

On January 19, 2021, Ehave, Inc., a publicly traded company, sold 100% of its wholly owned subsidiary, Mycotopia Therapies, Inc., a Florida corporation, to Mycotopia (previously known as 20/20 Global Inc.). On May 4, 2021, 20/20 Global, Inc. changed its name to Mycotopia Therapies, Inc. and changed the symbol under which it trades in the OTC Pink Open Market to TPIA. As a result of the transaction described above, Ehave controls approximately 75.77% of Mycotopia’s outstanding shares.

Results of Operations

Comparison of the Three Months Ended June 30, 2022 and 2021

General and administrative

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

General and administrative expense for the three months ended June 30, 2022 totaled $86,596, a decrease of $18,300 compared to $104,896 for the three months ended June 30, 2021. The decrease was primarily due to legal and professional services in relation to being a public traded company.

Other expense

Other expense for the three months ended June 30, 2022 totaled $250,329, an increase of $247,816 compared to $2,513 for the three months ended June 30, 2021. The increase was due to interest expense on our convertible promissory notes and related debt discount amortization.

Comparison of the Six months ended June 30, 2022 and 2021

General and administrative

General administrative expenses consist primarily of costs associated with our overall operations and being a public company. The costs include legal and professional services, corporate and compliance related fees.

General and administrative expense for the six months ended June 30, 2022 totaled $992,327, an increase of $879,729 compared to $112,598 for the six months ended June 30, 2021. The increase was primarily due to stock-based compensation, advertising and marketing expenses, and legal and professional services in relation to being a public traded company.

Other expense

Other expense for the six months ended June 30, 2022 totaled $432,932, an increase of $429,881 compared to $3,051 for the six months ended June 30, 2021. The increase was due to the interest expense and amortization expense on the debt discount from our loans.

Liquidity and Capital Resources

To date, we have generated no revenues, experienced negative operating cash flows and have incurred operating losses from our activities. We expect to continue to fund our operations through the issuance of debt or equity. As of June 30, 2022, our accumulated deficit was $4,275,163. Such conditions raise substantial doubts about our ability to continue as a going concern.

During the six months ended, June 30, 2022, we raised $150,000 from the sale of our preferred stock. Additionally, the Company raised an additional $250,000 from the proceeds from convertible debt. This is in addition to previous capital raises that occurred during the year ended December 31, 2021, in which, the Company raised $895,000 in cash proceeds from the issuance of convertible debt, as well as, $500,000 in cash proceeds from a related party loan.

As of June 30, 2022, we had total current assets of $783,377 and total current liabilities of $95,631 resulting in a working capital deficit of $687,746. Net cash used in operating activities for the six months ended June 30, 2022 was $259,142, which includes a net loss from operations of $1,425,259, offset by stock based compensation of $874,438, amortization of debt discount of $375,774, and depreciation expense of $498, as week as the decrease in accounts payable and accrued expenses of $85,017, and the nominal increase in accrued interest on our shareholder loans of $424 due to the $5,000 payment on accrued interest.

As of June 30, 2022, we had cash of $783,377. We will need to raise significant additional capital to continue to fund operations. We may seek to sell common or preferred equity, convertible debt securities or seek other debt financing. In addition, we may seek to raise cash through collaborative agreements or from government grants. The sale of equity and convertible debt securities may result in dilution to our shareholders and certain of those securities may have rights senior to those of our common shares. If we raise additional funds through the issuance of preferred stock, convertible debt securities or other debt financing, these securities or other debt could contain covenants that would restrict our operations. Any other third-party funding arrangement could require us to relinquish valuable rights. The source, timing and availability of any future financing will depend principally upon market conditions, and, more specifically, on the progress of our product and programs as well as commercial activities. Funding may not be available when needed, at all, or on terms acceptable to us. Lack of necessary funds may require us, among other things, to delay, scale back or eliminate expenses including those associated with our planned product development and commercial efforts.

Off-Balance Sheet Arrangements

We did not have during the periods presented, and we do not currently have, any off-balance sheet arrangements, as defined under SEC rules, such as relationships with unconsolidated entities or financial partnerships, which are often referred to as structured finance or special purpose entities, established for the purpose of facilitating financing transactions that are not required to be reflected on our balance sheets.

Comparison of Years Ended December 31, 2021 and 2020

Sales and Cost of Sales

Mycotopia 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 $2,669,109. General and administrative expenses consisted primarily of consulting fees, stock-based compensation, board compensation, and fees for legal and professional services. The increase in our general and administrative expenses is the result of increased administrative costs due to increased compliance costs. Mycotopia has employed cost savings strategies as Mycotopia seeks 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 on amounts due to related parties. Other expense of $1,806 for the year ended December 31, 2020, consisted of interest expense.

Net Loss from Operations

Mycotopia had net losses from operations for the years ended December 31, 2021 and 2020, of $2,669,109 and $14,223, respectively.

Liquidity and Capital Resources

As of December 31, 2021, Mycotopia had working capital of $961,149, up from working capital of $108,751 as of December 31, 2020. Mycotopia’s current assets of $1,267,519 consisted solely of cash, while current liabilities consisted predominantly of accrued interest and a shareholder loan. Mycotopia had an accumulated deficit of $2,849,904 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 received 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. Mycotopia had a cash balance of $1,267,519 and $110,747 as of December 31, 2021 and 2020, respectively.

Mycotopia’s monthly operating costs averaged approximately $15,500 per month for the year ended December 31, 2021, excluding capital expenditures. Mycotopia plans to fund our operations with our cash on hand.

Our consolidated financial statements have been prepared assuming Mycotopia 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 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 Mycotopia be unable to continue as a going concern.

Off-Balance Sheet Arrangements

Mycotopia has no off-balance sheet arrangements.

Critical Accounting Policies

Mycotopia has identified the policies outlined below as critical to its business operations and an understanding of its results of operations. The list is not intended to be a comprehensive list of all of Mycotopia’s 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 Mycotopia’s business operations is discussed throughout Management’s Discussion and Analysis of Financial Condition and Results of Operations when such policies affect 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 preparation of the financial statements requires Mycotopia 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. Mycotopia cannot assure that actual results will not differ from those estimates.

Revenue Recognition and Cost of Goods Sold

Effective January 1, 2018, Mycotopia adopted ASC Topic 606, Revenue from Contracts with Customers. Under ASC Topic 606, Mycotopia recognizes 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.

Income Taxes

Mycotopia 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, Mycotopia 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. Mycotopia had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of ASC Topic 740-10-25.

Stock Based Compensation

Mycotopia follows 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).

Fair Value of Financial Instruments

Mycotopia 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; and

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.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

Of MYCOTOPIA AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information, as of August 19, 2022, respecting the beneficial ownership of our outstanding common stock by: (i) any holder of more than 5%; (ii) each of the Named Executive Officers (defined as any person who was principal executive officer during the preceding fiscal year and each other highest compensated executive officers earning more than $100,000 during the last fiscal year) and directors; and (iii) our directors and Named Executive Officers as a group, based on 14,554,095 shares of common stock outstanding:

Name of Person or Group^*	Nature of Ownership	Amount	Percent

Principal Stockholders:
Ehave Inc.	Common stock	9,793,754	67.3%

Directors:
Benjamin Kaplan as CEO of Ehave Inc.	Common stock	9,793,754	67.3%

Benjamin Kaplan, Individually	Common stock	250,000	1.7%

Mark Croskery	Common stock	16,912	<1%

All Executive Officers and Directors as a Group (3 persons):	Common stock	10,060,666	69.1%

Mark D. Williams	Common stock	999,997	6.97%

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

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

________________________

^*Address for all stockholders is 18851 NE 29th Ave., Suite 700, Aventura, FL 33180

INFORMATION REGARDING EI.VENTURES, INC.

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

Company History

Ei.Ventures, Inc., a Delaware corporation (“Ei.”), is a start-up company formed in May 2019 with the ambition being at the forefront of new industries and technologies. Ei. is engaging in innovative psychoactive therapeutic compounds, delivery systems and non-psychoactive nutritional supplements that address global mental healthcare needs. Ei. began as a wholly owned subsidiary of Orthogonal Thinker, Inc., a Delaware corporation (“Orthogonal”), a company engaged in developing intellectual property. In 2020, Ei. agreed to licensing terms with Orthogonal of certain intellectual property related to healthcare. With the recent emergence and rapid growth of digital technologies, Ei. believes that that the future of mental health solutions will not be in the brick-and-mortal clinics, but in the metaverse.

Business Overview

Mental health conditions such as depression, substance use disorder, or SUD, and anxiety, which are among Ei.’s anticipated targeted focus indications, are highly prevalent and estimated to affect more than one billion people globally. Additionally, it is expected that more than 50% of the U.S. populations will be diagnosed with a mental health condition at some point in their lifetime. The COVID-19 pandemic has led to increased incidence of mental health conditions and an increase in persons seeking mental health services. Those suffering from mental health conditions have higher mortality rates than the general population and often experience decreased quality of life as a result of emotional, behavioral, or physical manifestations. Between 2009 and 2019, spending on mental health care in the United States increased by more than 50%, reaching $225 billion, and a Lancet Commission report estimates the global economic cost will reach $16 trillion by 2030. While current treatments, such as selective serotonin reuptake inhibitors, or SSRIs, and serotonin-norepinephrine reuptake inhibitors, or SNRIs, are well established and effective for certain patients, a significant percentage of patients either respond inadequately or relapse, translating to a significant unmet patient need. Additionally, with the rapidly growing patient population, Ei. believes that it will need accessible treatment solutions. Ei. believes that future treatment solutions will be in virtual settings in the metaverse.

On October 8, 2020, Ei. agreed to terms with Orthogonal for a royalty-free license of certain intellectual property (the “License Agreement”), including the compositions addressed in Orthogonal’s provisional patent application, the associated intellectual property, and also intellectual property associated with a number of additional psilocybin-based psychoactive compounds and non-psychoactive nutritional supplements not included in the provisional application. The License Agreement grants Ei. an exclusive world-wide right to use, manufacture, develop, commercialize, market and sell all of the licensor’s intellectual property addressed in the License Agreement with respect to the intellectual property for medicinal, therapeutic, nutraceutical and adult recreational uses, including the matters included in the provisional application. No consideration was paid to Orthogonal for the license. The license is perpetual, subject to limited termination rights, for example, if Ei. is found guilty of criminal activity or Ei. files for bankruptcy.

Ei.’s initial research into psychoactive therapeutic compounds is planned to be conducted with respect to psilocybin and/or psilocin. Psilocybin is a naturally-occurring psychedelic compound produced by more than 200 species of mushrooms, collectively known as psilocybin mushrooms. Psilocybin is quickly converted by the body to psilocin, which is a non-selective serotonin receptor agonist responsible for its pharmacologic effects. Currently in the United Sates, the possession of psilocybin and psilocin is illegal because psilocybin is a Schedule I controlled substance. As a result, the federal government has the right to regulate and criminalize psilocybin, including for medical purposes. In Canada, psilocybin is classified as a schedule III drug, meaning activities such as sale, possession, or production of these substances are prohibited unless they have been authorized for clinical trials or research purposes, consistent with Part J of Canada’s Food and Drug Regulations. Current formulations and testing are theoretical—Ei. has not taken any steps to test or otherwise verify any of the formulations—and, if approved, actual testing will only proceed in government-approved laboratories.

Ei. intends to build upon its current intellectual property holdings by developing a differentiated portfolio of psychoactive and non-psychoactive products on the presumption that they will become regulatorily approved, such approval within the sole determination of the FDA and other comparable regulatory agencies. In the coming years, Ei. believes that it will see significant increases in demand from patients and governments for plant-derived products, including psychoactive therapeutic products. Ei. intends to be well-positioned at that time to expand availability of these products to patients if they become legal and are approved by the FDA and other comparable regulatory agencies, as medical psilocybin becomes recognized worldwide as a viable treatment option for patients suffering from a variety of diseases and conditions.

Ei.’s progress with regard to the testing and sale of psychoactive therapeutic options will depend, in large part, on changes to the federal and state regulations in the United States and abroad with regard to biopharmaceutical research involving psychedelics or rescheduling of psilocybin and/or psilocin as a Schedule I controlled substance (or schedule III drug in Canada), along with its ability to obtain and maintain patent protection of current and future compositions. Ei. intends to conduct pre-clinical and clinical trials on its current compositions to meet FDA regulations. Current formulations and testing are theoretical and, if approved, actual testing will only proceed in government-approved laboratories. Pre-clinical and clinical testing is expensive, is difficult to design and implement and can take years to complete. The initial testing that Ei. intends to complete within the next year, for each formulation, which in large part will be theoretical, includes (1) the development of one or more active pharmaceutical ingredients; (2) product characterization to determine size shape, strengths and weaknesses, toxicity, bioactivity, and bioavailability; (3) formulation, delivery, and packaging development to devise a formulation that insures the proper drug delivery parameters; (4) pharmacokinetics (PK) and absorption/distribution/metabolism/excretion (ADME) studies; (5) preclinical toxicology testing to determine the bioactivity, safety, and efficacy of the formulations; and (6) Phase 1 clinical trials to evaluate pharmacokinetic parameters and tolerance.

While Ei. navigates through pre-clinical research on its psychoactive compositions and the accompanying strict regulatory environment, it also intends to develop and commercialize non-psychoactive nutritional supplement products that will be synergistic with the psychoactive therapeutic options to address one’s whole well-being through a wholly-owned subsidiary, Mana Health Labs, Inc., a Delaware corporation. Through this subsidiary, Ei. intends to make “MANA” a nationally recognized brand in the nutritional supplements industry. Ei. intends to launch the following initial products: (1) Brain MANA, a non-psychotropic mushroom formulation with enhanced bioavailability, (2) Intelliburst, a natural focus and energy booster, (3) Happy Sexy, a weight loss booster; (4) Sleepy Sexy, a weight loss booster and sleep aid. Ei. plans to manufacture all of its nutritional supplement products from natural ingredients in compliance with U.S. Food and Drug Administration laws and regulations. Ei. intends to package its nutritional supplements in different forms, such as tablets, gummies, capsules, and powders. Ei. anticipates that all of its products will be GMO-free, which it intends to emphasize in its marketing campaigns to the extent possible.

Through the research Ei. conducted and with the overall goal of psychoactive therapeutics being a legal option for treating persons and health conditions Ei. began analyzing how the current medical system works. Ei. recognized the evolution of medicine including the emergence of telehealth services. Ei. believes these advancements in the medical field, including telehealth will stay long after the Covid-19 pandemic, and as such, believe more resources need to be created to deliver such services efficiently and securely. In April, 2022, Ei. formed a subsidiary, Pluto11.11, Inc., a Delaware corporation, (“Pluto11.11”), to focus on emerging technologies such as the Metaverse, blockchain technologies and Web3. Pluto 11.11’s mission is to engage and further development of these technologies, specifically investing in physical assets in the Metaverse. Ei. expects to utilize the development of these technologies, to create a safe, efficient, and secure way to provide telehealth services in general and specifically to the psychoactive therapeutics. Ei. believes that Ei. and Pluto11.11 may have unique opportunities to invest in or acquire companies that are compatible with this mission because of longstanding relationships and the potential for collaboration between such other companies and Ei. and Pluto11.11.

There can be no assurance that Ei. will be able to accomplish this intermediate business plan: Ei. is organized and directed to operate strictly in accordance with all applicable federal, state and provincial laws. Accordingly, at this time, Ei. does not grow, process, own, handle, transport or sell psilocybin-based products. However, if the legal environment changes in the United States or in Canada, Ei.’s management may explore business opportunities in the development of laboratories, and growing/cultivation operations, provided that no such business opportunities become legally permissible under applicable federal and state or provincial law.

Market Opportunity and Potential

Ei. engages in the discovery, development and commercialization of regulatory approved, plant-derived, psychoactive therapeutic compounds. Psilocybin and psilocin are naturally occurring psychedelic compounds found in more than 200 species of mushrooms. They are similar chemically, with psilocin being the psychoactive compound that stimulates the human brain. Psilocin oxidizes and loses its potency very quickly. Psilocybin has an additional element in its composition which prevents oxidization. Because of this psilocybin-containing mushrooms can be dried and kept for a long time without a drop in potency. Psilocybin becomes psilocin in the human body and binds with serotonin receptors in the brain, which regulate the release of neurotransmitter chemicals related to appetite, cognition, anxiety, imagination, learning, memory, mood, and perception. Psilocin produces psychedelic experiences and an altered state of consciousness.

The World Health Organization estimates that over 264 million people worldwide suffer from major depressive disorder, or MDD. The second leading of cause of death in 15-29-year-olds is suicide related to MDD. In the United States, the economic burden of MDD accounts for approximately $200 billion per year. Patients suffering with MDD are treated through a number of approaches. Most treatments for MDD rely on a treatment plan focused on the brain’s neurotransmitter monoamine levels. This methodology has exhibit limited efficacy in a significant portion of patients and often results in high relapse rates. Ei. believes that it is time for a new approach to the treatment of MDD that can deliver reliable results and long-term efficacy.

Psilocybin is currently classified as a Schedule I drug in the United States and is similarly prohibited in many jurisdictions. While the legal status of psilocybin currently restricts the research that can be performed on its ability to treat MDD and other conditions, there is

a rapidly growing body of evidence that psilocybin may have beneficial effects on depression and other mental health conditions. The FDA and the U.S. Drug Enforcement Administration, or DEA, have permitted the use of psilocybin in clinical studies for the treatment of a range of psychiatric conditions. In particular, recent studies demonstrate that psilocybin may beneficially alter the extracellular release of serotonin and dopamine, resulting in brain network connectivity and increased level of neuroplasticity. These studies are encouraging and demonstrate that psilocybin therapy may have the potential to ensure rapid and enduring mood effects.

With regard to the nutritional supplements, Ei.’s aim is to operate within the large and growing nutritional supplements industry. According to Nutrition Business Journal’s Supplement Business Report 2020, the nutritional supplement industry generated $123.28 billion in sales in 2019 and is projected to grow 8% per annum through 2027. Ei. anticipates several key demographic, healthcare, and lifestyle trends to drive the continued growth of this industry. These trends include increasing awareness of nutritional supplements across major age and lifestyle segments of the U.S. population, and increased focus on fitness and healthy living.

Ei. intends that the United States will be its initial target market for sales of its nutritional supplements. Ei. anticipates distributing its products through four primary channels: (1) master distributors in the nutritional supplements market; (2) master distributors in the fast-moving consumer goods industry; (3) big box retailers; (4) its own website and internal sales force; and (5) white-label opportunities for its products. With time, Ei. intends to expand its reach globally.

Unlike cannabis, for which a large number of people report usage, psilocybin currently is consumed relatively rarely, with only about 0.1 percent of persons surveyed reporting psychedelic use in 2019. Psilocybin is neither physically addictive nor shown to cause psychological dependence. Psilocybin and psilocin produce short-term tolerance in users, which diminishes its effects with repeated dosing. It can take several weeks to a month for tolerance to return to normal levels. As with cannabis, LSD and other hallucinogens, psilocybin has also been linked to a poorly understood phenomena known as Hallucinogen Persisting Perception Disorder (HPPD), in which sufferers report ongoing distortions to their perception, even years later. Symptoms can range from minor visual issues to disturbing hallucinations.

Psilocybin has the potential to aid in the treatment of depression, eating disorders and addiction, but the study of psychedelics and their applications in medicine and psychology is still in its infancy, hampered by its Schedule I Narcotics status and the United States’ “War on Drugs”. However, psilocybin has shown promise in combination with psychotherapy. Recent studies have shown that psilocybin and psilocin may act as primary medicines in the treatment of a number of mental disorders.

Various potential competitors to Ei. are in differing stages of clinical trials for similar or competing product compounds as follows:

Companies	Stage
Atai Life Sciences AG	Phase 1 and Phase 2
Champignon Brands Inc.	Pre-Clinical/Phase 1
Compass Pathways Ltd	Phase 2(b) TRD
Cybin Inc.	Pre-clinical
Eluesis Ltd.	Phase 1 completed
Field Trip Health, Inc.	Pre-clinical
Mind Medicine Inc.	Phase 1(b) and Phase 2
Tactogen, Inc.	Pre-clinical

Ei. believes that in the coming years and with greater legalization, medical psilocybin will become accepted, resulting in a growth in demand for the availability of psilocybin-based products and services. Ei. sees an opportunity, as legal psilocybin industries emerge in North America and around the world, to create a broad-based portfolio of differentiated psilocybin-based products that it intends to develop and bring to market in a legal and professional manner. Ei. believes that many patients will come to rely on medical psilocybin as a substitute to opioids and other narcotics.

Intellectual Property

Orthogonal in October 2020 received from the inventor the assignment of certain specific proprietary compounds, methods, discoveries and formulations in the field of natural, non-synthetic psychoactive compounds containing psilocybin/psilocin. As part of this assignment, Orthogonal obtained the complete rights to develop, commercialize, license and seek patent protection for the acquired intellectual property.

In March 2020 Orthogonal filed a provisional patent application with the US Patent and Trademark Office seeking patent protection for aspects of the acquired intellectual property. A provisional application is not examined by a patent examiner and remains confidential.

The provisional patent application describes several compositions, such as oral dosage forms, containing psilocybin and/or psilocin in combination with various specified amino acids, vitamins, plant herbs and/or other compounds. The application also describes methods for making these compositions and using these compositions, including for the treatment of anxiety disorders, depressive disorders or compulsive disorders.

On October 8, 2020, Ei. agreed to terms with Orthogonal Thinker, Inc. for the License Agreement, a royalty-free license of certain intellectual property, including the compositions addressed in Ei.’s provisional patent application, the associated intellectual property, and also intellectual property associated with a number of additional psilocybin-based psychoactive compounds and non-psychoactive nutritional supplements not included in the provisional application. The License Agreement grants Ei. an exclusive world-wide right to use, manufacture, develop, commercialize, market, and sell all of the intellectual property addressed in the License Agreement with respect to the intellectual property for medicinal, therapeutic, nutraceutical and adult recreational uses, including the matters included in the provisional application. No consideration was paid to Orthogonal Thinker, Inc. for the license. The license is perpetual, subject to limited termination rights, for example, if Ei. is found guilty of criminal activity or files for bankruptcy.

On March 19, 2021, Ei. filed a Patent Cooperation Treaty (PCT) application, claiming priority to a March 20, 2020 U.S. Provisional patent application. The PCT application is for a composition that contains: (A) a psychoactive compound selected from the group consisting of psilocybin, psilocin, and combinations thereof; and (B) a supplement selected from the group consisting of an amino acid, a vitamin B6, piracetam, gamma aminobutyric acid (GABA), theobromine, caffeine, resveratrol, and combinations thereof. A method of producing the composition and an oral dosage containing the composition are also described in the application. A PCT application is not examined unless it is filed as a national stage application with individual countries. Before September 19, 2022, Ei. will need to decide whether to file further national stage applications that claim priority to the PCT application. Ei. cannot be sure that patents will be granted with respect to any patent applications it may file in the future, nor can it be sure that any patents that may be granted in the future upon which it relies will be commercially useful in protecting Ei.’s compositions and processes.

The following trademark applications are pending with the United States Patent and Trademark Office. Each of these applications is owned by Orthogonal and licensed to Ei:

· US Trademark Application No. 90/314,558 for the EI.VENTURES mark, filed on November 12, 2020, with Notice of Allowance issued on January 4, 2022;

· US Trademark Application No. 90/314,547 for the mark, filed on November 12, 2020, with Notice of Allowance issued January 18, 2022;

· US Trademark Application No. 90/323,536 for the mark, filed on November 17, 2020, with a Notice of Allowance issued January 18, 2022;

· US Trademark Application No. 90/323,539 for the mark, filed on November 17, 2020, with a Non-final Office Action issued January 10, 2022;

· US Trademark Application No. 88/814,693 for the PSILLY mark, filed on February 28, 2020, which was suspended on December 20, 2020;

· US Trademark Application No. 88/814,694 for the PSILLY LIFE mark, filed on February 28, 2020, which was suspended on December 20, 2020;

· US Trademark Application No. 90/317,444 for the TRUST THE PSILLY mark, filed on November 13, 2020, with a Notice of Allowance received February 1, 2022;

· US Trademark Application No. 90/314,553 for the BRAIN MANA mark, filed on November 12, 2020, and published on November 9, 2021, with Mana Up Labs, LLC filing a 90-day extension of time to oppose on December 8, 2021;

· US Trademark Application No. 90/323,507 for the MANA mark; filed on November 17, 2020, and published on November 9, 2021, with Mana Up Labs, LLC filing a 90-day extension of time to oppose on December 8, 2021, and an Opposition filed on March 9, 2022 to which Ei. will need to Answer by May 18, 2022;

· US Trademark Application No. 90/323,525 for the mark, filed on November 17, 2020, which was suspended on November 1, 2021; and

· US Trademark Application No. 90/323,513 for the mark, filed on November 17, 2020, and published on November 9, 2021, with Mana Up Labs, LLC filing a 90-day extension of time to oppose on December 8, 2021;

· US Trademark Application No. 90/323,536 for the mark, filed on November 17, 2020, with a Notice of Allowance issued September 7, 2021;

. US Trademark Application No. 97/142,392 for the PSLY mark, filed on November 24, 2021;

. US Trademark Application No. 97/142,446 for the PSLY mark, filed on November 24, 2021;

. US Trademark Application No. 97/146,383 for the mark, filed on November 29, 2021;

. US Trademark Application No. 97/146,433 for the mark, filed on November 29, 2021;

Ei. cannot be sure that applied-for trademark applications will be granted, nor that any trademarks that may be granted in the future upon which it relies will be commercially useful in protecting Ei.’s proposed branding.

Ei. does not own or operate, and currently have no plans to establish, any manufacturing facilities for final manufacture. Ei. intends to rely on third parties for the manufacture of its compositions for future pre-clinical studies and clinical testing, as well as for commercial manufacture of any products that it may be able to commercialize.

For its future drug candidates, Ei. aims to identify and qualify manufacturers and researchers to provide the application program interface, or API, and fill-and-finish services prior to submission of an NDA to the FDA. Ei. expects to fund the development of drug candidates that can be produced cost-effectively at contract manufacturing facilities.

Government Regulation and Product Approval

Governmental authorities in the United States, at the federal, state, and local level, Canada and other countries extensively regulate, among other things, the research, development, testing, manufacture, labeling, packaging, promotion, storage, advertising, distribution, marketing, and export and import of products such as those it is developing. Ei.’s drug candidates must be approved by the FDA through the NDA process before they may be legally marketed in the United States, by HC through the NDS process before they may be legally marketed in Canada and by the European Medical Associate through the Marketing Authorization Application, or MAA, process before they may be legally marketed in Europe. Ei.’s drug candidates will be subject to similar requirements in other countries prior to marketing in those countries. The process of obtaining regulatory approvals and the subsequent compliance with applicable federal, state, local and foreign statutes and regulations require the expenditure of substantial time and financial resources.

Regulation of Psilocybin

United Stated Drug Enforcement Agency

Psilocybin and psilocybin extracts are regulated as “controlled substances” as defined in the Controlled Substances Act of 1970 (“CSA”), which establishes registration, security, recordkeeping, reporting, storage, distribution and other requirements administered by the Drug Enforcement Administration (“DEA”). The DEA is concerned with the control of handlers of controlled substances, and with the equipment and raw materials used in their manufacture and packaging, in order to prevent loss and diversion into illicit channels of commerce.

The DEA regulates controlled substances as Schedule I, II, III, IV or V substances. Psilocybin is currently regulated as a Schedule I substance, which by definition has no established medicinal use, and may not be marketed or sold in the United States. A drug may be listed as Schedule II, III, IV or V, with Schedule II substances considered to present the highest risk of abuse and Schedule V substances the lowest relative risk of abuse among such substances. Psilocybin and psilocybin extracts are listed by the DEA as Schedule I controlled substances under the CSA. Consequently, their manufacture, shipment, storage, sale and use are subject to a high degree of regulation. Annual registration is required for any facility that manufactures, distributes, dispenses, imports or exports any controlled substance. The registration is specific to the particular location, activity and controlled substance schedule. For example, separate registrations are needed for import and manufacturing, and each registration will specify which schedules of controlled substances are authorized.

The DEA typically inspects a facility to review its security measures prior to issuing a registration. Security requirements vary by controlled substance schedule, with the most stringent requirements applying to Schedule I and Schedule II substances. Required security measures include background checks on employees and physical control of inventory through measures such as cages, surveillance cameras and inventory reconciliations. The registered entity must maintain records for the handling of all controlled substances and must make periodic reports to the DEA. These include, for example, distribution reports for Schedule I and II controlled substances, Schedule III substances that are narcotics, and other designated substances. The registered entity must also report thefts or losses of any controlled substance and obtain authorization to destroy any controlled substance. In addition, special authorization and notification requirements apply to imports and exports.

In addition, a DEA quota system controls and limits the availability and production of controlled substances in Schedule I or II. Distributions of any Schedule I or II controlled substance must also be accompanied by special order forms, with copies provided to the DEA. The DEA may adjust aggregate production quotas and individual production and procurement quotas from time to time during the year, although the DEA has substantial discretion in whether to make such adjustments. To meet its responsibilities, the DEA conducts periodic inspections of registered establishments that handle controlled substances. In the event of non-compliance, the DEA may seek civil penalties, refuse to renew necessary registrations, or initiate proceedings to revoke those registrations. In certain circumstances, violations could lead to criminal prosecution.

States

The states also maintain separate controlled substance laws and regulations, including licensing, recordkeeping, security, distribution, and dispensing requirements. State authorities, including Boards of Pharmacy, regulate use of controlled substances in each state. Failure to maintain compliance with applicable requirements, particularly as manifested in the loss or diversion of controlled substances, can result in enforcement action that could have a material adverse effect on its business, operations, and financial condition.

Currently in the U.S. the possession of psilocybin-containing mushrooms is illegal because they contain the Schedule I drugs psilocybin and psilocin. The cities of Denver, Colorado; Oakland, California; and Santa Cruz, California have decriminalized the drug. The state of Oregon also voted to legalize psylocibin. These limited city/state laws conflict with the federal CSA, which makes psilocybin use and possession illegal at the federal level. Because psilocybin is a Schedule I controlled substance, however, the development of a legal psilocybin industry under the laws of these states conflicts with the CSA, which makes psilocybin use and possession illegal on a national level. If psilocybin is treated like cannabis, the federal government has the right to regulate and criminalize psilocybin, including for medical purposes, and that federal law criminalizing the use of psilocybin preempts state laws that legalize its use.

Health Canada

In Canada, psilocybin is classified by HC as a schedule III drug under the Controlled Drugs and Substances Act (“CDSA”), meaning activities such as sale, possession, or production of these substances are prohibited unless they have been authorized for clinical trials or research purposes by HC, consistent with Part J of Canada’s Food and Drug Regulations. Under Part J, a party may file a CTA to study psilocybin for a medicinal use. The compliance and monitoring of controlled drugs and substances in Canada is overseen by HC’s Office of Controlled Substances, in conjunction with law enforcement agencies. The CDSA provides for the control of substances that can alter mental processes and that may produce harm to health and to society when diverted or misused. Except as authorized under its related regulations, or via an exemption issued under section 56 of the CDSA, most activities involving substances regulated under the CDSA, such as possession, import, export, trafficking, and production are prohibited. Controlled substances are regulated and grouped into Schedules I to V to the CDSA. Schedule III is considered of less abuse potential than Schedule I.

HC administers the CDSA and its regulations to: (1) allow access for lawful purposes and (2) reduce the risk that controlled substances and precursors will be used for illegal purposes. To meet these two objectives, HC: (1) issues licenses, permits and exemptions, (2) monitors trends of problematic substance use, (3) updates the Schedules to the CDSA based on assessments of new or existing substances, when necessary, (4) works with international organizations and other countries to meet Canada’s obligations regarding controlled substances. The CDSA applies to a broad range of parties, including: (1) manufacturers, distributors, importers and exporters who must get a license to produce, sell, import or export controlled substances and precursors, (2) importers and exporters who must get a permit each time they import and export a controlled substance or precursor, (3) health professionals who must comply with requirements when prescribing and giving controlled substances to a patient, and (4) researchers who must get permission to have a controlled substance for research purposes.

All regulated parties must comply with requirements for: (1) security, (2) reporting, and (3) record-keeping. HC promotes and enforces compliance with the CSDA by: (1) developing and publishing guidance, (2) informing affected parties of any regulatory changes, and (3) publishing notices seeking public input on proposed regulatory changes. HC also carries out inspections of regulated parties and monitors regulated activities. HC may act when a regulated party is not following the rules of the CDSA, including (but are not limited to): (1) issuing warning letters, (2) requiring a corrective action plan, (3) suspending and revoking licenses, permits or exemptions to stop a regulated party from conducting activities. To further enforce the CDSA, HC works with a wide range of partners and

stakeholders, including: (1) provincial and territorial governments, (2) other federal departments and agencies, (3) law enforcement agencies, (4) academic, scientific and research communities, (5) non-government organizations, such as national, provincial, and territorial health professional associations, (6) federal regulators in other countries, (7) international organizations, such as the United Nations.

In Canada, mushroom spore kits and are legal and are sold openly in stores or on the Internet, as the spores and kits themselves are legal. Online dispensaries exist that openly sell microdoses to Canadian patients with medical prescriptions. The Canadian police tolerates the activity, citing focus on more harmful criminal drug activities. In September 2019, a motion to prevent the sale of magic mushrooms was defeated by Vancouver council.

In addition to HC, the National Association of Pharmacy Regulatory Authorities (NAPRA) also has a role in scheduling new drugs, which is separate from HC’s scheduling process. NAPRA’s role in the drug scheduling process occurs after HC has authorized a drug for sale in Canada and determined whether the drug requires a prescription for sale. NAPRA does not have any role or authority in the authorization of new health products for the Canadian market and does not review products that have been classified as requiring a prescription by HC.

While the federal government determines certain conditions of sale, such as the need for a prescription, provincial/territorial governments can further specify the conditions of sale of drug products. Prior to 1995, each province and territory had its own system for determining the conditions of sale for non-prescription drugs in Canada, leading to wide variability in the way drugs were sold across Canada. In 1995, NAPRA’s members, the pharmacy regulatory authorities across Canada, endorsed a proposal for a national drug scheduling model, to align the provincial/territorial drug schedules so that the conditions of sale for drugs would be more consistent across Canada. This harmonized national model is administered by NAPRA and is called the National Drug Schedules (NDS) program.

All of the provinces and territories, except Quebec, have adopted the National Drug Schedules in some manner. The NDS come into force in each province/territory through provincial regulations. In general, the National Drug Schedules capture drugs that have been authorized for sale and classified as non-prescription by HC. Other products approved by HC (e.g. natural health products, medical devices) are outside the scope of the program and are not considered products for scheduling within the NDS.

Once the National Drug Scheduling Advisory Committee has reviewed a particular drug, it will make an interim drug scheduling recommendation. A 30-day consultation period follows, after which the NAPRA Board of Directors will make a final scheduling recommendation. The National Drug Schedules are then amended, and the final recommendation is implemented according to the rules in each province or territory.

In summary, whereas in the U.S. psilocybin is presumed to have no medical use and is s Schedule I drug, in Canada, psilocybin is classified as a drug with a lower potential for abuse under Schedule III and is being studied in clinically-supervised settings for its potential to treat various conditions such as anxiety, depression, obsessive compulsive disorder and problematic drug use. Currently there are no approved therapeutic products containing psilocybin in Canada or the US. Once a psilocybin- psilocin-containing product were approved in Canada, Ei. would expect it to remain Schedule III or a higher level (IV or V) and that NAPRA could schedule as I, requiring a prescription.

Ei. Assets

Since its inception in 2019, Ei. has built its pipeline through incubation and business development efforts, and it has advanced multiple programs through early stages of development. Ei. has also, where appropriate, invested in companies where it believes there may be potential collaborations between such companies and its vision. The following table summarizes Ei.’s assets based on original investment in the following entities:

Ei. Assets:	Amount Invested
Intangible assets consist of 132 digital parcels estate in The Sandbox	$1,657,586
Property and Equipment	$43,253
Ei. Investments through wholly owned subsidiary Pluto 11.11 Inc.
Investment Bitzero Blockchain I	$222,000
Investment Odyssey Wellness	$222,000
Investment R Capital Funds
R Capital Gaming IIA	$22,200
RCapital Crypto Iii	$111,000
RCapital Crypto Iv A	$21,111
RCapital Fin Tech 1	$111,000
RCapital Orbiter IA	$25,000
Total Investment R Capital Funds	$290,311
Investment Unstoppable Domains	$1,111,000
Total Pluto 11.11 Inc. Investments	$1,845,311

Additional Holdings

As part of Ei.’s ambition to address global mental healthcare needs, for which Ei. needs a global presence, Ei. acquired a presence in The Sandbox metaverse, consisting of a 12x12 estate comprised of 144 parcels of prime commercial space, consisting of 144 LAND parcels located at -36, 0 for 450 ETH. Orthogonal facilitated the Sandbox metaverse purchase transaction and will be the beneficial owner of 12 of the 144 parcels of land as compensation for its services.

Litigation

Ei. is not aware of any litigation pending or threatened against Ei.

Corporate Information

Ei. was incorporated in the State of Delaware on May 3, 2019 under the name Ei.Ventures, Inc. Ei.’s principal executive office address is 1215 South Kihei Road, Suite O PMB 424, Kihei, Hawaii 96753. Ei.’s corporate telephone number is (808) 213-8191. Ei.’s corporate website is www.ei.ventures. The information contained on or that can be accessed through Ei.’s website is not incorporated by reference into this proxy statement/prospectus, and you should not consider information on Ei.’s website to be part of this proxy statement/prospectus or in deciding whether to vote in favor of the Merger.

Management’s Discussion and analysis of Financial Condition and Results of Operations for Ei.

The following discussion and analysis of Ei.’s financial condition and results of operations should be read together with Ei.’s financial statements and related notes appearing elsewhere in this proxy statement/prospectus. Some of the information contained in this discussion and analysis or set forth elsewhere in this proxy statement/prospectus, including information with respect to Ei.’s plans

and strategy for its business and related financing, includes forward-looking statements involving risks and uncertainties and should be read together with the “Risk Factors” section of this proxy statement/prospectus for a discussion of important factors which could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Ei. is in the very earliest stages of development. It does not expect to generate significant revenue for at least the next few years due to research and development and general and administrative expenses. The following discussion and analysis should be read in conjunction with Ei.’s financial statements and notes thereto contained elsewhere in this filing. Ei. expects to continue to incur significant expenses and increasing operating losses for at least the next several years. Ei. anticipates that all of its expenses will increase substantially as it:

·continues its research and development efforts;

·contracts with third-party research organizations to manage its pre-clinical and clinical trials for its drug candidates;

·outsources the manufacturing of its drug candidates for pre-clinical studies and clinical trials;

·seeks to obtain regulatory approvals for its drug candidates;

·maintains, expands and protects its intellectual property portfolio;

·adds operational, financial and management information systems and personnel to support its research and development and regulatory efforts; and

·operates as a public company.

Ei. does not expect to generate revenue from product sales unless and until it successfully completes development and obtains marketing approval for one or more of its drug candidates, which it expects will take a number of years and is subject to significant uncertainty. Accordingly, Ei. will need to raise additional capital prior to the commercialization any of its current or future drug candidates. Until such time, if ever, as it can generate substantial revenue from product sales, Ei. expects to finance its operating activities through equity offerings or debt financings, collaborations, strategic alliances and licensing arrangements. However, Ei. may be unable to raise additional funds or enter into such other arrangements when needed on favorable terms or at all. Ei.’s failure to raise capital or enter into such other arrangements as and when needed would have a negative impact on its financial condition and its ability to develop its drug candidates.

Critical Accounting Policies and Estimates

Ei.’s management’s discussion and analysis of its financial condition and results of operations is based on its financial statements, which it has prepared in accordance with generally accepted accounting principles in the United States of America, or U.S. GAAP. The preparation of these financial statements requires Ei. to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported revenues and expenses during the reporting periods. Ei. evaluates these estimates and judgments on an ongoing basis. Ei. bases its estimates on historical experience and on various other factors that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Ei.’s actual results may differ from these estimates under different assumptions or conditions.

Ei.’s significant accounting policies are more fully described in Note 2 to its financial statements appearing elsewhere in this proxy statement/prospectus. Ei. believes that the accounting policies are critical for fully understanding and evaluating its financial condition and results of operations.

Net Loss Per Share

Basic net loss per common share attributable to common shareholders is calculated by dividing net loss attributable to common shareholders by the weighted average number of common shares outstanding for the period. Since proxy statement/prospectus was in a loss position for all periods presented, basic net loss per share is the same as dilutive net loss per share as the inclusion of all potential dilutive common shares which consist of stock options and warrants, would be anti-dilutive.

Financial Overview

Revenue

Ei. did not generate any revenue in the period from inception (date) through June 30, 2022. Ei.’s ability to generate product revenues in the future will depend almost entirely on its ability to successfully develop, obtain regulatory approval for and then successfully commercialize one or more drug candidates in the United States.

Operating Expenses

General and Administrative Expenses

General and administrative expenses consist primarily of:

·personnel expenses, including advisor fees, travel, and other expenses incurred by personnel in executive and administrative functions;

·share-based compensation expenses resulting from the equity awards granted to employees engaged in executive and administrative functions; and

·legal and professional fees, including consulting, accounting and audit services;

Ei. anticipates that its general and administrative expenses will increase in the future as it increases its headcount to support its continued research activities and development of its drug candidates.

Research and Development Expenses

Research and Development expenses consist primarily of:

·development costs, including expenses incurred developing relationships with contract research organizations, or CROs and CMOs, as well as investigative sites and consults that will conduct Ei.’s clinical trials, preclinical studies and other scientific development sites;

·personnel expenses, including vendor and travel expenses for personnel engaged in research and development functions; and

·other expenses, including costs related to compliance with regulatory requirements, costs of outside consultants, including their fees, share-based compensation and related travel expenses.

Ei. expenses research and development costs as incurred. Ei. recognizes external development costs based on an evaluation of the progress to completion of specific tasks using information provided to it by its service providers. Payments for these activities are based on the terms of the individual agreements, which may differ from the pattern of costs incurred, and are reflected on Ei.’s financial statements as prepaid expense or accrued research and development expenses.

Research and development activities are central to Ei.’s business model. Product or therapeutic candidates in later stages of clinical development generally have higher development costs than those in earlier stages of clinical development, primarily due to the increased size and duration of later-stage clinical trials and related product manufacturing expenses. As a result, Ei. expects that its research and development expenses will continue to increase over the next several years as it: (i) expedites the clinical development for its investigational psilocybin therapy; (ii) funds research for its investigational psilocybin therapy in other neuropsychiatric indications;

(iii) seeks to develop digital technologies to complement and augment its therapies, and seek to access other novel drug candidates for development in neuropsychiatric and related indications; (iv) improves the efficiency and scalability of its third-party manufacturing processes and supply chain; and (v) builds its third-party or in-house process development, analytical and related capabilities, increase personnel costs and prepare for regulatory filings related to its potential or future therapeutic candidates.

Results of Operations

Comparison of the Three Months Ended June 30, 2022 and 2021

The following table summarizes our results of operations for the three months ended June 30, 2022 and 2021 (dollars in thousands, except share amounts):

	Three months Ended June 30,		$	%
	2022	2021	Change	Change
Revenues	`$-`	$ -	$ -	-
Operating expenses:
General and administrative	`(5,162)`	(212)	(4,950)	2339%
Sales and marketing	`(233)`	(167)	(66)	40%
Research and development	`(158)`	(39)	(119)	303%
Impairment of digital assets	`(699)`	-	(699)	100%
Depreciation	(4)	(0.2)	(3.8)	1547%

Total operating expenses	`(6,256)`	(418)	(5,838)	1397%

Loss from operations	`(6,256)`	(418)	(5,839)	1397%
Other income (expense):
Interest	(0.02)	-	(0.02)	100%

Net loss	`$(6,256)`	$ (418)	$ (5,839)	1398%

Net loss per share of voting and non-voting common stock, basic and diluted	`$(0.10)`	$ (0.01)	$ (0.09)	900%

Weighted-average shares outstanding, basic and diluted	`62,227,949`	60,000,000	2,227,949	4%

Revenues

Ei. did not generate any revenue in the period from inception. Ei.’s ability to generate product revenues in the future will depend almost entirely on its ability to successfully develop, obtain regulatory approval for and then successfully commercialize one or more drug candidates in the United States.

General and administrative expenses

Selling, general and administrative expenses increased by $4.9 million, or 2339%, for the three months ended June 30, 2022 compared to the three months ended June 30, 2021, primarily driven by payroll worth $0.6 million, consulting charges of $2.1 million and stock based compensation of $0.9 million for options provided to employees.

Sales and marketing expenses

Sales and marketing expenses increased by $0.07 million, or 40%, for the three months ended June 30, 2022 compared to the three months ended June 30, 2021, primarily driven by $0.07 million worth of Pluto 11.11 Inc. sales and marketing expenses.

Research and development expenses

Research and development expenses increased by $0.1 million, or 303% due to increased research and development activities.

Depreciation and amortization expense

Depreciation expense increased due to purchase of property, and equipment.

Impairment expense

The Company’s intangible assets consist of virtual real estate in the metaverse acquired during 2021 and is considered to have an indefinite life. The Company’s virtual assets are presented at cost, less impairment. The impairment charge for the three months ended June 30, 2022 was $698,569.

Net Loss

Net loss increased by $5.8 million, or 1398% for the three months ended June 30, 2022 compared to the three months ended June 30, 2021, primarily driven by the factors described above.

Comparison of six months ended June 30, 2022 and 2021

The following table summarizes our results of operations for the six months ended June 30, 2022 and 2021 (dollars in thousands, except share amounts):

	Six months Ended June 30,		$	%
	2022	2021	Change	Change
Revenues	`$-`	$ -	$ -	-
Operating expenses:
General and administrative	`(7,170)`	(382)	(6,788)	1777%
Sales and marketing	`(1,560)`	(290)	(1,270)	438%
Research and development	`(229)`	(93)	(136)	146%
Impairment of digital assets	`(1,379)`	-	(1,379)	100%
Depreciation	(9)	(0.5)	(8.5)	1849%

Total operating expenses	`(10,347)`	(765)	(9,582)	1253%

Loss from operations	`(10,347)`	(765)	(9,582)	1253%
Other income (expense):
Interest	(0.02)	(0.01)	(0.01)	122%

Net loss	`$(10,347)`	$ (765)	$ (9,582)	1252%

Net loss per share of voting and non-voting common stock, basic and diluted	`$(0.17)`	$ (0.01)	$ (0.16)	1600%

Weighted-average shares outstanding, basic and diluted	`62,227,949`	60,000,000	2,227,949	4%

Revenues

General and administrative expenses

Selling, general and administrative expenses increased by $6.8 million, or 1777%, for the six months ended June 30, 2022 compared to the six months ended June 30, 2021, primarily driven by payroll worth $0.9 million, consulting charges of $1.5 million and stock based compensation of $2.3 million for options provided to employees.

Sales and marketing expenses

Sales and marketing expenses increased by $1.3 million, or 438%, for the six months ended June 30, 2022 compared to the six months ended June 30, 2021, primarily driven by $0.6 million worth advertising and consulting services.

Research and development expenses

Research and development expenses increased by $0.1 million, or 146% due to increased research and development activities.

Depreciation and amortization expense

Depreciation expense increased due to purchase of property and equipment.

Impairment expense

The Company’s intangible assets consist of virtual real estate in the metaverse acquired during 2021 and is considered to have an indefinite life. The Company’s virtual assets are presented at cost, less impairment. The impairment charge during the half year ended June 30, 2022 was $1,379,452.

Net Loss

Net loss increased by $9.5 million, or 1252% for the six months ended June 30, 2022 compared to the six months ended June 30, 2021, primarily driven by the factors described above.

Comparison of years ended December 31, 2021 and 2020

The following table summarizes our results of operations for the years ended December 31, 2021 and 2020 (dollars in thousands, except share amounts):

	Year Ended December 31,		$	%
	2021	2020	Change	Change
Revenues	`$-`	`$-`	`$-`	`-`
Operating expenses:
General and administrative	`(4,772)`	`(405)`	`(4,367)`	`1078%`
Sales and marketing	`(679)`	`(160)`	`(519)`	`324%`
Research and development	`(216)`	`(103)`	`(113)`	`110%`
Depreciation and amortization	`(2)`	`-`	`(2)`	`100%`
Total operating expenses	`(5,669)`	`(668)`	`(5,001)`	`749%`

Loss from operations	`(5,669)`	`(668)`	`(5,001)`	`749%`
Other income (expense):
Loss on derivative liability	`(3153)`	`-`	`(3153)`	`100%`
Net loss	`$(8,822)`	`$(668)`	`$(8,154)`	`1221%`

Net loss per share of voting and non-voting common stock, basic and diluted	`$(0.15)`	`$(0.01)`	`$(0.14)`	`1400%`

Weighted-average shares outstanding, basic and diluted	`60,257,452`	`60,000,000`	`257,452`	`0.4%`

Revenues

General and administrative expenses

Selling, general and administrative expenses increased by $4.4 million, or 1078%, for the year ended December 31, 2021 compared to the year ended December 31, 2020, primarily driven by payroll worth $0.2 million, consulting charges of $0.7 million and stock based compensation of $2.5 million for options provided to employees.

Sales and marketing expenses

Sales and marketing expenses increased by $0.5 million, or 324%, for the year ended December 31, 2021 compared to the year ended December 31, 2020, primarily driven by $0.5 million worth advertising and consulting services.

Research and development expenses

Research and development expenses increased by $0.1 million, or 110% due to increased research and development activities.

Depreciation and amortization expense

Depreciation expense increased due to purchase of property, and equipment.

Loss on derivative liability expense

This is a one-off event and is not a recurring expense to be compared with the previous period.

Net Loss

Net loss increased by $8.1 million, or 1221% for the year ended December 31, 2021 compared to the year ended December 31, 2020, primarily driven by the factors described above.

Liquidity and Capital Resources

As of the June 30, 2022 Ei. had $6,986,188 in liquid assets. The Company is not generating revenue and has incurred net losses since its inception that totaled approximately $19,836,000 as of June 30, 2022 and the Company expects to incur additional losses for the foreseeable future. During the six months ended June 30, 2022, the Company used net cash in operating activities of approximately $5,899,000. As of June 30, 2022, the Company had approximately $6,569,000 of cash. At the current cash burn rate, the Company only has enough cash to fund its operations through the end of 2022. Management plans to raise additional capital through the sale of equity. If management is unable to raise adequate capital through the sale of equity, the Company will be required to significantly curtail its operations and it could impact the Company's ability to continue as a going concern.

Future Funding Requirements

Ei. has not generated any revenue. Ei. does not know when, or if, it will generate any revenue from product sales. Ei. does not expect to generate revenue from product sales unless and until it obtains regulatory approval of and commercialize any of its psilocybin-based products. At the same time, Ei. expects its expenses to increase in connection with its ongoing development activities, particularly as it continues to research, develop, and seek regulatory approval for, its psilocybin-based products. In addition, subject to obtaining regulatory approval of any of its psilocybin-based products, it expects to incur significant commercialization expenses for product sales, marketing, manufacturing and distribution. Ei. anticipates that it will need substantial additional funding in connection with its continuing operations.

Based upon its current operating plan, Ei. anticipates raising capital through private placements and/or public offerings in compliance with applicable securities laws to fund its operating expenses. Based on its current financial resources and Ei.’s expected level of operating expenditures, Ei. believes that it will be able to fund its projected operating requirements for at least the next 12 months. Because of the numerous risks and uncertainties associated with the research, development commercialization and legalization of Ei.’s psilocybin-based products, it is unable to estimate the amounts of capital outlays and operating expenditures necessary to complete the development of its initial drug candidates.

Ei.’s future capital requirements will depend on many factors, including:

·the progress, costs, results and timing of its psilocybin-based products’ research and development, pre-clinical studies and future clinical trials, and the clinical development of its psilocybin-based products for other potential indications beyond their initial target indications;

·the willingness of state and federal regulators to accept psilocybin-based products, including the FDA and the HC to accept its future psilocybin-based products;

·the outcome, costs and timing of seeking and obtaining federal and state regulatory approvals, including with the FDA and HC;

·the number and characteristics of psilocybin-based products that it pursues;

·the ability of its psilocybin-based products to progress through clinical development successfully;

·its need to expand its research and development activities;

·the costs associated with securing and establishing commercialization and manufacturing capabilities;

·the costs of acquiring, licensing or investing in businesses, products, and technologies;

·its ability to maintain, expand and defend the scope of its licensed intellectual property portfolio, including the amount and timing of any payments it may be required to make, or that it may receive, in connection with the licensing, filing, prosecution, defense and enforcement of any patents or other intellectual property rights;

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·the need and ability to hire additional management and employees and scientific and medical personnel;

·the effect of competing technological and market developments;

·its need to implement internal systems and infrastructure, including financial and reporting systems; and

·the economic and other terms, timing and success of any collaboration, licensing or other arrangements into which it may enter in the future.

Until such time, if ever, as Ei. can generate substantial revenue from product sales, it expects to finance its cash needs through a combination of equity offerings or debt financings, collaborations, strategic alliances and licensing arrangements. To the extent that Ei. raises additional capital through the sale of equity or convertible debt and equity securities, the ownership interests of its common stockholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of its common stockholders. Debt financing, if available, may involve agreements that include covenants limiting or restricting its ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If Ei. raises additional funds through collaborations, strategic alliances or licensing arrangements with third parties, it may have to relinquish valuable rights to its technologies, future revenue streams, research programs or drug candidates or to grant licenses on terms that may not be favorable to it.

Off-Balance Sheet Arrangements

Ei. did not have during the periods presented, and it does not currently have, any off-balance sheet arrangements as defined under SEC rules.

Recent Accounting Pronouncements

Ei. has reviewed other recent accounting pronouncements and concluded they are either not applicable to the business or no material effect is expected on the financial statements as a result of future adoption.

Executive Compensation

For the six months ended June 30, 2022, Ei. paid a total of $833,000 in executive compensation to Jason Hobson and David Nikzad. Ei. has not paid or agreed to pay Mr. Hobson or Mr. Nikzad in their capacities as directors. In the future Ei. may need to hire additional officers, directors, scientific advisory board members and other employees, which will impact Ei.’s financial condition and results of operations, as discussed herein.

There are no compensatory plans or arrangements, including payments to be received from Ei. with respect to any executive officer, that would result in payments to such person because of his or her resignation, retirement or other termination of employment with Ei, any change in control or a change in the person’s responsibilities following a change in control of Ei.

Related Party Transactions

Other than compensation arrangements, Ei. describes below transactions and series of similar transactions, since its inception, to which it was a party or will be a party, in which:

Controlling shares of the stock of Orthogonal are beneficially owned by David Nikzad and Jason Hobson, who are also officers and directors of Ei. Additionally, David currently serves as the Chief Executive Officer of Ei, and Jason serves as the Treasurer and Secretary. Upon completion of this Offering, Orthogonal will own a controlling share of Ei’s stock and will be able to elect all Ei’s directors and control the executive management of Ei. Therefore, David Nikzad and Jason Hobson will be able to control all matters submitted to its stockholders for approval, as well as its management and affairs including the approval of any merger, consolidation or sale of all or substantially all of its assets. This concentration of voting power could delay or prevent an acquisition of Ei. on terms that other stockholders may desire. Orthogonal and Ei. are also parties to the License Agreement, as described above.

Ei. also entered into a Posting Agreement with Orthogonal Portal, LLC, a Utah limited liability company and wholly-owned subsidiary of Orthogonal Thinker (“Orthogonal”), on December 29, 2020 (the “Posting Agreement”) whereby Ei. engaged Orthogonal Portal to provide certain services as Ei.’s funding platform and technology provider in connection with Ei.’s offering of securities under Regulation D of the Securities Act. During 2021, Ei. paid Orthogonal Portal, LLC $570,000 and owes an additional $500,000.

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The Company through its wholly owned subsidiary Pluto 11.11 Inc. loaned $188,498 to a company owned by one of the Company’s officers, who is also a director. The loan will be repaid no later than immediately before the Effective Time of this Registration Statement.

Management

Executive Officers, Directors and Key Employees

Our executive officers, directors and key employee are set forth below.

Name	Age	Position
David Nikzad	46	Director and President
Jason A. Hobson	51	Director, Treasurer, and Secretary

David Nikzad joined the Company in 2019, upon its formation. Mr. Nikzad is an experienced operator, entrepreneur, and angel investor. He is an “investor savant” and backer of the most disruptive entrepreneurs. With a keen eye for winning ideas, he has an impressive track record of investing success. David’s ability to find companies that become leaders in their respective industries is a gift. As an advisor to early-stage companies in Silicon Valley, he has successfully led the development of new and existing companies, built teams and guided operations. He was one of the first investors in Betterment, which now manages $15 billion in assets. He is also an investor in several other Y Combinator companies, and co-founder of Reinmkr Satsang, a Venture capital firm. All told, David has invested in 100+ start-up and emerging companies over the last twenty years. He has been the Chairman and President of Orthogonal since 2016.

Jason A. Hobson joined the Company in 2019, upon its formation. He is an attorney, entrepreneur and angel investor. He is a founding partner of the law firm of Hobson Bernardino + Davis LLP, with offices in Los Angeles, San Francisco and Washington, D.C. He was previously in-house counsel for a national tax credit equity syndication firm which syndicated limited partnership interests and was also previously a senior attorney with the Century City and San Francisco offices of Pillsbury Winthrop Shaw Pittman LLP (formerly Pillsbury Madison & Sutro LLP), where he was a member of Corporate and Securities Practice Group. In 2012, Jason was appointed to a state commission with an oversight function to the California Public Utilities Commission with respect to energy programs across the State of California. He is a graduate of the University of California Hastings College of Law, UCLA Anderson School of Management, Waseda University (Tokyo Japan) and California State University.

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INFORMATION REGARDING PSLY

BUSINESS OF PSLY

PSLY was incorporated in Delaware on March 21, 2022 for the purpose of effecting the Mergers. PSLY is the sole stockholder of Merger Sub M and Merger Sub E, both of which were formed for the purpose of effecting the Mergers.

Pursuant to the Merger Agreement, following the Ei. Effective Time, Ei. will become a wholly-owned subsidiary of PSLY, and the current stockholders of Ei. will own approximately ____% of the issued and outstanding capital stock of PSLY.

Pursuant to the Merger Agreement, following the MVI Effective Time, Mycotopia will become a wholly-owned subsidiary of PSLY and the current stockholders of Mycotopia will own approximately ____% of the issued and outstanding capital stock of PSLY.

The authorized capital stock of PSLY consists of 200,000,000 shares of common stock and 40,000,000 shares of “blank check” preferred stock. As of the date of this proxy statement/prospectus, no shares of preferred stock have been authorized or issued by the Board. Each holder of common stock of PSLY is entitled to one vote per share of common stock.

PSLY GOVERNANCE

PSLY Headquarters

Following the effective time, PSLY will be headquartered in Hawaii.

PSLY Officers

PSLY is currently managed by David Nikzad, its President, and Jason Hobson, its Secretary and Treasurer.

PSLY Board of Directors

Pursuant to the merger agreement and the PSLY charter, PSLY’s board of directors will consist of six directors, including Jason Hobson, David Nikzad, Benjamin Kaplan and Mark Croskery, and the individuals listed below.

The following table sets forth the name, age and position of the individuals who will serve as directors of PSLY upon the closing of the merger. The following also includes certain information regarding the individual experience, qualifications, attributes and skills of each individual as well as brief statements of those aspects of their backgrounds that led to conclusion that they are qualified to serve as director of PSLY upon the closing of the merger.

Name	Age	Position
David Nikzad	46	Chairman
Jason Hobson	51	Director
Benjamin Kaplan	51	Director
Mark Croskery	39	Director
Matthew Thelen	36	Director
Eric Baum	45	Director

David Nikzad joined PSLY, upon its formation. Mr. Nikzad is an experienced operator, entrepreneur, and angel investor. He is an “investor savant” and backer of the most disruptive entrepreneurs. With a keen eye for winning ideas, he has an impressive track record of investing success. His ability to find companies that become leaders in their respective industries is a gift. As an advisor to early-stage companies in Silicon Valley, he has successfully led the development of new and existing companies, built teams and guided operations. He was one of the first investors in Betterment, which now manages billions in assets. He is also an investor in several other Y Combinator companies, and co-founder of Reinmkr Satsang, a Venture capital firm. All told, Mr. Nikzad has invested in 100+ start-up and emerging companies over the last twenty years.

Jason A. Hobson joined PSLY, upon its formation. He is an attorney, entrepreneur and angel investor, with investments in 75+ start-up and emerging companies. He is a founding partner of the law firm of Hobson Bernardino + Davis LLP. He was previously in-house counsel for a national tax credit equity syndication firm which syndicated limited partnership interests and was also previously a senior attorney with the Century City and San Francisco offices of Pillsbury Winthrop Shaw Pittman LLP (formerly Pillsbury Madison & Sutro LLP), where he was a member of Corporate and Securities Practice Group. In 2012, Mr. Hobson was appointed to a state commission with an oversight function to the California Public Utilities Commission with respect to energy programs across the State of California.

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He is a graduate of the University of California Hastings College of Law, UCLA Anderson School of Management (Management Development for Entrepreneurs certificate), Waseda University (Tokyo Japan) and California State University.

Benjamin Kaplan, 51, has served as Ehave’s chief executive officer for the past 16 months and as chairman of its board of directors since June 2020. Mr. Kaplan has been an entrepreneur working for over 20 years in the financial sector. He has conducted his various investment activities out of New York City. Mr. Kaplan has invested in many companies both public and private, with a focus on international growth and potential for a global presence. In 2014, Mr. Kaplan was a founder and board member of Kaya Jamaica, Inc., a large cannabis company in the Caribbean (growkaya.com). In 2014, Mr. Kaplan invested in Surna (OTCQB: SRNA), a global HVAC company that provides engineering for and builds high technology facilities. In 2015, Mr. Kaplan invested in Kalytera (TSX: KALY), an Israeli botanical-based pharma company conducting research to determine cures for various illnesses, including a phase two trial for a cure for GVHD (graft versus host disease). In 2018, he assembled a 30,000 strong sales force in over 20 countries for Stemtech.com., a multi-level marketing company from south Florida. With a group of investors, they purchased the company out of bankruptcy, and Mr. Kaplan currently sits on the board of Stemtech. In 2018, Mr. Kaplan formed a partnership with others to invest in Sensi Magazine, which is published in several countries, to expand the botanical lifestyles of unique destinations globally.

Mark Croskery, 38, has 15 years of experience in financial services, wealth management, investment banking, and private equity in Jamaica and the Caribbean as a trusted advisor to many businesses and individuals. Mr. Croskery founded Croskery Capital Limited in September 2019, a boutique financial consulting company in Jamaica offering financial consulting and related services, and he currently serves as its chief executive officer and chairman of its board of directors. The company focuses on assisting corporations with strategy, building a board of directors, recruiting and aligning corporate executives (C-suite team), and troubleshooting financial accounting and operational business issues. From April 2018 to August 2019, Mr. Croskery was chief executive officer of SSL Growth Equity Limited (SSL Grow), Bridgetown, Barbados, which operated as an International Business Company in Barbados with most of its investments held in Jamaica and the Cayman Islands. At SSL Grow, Mr. Croskery was responsible for creating vision and strategy for the company’s equity, credit, and income initiatives. From May 2007 to March 2018, Mr. Croskery was president and chief executive officers of Stocks and Securities Ltd (“SSL”), Kingston, Jamaica, where he was responsible for the strategic direction and business development of the Investment Advisory Organization – Private Wealth Management, Financial Planning and Money Management, as a licensed securities dealer and member/ dealer. At SSL, Mr. Croskery provided leadership to the company’s operating team and led the sale of the company’s repurchase agreement book of business in November 2013, totaling in excess of $2 billion in assets and liabilities. Mr. Croskery obtained a Master of Science degree in Global Financial Analysis, in June 2004, from Elkin B. Callum, Graduate School of Business, Bentley College, Waltham, MA, and a Bachelor of Science degree in Finance-Accounting in May 2003, from Bentley College, Waltham, MA.

Matthew Thelen has served as General Counsel and Chief Strategy Officer of Winc, a publicly traded alcohol company since October 2014 and has more than a decade in legal, advisory and operational leadership roles. In addition to oversight of all legal matters, he leads Winc’s corporate strategy and financing initiatives and any special projects that fall outside the typical business remit. Mr. Thelen also acts as an advisor to corporations across a variety of consumer categories. Previously, he was an intellectual property strategy and valuation professional for Ocean Tomo, a San Francisco based merchant bank, and an attorney at Collins, Collins, Muir & Stewart. He received a Bachelor of Economics from the University of San Diego and a Juris Doctorate and Masters of Business Administration from the University of Notre Dame.

Eric Baum has 20 years of experience in advising executive leadership teams for both well-established Fortune 50 companies and emerging ventures, across a spectrum of industries including life sciences, education, travel, real estate and technology. Mr. Baum is currently, and has been since 2003, the Managing Director of Acquis Consulting Group and Managing Director / Co-Founder of its affiliate Solidea Capital. He leverages his management and operational consulting expertise to guide companies in areas such as business and corporate strategy, market positioning, growth and scale strategies, trajectory management, partnering frameworks, and risk evaluation. Mr. Baum serves in several advisory and Board of Director roles for public and private companies, supporting the full lifecycle of needs from idea conception through expansion and growth strategies. Mr. Baum received a Bachelor of Business Administration from Emory University where he graduated valedictorian from the Goizueta Business School, where he was awarded the Goizueta Business School Organizational Management Highest Award for Excellence and was inducted into Beta Gamma Sigma, the highest national business honor society.

BOARD LEADERSHIP STRUCTURE

The business and affairs of PSLY is managed by a Board of Directors (the “Board”). The initial Board, appointed by the incorporator of PSLY, consists of Benjamin Kaplan, Mark Croskery, Jason Hobson and David Nikzad. The initial Chairperson of the Board is David Nikzad. The number of directors of PSLY may be changed from time to time by the Board pursuant to a resolution adopted by a majority of the total number of authorized directors.

Directors of PSLY are appointed at each annual meeting of the stockholders of PSLY and hold office until the next annual meeting of stockholders and until their successors have been elected and qualified or until their death, resignation or removal from office. Stockholders of PSLY are not entitled to cumulate votes in the election of directors.

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Each director of PSLY has one vote per director on any matter, except that, in the event of a deadlock or tie of the Board in respect of any issue that is subject to Board approval, the Chairperson of the Board shall have two votes such that the Chairperson of the Board shall cast the deciding vote in the event of any deadlock or tie.

Role of the Board in Risk Oversight

One of the key functions of the PSLY board of directors is informed oversight of its risk management process. The PSLY board of directors does not have a standing risk management committee, but rather administers this oversight function directly through our board of directors as a whole, as well as through various standing committees of the board of directors that address risks inherent in their respective areas of oversight. In particular, the board of directors is responsible for monitoring and assessing strategic risk exposure and the audit committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. Our audit committee will monitor compliance with legal and regulatory requirements. Our nominating and corporate governance committee will monitor the effectiveness of our corporate governance practices, including whether they are successful in preventing illegal or improper liability-creating conduct. Our compensation committee will assess and monitor whether any of our compensation policies and programs has the potential to encourage excessive risk-taking. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, our entire board of directors will be regularly informed through committee reports about such risks.

Board Committees

The PSLY board of directors will have three standing committees—audit, compensation and nominating and corporate governance—each of which will operate under a written charter. A copy of each of the audit committee, compensation committee and nominating and corporate governance committee charters will be available under the Corporate Governance section of the PSLY website at [__]. The reference to the PSLY website address does not constitute incorporation by reference of the information contained at or available through our website, and you should not consider it to be a part of this proxy statement/prospectus.

Audit Committee

The audit committee’s responsibilities include:

·appointing, approving the compensation of, and assessing the independence of the PSLY registered public accounting firm;

·overseeing the work of the PSLY registered public accounting firm, including through the receipt and consideration of reports from such firm;

·reviewing and discussing with management and the registered public accounting firm our annual and quarterly financial statements and related disclosures;

·coordinating our board of directors’ oversight of our internal control over financial reporting, disclosure controls and procedures and code of business conduct and ethics;

·discussing the PSLY risk management policies;

·meeting independently with the PSLY internal auditing staff, if any, registered public accounting firm and management;

·reviewing and approving or ratifying any related person transactions; and

·preparing the audit committee report required by SEC rules.

The members of our audit committee will be Matt Thelen, Eric Baum and Mark Croskery. Matt Thelen will serve as the chairperson of the committee. All members of the audit committee meet the requirements for financial literacy under the applicable Nasdaq rules. The PSLY board of directors has determined that each of Matt Thelen, Eric Baum and Mark Croskery meet the independence requirements of Rule 10A-3 under the Exchange Act and the applicable Nasdaq rules. The PSLY board of directors has determined that Mark Croskery is an “audit committee financial expert” as defined by applicable SEC rules and has the requisite financial sophistication as defined under the applicable Nasdaq rules.

Compensation Committee

The compensation committee’s responsibilities include:

·reviewing and approving, or recommending for approval by the board of directors, the compensation of the Chief Executive Officer and other executive officers;

·overseeing and administering cash and equity incentive plans;

·reviewing and making recommendations to the PSLY board of directors with respect to director compensation; and

·preparing the annual compensation committee report required by SEC rules, to the extent required.

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The members of our compensation committee will be Matt Thelen, Eric Baum and Mark Croskery. Matt Thelen will serve as the chairperson of the committee. The PSLY board of directors has determined that each of Matt Thelen, Eric Baum and Mark Croskery is independent under the applicable Nasdaq rules, including the Nasdaq rules specific to membership on the compensation committee, and is a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act.

Nominating and Corporate Governance Committee

The nominating and corporate governance committee’s responsibilities include:

·identifying individuals qualified to become board members;

·recommending to the PSLY board of directors the persons to be nominated for election as directors and to each board committee;

·developing and recommending to the PSLY board of directors corporate governance guidelines, and reviewing and recommending to the PSLY board of directors proposed changes to the PSLY corporate governance guidelines from time to time; and

·overseeing a periodic evaluation of the PSLY board of directors.

The members of our nominating and corporate governance committee will be Matt Thelen, Eric Baum and Mark Croskery. Matt Thelen will serve as the chairperson of the committee. The PSLY board of directors has determined that Matt Thelen, Eric Baum and Mark Croskery are independent under the applicable Nasdaq rules.

Compensation Committee Interlocks and Insider Participation

No proposed member of our compensation committee is or has been our current or former officer or employee. None of our executive officers served as a director or a member of a compensation committee (or other committee serving an equivalent function) of any other entity, one of whose executive officers served as a director or member of our compensation committee during the last completed fiscal year.

Code of Ethics and Code of Conduct

We have adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. Our code of business conduct and ethics will be available under the Corporate Governance section of our website at [__]. In addition, we intend to post on our website all disclosures that are required by law or the Nasdaq rules concerning any amendments to, or waivers from, any provision of the code. The reference to our website address does not constitute incorporation by reference of the information contained at or available through our website, and you should not consider it to be a part of this prospectus.

DIRECTOR COMPENSATION

Directors who are also our employees will not receive compensation for their service on the PSLY board. PSLY’s non-employee directors will receive $60,000 per annum, payable quarterly and equity compensation for their service on the PSLY board.

Upon completion of the business combination transactions, the newly appointed independent directors will be granted 88,888 stock options vesting over a period of 3 years.

The PSLY board will periodically review the director compensation program and may revise the compensation arrangements for PSLY directors from time to time.

LIMITATIONS OF LIABILITY AND INDEMNIFICATION

The PSLY certificate of incorporation limits the personal liability of directors for breach of fiduciary duty to the maximum extent permitted by the Delaware General Corporation Law, or the DGCL, and provides that no director will have personal liability to us or to our stockholders for monetary damages for breach of fiduciary duty as a director. However, these provisions do not eliminate or limit the liability of any PSLY directors:

·for any breach of the director’s duty of loyalty to PSLY or PSLY stockholders;

·for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;

·for voting for or assenting to unlawful payments of dividends, stock repurchases or other distributions; or

·for any transaction from which the director derived an improper personal benefit.

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Any amendment to or repeal of these provisions will not eliminate or reduce the effect of these provisions in respect of any act, omission or claim that occurred or arose prior to such amendment or repeal. If the DGCL is amended to provide for further limitations on the personal liability of directors of corporations, then the personal liability of PSLY directors will be further limited to the greatest extent permitted by the DGCL.

In addition, the PSLY certificate of incorporation, provides that PSLY must indemnify PSLY directors and officers and PSLY must advance expenses, including attorneys’ fees, to PSLY directors and officers in connection with legal proceedings, subject to very limited exceptions.

PSLY maintains a general liability insurance policy that covers specified liabilities of PSLY directors and officers arising out of claims based on acts or omissions in their capacities as directors or officers.

Some of PSLY’s non-employee directors may, through their relationships with their employers, be insured or indemnified against specified liabilities incurred in their capacities as members of PSLY board of directors.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, or the Securities Act, may be permitted to directors, executive officers or persons controlling us, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

EQUITY COMPENSATION PLANS

In connection with the closing of the merger and contribution, PSLY plans to adopt the PSLY Inc. 2022 Equity Incentive Plan, or the Plan, provides for grants of stock options and stock awards. Our directors, officers and consultants are eligible for grants under the Plan.

The purpose of the Plan is to encourage the participants to contribute materially to the growth of PSLY, thereby benefitting the PSLY’s stockholders, and will align the economic interests of the participants with those of the stockholders.

Administration.

The Plan is administered by the board of directors or a committee appointed by the board. The board has the sole authority to (i) determine the individuals to whom grants will be made under the Plan, (ii) determine the type, size and terms of the grants to be made to each such individual, (iii) determine the time when the grants will be made and the duration of any applicable exercise or restriction period, including the criteria for exercisability and the acceleration of exercisability, (iv) amend the terms of any previously issued grant, and (v) deal with any other matters arising under the Plan.

Available shares.

The aggregate number of shares of our common stock that may be issued pursuant to awards under the Plan is 5,000,000 shares. If grants of stock options or stock awards under the Plan or our prior equity incentive plan are canceled or forfeited, the shares subject to such grants will again be available under the Plan.

If there is any change in the number or kind of shares of our stock outstanding (i) by reason of a stock dividend, spinoff, recapitalization, stock split, or combination or exchange of shares, (ii) by reason of a merger, reorganization or consolidation, (iii) by reason of a reclassification or change in par value, or (iv) by reason of any other extraordinary or unusual event affecting the outstanding stock as a class without the receipt of consideration, or if the value of outstanding shares of our stock is substantially reduced as a result of a spinoff or our payment of an extraordinary dividend or distribution, the maximum number of shares of our stock available for grants under the Plan, the maximum number of shares of our stock that any individual participating in this Plan may be granted in any year, the number of shares covered by outstanding grants, the kind of shares issued under this Plan, and the price per share of such grants will be appropriately adjusted by the board to reflect any increase or decrease in the number of, or change in the kind or value of, issued shares of our stock to preclude, to the extent practicable, the enlargement or dilution of rights and benefits under such Grants; provided, however, that any fractional shares resulting from such adjustment will be eliminated. Any adjustments determined by the board will be final, binding and conclusive.

Eligibility for participation.

Members of our board of directors, as well as employees of, and consultants and advisors to, us or any of our subsidiaries and affiliates will be eligible to receive awards under the Plan.

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Award agreements.

Awards granted under the Plan are evidenced by award agreements, which need not be identical, and that provide additional terms, conditions, restrictions or limitations covering the grant of the award, including, without limitation, additional terms providing for the acceleration of exercisability or vesting of awards in the event of a Change in Control (as defined in the Plan) or conditions regarding the participant’s employment, as determined by the committee.

Stock options.

The committee may grant nonqualified stock options to any individuals eligible to participate in the Plan and incentive stock options to purchase shares of our common stock only to eligible employees. The committee will determine: (i) the number of shares of our common stock subject to each option; (ii) the term of each option, which may not exceed ten years, or five years in the case of an incentive stock option granted to a 10.0% or greater stockholder; (iii) the exercise price; (iv) the vesting schedule, if any and (v) the other material terms of each option. No incentive stock option or nonqualified stock option may have an exercise price less than the fair market value of a share of our common stock at the time of grant or, in the case of an incentive stock option granted to a 10.0% or greater stockholder, 110.0% of such share’s fair market value. Options will be exercisable at such time or times and subject to such terms and conditions as determined by the committee at the time of grant and the exercisability of such options may be accelerated by the committee.

Stock awards.

The board may issue shares of our common stock to an employee, non-employee director or advisor under a stock award, upon such terms as the board deems appropriate. Shares of our stock issued pursuant to stock awards may be issued for consideration or for no consideration, and subject to restrictions or no restrictions, as determined by the board. The board may establish conditions under which restrictions on stock awards will lapse over a period of time or according to such other criteria as the board deems appropriate.

Change in Control.

Upon a change of control where we are not the surviving corporation (or survives only as a subsidiary of another corporation), unless the board determines otherwise, all outstanding options that are not exercised will be assumed by, or replaced with comparable options by the surviving corporation (or a parent or subsidiary of the surviving corporation), and outstanding stock awards will be converted to stock awards of the surviving corporation (or a parent or subsidiary of the surviving corporation). In the event of a Change of Control, the board may take any of the following actions with respect to any or all outstanding grants: the board may (i) determine that outstanding options will accelerate and become exercisable, in whole or in part, upon the change of control or upon such other event as the board determines, (ii) determine that the restrictions and conditions on outstanding stock awards will lapse, in whole or in part, upon the change of control or upon such other event as the board determines, (iii) require that grantees surrender their outstanding options in exchange for a payment by us, in cash or stock as determined by the board, in an amount equal to the amount by which the then fair market value of the shares of our stock subject to the grantee’s unexercised options exceeds the exercise price of the options or (iv) after giving grantees an opportunity to exercise their outstanding options, terminate any or all unexercised options at such time as the board deems appropriate. Such surrender or termination will take place as of the date of the change of control or such other date as the board may specify. The board will have no obligation to take any of the foregoing actions, and, in the absence of any such actions, outstanding Options and Stock Awards will continue in effect according to their terms (subject to any assumption pursuant to as described in the first sentence of this paragraph).

As used in the Plan, a “Change of Control” will mean:

·any merger or consolidation in which our voting securities possessing more than 50% of the total combined voting power of our outstanding securities are transferred to a person or persons different; from the person holding those securities immediately prior to such transaction and the composition of the board following such transaction is such that our directors prior to the transaction constitute less than 50% of the board membership following the transaction;

·any acquisition, directly or indirectly, by a person or related group of persons (other than the Company or a person that directly or indirectly controls, is controlled by, or is under common control with, the Company) of beneficial ownership of our voting securities possessing more than 50% of the total combined voting power of our outstanding securities; provided, however, that, no Change of Control will be deemed to occur by reason of the acquisition of shares of our capital stock by an investor in us in a capital-raising transaction;

·any acquisition, directly or indirectly, by a person or related group of persons of the right to appoint a majority of our directors or otherwise directly or indirectly control our management, affairs and business;

·any sale, transfer or other disposition of all or substantially all of our assets; or

·a complete liquidation or dissolution of us.

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The term “transfer” includes any sale, exchange, assignment, gift, bequest, disposition, mortgage, charge, pledge, encumbrance, grant of a security interest or other arrangement by which possession, legal title or beneficial ownership passes from one person to another, or to the same person in a different capacity, whether or not voluntarily and whether or not for value, and including without limitation any merger or amalgamation and any agreement to effect any of the foregoing.

Stockholder rights.

Except as otherwise provided in the applicable award agreement, and with respect to an award of restricted stock, a participant will have no rights as a stockholder with respect to shares of our common stock covered by any award until the participant becomes the record holder of such shares.

Amendment and termination.

Notwithstanding any other provision of the Plan, our board of directors may at any time amend any or all of the provisions of the Plan.

Transferability.

Awards granted under the Plan generally will be nontransferable, other than by will or the laws of descent and distribution, except that the committee may provide for the transferability of nonqualified stock options at the time of grant or thereafter to certain family members.

Implications of Being an Emerging Growth Company

As a company with less than $1.07 billion in revenue during the last fiscal year, PSLY qualifies as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act, or JOBS Act, enacted in April 2012. An emerging growth company may take advantage of reduced reporting requirements that are otherwise applicable to public companies. These provisions include, but are not limited to:

·being permitted to present only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations;

·not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended;

·reduced disclosure obligations regarding executive compensation in periodic reports, proxy statements and registration statements; and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

PSLY may take advantage of these provisions until the last day of its fiscal year following the fifth anniversary of the completion of the merger. However, if certain events occur prior to the end of such five-year period, including if PSLY becomes a large accelerated filer, its annual gross revenue exceeds $1.07 billion or its issues more than $1.0 billion of non-convertible debt in any three-year period, it will cease to be an emerging growth company prior to the end of such five-year period.

PSLY has elected to take advantage of certain of the reduced disclosure obligations in the registration statement of which this proxy statement/prospectus is a part and may elect to take advantage of other reduced reporting requirements in future filings. As a result, the information that PSLY provides to its stockholders may be different than you might receive from other public reporting companies in which you hold equity interests.

In addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. PSLY has elected to take advantage of this extended transition period.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS OF PSLY

The following table sets forth information with respect to the beneficial ownership of PSLY common stock, giving pro form effect to the mergers, as of August [__], 2022 by:

·each of our named executive officers;

·each of our directors;

·all of our executive officers and directors as a group; and

·each person or group of affiliated persons known by us to beneficially own more than 5% of our common stock.

The number of shares beneficially owned by each stockholder is determined under rules issued by the SEC. Under these rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting power or investment power.

Percentage ownership of PSLY common stock is based on 63,831,425 shares of common stock after giving pro forma effect to the mergers.

In computing the number of shares beneficially owned by an individual or entity and the percentage ownership of that person, shares of common stock subject to the exercise of options, warrants or other rights held by such person that are currently exercisable or exercisable within sixty (60) days of, August 12, 2022, although these shares are not considered outstanding for purposes of computing the percentage ownership of any other person. Unless noted otherwise, the address of all listed stockholders is 1215 South Kihei Road, Suite O PMB 424, Kihei, Hawaii 96753. Each of the stockholders listed has sole voting and investment power with respect to the shares beneficially owned by the stockholder unless noted otherwise, subject to community property laws where applicable.

Name of Beneficial Owner

Number of Shares of Common Stock

Percentage
of Class

David Nikzad

55,052,285⁽¹⁾

80.86%

Jason Hobson

1,487,885⁽²⁾

2.19%

Benjamin Kaplan

2,684,696⁽³⁾

12.81%

Mark Croskery

4,228

Matthew Thelen

—

Eric Baum

—

Directors and Officers as a group (6 individuals)

59,229,093

95.87%

Beneficial Owners of more than 5% of our common stock

Orthogonal Thinker, Inc.

53,564,400

71.56%

Ehave, Inc.

2,448,438

11.68%

_________________

* Represents beneficial ownership of less than one percent (1%).

(1)Includes (i) 545,557 shares owned directly by David Nikzad, (ii) 1,011,816 options to purchase shares of PSLY common stock, exercisable within sixty (60) days hereof, owned directly by Mr. Nikzad, and (iii) 53,564,400 shares owned by Orthogonal Thinker, Inc. (“Orthogonal”), which Mr. Nikzad controls. Mr. Nikzad has voting and dispositive power over the shares held by Orthogonal.

(2)Includes (i) 545,557 shares owned directly and (ii) 1,011,816 options to purchase shares of PSLY common stock, exercisable within sixty (60) days hereof.

(3)Consisting of (i) 2,448,438 shares of common stock owned by of Ehave, Inc. (“Ehave”), which Mr. Kaplan controls. Mr. Kaplan has voting and dispositive power over the shares held by Ehave and (ii) 30,172 shares of common stock owned by Long Side Ventures, LLC of which he is the Member and Manager.

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THE MYCOTOPIA SPECIAL MEETING

This section contains information about the special meeting of Mycotopia stockholders that has been called to consider and adopt the merger agreement.

Date, Time and Place

Together with this document, Mycotopia is also sending its stockholders a notice of the special meeting and a form of proxy that is solicited by the Mycotopia board of directors. The special meeting will be held on [__], 2022, at 10:00 a.m., EST, in a virtual meeting format only. You will not be able to attend the special meeting physically.

Matters to be Considered at the Mycotopia special meeting

At the Mycotopia special meeting, Mycotopia stockholders will be asked to consider and vote on the following:

(1)the Mycotopia merger proposal;

(2)the Mycotopia merger-related compensation proposal; and

(3)the Mycotopia adjournment proposal.

Completion of the merger is conditioned on approval of the Mycotopia merger proposal. Completion of the merger is not conditioned on the approval of the Mycotopia adjournment proposal.

Proxies

If you were a record holder of Mycotopia common stock at the close of business on the record date of the Mycotopia special meeting, a proxy card is enclosed for your use. Mycotopia requests that you vote your shares as promptly as possible by (i) visiting the internet site listed on the Mycotopia proxy card, (ii) calling the toll-free number listed on the Mycotopia proxy card or (iii) submitting your Mycotopia proxy card by mail by using the provided self-addressed, stamped envelope. Information and applicable deadlines for voting through the internet or by telephone are set forth on the enclosed proxy card. When the accompanying proxy is returned properly executed, the shares of Mycotopia common stock represented by it will be voted at the Mycotopia special meeting or any adjournment or postponement of the meeting in accordance with the instructions contained in the proxy card. Your internet or telephone vote authorizes the named proxies to vote your shares in the same manner as if you had marked, signed and returned a proxy card.

If a proxy is returned without an indication as to how the shares of Mycotopia common stock represented are to be voted with regard to a particular proposal, the Mycotopia common stock represented by the proxy will be voted in accordance with the recommendation of the Mycotopia board of directors and, therefore, “FOR” the Mycotopia merger proposal, “FOR” the Mycotopia merger-related compensation proposal, and “FOR” the Mycotopia adjournment proposal.

As of the date hereof, the Mycotopia board of directors has no knowledge of any business that will be presented for consideration at the Mycotopia special meeting and that would be required to be set forth in this proxy statement/prospectus or the related proxy card other than the matters set forth in Mycotopia’s Notice of Special Meeting of Shareholders. If any other matter is properly presented at the Mycotopia special meeting for consideration, the persons named in the enclosed form of proxy and acting thereunder will vote in accordance with their discretion on such matter.

Revocation of Proxies

A Mycotopia stockholder may revoke a proxy at any time before it is voted at the meeting by taking any of the following four actions:

•delivering written notice of revocation to Mycotopia in care of Jonathan D. Leinwand, P.A., 18305 Biscayne Blvd., Suite 200, Aventura, FL 33160;

•delivering a proxy card bearing a later date than the proxy that you wish to revoke;

•casting a subsequent vote via telephone or the internet, as described above; or

•attending the virtual special meeting and voting via the virtual portal.

Merely attending the virtual meeting will not, by itself, revoke your proxy; you must cast a subsequent vote at the meeting using forms and procedures provided for that purpose. Your last valid vote that we receive before or at the special meeting is the vote that will be counted.

If you have instructed a broker, bank or other nominee to vote your shares of Mycotopia common stock, you must follow the directions you receive from your broker, bank or other nominee in order to change or revoke your vote.

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Shares Held in Street Name

If you hold shares of Mycotopia common stock through a stock brokerage account, bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” The “record holder” of such shares is your broker, bank or other nominee, and not you, and you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your broker, bank or other nominee. Please note that you may not vote shares held in street name by returning a proxy card directly to Mycotopia or by voting in person via the virtual portal at the Mycotopia special meeting unless you have a “legal proxy,” which you must obtain from your broker, bank or other nominee. Please also note that brokers, banks or other nominees who hold shares of Mycotopia common stock on behalf of their customers may not give a proxy to Mycotopia to vote those shares without specific instructions from their customers.

If you are a Mycotopia stockholder and you do not instruct your broker, bank or other nominee on how to vote your shares, your broker, bank or other nominee may not vote your shares on any of the Mycotopia proposals.

Solicitation of Proxies

Mycotopia will bear the entire cost of soliciting proxies from its stockholders. In addition to solicitation of proxies by mail, proxies may also be solicited by Mycotopia’s directors and employees personally, and by telephone, electronic transmission, facsimile transmission, or other means. No additional compensation will be paid to these individuals for proxy solicitation nor is it expected to result in more than a minimal cost. Mycotopia may make arrangements directly with banks, brokerage houses, custodians, nominees and fiduciaries to forward solicitation material to the beneficial owners of Mycotopia common stock held of record by them and to obtain authorization for the execution of proxies. Mycotopia may reimburse these institutional holders for their reasonable expenses in connection with these activities. Mycotopia does not indent to engage a firm to assist it in soliciting proxies.

Recommendation of the Mycotopia Board of Directors

The Mycotopia board of directors unanimously recommends that Mycotopia stockholders vote “FOR” the approval of the Mycotopia merger proposal, “FOR” the approval of the Mycotopia merger-related compensation proposal, and “FOR” the approval of the Mycotopia adjournment proposal.

Record Date; Shareholders Entitled to Vote

The record date for the Mycotopia special meeting is [__], 2022. Only record holders of shares of Mycotopia common and preferred stock at the close of business on such date are entitled to notice of, and to vote at, the Mycotopia special meeting or any adjournment or postponement of the meeting. At the close of business on the record date, there were [__] outstanding shares of Mycotopia common stock and [__] outstanding shares of Mycotopia preferred stock.

Each share of Mycotopia common stock outstanding on the record date of the Mycotopia special meeting is entitled to one vote on each proposal and any other matter coming before the Mycotopia special meeting.

Voting by Mycotopia’s Directors and Executive Officers

At the close of business on the record date for the Mycotopia special meeting, Mycotopia directors and executive officers and their affiliates were entitled to vote, in the aggregate 9,793,754 shares of Mycotopia common and preferred stock or approximately 69.1% of the voting power of the shares of Mycotopia common and preferred stock outstanding on that date.

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Quorum and Adjournment

No business may be transacted at the Mycotopia special meeting unless a quorum is present. Shareholders who hold shares representing at least a majority of the shares entitled to vote at the Mycotopia special meeting must be present in person or by proxy to constitute a quorum. If a quorum is not present, which is not expected in view of the provisions of the voting agreements that are in place, the chairman may adjourn the meeting to solicit additional proxies. In addition, if fewer shares are voted than the number of shares required to obtain the necessary Mycotopia stockholder approvals, then the special meeting may be adjourned to allow additional time for obtaining additional proxies, if the approval of a majority of the votes cast at the special meeting on the Mycotopia adjournment proposal is obtained.

No notice of an adjourned meeting need be given if the time and place of the adjourned meeting are announced at the special meeting unless, after the adjournment, a new record date is fixed for the adjourned meeting, in which case a notice of the adjourned meeting will be given to each stockholder of record entitled to vote at the meeting. At any adjourned meeting, all proxies will be voted in the same manner as they would have been voted at the original convening of the special meeting, except for any proxies that have been effectively revoked or withdrawn prior to the adjourned meeting.

All shares of Mycotopia common and preferred stock represented at the Mycotopia special meeting, either in person or by proxy, including failures to vote and abstentions, will be treated as present for purposes of determining the presence or absence of a quorum.

Your vote is important. If you were a record holder of Mycotopia common stock on the record date of the Mycotopia special meeting, please sign and return the enclosed proxy card, or vote via the internet or telephone, regardless of whether or not you plan to attend the Mycotopia special meeting in person. Proxies submitted through the specified internet website or by phone must be received by 11:59 p.m., Eastern Time, on [__], 2022.

Attending the Mycotopia Special Meeting

Only stockholders and their proxy holders will be able to access the virtual special meeting. As indicated, we are hosting the special meeting exclusively online at [__]. There will be no physical location at which stockholders may attend the special meeting, but stockholders may attend and participate in the meeting electronically. Stockholders who participate in the virtual special meeting will be deemed to be present in person and will be able to vote during the special meeting at the times that the polls are open. Stockholders who wish to attend the meeting should go to [__] at least 10 minutes before the beginning of the meeting to register their attendance and complete the verification procedures to confirm that they were stockholders of record as of [__], 2022. You will need to enter the 16-digit control number received with your proxy card to enter the special meeting via the online web portal.

Beneficial owners whose stock is held for them in street name by their brokers or other nominees may also attend the meeting by going to [__] at least 10 minutes before the beginning of the meeting to register their attendance and complete the verification procedures to confirm that they were stockholders as of the record date. Such beneficial owners may not vote at the meeting, and may only cause their shares to be voted by providing voting instructions to the persons who hold the beneficial owners’ shares for them. Beneficial owners will need to provide the name of the broker or other nominee that holds their shares to gain access to the virtual meeting.

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PROPOSALS TO BE CONSIDERED AT THE MYCOTOPIA SPECIAL MEETING

PROPOSAL NO. 1. - BUSINESS COMBINATION PROPOSAL

To approve the Business Combination contemplated under Merger Agreement, dated as of May 17, 2022, by and among PSLY, Mycotopia, and Ei., and the transactions contemplated thereby, (collectively referred to as the “Business Combination”).

For a detailed discussion of the Business Combination, including the terms and conditions of the merger agreement, see “The Merger Agreement,” beginning on page [__]. As discussed in detail in the sections entitled “The Merger – Recommendation of the Board of Directors” and “The Merger — Mycotopia’s Reasons for the Merger”

Required Vote

Approval of the Business Combination Proposal requires the affirmative vote of a majority of the issued and outstanding shares of Mycotopia common and preferred stock entitled to vote at the Mycotopia special meeting. Failures to vote, broker non-votes and abstentions will have the same effect as votes against this proposal. As of July 12, 2022, there were 14,440,660 outstanding shares of Mycotopia common stock and outstanding shares of Mycotopia preferred stock. Each Mycotopia stockholder can cast one vote for each share of Mycotopia common or equivalent number of preferred stock with voting power equal to 64,103 Mycotopia common shares. Accordingly, the affirmative vote of holders of 7,252,383 shares of Mycotopia common and preferred stock will be necessary to approve the Business Combination. Ehave, Mycotopia’s majority stockholder, beneficially owns 9,793,754 shares of Mycotopia common stock or approximately 67.3% of the issued and outstanding shares of Mycotopia entitled to vote at the Mycotopia special meeting. Collectively, Ehave and the officers and directors of Mycotopia own 10,060,666 shares of Myctopia common stock or approximately 69.1% of the issued and outstanding shares of Mycotopia entitled to vote at the Mycotopia special meeting and intend to vote in favor of the proposal.

Recommendation of the Mycotopia Board of Directors

The Mycotopia board of directors unanimously recommends that Mycotopia stockholders vote “FOR” approval of the Business Combination Proposal.

PROPOSAL NO. 2 – MYCOTOPIA MERGER-RELATED COMPENSATION PROPOSAL

As required by Section 14A of the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act, Mycotopia is providing its stockholders with the opportunity to approve, in a non-binding advisory vote, certain compensation that may become payable to its named executive officers in connection with the merger, which is based on or related to the merger and the agreements and understandings concerning such compensation, by voting on the following resolution:

“RESOLVED, that the compensation that may be paid or become payable to the named executive officers of Mycotopia in connection with or as a result of the merger, and the agreements or understandings pursuant to which such compensation may be paid or become payable, in each case as disclosed in the section entitled “The Merger – Interests of Certain Mycotopia Directors and Executive Officers in the Merger – Certain Compensation for Mycotopia Named Executive Officers,” and the related table and narrative, are hereby APPROVED on a non-binding, advisory basis.”

Approval of the Mycotopia merger-related compensation proposal is not a condition to completion of the merger. The vote on this proposal is a vote separate and apart from the vote on the Business Combination Proposal. Accordingly, a holder of Mycotopia common stock may vote against this Mycotopia merger-related compensation proposal and vote to approve the Mycotopia merger proposal or vice versa. Because this proposal is advisory in nature only, a vote for or against approval will not be binding on either Mycotopia or PSLY, regardless of whether the other proposals are approved.

The compensation that is subject to this proposal is a contractual obligation of Mycotopia. If the merger is approved and completed, such compensation may be paid, subject only to the conditions applicable thereto, even if stockholders fail to approve this proposal. If the merger is not completed, the Mycotopia board of directors will consider the results of the vote in making future executive compensation decisions.

Required Vote

The approval of the Mycotopia merger-related compensation proposal requires the approval of a majority of the votes cast on this proposal at the Mycotopia special meeting, assuming a quorum. Failures to vote, broker non-votes and abstentions will have no effect on the vote for this proposal.

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Recommendation of the Mycotopia Board of Directors

The Mycotopia board of directors unanimously recommends that Mycotopia stockholders vote “FOR” approval of the Mycotopia merger-related compensation proposal.

PROPOSAL NO. 3 - ADJOURNMENT PROPOSAL

To approve the adjournment of the special meeting, if necessary or advisable, in the event Mycotopia does not receive the requisite stockholder vote to approve the Business Combination or if there are insufficient votes represented at the Mycotopia special meeting to constitute a quorum necessary to conduct business at the Mycotopia special meeting.

In that event, you will be asked to vote only upon the Mycotopia adjournment proposal and will not be asked to vote on the Business Combination Proposal or the Mycotopia merger-related compensation proposal at the special meeting.

Mycotopia requests that its stockholders authorize the holder of any proxy solicited by the Mycotopia board of directors on a discretionary basis to vote in favor of adjourning the Mycotopia special meeting to another time or place, if determined necessary or appropriate by Mycotopia, to solicit additional proxies (including the solicitation of proxies from Mycotopia stockholders who have previously voted). Approval of this proposal is not a condition to the closing of the merger.

Generally, if the special meeting is adjourned, no notice of the adjourned meeting is required to be given to stockholders, other than an announcement at the special meeting of the place, date and time to which the meeting is adjourned.

Required Vote

The approval of the Mycotopia adjournment proposal requires the approval of a majority of the votes cast on this proposal at the Mycotopia special meeting, regardless of whether or not there is a quorum. Failures to vote, broker non-votes and abstentions will have no effect on the vote for this proposal.

Recommendation of the Mycotopia Board of Directors

The Mycotopia board of directors believes that if the number of shares of its common stock present in person or represented by proxy at the Mycotopia special meeting and voting in favor of the approval of the Business Combination Proposal is insufficient to approve such proposal, it is in the best interests of the Mycotopia stockholders to enable the board of directors, for a limited period of time, to continue to seek to obtain a sufficient number of additional votes to approve such proposal. The Mycotopia board of directors unanimously recommends that stockholders vote “FOR” the approval of the Mycotopia adjournment proposal.

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The unaudited pro forma condensed combined financial information is presented to illustrate the estimated effects of the merger between Ei, Merger Sub E, Merger Sub M, Mycotopia, and PSLY (we refer to the merger collectively as the “business combination”). Ei and Mycotopia have historical operating businesses, and PSLY was incorporated to be the parent company, following the completion of the merger and the contribution. The merger agreement will be entered into immediately prior to closing of the merger. The merger will be accounted for using acquisition accounting, in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). As such, the assets and liabilities of Mycotopia, as of the completion of the merger, will be recorded at their fair values as well as any identifiable intangible assets. Any remaining excess purchase price will be allocated to goodwill, will not be amortized and will be evaluated for impairment annually. Consolidated financial statements of PSLY issued after the consummation of the merger will reflect such values. Ei was determined to be the accounting acquirer based upon the terms of the merger and other factors, such as relative voting rights and the composition of the combined company’s board of directors and senior management. The historical financial information has been adjusted in the unaudited pro forma condensed combined financial statements to give effect to pro forma events that are directly attributable to the merger, factually supportable, and with respect to the statements of operations, expected to have a continuing impact on the combined company, as follows:

•	The unaudited pro forma condensed combined balance sheet as of June 30, 2022 was prepared based on (i) the historical unaudited condensed consolidated balance sheet of Mycotopia as of June 30, 2022 and (ii) the historical unaudited condensed balance sheet of Ei as of June 30, 2022.

•

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2021 was prepared based on (i) the historical audited consolidated statement of operations of Mycotopia for the year ended December 31, 2021 and (ii) the historical audited statement of operations of Ei for the year ended December 31, 2021.

•

The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2022 was prepared based on (i) the historical unaudited condensed consolidated statement of operations of Mycotopia for the six months ended June 30, 2022 and (ii) the historical unaudited condensed statement of operations of Ei for the six months ended June 30, 2022.

•

PSLY is a Delaware corporation and was formed by Ei on May 3, 2019 for the purpose of effecting the merger and all activity for PSLY since its inception has been insignificant. To date, PSLY has not conducted any activities other than those incidental to its formation and the matters contemplated by the merger agreement in connection with the merger. As of the completion of the business combinations, Ei and Mycotopia will each become subsidiaries of PSLY.

While Mycotopia will be the legal acquirer, the merger will be accounted for as a reverse acquisition using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) Topic 805, “Business Combinations” (“ASC 805”). Ei will be deemed to be the accounting acquirer for financial accounting purposes. The unaudited pro forma condensed combined financial information set forth below primarily gives effect to the following:

•	the consummation of the merger between Mycotopia, Ei and merger subs;

•	the application of the acquisition method of accounting in connection with the merger and the contribution;

•	the conversion of Mycotopia convertible notes, common stock and preferred stock into PSLY common stock; and

•	the conversion of Ei ventures common stock into PSLY common stock.

Assumptions underlying the pro forma adjustments are described in the accompanying notes, which should be read in conjunction with the unaudited pro forma condensed combined financial information. The unaudited pro forma condensed combined balance sheet data gives effect to the business combination as if it had occurred on June 30, 2022. The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2022 and the year ended December 31, 2021 give effect to the business combination as if it had occurred on January 1.

The unaudited pro forma condensed combined financial information has been presented for informational purposes only and is not necessarily indicative of what the combined company's financial position or results of operations actually would have been had the business combination been completed as of the dates indicated. In addition, the unaudited pro forma condensed combined financial information does not purport to project the future financial position or operating results of the combined company. The historical consolidated financial information has been adjusted in the accompanying unaudited pro forma condensed combined financial information to give effect to unaudited pro forma events that are directly attributable to the merger, factually supportable and, with respect to the unaudited pro forma condensed combined statement of operations, expected to have a continuing impact on the results of operations of the combined company. The accompanying unaudited pro forma condensed combined statements of operations do not include any pro forma adjustments to reflect certain expected financial benefits of the merger, such as tax savings, cost synergies or

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revenue synergies, or the anticipated costs to achieve those benefits, including the cost of integration activities, or restructuring actions which may be achievable or the impact of any non-recurring activity and one-time transaction related costs.

The unaudited pro forma condensed combined financial information has been prepared using the acquisition method of accounting under existing GAAP, which are subject to change. Ei will be deemed the accounting acquirer in the business combination for accounting purposes and Mycotopia will be treated as the acquiree, based on a number of factors considered at the time of preparation of this proxy statement/prospectus, including control over the post-merger company as evidenced by the composition of executive management and the board of directors as well as the relative equity ownership after the closing of the business combination. The application of acquisition accounting of is dependent upon the working capital positions at the closing of the business combination, is dependent on other factors such as the share price of Mycotopia immediately prior to the closing of the merger, and is dependent on certain valuations and other studies that have yet to progress to a stage where there is sufficient information for a definitive measurement. The combined company will complete the valuations and other studies upon completion of the business combination and will finalize the purchase price allocation as soon as practicable within the measurement period, but in no event later than one year following the closing date of the merger. The assets and liabilities of Mycotopia and other pro forma adjustments have been measured based on various preliminary estimates using assumptions that PSLY, Mycotopia and Ei believe are reasonable, based on information that is currently available. Accordingly, the pro forma adjustments are preliminary. Differences between these preliminary estimates and the final acquisition accounting could be significant, and these differences could have a material impact on the accompanying unaudited pro forma condensed combined financial information and the combined company's future results of operation and financial position.

The unaudited pro forma condensed combined financial information has been compiled in a manner consistent with the accounting policies adopted by PSLY. Upon completion of the merger, the combined company will perform a detailed review of Mycotopia accounting policies and will conform the combined company policies. The combined company may identify additional differences between the accounting policies of the companies that, when conformed, could have a material impact on the consolidated financial statements of the combined company. There were no transactions between Mycotopia and Ei during the periods presented in the unaudited pro forma condensed combined financial information.

This unaudited pro forma condensed combined financial information was derived from and should be read in conjunction with the accompanying notes, as well as the following historical financial statements and the related notes of Mycotopia and Ei:

•

Separate historical audited financial statements of Mycotopia as of and for the years ended December 31, 2021 and 2020, and unaudited condensed financial statements of Mycotopia as of June 30, 2022 and for the six month periods ended June 30, 2022 and 2021 and the related notes included elsewhere in this proxy statement/prospectus; and

•

Separate historical audited consolidated financial statements of Ei as of and for the years ended December 31, 2021 and 2020, and unaudited condensed consolidated financial statements of Ei as of and for the six month period ended June 30, 2022 and for the six month periods ended June 30, 2022 and 2021 and the related notes included elsewhere in this proxy statement/prospectus.

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PSLY.com, Inc.

Unaudited Pro Forma Condensed Combined Balance Sheet

As of June 30, 2022

		Historical		Pro Forma
		Mycotopia, Inc.	Ei.Ventures, Inc.	Transaction Accounting Adjustments	Notes		Pro Forma Combined

CURRENT ASSETS:
Cash	$	783,377	6,568,636	-		$	7,352,013
Investments		-	1,845,311	-			1,845,311
Other receivable		-	337,664	-			337,664
Prepaid expenses and other current assets		-	79,887	-			79,887
TOTAL CURRENT ASSETS		783,377	8,831,498	-			9,614,875

Property and equipment, net		1,999	77,336	-			79,335
Intangible assets, Net		-	278,134	-			278,134
Goodwill		-	-	8,323,554	(a)		8,323,554


TOTAL ASSETS	$	785,376	9,186,968	8,323,554		$	18,295,898

LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	84,868	1,706,310	(67,613)		$	1,723,565
Accrued interest - shareholder loan		10,763	-	(10,763)	(a)		-
TOTAL CURRENT LIABILITIES		95,631	1,706,310	(78,376)			1,723,565

Convertible notes payable, net,		416,900	-	(416,900)	(a)		-

TOTAL LIABILITIES		512,531	1,706,310	(495,276)			1,723,565

MEZZANINE EQUITY
Preferred stock, $0.001 par value; 5,000,000 shares authorized, 5,000 outstanding as of June 30, 2022 ; liquidation preference of $50,000		50,000	-	(50,000)	(a)		-

STOCKHOLDERS' EQUITY (DEFICIT)

Common stock		14,441	6,669	(14,441)	(a)		6,383
				(286)	(c)
Additional paid in capital		4,483,567	27,310,033	(4,483,567)	(a)		36,401,994
				9,091,675	(b)
				286	(c)

Accumulated deficit		(4,275,163)	(19,836,044)	4,275,163	(a)		(19,836,044)
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)		272,845	7,480,658	8,818,830			16,572,333

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	785,376	9,186,968	8,323,554		$	18,295,898

a) Represents the elimination of Mycotopia, Inc. mezzanine equity, common stock, additional paid in capital, and accumulated deficit.

a) Represents the estimate of goodwill resulting from the preliminary purchase price

b) represents the issuance of Mycotopia shares upon merger

c) represents part value of PSLY

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PSLY.com, Inc.

Unaudited Pro Forma Condensed Combined Statements of Operations

For the Six Months Ended June 30, 2022

		Historical		Pro Forma
		Mycotopia, Inc.	Ei.Ventures, Inc.	Transaction Accounting Adjustments	Notes		Pro Forma Combined

OPERATING EXPENSES
General and administrative	$	992,327	7,169,972	`-`		$	8,162,299
Sales and marketing		-	1,560,406	`-`			1,560,406
Research and development		-	228,770	`-`			228,770
Impairment of digital asset		-	1,379,452
Depreciation and amortization		-	8,831
TOTAL OPERATING EXPENSES		992,327	10,347,431	`-`			9,951,475

LOSS FROM OPERATIONS		(992,327)	(10,347,431)	`-`			(9,951,475)

OTHER EXPENSE:
Interest expense		(427,508)	(20)	`472,508`	(a)		(20)
Interest expense - related party		(5,424)	-	`5,424`	(a)		-
TOTAL OTHER EXPENSE		(432,932)	(20)	`432,932`			(20)

LOSS BEFORE INCOME TAXES		(1,425,259)	(10,347,451)	`432,932`			(9,951,495)

PROVISION FOR INCOME TAXES		-	-	`-`			-

NET LOSS	$	(1,425,259)	(10,347,451)	`432,932`		$	(9,951,495)


NET LOSS PER COMMON SHARE
Basic and diluted	$	(0.10)	(0.17)			$	(0.16)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
Basic and diluted		14,268,731	62,227,949	`-`			63,831,425

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PSLY.com, Inc.

Unaudited Pro Forma Condensed Combined Statements of Operations

For the Year Ended December 31, 2021

		Historical		Pro Forma
		Mycotopia, Inc.	Ei.Ventures, Inc.	Transaction Accounting Adjustments	Notes		Pro Forma Combined

OPERATING EXPENSES
General and administrative	$	2,669,109	4,771,561	`-`		$	7,440,670
Sales and marketing		-	679,236	`-`			679,236
Research and development		-	215,627	`-`			215,627
TOTAL OPERATING EXPENSES		2,669,109	5,666,424	`-`			8,335,533

LOSS FROM OPERATIONS		(2,669,109)	(5,666,424)	`-`			(8,335,533)

OTHER EXPENSE:
Interest expense		(143,057)	(2,258)	`143,057`	(a)		(2,258)
Interest expense - related party		(8,564)	-	`8,564`	(a)		-
Loss on derivative liability		-	(3,152,938)	`-`			(3,152,938)
TOTAL OTHER EXPENSE		(151,621)	(3,155,196)	`151,621`			(3,155,196)

LOSS BEFORE INCOME TAXES		(2,820,730)	(8,821,620)	`151,621`			(11,490,729)

PROVISION FOR INCOME TAXES		-	-	`-`			-

NET LOSS	$	(2,820,730)	(8,821,620)	`151,621`		$	(11,490,729)


NET LOSS PER COMMON SHARE
Basic and diluted	$	(0.21)	(0.15)			$	(0.18)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
Basic and diluted		`13,412,634`	`60,257,452`	`-`			63,831,425

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NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

1.Description of Merger

On May 17, 2022, Mycotopia entered into an Agreement and Plan of Merger (the “Agreement”) whereby the Mycotopia will merge with a wholly owned subsidiary of PSLY. Simultaneously Ei will merge with a separate wholly owned subsidiary of PSLY.

At closing each share of common stock of the Mycotopia, issued and outstanding immediately prior to the effective time of the merger shall be converted into the right to receive 0.25 fully paid and nonassessable share of PSLY common stock.

At Closing each share of common stock of Ei will be convertible into the right receive a number of PSLY common stock equal to (i) the sum of $360,000,000 (Three Hundred Sixty Million Dollars) (ii) divided by $1.56, the result of which is divided by (iii) the product of the total number of shares of Ei common stock then issued and outstanding times four (4).

2.Basis of Presentation

The unaudited pro forma condensed combined financial information is prepared in accordance with Article 11 of SEC Regulation S-X. All amounts in these notes to unaudited pro forma condensed combined financial information are in thousands, except per share amounts. The historical financial information has been adjusted in the accompanying unaudited pro forma condensed combined financial information to give effect to unaudited pro forma events that are:

•	directly attributable to the merger;

•	directly attributable to the contribution;

•	factually supportable; and

•	with respect to the unaudited pro forma condensed combined statement of operations, expected to have a continuing impact on the results of operations of the combined company.

Only transactions and activity that were deemed factually supportable under Article 11 of Regulation S-X have been reflected in preparation of these pro forma financial statements, which may cause pro forma cash and other balances to differ materially from the expected amounts at merger close.

The pro forma financial information contemplates certain financing transactions by Mycotopia prior to the merger in order satisfy closing conditions as defined in the merger agreement to meet the targeted ownership structure.

The merger will be treated as a business combination for accounting purposes, with Ei as the deemed accounting acquirer and Mycotopia as the deemed accounting acquiree. Therefore, the historical basis of Ei assets and liabilities will not be remeasured as a result of the merger. In identifying Ei as the acquiring entity, the companies considered the structure of the merger, the contribution, relative outstanding share ownership at closing and the composition of the combined company's board of directors and senior management.

The unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting in accordance with ASC 805, which requires, among other things, that assets acquired and liabilities assumed in a business combination be recognized at their fair values as of the acquisition date. The acquisition method of accounting uses the fair value concepts defined in ASC Topic 820, “Fair Value Measurement” (“ASC 820”). Fair value is defined in ASC 820 as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Market participants are assumed to be buyers or sellers in the most advantageous market for the asset or liability. Fair value measurement for an asset assumes the highest and best use by these market participants.

Fair value measurements can be highly subjective and it is possible the application of reasonable judgment could develop different assumptions resulting in a range of alternative estimates using the same facts and circumstances.

Fair value estimates were determined based on preliminary discussions between PSLY, Mycotopia, and Ei management, and a preliminary valuation of Mycotopia assets and liabilities using June 30, 2022 as the measurement date. The allocation of the aggregate merger consideration used in the preliminary unaudited pro forma condensed combined financial information is based on preliminary estimates. The estimates and assumptions are subject to change as of the effective time of the merger. Refer to Note 4 for additional information.

For pro forma purposes, the valuation of consideration transferred is based on the number of Mycotopia common shares outstanding as of June 30, 2022 and fair value price per share of Mycotopia on June 30, 2022. Refer to Note 4 for additional information. This is used for pro forma purposes only. The consideration transferred will ultimately be based on the number of Mycotopia common shares

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outstanding immediately prior to the effective time of the merger, which could materially change from the assumptions included in this pro forma financial information.

The unaudited pro forma condensed combined balance sheet data gives effect to the business combination as if it had occurred on June 30, 2022. The unaudited pro forma condensed combined statements of operations data gives effect to the business combination as if it had occurred on January 1, 2022 and 2021. The unaudited pro forma condensed combined financial information is presented solely for informational purposes and is not necessarily indicative of the combined results of operations or financial position that might have been achieved for the periods or dates indicated, nor is it necessarily indicative of the future results of the combined company.

The unaudited pro forma condensed combined financial information has not been adjusted to give effect to certain expected financial benefits of the business combination, such as tax savings, cost synergies or revenue synergies, or the anticipated costs to achieve these benefits, including the cost of integration activities. The unaudited pro forma condensed combined financial information does not reflect possible adjustments related to restructuring or integration activities that have yet to be determined or transaction or other costs following the combination that are not expected to have a continuing impact on the business of the combined company. Further, one-time transaction-related expenses anticipated to be incurred prior to, or concurrent with, the closing of the business combination are not included in the unaudited pro forma combined statement of operations.

3.Accounting Policies

The unaudited pro forma condensed combined financial information has been compiled in a manner consistent with the accounting policies of Mycotopia. Following the merger, the combined company will conduct a review of accounting policies of PSLY in an effort to determine if differences in accounting policies require further reclassification of results of operations or reclassification of assets or liabilities to conform to Mycotopia’s accounting policies and classifications. As a result of that review, the combined company may identify differences among the accounting policies of the companies that, when conformed, could have a material impact on the unaudited pro forma condensed combined financial information.

4.Reverse Acquisition and Purchase Price Allocation

Pro Forma Fair Value of Total Estimated Consideration Transferred

The fair value of preliminary purchase consideration expected to be transferred on the closing date includes the value of the estimated number of shares of Mycotopia to be owned by PSLY shareholders prior to the closing of the merger. The fair value per share of Mycotopia common stock was assumed for pro forma purposes to be $0.29 per share.

Purchase consideration		Amounts
Pro Forma Mycotopia common shares outstanding at time of acquisition	$	17,154,104
Mycotopia fair value per share		0.53
Fair value of total estimated purchase consideration transferred	$	9,091,675

Purchase Price Allocation

The following is a preliminary estimate of the allocation of the purchase price to acquired identifiable assets and assumed liabilities, which includes preliminary purchase accounting adjustments to reflect the fair value of intangible assets acquired at the time of the merger.

		Amounts
Cash	$	783,377
Property and equipment, net		1,999
Goodwill		8,323,554
Accounts payable and accrued expenses		(17,255)
Total consideration	$	9,091,675

The intangible asset identified relates to goodwill. The valuation is internally developed, and these are valued on a preliminary basis. Changes in fair values could result in material adjustments in the purchase price allocation and resulting goodwill.

The fair value estimate for goodwill is preliminary. The final determination of fair value of goodwill remains subject to change. The finalization may have a material impact on the valuation of intangible assets and the purchase price allocation, which is expected to be finalized subsequent to the merger. The final purchase consideration will be based on the fair value per share of the Mycotopia common shares issued immediately prior to the effective time of the merger. Accordingly, the purchase consideration may change significantly

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if it is determined that the fair value of Mycotopia common shares exchanged at the closing date has changed from the $0.53 per share determined based upon the closing price of Mycotopia common stock.

5.Unaudited Pro Forma Condensed Combined Balance Sheet Adjustments

The following provides explanations of the various adjustments to the unaudited pro forma condensed combined balance sheet as of June 30, 2022:

a)Represents the completion of the merger with PSLY. PSLY shareholders received 17,154,104 shares of Mycotopia common stock with an estimated value of $9,091,675 based on the estimated fair value of Mycotopia common stock per share of $0.53. The merger with PSLY results in the elimination of balances related to Mycotopia’s convertible debt, interest on shareholder loan, common and preferred stock, paid-in capital, and accumulated deficit and in PSLY recognizing $8,323,554 of goodwill. The estimated goodwill is subject to materially change

b)Represents the issuance of Mycotopia common shares at the fair value of $0.53 per share.

c)Represents the issuance of PSLY common shares adjusted to par value

(1)Explanation of shares issued in the merger:

			Amount
Mycotopia common stock outstanding as of June 30, 2022			14,440,660
Conversion of Mycotopia convertible notes payable			952,500
Conversion of Mycotopia preferred stock			64,103
Issuance of common stock for outstanding warrants and options			1,696,841
Total Mycotopia common shares outstanding			17,154,104
Exchange ratio			0.25
Total PSLY shares issued to Mycotopia shareholders			4,288,526


Ei base valuation	$	360,000,000
Amount raised by Ei under regulation A offerings since December 6, 2021		10,901,727
Amount raised by Ei under regulation D offerings since March 28, 2022		645,342
Total Ei interests outstanding		371,547,069
Divided by		1.56
Result A	$	238,171,198

Total number of Ei shares issued and outstanding		66,696,797
Multiplied by		4
Result B	$	266,787,188

Ei exchange ratio (result A divided by result B)		0.89274

Ei shares issued and outstanding		66,696,797
Ei exchange ratio		0.89274
PSLY shares issued to Ei shareholders		59,542,899

Total PSLY shares issued to Mycotopia shareholders		4,288,526
Total PSLY shares issued to Ei shareholders		59,542,899
Total PSLY shares issued in merger		63,831,425
PSLY par value of common stock	$	0.0001
Pro forma common stock par value at merger	$	6,383

6.Unaudited Pro Forma Condensed Combined Statements of Operations Adjustments

a)Represents the acceleration of the amortization of debt discount upon the conversion of Mycotopia convertible notes payable.

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DESCRIPTION OF PSLY CAPITAL STOCK

DESCRIPTION OF PSLY CAPITAL STOCK

The following description of the material terms of the common stock and preferred stock of PSLY is not complete and is qualified in its entirety by reference to the PSLY charter and the PSLY bylaws, in each case that will be in effect as of the effective time. This description is subject to the detailed provisions of, and is qualified by reference to, the PSLY charter and the PSLY bylaws attached as exhibits to this proxy statement/prospectus and are incorporated herein by reference.

Authorized Capital Stock

The total number of shares of capital stock which PSLY will have authority to issue is 240,000,000 shares. This authorized capital stock consists of 200,000,000 shares of common stock and 40,000,000 shares of preferred stock, each having a par value of $0.0001 per share.

Following completion of the mergers we expect that there will be 63,831,425 shares of PSLY common stock outstanding.

Common Stock

The shares of PSLY common stock to be issued in the mergers will be duly authorized, validly issued, fully paid and non-assessable. Each holder of a share of PSLY common stock will be entitled to one vote for each share upon all questions presented to the holders of PSLY common stock. The PSLY stockholders will have no preemptive rights and no rights to convert their common stock into any other securities. There will also be no redemption or sinking fund provisions applicable to the PSLY common stock.

PSLY stockholders will be entitled to receive dividends as may be declared from time to time by the PSLY board out of funds legally available therefor. PSLY stockholders are entitled to share pro rata, upon any liquidation or dissolution of PSLY, in all remaining assets available for distribution to stockholders after payment or providing for PSLY’s liabilities and the liquidation preference of any outstanding PSLY preferred stock. The rights, preferences and privileges of the PSLY stockholders are subject to and may be adversely affected by the rights of holders of any series of PSLY preferred stock that PSLY may designate and issue at the effective time and in the future.

PSLY has applied to have its common stock listed on Nasdaq under the symbol “PSLY.”

Additional Classes or Series of Preferred Stock

The PSLY charter permits the PSLY board, without further action by the stockholders, to issue up to 40,000,000 shares of preferred stock in one or more series of preferred stock with such designations, relative rights (including voting rights), preferences, limitations and restrictions as the PSLY board may determine from time to time. Accordingly, without action by the stockholders, the PSLY board may designate and authorize the issuance of additional classes or series of PSLY preferred stock having voting rights, dividend rights, conversion rights, redemption provisions (including sinking fund provisions) and rights in liquidation, dissolution or winding up that are superior to those of PSLY common stock.

Structure of Board

The authorized number of directors shall be fixed from time to time by the board. Stockholders will elect directors, each of whom shall hold office for an initial term of one (1) year or until his or her successor is duly elected and qualified, subject to such director’s earlier death, resignation, disqualification or removal. Stockholders will not have the right to cumulate votes in the election of directors. As a result, at all meetings of stockholders for the election of directors at which a quorum is present, a plurality of the votes cast shall be sufficient to elect.

The chairperson of the board shall be appointed from among the board members (i) by the stockholders pursuant to the provisions of Article 3 of the bylaws, or (ii) by the board pursuant to the provisions of Article 4 of the bylaws.

Each director shall have one (1) vote. However, in the event of a deadlock or tie of the board in respect of any issue that is subject to board approval, the chairperson of the board shall have 2 votes and cast the deciding vote.

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Removal of Directors

For a notice of nomination to be timely in connection with a special meeting called by PSLY for the purpose of electing directors, such notice must be delivered to, or mailed to and received at, the principal executive offices of PSLY not later than the 90th day prior to such special meeting, or if later, the 10th day following the day on which public disclosure of the date of such special meeting was first made.

In accordance with the DGCL and subject to the rights of the holders of any class or series of preferred stock, any director or the entire PSLY board may be removed from office at any time, with or without cause, by the affirmative vote of the holders of at least a majority of the shares of stock entitled to vote in the election of the director or directors to be so removed.

Advance Notice of Proposals and Nominations

The PSLY bylaws provide that stockholders must give timely written notice to the Secretary of PSLY to bring business before an annual meeting of stockholders or to nominate candidates for election as directors at an annual meeting of stockholders.

Generally, to be timely, a stockholder’s notice will be required to be delivered to the principal executive offices of PSLY not later than the 90th day nor earlier than the 120th day prior to the one (1)-year anniversary of the date definitive proxy materials were first sent or given to stockholders with respect to the preceding year’s annual meeting; provided, however, that if the date of the annual meeting is more than thirty (30) days before or more than thirty (30) days after the anniversary of the preceding year’s annual meeting, notice by the stockholder to be timely must be so received no earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the tenth day following the day on which public announcement of the date of such meeting is first made. The PSLY bylaws also specify the form and content of a stockholder’s notice.

For a notice of nomination to be timely in connection with a special meeting called by PSLY for the purpose of electing directors, such notice must be received by the Secretary of PSLY at the principal executive offices of PSLY not later than the 90th day prior to such special meeting or the 10th day following the day on which public announcement of the date of such special meeting is first made

For additional detail on these provisions, please see “COMPARISON OF STOCKHOLDER RIGHTS — PSLY —Advance Notice Requirements for Stockholder Nominations and Other Provisions” beginning on page [__]. These provisions may prevent stockholders from bringing matters before an annual meeting of stockholders or from nominating candidates for election as directors at an annual meeting of stockholders.

Limits on Special Meetings

The PSLY bylaws provide that special meetings of stockholders may be called at any time by the chairperson of the board, the chief executive officer, or by a majority of the total number of votes of authorized directors (whether or not any vacancies exist at the time of such vote).

Amendment of the PSLY Bylaws

The PSLY board will be authorized to adopt, amend or repeal the PSLY bylaws by a majority vote.

PSLY stockholders also will have the power to amend, alter, change, adopt and repeal the PSLY bylaws, provided, however, that, in addition to any vote of the holders of any class or series of stock of PSLY required by law or PSLY’s charter, such action by stockholders will require the affirmative vote of the holders of at least a majority of the voting power of all of the then-outstanding shares of PSLY capital stock entitled to vote generally in the election of directors, voting together as a single class.

Preferred Stock

Please see “—Additional Classes or Series of Preferred Stock” above. PSLY’s ability to issue an indeterminate number of shares of the authorized shares of preferred stock with such rights, privileges and preferences as the PSLY board may fix may have the effect of delaying or preventing a takeover or other change of control of PSLY.

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Takeover Statutes

Section 203 of the DGCL generally prohibits “business combinations,” including mergers, sales and leases of assets, issuances of securities and similar transactions by a corporation or a subsidiary with an interested stockholder who beneficially owns 15% or more of a corporation’s voting stock, within three (3) years after the person or entity becomes an interested stockholder, unless: (i) the board of directors of the target corporation has approved, before the acquisition time, either the business combination or the transaction that resulted in the person becoming an interested stockholder, (ii) upon consummation of the transaction that resulted in the person becoming an interested stockholder, the person owns at least 85% of the corporation’s voting stock (excluding shares owned by directors who are officers and shares owned by employee stock plans in which participants do not have the right to determine confidentially whether shares will be tendered in a tender or exchange offer) or (iii) after the person or entity becomes an interested stockholder, the business combination is approved by the board of directors and authorized at a meeting of stockholders by the affirmative vote of at least 662∕3% of the outstanding voting stock not owned by the interested stockholder.

PSLY does not expect to opt out of the protections of Section 203 of the DGCL. As a result, the statute will apply to PSLY.

Exclusive Forum

The PSLY bylaws provide that unless PSLY consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if and only if the Court of Chancery of the State of Delaware lacks subject matter jurisdiction, any state court located within the State of Delaware or, if and only if all such state courts lack subject matter jurisdiction, the federal district court for the District of Delaware) will be the sole and exclusive forum for the following types of actions or proceedings under Delaware statutory or common law (i) any derivative action or proceeding brought on behalf of PSLY; (ii) any action or proceeding asserting a claim of breach of a fiduciary duty owed by any current or former director, officer or other employee of PSLY, to PSLY or its stockholders; (iii) any action or proceeding asserting a claim against the corporation or any current or former director, officer or other employee of PSLY, arising out of or pursuant to any provision of the DGCL, the certificate of incorporation or the bylaws of PSLY (as each may be amended from time to time); (iv) any action or proceeding to interpret, apply, enforce or determine the validity of the certificate of incorporation or the bylaws of PSLY (including any right, obligation, or remedy thereunder); (v) any action or proceeding as to which the DGCL confers jurisdiction to the Court of Chancery of the State of Delaware; and (vi) any action asserting a claim against PSLY or any director, officer or other employee of PSLY, governed by the internal affairs doctrine, in all cases to the fullest extent permitted by law and subject to the court’s having personal jurisdiction over the indispensable parties named as defendants. The foregoing forum provisions do not apply to suits brought to enforce a duty or liability created by the Securities Act, or the Securities Exchange Act of 1934, as amended, or any other claim for which the federal courts have exclusive jurisdiction. The PSLY bylaws also provide that, unless PSLY consents in writing to the selection of an alternative forum, the federal district courts of the United States of America are the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. The PSLY charter also provides that unless PSLY consents in writing to the selection of an alternative forum, the federal district courts of the District of Delaware will, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act.

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COMPARISON OF STOCKHOLDER RIGHTS

If the transactions are completed, Mycotopia stockholders will receive shares of PSLY common stock in connection with the merger and become stockholders of PSLY, and stockholders of Ei. will receive shares of PSLY common stock and become stockholders of PSLY. The following is a summary of certain differences between (i) the current rights of Mycotopia stockholders under the Nevada Business Corporation Act (the “NBCA”), the Mycotopia certificate of incorporation and the Mycotopia amended and restated bylaws; (ii) the current rights of the stockholders of Ei. under Delaware General Corporation Law (the “DGCL”), the Ei. certificate of incorporation and the Ei. amended and restated bylaws; and (iii) the current rights of PSLY stockholders under Delaware law, the PSLY certificate of incorporation and the PSLY bylaws.

The following summary is not a complete statement of the rights of stockholders of the three companies or a complete description of the specific provisions referred to below. This summary is qualified in its entirety by reference to the DGCL, NBCA, and Mycotopia’s, Ei’s and PSLY’s governing documents (which we urge you to read carefully and in their entirety). To find out where copies of these documents can be obtained, see “Where You Can Find More Information” beginning on page [__] of this proxy statement/prospectus. In addition, the identification of some of the differences in the rights of Ei’s, PSLY’s and Mycotopia’s stockholders is not intended to indicate that other differences that are equally important do not exist. PSLY, Ei. and Mycotopia urge you to carefully read this entire proxy statement/prospectus, the relevant provisions of the DGCL and NBCA, and the other documents to which PSLY, Ei. and Mycotopia refer in this proxy statement/prospectus for a more complete understanding of the differences between the rights of a PSLY stockholder and the rights of a Mycotopia stockholder or Ei. stockholder.

PSLY and Ei. are each incorporated under the laws of the State of Delaware and, accordingly, the rights of PSLY stockholders and Ei. stockholders are both governed by the DGCL and other applicable Delaware law. Mycotopia was incorporated under the laws of the State of Nevada and, accordingly, the rights of stockholders of Mycotopia are governed by the NBCA. As a result of the merger, Mycotopia stockholders will receive shares of PSLY common stock and become PSLY stockholders. Thus, following the merger, the rights of Mycotopia stockholders who become PSLY stockholders in connection with the merger will be governed by the DGCL and the other applicable Delaware law and will be governed by the PSLY charter and the PSLY bylaws. As a result of the merger, Ei. stockholders will receive shares of PSLY common stock and become PSLY stockholders. Thus, following the merger, the rights of Ei. stockholders who become PSLY stockholders in connection with the contribution will be governed by the DGCL and the other applicable Delaware law and will be governed by the PSLY charter and the PSLY bylaws.

Mycotopia	Ei.	PSLY
Authorized Capital Stock; Units
5,000,000 shares of Preferred Stock par value $0.001 per share; 100,000,000 shares of Common Stock par value $0.001 per share	The aggregate number of shares which Ei. has the authority to issue is 100,000,000 shares of common stock, par value $0.0001 per share.	The aggregate number of shares which PSLY has the authority to issue is 240,000,000 shares consisting of (i) 200,000,000 shares of common stock, par value $0.0001 per share, and (ii) 40,000,000 shares of preferred stock, par value $0.0001 per share.
Common Stock
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. All of our common stock is of the same class and has the same rights and preferences.	Except as provided by the DGCL, the holders of Ei. common stock have full voting powers on all matters requiring stockholder action, each share of such common stock being entitled to one vote for each share held of record, in person or by written proxy.	Subject to the rights of the holders of PSLY preferred stock (if any) and except as provided by the DGCL, the holders of PSLY common stock have full voting powers on all matters requiring stockholder action, each share of such common stock being entitled to one vote for each share held of record, in person or by written proxy.
Preferred Stock
The board of directors of the Corporation is hereby expressly granted authority, without stockholder action, and within the limits set forth in the Nevada Revised Statutes, to designate, in whole or in part, the voting powers, designation, preferences, limitations, restrictions, and relative rights of each class of shares before the issuance of any shares of that class.	Ei. has no authorized shares of preferred stock.	The PSLY board is authorized to from time to time issue one or more series of preferred stock in series and to establish the terms of such series.

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Number and Qualification of Directors
The number of directors shall not be less than two nor more than nine, with the exact number of directors to be fixed from time to time only by the vote of a majority of the entire board of directors.	The authorized number of directors of the corporation is fixed by the board of directors from time to time. The board of directors of Ei. is currently comprised of two members.	The PSLY board will consist of six (6) members.
Structure of Board of directors; Term of Directors; Election of Directors
The term of office of each director shall expire at the annual meeting of the stockholders in the first succeeding year following the year of incorporation or thereafter when his respective successor is elected and has qualified. At each annual election, the directors chosen to succeed those whose terms then expire shall be elected for a term expiring at the next succeeding annual meeting or thereafter when their respective successors are elected and have qualified. A majority of the whole Board shall constitute a quorum for the transaction of business at any meeting of the board of directors, provided, that the directors present at a meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors if any action taken is approved by a majority of the required quorum for such meeting. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors.	Stockholders shall elect directors, each of whom shall hold office for an initial term of one (1) year or until his or her successor is duly elected and qualified, subject to such director’s earlier death, resignation, disqualification or removal. At all meetings of stockholders for the election of directors at which a quorum is present, a plurality of the votes cast shall be sufficient to elect. A majority of the whole board shall constitute a quorum for the transaction of business at any meeting of the board of directors. At each meeting of the board of directors at which a quorum is present, all questions and business shall be determined by the affirmative vote of a majority of the directors present.	Stockholders shall elect directors, each of whom shall hold office for an initial term of one (1) year or until his or her successor is duly elected and qualified, subject to such director’s earlier death, resignation, disqualification or removal. At all meetings of stockholders for the election of directors at which a quorum is present, a plurality of the votes cast shall be sufficient to elect. The Chairperson of the Board of Directors shall be appointed from among the Board of Directors either (i) by the stockholders pursuant to the provisions of Article 3 of the bylaws, or (ii) by the Board of Directors pursuant to the provisions of Article 4 of the Bylaws. Each Director shall have 1 vote. However, in the event of a deadlock or tie of the Board in respect of any issue that is subject to Board approval, the Chairperson of the Board shall have 2 votes and cast a deciding vote. PSLY’s bylaws provide that a majority of the entire board constitutes a quorum for board action, except as it relates to indemnification of directors, in which case one-third of the entire board constitutes a quorum.
Removal of Directors
At a meeting of stockholders called expressly for that purpose, one or more members of the board (including the entire board) may be removed, with or without cause, by the holders of two-thirds of the shares then entitled to vote at an election of directors.	The DGCL provides, subject to the rights of the holders of any class or series of preferred stock, any director, or the entire Ei. board, may be removed from office at any time, with or without cause by the affirmative vote of the holders of a majority of the voting power of all of the shares of capital stock of Ei. then entitled to vote generally in the election of directors, voting as a single class.	The DGCL provides, subject to the rights of the holders of any class or series of preferred stock, any director, or the entire PSLY board, may be removed from office at any time, with or without cause only by the affirmative vote of the holders of a majority of the voting power of all of the shares of capital stock of PSLY then entitled to vote generally in the election of directors, voting as a single class.

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Vacancies on the Board of Directors
Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum of the Whole Board, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and qualified. If there are no directors in office, then an election of directors may be held in the manner provided by statute.	The Ei. bylaws provide that, except as otherwise required by law and subject to the rights of the holders of any class or series of capital stock to elect directors, any vacancies on the Ei. board for any reason, including from the death, resignation, disqualification or removal of any director, and any newly created directorships resulting by reason of any increase in the number of directors shall, unless the Board determines by resolution that any such vacancies or newly created directorships shall be filled by stockholders, be filled by the Ei. board, acting by the affirmative vote of a majority of the remaining directors then in office, even if less than a quorum, or by a sole remaining director. Any directors elected to fill a vacancy shall hold office for the remainder of the full term of the director for which the vacancy was created or occurred and until such director’s successor shall have been elected and qualified.	The PSLY charter and bylaws provide that, except as otherwise required by law and subject to the rights of the holders of any class or series of capital stock to elect directors, any vacancies on the PSLY board for any reason, including from the death, resignation, disqualification or removal of any director, and any newly created directorships resulting by reason of any increase in the number of directors shall, unless the Board determines by resolution that any such vacancies or newly created directorships shall be filled by stockholders, be filled by the PSLY board, acting by the affirmative vote of a majority of the remaining directors then in office, even if less than a quorum, or by a sole remaining director, and shall not be filled by stockholders. Any directors elected to fill a vacancy shall hold office for the remainder of the full term of the director for which the vacancy was created or occurred and until such director’s successor shall have been elected and qualified.
Stockholder Action by Written Consent
Any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice, and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.	Action by written consent is permitted.	Action by written consent is permitted.
Quorum for Stockholder Meetings
Stock representing a majority of the voting power of all outstanding stock of the corporation entitled to vote, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business, except as otherwise provided by statute or by the articles of incorporation.	Ei. Venture’s bylaws provide that, unless otherwise provided by statute, the holders of a majority of the outstanding shares of capital stock entitled to cast votes at a meeting, present either in person, by remote communication or by proxy, constitutes a quorum at such meeting	PSLY’s bylaws provide that, unless otherwise provided by statute, the holders of one-third of the outstanding shares of capital stock entitled to cast votes at a meeting, present either in person, by remote communication or by proxy, constitutes a quorum at such meeting.

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Special Meetings of Stockholders
Special meetings of the stockholders may be called at any time in the manner provided in the articles of incorporation. At any special meeting of the stockholders, only such business shall be conducted as shall have been stated in the notice of such special meeting.	The Ei. bylaws provide that special meetings of the stockholders of the corporation may be called, for any purpose or purposes, by (i) the chairman of the board of directors, (ii) the CEO, (iii) the board of directors pursuant to a resolution adopted by directors representing a quorum of the board of directors, or (iv) by the holders of shares entitled to cast not less than 20% of the votes at the meeting, and shall be held at such place, on such date, and at such time as the board of directors shall fix. Only such business shall be conducted at a special meeting of stockholders as shall have been set forth in the notice of meeting.	The PSLY bylaws provide that except as otherwise required by law and subject to the rights of the holders of any class or series of preferred stock, special meetings of stockholders of PSLY may be called by (i) the chairperson of the board of directors, (ii) the CEO, or (iii) the majority of the board of directors, or (iv) by a committee of the board which has been duly designated by the board and whose power and authority include the power to call such meetings, but such special meetings may not be called by another person. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to PSLY’s notice of meeting.
Notice of Stockholder Meetings
Notice of the time, place, and purpose or purposes of all meetings of the stockholders (whether annual or special), to be mailed at least 10 but not more than 60 days prior to the meeting, to each stockholder of record entitled to vote.	In accordance with the DGCL, notice of each meeting of stockholders, stating the place, date and hour of the meeting, and in the case of special meetings, the purpose or purposes thereof, shall be sent not less than ten (10) nor more than sixty (60) days before the date of such meeting to each stockholder entitled to vote thereat.	In accordance with the DGCL, PSLY’s bylaws provide that notice of each meeting of stockholders, stating the place, date and hour of the meeting, and in the case of special meetings, the purpose or purposes thereof, shall be sent not less than ten (10) nor more than sixty (60) days before the date of such meeting to each stockholder entitled to vote thereat.

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Advance Notice Requirements for Stockholder Nominations and Other Provisions

Nominations for the election of directors may be made by the board of directors or by any shareholder entitled to vote for the election of directors. Any shareholder entitled to vote for the election of directors at a meeting may nominate persons for election as directors only if written notice of such shareholder’s intent to make such nomination is delivered or mailed to and received at the principal executive offices of the corporation not later than (i) with respect to an election to be held at an annual meeting of shareholders, not less than 30 days prior to such meeting, provided, in the event that less than 40 days’ notice of the date of the meeting is given or made to shareholders, to be timely, a shareholder’s notice shall be so received not later than the close of business on the 10th day following the day on which such notice of the date of the annual meeting was mailed, and (ii) with respect to an election to be held at a special meeting of shareholders for the election of directors, the close of business on the seventh day following the date on which notice of such meeting is first given to shareholders.

For nominations or other business proposed by a stockholder to be properly brought before an annual meeting, the stockholder must provide notice delivered to the secretary at the principal executive offices of the corporation not later than the close of business on the 90^th day nor earlier than the close of business on the 120th day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is advanced more than 30 days prior to or delayed by more than 30 days after the anniversary of the preceding year’s annual meeting, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made.

The PSLY bylaws provide that for nominations and other business to be properly brought at a meeting of stockholders, a stockholder of record at such time who is entitled to vote at the meeting must have given timely notice; provided that only such business as has been brought before a special meeting pursuant to PSLY’s notice of such meeting may be conducted at such special meeting.

For proposals and nominations to be timely, a stockholder’s notice of nominations to be made at an annual meeting must be delivered to, or mailed and received at, the principal executive offices of PSLY not less than ninety (90) days nor more than 120 days prior to the one (1)-year anniversary of the preceding year’s annual meeting; provided, however, that if the date of the annual meeting is more than thirty (30) days before or more than thirty (30) days after such anniversary date, notice by the stockholder to be timely must be so delivered, or mailed and received, not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or, if later, the tenth day following the day on which public disclosure of the date of such annual meeting was first made.

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Charter Amendments
Nevada Corporations Act provides that every amendment to the articles of incorporation be made in the following manner: (i) The board of directors must adopt a resolution setting forth the amendment proposed and submit the proposed amendment to the stockholders for approval. (ii) Approval of stockholders holding shares in the corporation representing at least a majority of the voting power, or such greater proportion of the voting power as may be required. Mycotopia’s Articles of Amendment reserves the right to amend, alter, change, or repeal all or any portion of the provisions in the Articles of Incorporation from time to time in accordance with the laws of the state of Nevada, and all rights conferred on stockholders in the Articles are granted subject to this reservation.	The DGCL provides that an amendment to a corporation’s certificate of incorporation requires that (i) the board of directors adopt a resolution setting forth the proposed amendment and either call a special meeting of the stockholders entitled to vote in respect thereof for consideration of such amendment or direct that the amendment be considered at the next annual meeting of the stockholders (provided a meeting or vote is required pursuant to Section 242 of the DGCL) and (ii) the stockholders approve the amendment by a majority of outstanding shares entitled to vote (and a majority of the outstanding shares of each class entitled to vote, if any). The Ei. charter provides that Ei. reserves the right to amend, alter, change or repeal any provision contained in its charter in the manner now or hereafter prescribed by the DGCL and all rights conferred on stockholders therein granted are subject to such reservation.	The DGCL provides that an amendment to a corporation’s certificate of incorporation requires that (i) the board of directors adopt a resolution setting forth the proposed amendment and either call a special meeting of the stockholders entitled to vote in respect thereof for consideration of such amendment or direct that the amendment be considered at the next annual meeting of the stockholders (provided a meeting or vote is required pursuant to Section 242 of the DGCL) and (ii) the stockholders approve the amendment by a majority of outstanding shares entitled to vote (and a majority of the outstanding shares of each class entitled to vote, if any). The PSLY charter provides that PSLY reserves the right to amend, alter, change or repeal any provision contained in its charter in the manner now or hereafter prescribed by the DGCL and all rights conferred on stockholders therein granted are subject to such reservation.
Amendment of Bylaws
The power to alter, amend, or repeal the bylaws or adopt new bylaws shall be vested in the board of directors, but the stockholders of the Corporation may also alter, amend, or repeal the bylaws or adopt new bylaws. The bylaws may contain any provisions for the regulation or management of the affairs of the Corporation not inconsistent with the laws of the state of Nevada now or hereafter existing.	Ei.’s bylaws provide that (i) the board of directors has the power to make, alter, and repeal the corporation’s bylaws and (ii) the stockholders have the power to rescind, alter, amend, and repeal the corporation’s bylaws by the affirmative vote of the holders of at least a majority of the outstanding voting stock, voting together as a single class.	PSLY’s charter and bylaws provide that (i) the PSLY board has the power to make, alter, and repeal PSLY’s bylaws and (ii) the PSLY stockholders have the power to rescind, alter, amend, and repeal PSLY’s bylaws by the affirmative vote of the holders of at least a majority of the outstanding voting stock, voting together as a single class.
Limitation of Director Liability
Mycotopia’s Articles of Incorporation provide that a director shall have no personal liability to the Corporation or its stockholders for damages for breach of fiduciary duty as a director or officer, to the fullest extent permitted by the Nevada Revised Statutes.	Ei.’s certificate of incorporation provides that a director is not personally liable to the corporation or its stockholders for monetary damages for breach of a fiduciary duty as a director in accordance with and to the fullest extent permitted by the DGCL. If the DGCL is amended to authorize further eliminating or limiting the personal liability of directors, then the liability of a director will be eliminated or limited to the fullest extent permitted by the DGCL, as amended.	PSLY’s charter and bylaws provides that a director of PSLY is not personally liable to PSLY or its stockholders for monetary damages for breach of a fiduciary duty as a director in accordance with and to the fullest extent permitted by the DGCL. If the DGCL is amended to authorize further eliminating or limiting the personal liability of directors, then the liability of a director will be eliminated or limited to the fullest extent permitted by the DGCL, as amended.

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Indemnification

Permitted Indemnification and Advance of Expenses:

Mycotopia’s Articles of Incorporation

Mandatory Indemnification:

Mycotopia’s Articles of Incorporation and Bykaws provide that the Company shall indemnify each director and officer of the Corporation and his respective heirs, administrators, and executors against all liabilities and expenses reasonably incurred in connection with any action, suit, or proceeding to which he may be made a party by reason of the fact that he is or was a director or officer of the Corporation, to the full extent permitted by the laws of the state of Nevada now existing or as such laws may hereafter be amended.

The expenses of officers and directors incurred in defending a civil or criminal action, suit, or proceeding shall be paid by the Corporation as they are incurred and in advance of the final disposition of the action, suit, or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the Corporation.

Permitted Indemnification and Advance of Expenses:

Ei.’s certificate of incorporation provides that to the fullest extent permitted by applicable law, the corporation is authorized to provide indemnification of (and advancement of expenses to) directors, officers and agents of the corporation (and any other persons to which applicable law permits the corporation to provide indemnification) through bylaw provisions, agreements with such agents or other persons, vote of stockholders or disinterested directors or otherwise.

Mandatory Indemnification:

Ei.’s bylaws provides that the corporation shall indemnify its directors and executive officers to the fullest extent not prohibited by the DGCL or any other applicable law; provided, however, that the corporation may modify the extent of such indemnification by individual contracts with its directors and executive officers; and, provided, further, that the corporation shall not be required to indemnify any director or executive officer in connection with any proceeding (or part thereof) initiated by such person unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the board of directors of the corporation, or (iii) such indemnification is provided by the corporation, in its sole discretion.

Permitted Indemnification and Advance of Expenses:

PSLY’s By-laws provides that PSLY may indemnify, to the fullest extent permitted by Delaware law, any person who is a party or is threatened to be made a party to any action or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person:

(i) is or was a director, officer, or employee of PSLY or any predecessor to PSLY; or

(ii) is or was serving at the request of PSLY or any predecessor to PSLY as a director, officer, or employee at another enterprise.

PSLY may, but is not required to, purchase and maintain insurance on behalf of any such person against any liability which may be asserted or enter into contracts providing for the indemnification of any such person to the fullest extent permitted by law.

Mandatory Indemnification:

PSLY’s charter provides that PSLY shall indemnify, to the extent not prohibited by the DGCL, directors and executive officers of PSLY for personal liability to PSLY or its stockholders for monetary damages for breach of fiduciary duty as a director.

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		PSLY’s bylaws provided that PSLY shall advance to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or executive officer, of PSLY, or is or was serving at the request of PSLY as a director or executive officer of another corporation, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request therefor, all expenses incurred by any director or executive officer in connection with such proceeding, provided, however, that if the DGCL requires, an advancement of expenses incurred by a director or executive officer in his or her capacity as a director or executive officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to PSLY of an undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial adjudication that such indemnitee is not entitled to be indemnified for such expenses. No advance shall be made by PSLY to an executive officer of (except by reason of the fact that such executive officer is or was a director of PSLY) in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made (i) by a majority vote of directors who were not parties to the proceeding, even if not a quorum, or (ii) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or such directors so direct, by independent legal counsel in a written opinion, that the facts known to the decision-making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of PSLY.
Preemptive Rights
Mycotopia stockholders do not have preemptive rights. Thus, if additional shares of Mycotopia common stock are issued, the current Mycotopia stockholders will own a proportionately smaller interest in a larger number of outstanding shares of common stock to the extent that they do not participate in the additional issuance	Ei. stockholders do not have preemptive rights. Thus, if additional shares of Ei. common stock are issued, the current Ei. stockholders will own a proportionately smaller interest in a larger number of outstanding shares of common stock to the extent that they do not participate in the additional issuance.	PSLY’s stockholders do not have preemptive rights. Thus, if additional shares of PSLY common stock are issued, the current PSLY stockholders will own a proportionately smaller interest in a larger number of outstanding shares of common stock to the extent that they do not participate in the additional issuance.

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Dividends and Share Repurchases
Mycotopia shareholders are entitled to receive the dividends, if any, as may be declared from time to time by our board of directors out of funds legally available for that purpose. A corporation may make distributions to its stockholders, provided that no distribution may be made if, after giving it effect: (i) The corporation would not be able to pay its debts as they become due in the usual course of business. or (ii) Except as otherwise specifically allowed by the articles of incorporation, the corporation’s total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the corporation were to be dissolved at the time of distribution, to satisfy the preferential rights upon dissolution of holders of shares of any class or series of the capital stock of the corporation having preferential rights superior to those receiving the distribution.	The DGCL provides that, subject to any restrictions in a corporation’s certificate of incorporation, dividends may be declared from the corporation’s surplus, or if there is no surplus, from its net profits for the fiscal year in which the dividend is declared and for the preceding fiscal year. Dividends may not be declared out of net profits, however, if the corporation’s capital has been diminished to an amount less than the aggregate amount of all capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets until the deficiency in the amount of capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets is repaired. Furthermore, the DGCL generally provides that a corporation may redeem or repurchase its shares only if the redemption or repurchase would not impair the capital of the corporation.	The DGCL provides that, subject to any restrictions in a corporation’s certificate of incorporation, dividends may be declared from the corporation’s surplus, or if there is no surplus, from its net profits for the fiscal year in which the dividend is declared and for the preceding fiscal year. Dividends may not be declared out of net profits, however, if the corporation’s capital has been diminished to an amount less than the aggregate amount of all capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets until the deficiency in the amount of capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets is repaired. Furthermore, the DGCL generally provides that a corporation may redeem or repurchase its shares only if the redemption or repurchase would not impair the capital of the corporation
Required vote for a Sale
A Merger, Conversion, or Exchange requires recommendation from the board and approval of the majority of the issued and outstanding shares entitled to vote thereon, Nev. Rev. Stat. Ann. § 92A.120	Section 251 of the DGCL requires, with limited exceptions, a merger, consolidation or sale of substantially all of the assets of a company to be approved by the board and a majority of the issued and outstanding shares entitled to vote thereon.	Section 251 of the DGCL requires, with limited exceptions, a merger, consolidation or sale of substantially all of the assets of a company to be approved by the board and a majority of the issued and outstanding shares entitled to vote thereon.
Stockholder Rights Plan
Mycotopia does not currently have a stockholders’ rights plan.	Ei. does not currently have a stockholders’ rights plan in effect.	PSLY does not currently have a stockholders’ rights plan in effect.
Transfer Restrictions
None.	None, except requirements to comply with federal and state securities laws.	None.

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Business Combination or Antitakeover Statutes

Mycotopia’s articles of incorporation opt out of the provisions of NRS 78.378 et. seq regarding the applicability of stricter standards for the acquisition of a controlling interest in the corporation.

Pursuant to NRS 78.438 a resident domestic corporation may not engage in any combination with any interested stockholder of the resident domestic corporation for 2 years after the date that the person first became an interested stockholder unless the combination meets all of the requirements of the articles of incorporation of the resident domestic corporation and:

(a) The combination or the transaction by which the person first became an interested stockholder is approved by the board of directors of the resident domestic corporation before the person first became an interested stockholder; or

(b) The combination is approved by the board of directors of the resident domestic corporation and, at or after that time, the combination is approved at an annual or special meeting of the stockholders of the resident domestic corporation, and not by written consent, by the affirmative vote of the holders of stock representing at least 60 percent of the outstanding voting power of the resident domestic corporation not beneficially owned by the interested stockholder or the affiliates or associates of the interested stockholder.

Section 203 of the DGCL generally prohibits “business combinations,” including mergers, sales and leases of assets, issuances of securities and similar transactions by a corporation or a subsidiary with an interested stockholder who beneficially owns 15% or more of a corporation’s voting stock, within three (3) years after the person or entity becomes an interested stockholder, unless: (i) the board of directors of the target corporation has approved, before the acquisition time, either the business combination or the transaction that resulted in the person becoming an interested stockholder, (ii) upon consummation of the transaction that resulted in the person becoming an interested stockholder, the person owns at least 85% of the corporation’s voting capital stock (excluding shares owned by directors who are officers and shares owned by employee stock plans in which participants do not have the right to determine confidentially whether shares will be tendered in a tender or exchange offer) or (iii) after the person or entity becomes an interested stockholder, the business combination is approved by the board of directors and authorized at a meeting of stockholders by the affirmative vote of at least 66% of the outstanding voting capital stock not owned by the interested stockholder.

Ei. has not opted out of the protections of Section 203 of the DGCL. As a result, the statute applies to Ei.

Section 203 of the DGCL generally prohibits “business combinations,” including mergers, sales and leases of assets, issuances of securities and similar transactions by a corporation or a subsidiary with an interested stockholder who beneficially owns 15% or more of a corporation’s voting stock, within three (3) years after the person or entity becomes an interested stockholder, unless: (i) the board of directors of the target corporation has approved, before the acquisition time, either the business combination or the transaction that resulted in the person becoming an interested stockholder, (ii) upon consummation of the transaction that resulted in the person becoming an interested stockholder, the person owns at least 85% of the corporation’s voting capital stock (excluding shares owned by directors who are officers and shares owned by employee stock plans in which participants do not have the right to determine confidentially whether shares will be tendered in a tender or exchange offer) or (iii) after the person or entity becomes an interested stockholder, the business combination is approved by the board of directors and authorized at a meeting of stockholders by the affirmative vote of at least 66% of the outstanding voting capital stock not owned by the interested stockholder.

PSLY has not opted out of the protections of Section 203 of the DGCL. As a result, the statute applies to PSLY.

136

Appraisal Rights

A stockholder of a corporation is entitled to dissent from, and obtain payment of the fair value of his or her shares in the event of any of the corporate actions under Nev. Rev. Stat. Ann. § 92A.380. However, there is no right of dissent in favor of stockholders of any class or series which is:

(a) A covered security under section 18(b)(1)(A) or (B) of the Securities Act of 1933, 15 U.S.C. § 77r(b)(1)(A) or (B), as amended; or

(b) Traded in an organized market and has at least 2,000 stockholders and a market value of at least $20,000,000, exclusive of the value of such shares held by the corporation’s subsidiaries, senior executives, directors and beneficial stockholders owning more than 10 percent of such shares.

Under the DGCL, a stockholder may dissent from, and receive payments in cash for, the fair value of his or her shares as appraised by the Court of Chancery of the State of Delaware in the event of certain mergers and consolidations. However, stockholders do not have appraisal rights if the shares of capital stock they hold, at the record date for determination of stockholders entitled to vote at the meeting of stockholders to act upon the merger or consolidation, or on the record date with respect to action by written consent, are either (i) listed on a national securities exchange or (ii) held of record by more than 2,000 holders. Further, no appraisal rights are available to stockholders of the surviving corporation if the merger did not require the vote of the stockholders of the surviving corporation. Notwithstanding the foregoing, appraisal rights are available if stockholders are required by the terms of the merger agreement to accept for their shares anything other than (i) shares of capital stock of the surviving corporation, (ii) shares of capital stock of another corporation that will either be listed on a national securities exchange or held of record by more than 2,000 holders, (iii) cash instead of fractional shares or (iv) any combination of clauses (i)-(iii). Appraisal rights are also available under the DGCL in certain other circumstances, including in certain parent-subsidiary corporation mergers and in certain circumstances where the certificate of incorporation so provides.

Neither the Ei. charter nor bylaws provide for appraisal rights in any additional circumstance other than as required by applicable law.

Neither the PSLY charter nor bylaws provide for appraisal rights in any additional circumstance other than as required by applicable law.

137

Forum for Adjudication of Disputes

The Mycotopia bylaws do not contain a forum selection clause.

The Ei. bylaws provide that unless the corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the corporation; (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the corporation to the corporation or the corporation’s stockholders; (iii) any action asserting a claim against the corporation or any director or officer or other employee of the corporation arising pursuant to any provision of the DGCL, the certificate of incorporation or the Bylaws of the corporation; or (iv) any action asserting a claim against the corporation or any director or officer or other employee of the corporation governed by the internal affairs doctrine.

The PSLY charter also provides that unless PSLY consents in writing to the selection of an alternative forum, the federal district courts of the District of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act.

138

LEGAL MATTERS

The validity of the shares of PSLY common stock to be issued in the merger will be passed upon by Potomac Law Group PLLC. Certain U.S. federal income tax consequences relating to the merger will also be passed upon by Potomac Law Group PLLC.

EXPERTS

Mycotopia

The consolidated financial statements of Mycotopia as of December 31, 2021 and 2020 have been included in this proxy statement/prospectus at pages [__] in reliance on the reports of Pinnacle Accountancy Group of Utah, an independent registered public accounting firm, which report is included herein. Such consolidated financial statements have been so included in reliance on the reports of such firm, given upon the authority of said firm as experts in auditing and accounting.

Ei. Ventures

The financial statements of Ei. Ventures as of and for the years ended December 31, 2021 and 2020 included in this proxy statement/prospectus have been audited by Tanner LLC, an independent registered public accounting firm, as stated in its report, appearing herein and elsewhere in this proxy statement/prospectus. Such financial statements are included in reliance upon the report of such firm given upon its authority as experts in accounting and auditing.

MYCOTOPIA ANNUAL MEETING STOCKHOLDER PROPOSALS

If the merger is completed, Mycotopia will not have public stockholders and there will be no public participation in any future meeting of stockholders. However, if the merger is not completed or if Mycotopia is otherwise required to do so under applicable law, Mycotopia will hold a 2022 annual meeting of stockholders. Any stockholder nominations or proposals for other business intended to be presented at Mycotopia’s next annual meeting must be submitted to Mycotopia as set forth below.

All stockholder proposals and notices discussed below must be mailed to Corporate Secretary, Mycotopia Therapies Inc., 18851 NE 29th Ave., Suite 700, Aventura, FL 33180. Stockholder proposals and director nominations that are not included in our proxy materials will not be considered at any annual meeting of stockholders unless such proposals have complied with the requirements of our amended and restated Bylaws.

Rule 14a-8 Stockholder Proposals at 2022 Annual Meeting

Proposals of eligible stockholders that comply with Exchange Act Rule 14a-8 would have to have been received in writing by the Corporate Secretary no later than [__], 2022, in order to be considered for inclusion in Mycotopia’s proxy statement and form of proxy relating to the 2022 Annual Meeting should it occur. No proposals were received.

Non-Rule 14a-8 Proposals at 2022 Annual Special Meeting

If required, Mycotopia anticipates that its 2022 Annual Meeting would be held in [__], 2022. If a stockholder desires to submit a proposal for consideration at the 2022 Annual Meeting, written notice of such stockholder’s intent to make such a proposal must be given and received by Mycotopia’s Corporate Secretary at Mycotopia’s principal executive offices either by personal delivery or by U.S. mail no earlier than [__], 2022. Each notice must describe the proposal in sufficient detail for the proposal to be summarized on the agenda for the 2022 Special Meeting and must set forth: (i) the name and address, as it appears on Mycotopia’s books, of the stockholder who intends to make the proposal; (ii) a representation that the stockholder is a holder of record of Mycotopia stock entitled to vote at such meeting and intends to appear in person or by proxy at such meeting to present such proposal; and (iii) the class and number of shares of the Mycotopia stock which are beneficially owned by the stockholder. In addition, the notice must set forth the reasons for conducting such proposed business at 2022 Annual Meeting (should it occur) and any material interest of the stockholder in such business. The presiding officer of the 2022 Annual Meeting will, if the facts warrant, refuse to acknowledge a proposal not made in compliance with the foregoing procedure, and any such proposal not properly brought before the 2022 Special Meeting (should it occur) will not be considered.

139

WHERE YOU CAN FIND MORE INFORMATION

PSLY filed with the SEC under the Securities Act the registration statement on Form S-4 to register the shares of PSLY common stock to be issued to Mycotopia stockholders in connection with the merger. The registration statement, including the exhibits and schedules thereto, contains additional relevant information about PSLY and its common stock. The rules and regulations of the SEC allow PSLY to omit certain information included in the registration statement from this proxy statement/prospectus. This proxy statement/prospectus is part of the registration statement and is a prospectus of PSLY in addition to being Mycotopia’s proxy statement for its special meeting.

Mycotopia files annual, quarterly and special reports, proxy statements and other business and financial information with the SEC under the Exchange Act. The SEC maintains a website at http://www.sec.gov where you can access reports, proxy information and registration statements, and other information regarding registrants that file electronically with the SEC. Mycotopia also posts its SEC filings on its website, which is https://www.mycotopiatherapies.com. Information contained on the Mycotopia’s website is not incorporated by reference into this proxy statement/prospectus, and you should not consider information contained in its website as part of this proxy statement/prospectus.

140

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

EI.VENTURES, INC. FINANCIAL STATEMENTS	Page

Report of Independent Registered Public Accounting Firm	F-1

Balance Sheets as of December 31, 2021 and 2020	F-2

Statements of Operations for the years ended December 31, 2021 and 2020	F-3

Statements of Stockholders’ Deficit for the Years Ended December 31, 2021 and 2020	F-4

Statements of Cash Flows for the years ended December 31, 2021 and 2020	F-5

Notes to Financial Statements	F-6

Condensed Consolidated Balance Sheets as of June 30 , 2022 and December 31, 2021	F-11

Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30 , 2022 and June 30 , 2021	F-12

Condensed Consolidated Statements of Stockholders’ Equity (Deficit) as of June 30 , 2022	F-13

Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30 , 2022 and June 30 , 2021	F-14

Notes to Condensed Consolidated Financial Statements	F-16

MYCOTOPIA THERAPIES INC. FINANCIAL STATEMENTS	Page

Report of Independent Registered Public Accounting Firm	F-20

Consolidated Balance Sheets as of December 31, 2021 and 2020	F-22

Consolidated Statements of Operations for the years ended December 31, 2021 and 2020	F-23

Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2021 and 2020	F-24

Consolidated Statements of Cash Flows for the years ended December 31, 2021 and 2020	F-25

Notes to Consolidated Financial Statements	F-26

Consolidated Balance Sheets as of June 30 , 2022 and December 31, 2021 (unaudited)	F-32

Condensed Consolidated Statements of Operations for the Three Months Ended J une 30 , 2022 and Six Months Ended June 30, 2022	F-33

Condensed Consolidated Statements of Changes in Shareholders’ Equity for the Three Months Ended J une 30, 2022 and Six Months Ended June 30, 2022	F-34

Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30 , 2022	F-35

Notes to the Condensed Consolidated Financial Statements	F-36

141

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Management

Ei.Ventures, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Ei.Ventures, Inc. (the “Company”) as of December 31, 2021 and 2020, and the related statements of operations, stockholder’s deficit, and cash flows for the years then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for the years ended December 31, 2021 and 2020, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

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

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

We have served as the Company’s auditor since 2019.

/s/ Tanner LLC

Salt Lake City, Utah

May 24, 2022

F-1

CONSOLIDATED FINANCIAL STATEMENTS

Ei.Ventures, Inc.

Balance Sheets

At December 31,

	2021	2020
Assets

Current assets:
Cash	`$5,642,766`	`$63,289`
Other receivable	`2,904,485`	`-`
Prepaid expenses and other current assets	`191,495`	`16,000`
Total current assets	`8,738,746`	`79,289`
Property and equipment, net	`41,005`	`-`
Intangible assets	`1,657,586`	`-`
Total assets	`$10,437,337`	`$79,289`

Liabilities and Stockholders' Deficit

Current liabilities:
Accounts payable	`$840,050`	`$-`
Accrued expenses	`21,173`	`2,500`
Simple Agreements for Future Equity (SAFEs)	`4,720,027`	`743,763`
Advances for sale of common stock	`8,737,145`	`-`
Total current liabilities	`14,318,395`	`746,263`

Commitments and contingencies

Stockholders' deficit:

Common stock, $.0001 par value: 100,000,000 shares authorized, 61,272,478 shares outstanding	`6,127`	`6,000`
Additional paid in capital	`5,601,408`	`(6,000)`
Accumulated deficit	`(9,488,593)`	`(666,974)`
Total stockholders' deficit	`(3,881,058)`	`(666,974)`
Total liabilities and stockholders' deficit	`$10,437,337`	`$79,289`

F-2

Ei.Ventures, Inc.

Statements of Operations

For the Years Ended December 31,

	2021	2020
Revenue	`$-`	`$-`
Operating expenses:
General and administrative	`4,771,561`	`404,729`
Sales and marketing	`679,236`	`159,579`
Research and development	`215,627`	`102,666`
Total operating expenses	`5,666,424`	`666,974`
Operating loss	`(5,666,424)`	`(666,974)`
Other income (expense):
Loss on derivative liability	`(3,152,938)`	`-`
Interest and Depreciation	`(2,258)`	`-`
Net loss	`$(8,821,620)`	`(666,974)`

Basic/diluted loss per share	`$(0.15)`	`$(0.01)`
Number of weighted average shares outstanding	`60,257,452`	`60,000,000`

F-3

Ei.Ventures, Inc.

Statements of Stockholders' Deficit

For the Years Ended December 31, 2021 and 2020

	Common Stock		Additional Paid-in	Accumulated	Total Stockholders'
	Shares	Amount	Capital	Deficit	Deficit
Balance, January 1, 2020	60,000,000	$6,000	$(6,000)	$-	$-
Net loss	-	-	-	(666,974)	(666,974)

Balance at December 31, 2020	60,000,000	6,000	(6,000)	(666,974)	(666,974)
Proceeds from sale of common stock, net of offering costs of $3,208,384	1,272,478	127	3,079,965	-	3,080,092
Stock-based compensation	-	-	2,527,443	-	2,527,443
Net loss	-	-	-	(8,821,619)	(8,821,619)

Balance at December 31, 2021	61,272,478	$6,127	$5,601,408	$(9,488,593)	$(3,881,058)

F-4

Ei.Ventures, Inc.

Statements of Cash Flows

For the Years Ended December 31,

	2021	2020

Cash flow from operating activities:
Net loss	`$(8,821,619)`	`$(666,974)`

Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	`2,248`	`-`
Loss on derivative liability	`3,152,938`	`-`
Stock-based compensation	`2,527,443`	`-`
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	`(175,495)`	`(16,000)`
Accounts payable and accrued expenses	`458,723`	`2,500`
Net cash used in operating activities	`(2,855,762)`	`(680,474)`
Cash flow from investing activities:
Purchases of intangible assets	`(1,257,586)`	`-`
Purchases of property and equipment	`(43,253)`	`-`
Net cash used in investing activities	`(1,300,839)`	`-`
Cash flows from financing activities:
Advances for sale of common stock	`5,832,660`	`-`
Net proceeds from issuance of common stock	`3,080,092`	`-`
Proceeds from issuance of SAFEs	`823,326`	`743,763`
Net cash provided by financing activities	`9,736,078`	`743,763`
Net change in cash	`5,579,477`	`63,289`
Cash at the beginning of the period	`63,289`	`-`
Cash at the end of the period	`$5,642,766`	`$63,289`

Supplemental disclosure of noncash investing and financing activities:

Advances for sale of common stock held by transfer agent	`$2,904,485`	`$-`
Payable for purchase of intangible assets	`$400,000`	`$-`

F-5

Notes to the Financial Statements

As of December 31, 2021 and 2020

And for the Years Then Ended

1.NATURE OF THE BUSINESS

a.Ei. Ventures, Inc., a Delaware corporation (the “Company”), is a start-up company that was incorporated on May 3, 2019, with the ambition to engage in the discovery, development and commercialization of regulatory approved, plant-derived, psychoactive, and non-psychoactive therapeutic compounds that address global mental healthcare needs.

2.BASIS OF PREPARATION

a.The accompanying financial statements (the “Financial Statements”) have been prepared by the Company assuming that the company will continue as a going concern and in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”).

3.USE OF ESTIMATES

a.Preparation of the financial statements in conformity with U.S. GAAP, requires management to make estimates and assumptions that affect reported amounts and disclosures. These estimates are based on information available as of the date of the financial statements. On an ongoing basis, management evaluates these estimates and assumptions using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate. Actual results could vary from those estimates.

4.CONCENTRATION OF CREDIT RISK

a.The Company maintains its cash in bank deposit accounts which, at times, exceed federally insured limits. As of December 31, 2021, and 2020, the Company had approximately $5,200,000 and $0 of cash that exceeded federal insurance limits. To date, the Company has not experienced a material loss or lack of access to its invested cash; however, no assurance can be provided that access to the Company’s invested cash will not be affected by adverse conditions in the financial markets.

5.FINANCIAL RISK MANAGEMENT

a.Liquidity: The Company has incurred significant net losses since inception that have accumulated to approximately $9,488,593 as of December 31, 2021, and the Company used net cash in operating activities totaling approximately $2,855,762 during the year ended December 31, 2021. The net losses and use of cash in operating activities resulted primarily from administrative, research and development, and marketing efforts. The Company has relied in the past upon cash flows from debt and equity issuances to fund operations. Management believes that current resources will be adequate to fund operations beyond one year from the date the financial statements were to be issued.

6.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a.Property and equipment: Property and equipment are stated at cost, less accumulated depreciation. Management reviews the major assets periodically to determine if impairment or changes in circumstance affect the overall value of the assets. With the most recent asset purchases, no impairment was considered due to the recent nature of the purchases. The Company’s property and equipment had a cost of $43,253 and accumulated depreciation totaling $2,248 as of December 31, 2021. The Company uses the straight-line depreciation method for all fixed assets as follows:

i.Computer - 3-5 years

ii.Furniture and fixtures - 5-7 years

F-6

b.Intangible Assets: The Company’s intangible assets consist of virtual real estate in the metaverse acquired during 2021 and is considered to have an indefinite life. The Company’s virtual assets are presented at cost, less impairment.

c.Income taxes: The Company accounts for income taxes under the asset and liability method. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

The Company recognizes the financial statement amount of an uncertain tax position only after considering the probability that a tax authority would sustain the position in an examination. For tax positions meeting a “more-likely-than-not” threshold, the amount recognized in the financial statements is the amount expected to be realized upon settlement with the tax authority. For tax positions not meeting the threshold, no financial statement benefit is recognized.

As of December 31, 2021 and 2020, management believes that the Company had no material uncertain tax positions. The Company currently has no federal or state examinations in progress.

Estimated interest and penalties related to the underpayment or late payment of income taxes are classified as a component of income tax provision in the accompanying statements of operations.

d.Research and development: Research and development expenses primarily include the formulation of product and medical advisory board costs. The Company expenses research and development costs as incurred.

e.Recent accounting pronouncements: In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The amendments in this update require the recognition of lease assets and lease liabilities by lessees for those leases classified as operating or finance leases. ASU 2016-02 requires that a lessee recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term (other than leases that meet the definition of a short-term lease).

The liability will be equal to the present value of lease payments. The asset will be based on the liability, subject to adjustment, such as for initial direct costs. For income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating or finance. Operating leases will result in straight-line expense (similar to current operating leases) while finance leases will result in a front-loaded expense pattern (similar to current capital leases). Classification will be based on criteria that are largely similar to those applied in current lease accounting. This amendment is required for the Company’s December 31, 2022 financial statements, and early adoption is permitted. ASU 2016-02 must be adopted using a modified retrospective transition and provides for certain practical expedients. The Company is evaluating the impact the adoption this update will have on the company’s financial statements.

f.Management has evaluated events and transactions for potential recognition or disclosure through the date the financial statements were available to be issued.

g.Lease: The Company entered a lease on September 1, 2021, with a required payment of about $33,000 which includes the first and last month’s rent as well as the security deposit. The lease is for the period of 6 months. There is no further liability after the 6-month contract has expired.

7.INTANGIBLE ASSETS

a.The Company's intangible assets consist of 132 digital parcels estate in The Sandbox, acquired on December 21, 2021 with a total cost basis of $1,657,586 and a cost basis per parcel of $12,557. Each of the 132 digital parcels is the virtual equivalent of 96 by 96 meters. The Company plans to develop the virtual real estate for future therapeutic applications.

F-7

8.TAXES

a.The Company’s income tax provision differs from the amount computed at the statutory rates for the years ended December 31, 2021, or 2020 due to the change in the valuation allowance.

b.Deferred income taxes reflect the impact of temporary differences between assets and liabilities for financial reporting purposes and the amounts recognized for income tax reporting purposes, net operating loss carryforwards and other tax credits. The differences are measured by applying currently enacted tax laws. The significant components of the Company’s deferred tax assets and liabilities were as follows:

	December 31,
	2021	2020
Deferred Tax assets:
Stock-based compensation	`$618,617`	`$-`
Fixed asset depreciation and amortization	`(10,403)`	`-`
Net operating losses	`913,818`	`159,815`
Gross deferred tax assets	`1,522,032`	`159,815`
Valuation allowance	`(1,522,032)`	`(159,815)`
Net deferred tax assets	`$-`	`$-`

c.As of December 31, 2021, the Company maintained a full valuation allowance on its domestic net deferred tax assets. The domestic deferred tax assets predominantly relate to stock compensation and net operating losses. The domestic valuation allowance was estimated based on an assessment of both positive and negative evidence to determine whether it is more likely than not that deferred tax assets are recoverable. Such assessment is required on a jurisdiction-by-jurisdiction basis. The Company’s history of cumulative losses, along with expected future U.S. losses, required that a full valuation allowance be recorded against all domestic net deferred tax assets. The Company intends to maintain a full valuation allowance on net deferred tax assets until sufficient positive evidence exists to support a reversal of the valuation allowance. The valuation allowance increased by $1,362,217 for the year ended December 31, 2021. As of December 31, 2021, the Company had federal NOL carryforwards of $3,733,528. The utilization of the net operating loss carryforward is dependent upon the tax laws in effect at the time the net operating loss carryforwards can be utilized and may be significantly limited based on ownership changes as set forth in Section 382 of the Internal Revenue Code.

9.SAFE SECURITIES

The Company issued SAFE securities in 2021 and 2020 in exchange for cash. These funds were classified as liabilities and adjusted to fair value as of each reporting period.

Under the SAFEs, the funds contributed by the investors will convert to shares of common stock upon closing of a qualifying common stock offering. The criteria for conversion of the SAFEs occurred in 2021. The SAFE securities outstanding as of December 31, 2021 were converted to common stock in April 2022.

During the year ended December 31, 2021, a fair value adjustment was made to the SAFE liability resulting in a loss on derivative liability totaling $3,152,938

10.CAPITAL STOCK

a.The Company was originally authorized to issue 10,000 shares with a par value of $0.001, and 2,000 shares were issued to the sole stockholder at no cost. In May 2020, the Company's Certificate of Incorporation was amended, increasing the total number of authorized shares to be issued of 10,000,000, having a par value of $0.001 per share. Connected to this, the Company effected a thousand-for-one stock split, and the outstanding shares increased from 2,000 to 2,000,000.

b.On March 24, 2021, the Company's Certificate of Incorporation was amended, increasing the total number of authorized shares to be issued of 100,000,000, having a par value of $0.0001 per share. Connected to this, the Company effected a thirty-for-one stock split, and the outstanding shares increased from 2,000,000 to 60,000,000. The effect of the stock split has been reflected retroactively in these financial statements.

F-8

11.STOCK OPTIONS

a.The Company’s stock option plan, originally approved on May 16, 2020 , and amended on July 20, 2021 (“the Plan”), provides for the grant of stock awards, incentive stock options, nonqualified options, stock appreciation rights, shares of restricted stock, restricted stock unit awards, and other stock awards. Under the terms of the Plan, there were 11,500,000 common shares authorized for grant to employees, officers, directors, and consultants as of December 31, 2021. The Board of Directors determines the terms of each grant. Generally, the options have a vesting period of 3 years with 33% vesting after the first year of service and remainder vesting monthly thereafter. The options generally have a 10-year contractual life. Certain stock options have provisions to accelerate vesting upon the occurrence of certain events. As of December 31, 2021 and 2020, there were 10,214,800 and 6,466,500 stock options outstanding, respectively. We used the Black-Scholes option pricing model as the method for determining the estimated fair value for all stock options granted to directors and consultants. The risk-free interest rate is based on rates published by the government for bonds with a maturity, representative of the expected remaining life of the options at the valuation date. Volatility was determined by analyzing the volatility of comparable companies over a period comparable to the expected life of the options. Stock-based compensation expense for the years ended December 31, 2021 and 2020 totaled $2,527,443 and $0, respectively and was booked to general and administrative expense on the statement of operations. As of December 31, 2021 and 2020, the Company had $14,346,502 and $0 of unrecognized stock-based compensation costs related to nonvested awards that will be recognized over a weighted-average period of 6 years.

The following sets forth the outstanding stock options and related activity under the Plan:

Options	Options Granted	Weighted Avg Exercise Price	Weighted Avg Contractual Life (Years)	Aggregate Intrinsic Value
Outstanding at December 31, 2019	-	-	-	-
Options issued in 2020	5,733,180	0.01	8.5	`-`
Outstanding at December 31, 2020	5,733,180	0.01	8.5	`$57,332`
Options issued in 2021	3,748,300	4.94	9.5	`-`
Outstanding at December 31, 2021	9,466,480	1.95	8.9	`$18,459,636`
Exercisable at December 31, 2021	2,303,640	1.95	8.9	`$4,492,098`

The following summarizes the information about stock options outstanding as of December 31, 2021:

Options Outstanding				Options Exercisable
Exercise Price	Number Outstanding	Weighted Avg Remaining Contractual Life (Years)	Weighted Avg Exercise Price	Number Exercisable	Weighted Avg Exercise Price
1.95	9,466,480	8.9	1.95	2,303,640	1.95

The fair value of each stock-based award granted was estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions for the year ended December 31, 2021: risk free interest rate 0.98%, expected stock price volatility 132%, expected dividend yield 0%, expected life of options 6.5 years. It was determined during the 2020 audit that the option expense was immaterial and therefor no expense was recorded.

F-9

12. COMMON STOCK

a.On March 22, 2021, the Company qualified to commence an offering of up to 10,121,457 shares of its Common Stock at a price of $4.94 per share under Regulation A of the Securities Act of 1933, as amended (the “Regulation A Offering”). During 2021, the Company entered into subscription agreements for the sale of 3,041,131 shares of common stock in the Regulation A Offering. As of December 31, 2021, the Company had issued 1,272,478 of such shares for gross proceeds of $6,286,041. The remaining $8,737,145 has been accrued as advances for sale of common stock on the December 31, 2021, balance sheet. Of that advance, $5,854,882 has been received by the Company and $2,882,263 had been paid by the investors to our escrow agent but was receivable from our escrow agent as of December 31, 2021 and is reflected as another receivable on the balance sheet. The other receivable was collected from the escrow agent and the shares of common stock are to be issued in March 2022.

13.RECLASSIFICATION

a.Certain amounts in the 2020 financial statements have been reclassified to conform with current year presentation.

14.RELATED PARTY DISCLOSURES

a.Ei.Ventures, Inc. paid a 8.33% broker fee to Orthogonal Thinker, Inc. in connection with the acquisition of the 144 digital parcels in the Sandbox. The broker fee was paid by a transfer of 12 digital parcels of the Sandbox to Orthogonal Thinker, Inc. EI Ventures, Inc. is a subsidiary of Orthogonal Thinker, Inc.

15.SUBSEQUENT EVENTS

a.From January 1, 2022 through May 24, 2022, the Company has received about $21.6 Million but has yet to issue the approximately 4,368,898 shares for funds accepted in its Regulation A Offering.

b.Subsequent to year-end, both the other advances and the SAFEs that existed as of December 31, 2021, were converted into 955,471 common shares.

F-10

Ei.Ventures, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

			As of June 30, 2022	As of December 31, 2021
Assets
Current assets:
	Cash		`$6,568,636`	`$5,642,766`
	Investments		`1,845,311`	`-`
	Other receivable		`337,664`	`2,904,485`
	Prepaid expenses and other current assets		`79,888`	`191,495`
		Total current assets	`8,831,499`	`8,738,746`
Property and equipment, net			`77,335`	`41,005`
Intangible assets			`278,134`	`1,657,586`
		Total assets	`$9,186,968`	`$10,437,337`
Liabilities and Stockholders' Equity (Deficit)
Current liabilities:
	Accounts payable		`$1,706,310`	`$840,050`
	Accrued expenses		`-`	`21,173`
	Simple Agreements for Future Equity (SAFEs)		`-`	`4,720,027`
	Advances for sale of common stock		`-`	`8,737,145`
		Total current liabilities	`1,706,310`	`14,318,395`
	Commitments and contingencies
	Stockholders' equity (deficit):
	Common stock, $.0001 par value: 100,000,000 shares
		authorized, 66,696,797/61,272,478 shares outstanding	`6,669`	`6,127`
	Additional paid in capital		`27,310,033`	`5,601,408`
	Accumulated deficit		`(19,836,044)`	`(9,488,593)`
		Total stockholders' equity (deficit)	`7,480,658`	`(3,881,058)`
		Total liabilities and stockholders' equity (deficit)	`$9,186,968`	`$10,437,337`

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

F-11

Ei.Ventures, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
			For the Three Months Ended June 30,		For the Six Months Ended June 30,
			2022	2021	2022	2021
	Revenue		`$-`	`$-`	`$-`	`$-`
	Operating expenses:
		General and administrative	`5,161,928`	`211,608`	`7,169,972`	`382,187`
		Sales and marketing	`233,252`	`166,530`	`1,560,406`	`289,778`
		Research and development	`157,673`	`39,167`	`228,770`	`92,879`
		Impairment of digital asset	`698,569`	`-`	`1,379,452`	`-`
		Depreciation and amortization	`4,416`	`268`	`8,831`	`453`
		Total operating expenses	`6,255,838`	`417,573`	`10,347,431`	`765,297`
	Operating loss		`(6,255,838)`	`(417,573)`	`(10,347,431)`	`(765,297)`
	Other income (expense):
		Interest	`(20)`	`-`	`(20)`	`(9)`
		Net loss	`(6,255,858)`	`(417,573)`	`(10,347,451)`	`(765,306)`
Basic/diluted loss per share			`(0.10)`	`(0.01)`	`(0.17)`	`(0.01)`
Number of weighted average shares outstanding			`62,227,949`	`60,000,000`	`62,227,949`	`60,000,000`

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

F-12

Ei.Ventures, Inc.
Condensed Consolidated Statements of Stockholders' Equity (Deficit)
(Unaudited)
			Additional Paid-in Capital	Accumulated Deficit	Total Stockholders' Equity (Deficit)
	Common Stock
	Shares	Amount
Balance, January 1, 2021	60,000,000	$ 6,000	$ (6,000)	$ (666,974)	$ (666,974)
APIC - Funding Costs	-	-	(610,272)	-	(610,272)
Net loss	-	-		(347,733)	(347,733)
Balance at March 31, 2021	60,000,000	6,000	(616,272)	(1,014,707)	(1,624,979)
APIC - Funding Costs	-	-	(187,168)	-	(187,168)
Net loss	-	-	-	(417,573)	(417,573)
Balance at June 30, 2021	60,000,000	$ 6,000	$ (803,440)	$ (1,432,280)	$ (2,229,720)

Balance, January 1, 2022	61,272,478	$ 6,127	$ 5,601,408	$ (9,488,593)	$ (3,881,058)
Net loss	-	-	-	(4,091,593)	(4,091,593)
APIC - Funding Costs	-	-	(607,470)	-	(607,470)
Proceed from Sale of Common Stock	955,471	101	494,602	-	494,703
Stock-based compensation	-	-	1,400,515	-	1,400,515
Balance at March 31, 2022	62,227,949	6,228	6,889,055	(13,580,186)	(6,684,903)
Net loss	-	-	-	(6,255,858)	(6,255,858)
APIC - Funding Costs	-	-	(127,251)	-	(127,251)
Proceeds from Sale of Common Stock	4,468,848	441	19,602,180	-	19,602,621
Stock-based compensation	-	-	946,049	-	946,049
Balance at June 30, 2022	66,696,797	$ 6,669	$ 27,310,033	$ (19,836,044)	$ 7,480,658

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

F-13

		Ei.Ventures, Inc.
		Condensed Consolidated Statements of Cash Flows
		(Unaudited)
For the Six Months Ended June 30,
			2022	2021
	Cash flow from operating activities:
	Net loss		$ (10,347,451)	$ (765,306)
	Adjustments to reconcile net loss to net cash used in operating activities:
		Stock based compensation	2,346,564	-
		Impairment of intangible asset	1,379,452	-
	Changes in operating assets and liabilities:
		Prepaid expenses and other current assets	(67,313)	(193,723)

		Accrued expenses	(6,433)	-
		Accounts payable	796,050	937,474
	Net cash used in operating activities		(5,899,131)	(21,555)
	Cash flow from investing activities:
		Purchases of property and equipment	(36,332)	(2,764)
		Investments	(1,845,311)	-
	Net cash used in investing activities		(1,881,643)	(2,764)
	Cash flows from financing activities
		Convertible notes	2,723,979	-
		Net proceeds from issuance of common stock	5,982,665	214,035
	Net cash provided by financing activities		8,706,644	214,035
		Net change in cash	925,870	189,716
		Cash at the beginning of the period	5,642,766	62,169
		Cash at the end of the period	$ 6,568,636	$ 251,885

F-14

Ei.Ventures, Inc.

Non-Cash Disclosures

(Unaudited)

For the Six Months Ended June 30, 2022

	2022
Funds Receivable	(2,882,263)
Suspense	158,284
Additional paid in-capital	(734,721)
Unissued funds	8,946,663
Additional paid up capital	494,702
Net proceeds from issuance of common stock	5,982,665

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

F-15

Notes to the Financial Statements

For the Six Months Ended June 30, 2022 and 2021

1.NATURE OF THE BUSINESS

1.1Ei.Ventures, Inc., a Delaware corporation together with its wholly owned subsidiary Pluto 11.11, Inc. (collectively, the “Company”), is a start-up company that was incorporated on May 3, 2019, with the ambition to engage in the discovery, development and commercialization of regulatory approved, plant-derived, psychoactive, and non-psychoactive therapeutic compounds that address global mental healthcare needs and to invest in companies and funds that are doing that. In April, 2022, Ei. formed a subsidiary, Pluto11.11, Inc., a Delaware corporation, (“Pluto11.11”), to focus on emerging technologies such as the Metaverse, blockchain technologies and Web3. Pluto 11.11’s mission is to engage and further development of these technologies, specifically investing in physical assets in the Metaverse.

2.BASIS OF PREPARATION

2.1The accompanying condensed consolidated financial statements (the “Financial Statements”) include the accounts of Ei.Ventures, Inc. (Ei) and its wholly owned subsidiary. All significant intercompany accounts have been eliminated. These accompanying interim financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and have not been audited or reviewed. Certain information and footnote disclosures that are usually included in financial statements prepared in accordance with generally accepted accounting principles in the United States (“US GAAP”) have been either condensed or omitted in accordance with SEC rules and regulations. The accompanying condensed consolidated financial statements contain all adjustments, consisting of normal recurring accruals, necessary for a fair presentation of our financial position as of June 30, 2022 and December 31, 2021 and the results of operations for the three and six months ended June 30, 2022 and 2021 and cash flows for the six months ended June 30, 2022 and 2021. The results of operations for the three and six months ended June 30, 2022 and 2021 are not necessarily indicative of the results for a full-year period. These interim unaudited unreviewed condensed consolidated financial statements should be read in conjunction with the December 31, 2021 and 2020 audited financial statements.

3.USE OF ESTIMATES

3.1Preparation of the financial statements in conformity with US GAAP, requires management to make estimates and assumptions that affect reported amounts and disclosures. These estimates are based on information available as of the date of the financial statements. On an ongoing basis, management evaluates these estimates and assumptions using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate. Actual results could vary from those estimates.

4.CONCENTRATION OF CREDIT RISK

4.1The Company maintains its cash in bank deposit accounts which, at times, exceed federally insured limits. To date, the Company has not experienced a material loss or lack of access to its invested cash; however, no assurance can be provided that access to the Company’s invested cash will not be affected by adverse conditions in the financial markets.

5.FINANCIAL RISK MANAGEMENT

5.1Liquidity: The Company has incurred significant net losses since inception that have accumulated to approximately $19,836,000 as of June 30, 2022 and used net cash in operating activities totaling approximately $5,899,000 during the six months ended June 30, 2022. The net losses and use of cash in operating activities resulted primarily from administrative, research and development, and marketing efforts. The Company has relied in the past upon cash flows from debt and equity issuances to fund operations. Management believes that current resources will be adequate to fund operations beyond one year from the date the financial statements were available to be issued.

6.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6.1PROPERTY AND EQUIPMENT: Property and equipment are stated at cost, less accumulated depreciation. Management reviews the major assets periodically to determine if impairment or changes in circumstance affect the overall value of the assets. With the most recent asset purchases, no impairment was considered due to the recent nature of the purchases. The Company’s property and equipment had a cost of $86,167 and accumulated depreciation totaling $8,832 as of June 30, 2022. The Company uses the straight-line depreciation method for all fixed assets as follows:

i.Computer - 3-5 years

ii.Furniture and fixtures - 5-7 years

6.2INTANGIBLE ASSETS: The Company’s intangible assets consist of virtual real estate in the metaverse acquired during 2021 and is considered to have an indefinite life. The Company’s virtual assets are presented at cost, less impairment. The impairment charge during the half year ended June 30, 2022 was $1,379,452.

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6.3INCOME TAXES: The Company accounts for income taxes under the asset and liability method. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

6.4The Company recognizes the financial statement amount of an uncertain tax position only after considering the probability that a tax authority would sustain the position in an examination. For tax positions meeting a “more-likely-than-not” threshold, the amount recognized in the financial statements is the amount expected to be realized upon settlement with the tax authority. For tax positions not meeting the threshold, no financial statement benefit is recognized.

6.5As of June 30, 2022 and 2021, management believes that the Company had no material uncertain tax positions. The Company currently has no federal or state examinations in progress.

6.6Estimated interest and penalties related to the underpayment or late payment of income taxes are classified as a component of income tax provision in the accompanying statements of operations.

6.7RESEARCH AND DEVELOPMENT: Research and development expenses primarily include the formulation of product and medical advisory board costs. The Company expenses research and development costs as incurred.

6.8Management has evaluated events and transactions for potential recognition or disclosure through the date the financial statements were available to be issued.

7.LOSS PER SHARE

7.1Loss per common share is computed based on the weighted-average number of common shares outstanding and, when appropriate, dilutive potential common stock outstanding during the period. Stock options are considered to be potential common stock. The computation of diluted earnings (loss) per share does not assume exercise or conversion of securities that would have an anti-dilutive effect.

7.2Basic earnings (loss) per common share is the amount of net earnings (loss) for the period available to each weighted-average share of common stock outstanding during the reporting period. Diluted earnings (loss) per common share is the amount of earnings (loss) for the period available to each weighted-average share of common stock outstanding during the reporting period and to each share of potential common stock outstanding during the period, unless inclusion of potential common stock would have an anti-dilutive effect.

7.3During the three and six months ended June 30, 2022 and 2021, there were no dilutive common stock equivalents used in the calculation of diluted earnings (loss) per share since the impact would be anti-dilutive.

8.INVESTMENTS

8.1During the half year ended June 30, 2022, Ei.’s wholly owned subsidiary, Pluto 11.11, Inc. made minority equity investments totaling $1,845,311.

9.INTANGIBLE ASSETS

9.1The Company's intangible assets consist of 132 digital parcels estate in The Sandbox, acquired on December 21, 2021 with a total cost basis of $1,657,586 and a cost basis per parcel of $12,557. Each of the 132 digital parcels is the virtual equivalent of 96 by 96 meters. The Company plans to develop the virtual real estate for future therapeutic applications. The impairment charge on these digital parcels during the six months was $1,379,452.

10.SAFE SECURITIES

10.1The Company issued SAFE securities in 2021 and 2020 in exchange for cash. These funds were classified as liabilities and adjusted to fair value as of each reporting period.

10.2As of June 30, 2022, the SAFE funds contributed by the investors were converted to shares of common stock consistent with the terms of the agreement.

11.CAPITAL STOCK

11.1The Company was originally authorized to issue 10,000 shares with a par value of $0.001, and 2,000 shares were issued to the sole stockholder at no cost. In May 2020, the Company's Certificate of Incorporation was amended, increasing the total number of authorized shares to be issued of 10,000,000, having a par value of $0.001 per share. Connected to this, the Company offered a one-

F-17

for-thirty stock split, and the outstanding shares increased from 2,000 to 2,000,000. The effect of the stock split has been reflected retroactively in these financial statements.

11.2On March 24, 2021, the Company's Certificate of Incorporation was amended, increasing the total number of authorized shares to be issued of 100,000,000, having a par value of $0.0001 per share. Connected to this, the Company offered a thirty-for-one stock split, and the outstanding shares increased from 2,000,000 to 60,000,000. The effect of the stock split has been reflected retroactively in these financial statements. The shares outstanding were subsequently increased to 66,696,797 due to issuance of shares during the period.

12.STOCK OPTIONS

12.1The Company’s stock option plan, originally approved on May 16, 2020 (“the Plan”), provides for the grant of stock awards, incentive stock options, nonqualified options, stock appreciation rights, shares of restricted stock, restricted stock unit awards, and other stock awards. Under the terms of the Plan, there were 11,500,000 common shares authorized for grant to employees, officers, directors and consultants as of June 30, 2022. The Board of Directors determines the terms of each grant. Generally, the options have a vesting period of 3 years with 33% vesting after the first year of service and remainder vesting monthly thereafter. The options generally have a 10-year contractual life. Certain stock options have provisions to accelerate vesting upon the occurrence of certain events. As of June 30, 2022 and 2021, there were 6,538,006 and 6,466,500 stock options outstanding, respectively. We used the Black-Scholes option pricing model as the method for determining the estimated fair value for all stock options granted to directors and consultants. The risk-free interest rate is based on rates published by the government for bonds with a maturity, representative of the expected remaining life of the options at the valuation date. Volatility was determined by analyzing the volatility of comparable companies over a period comparable to the expected life of the options. Stock-based compensation expense for the six months ended June 30, 2022, and 2021 totaled $2,346,564 and $0, respectively and was booked to general and administrative expense on the statement of operations. As of June 30, 2022, and 2021, the Company had $11,904,252 and $0 of unrecognized stock-based compensation costs related to nonvested awards that will be recognized over a weighted-average period of 2.05 years.

12.2The fair value of each stock-based award granted was estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions for the Six Months ended June 30, 2022: risk free interest rate 0.98%, expected stock price volatility 132%, expected dividend yield 0%, expected life of options 6.5 years. The grant date fair value of stock options granted through June 30, 2021 was immaterial and therefore no expense was recorded.

13.COMMON STOCK

13.1On March 22, 2021, the Company qualified to commence an offering of up to 10,121,457 shares of its Common Stock at a price of $4.94 per share under Regulation A of the Securities Act of 1933, as amended (the “Regulation A Offering”). During the six months ended June 30, 2022 and 2021, 5,424,319 and nil (0) shares, respectively were issued through the Regulation A Offering.

14.RECLASSIFICATION

14.1Certain amounts in the 2021 financial statements have been reclassified to conform with current period presentation.

15.RELATED PARTY DISCLOSURES

15.1 The Company through its wholly owned subsidiary Pluto 11.11 Inc. loaned $188,498 to a company owned by one of the Company’s officers, who is also a director. The loan will be repaid no later than immediately before the Effective Time of this Registration Statement.

16.FAIR VALUE OF FINANCIAL INSTRUMENTS

16.1The 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 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

F-18

16.2There were no changes in the fair value hierarchy leveling during the six months ended June 30, 2022.

	Level 1	Level 2	Level 3	Total
June 30, 2022
Investment in Bitzero Blockchain I	-	222,000	-	222,000
Investment in Odyssey Wellness	-	222,000	-	222,000
Investment in R Capital Funds
R Capital Gaming IIA	-	22,200	-	22,200
R Capital Crypto III	-	111,000	-	111,000
R Capital Crypto IVA	-	21,111	-	21,111
R Capital Fin Tech 1	-	111,000	-	111,000
R Capital Orbiter IA	-	25,000	-	25,000
Investment in Unstoppable Domains	-	1,111,000	-	1,111,000
Total	-	1,845,311	-	1,845,311

December 31, 2021
Investments	-	-	-	-

17.LIQUIDITY

17.1 The Company is not generating revenue and has incurred net losses since its inception that totaled approximately $19,836,000 as of June 30, 2022 and the Company expects to incur additional losses for the foreseeable future. During the six months ended June 30, 2022, the Company used net cash in operating activities of approximately $5,899,000. As of June 30, 2022, the Company had approximately $6,569,000 of cash. At the current cash burn rate, the Company only has enough cash to fund its operations through the end of 2022. Management plans to raise additional capital through the sale of equity. If management is unable to raise adequate capital through the sale of equity, the Company will be required to significantly curtail its operations and it could impact the Company's ability to continue as a going concern.

18.SUBSEQUENT EVENTS

None.

F-19

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

Mycotopia Therapies Inc.

Aventura, FL

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Mycotopia Therapies, Inc. (the Company) as of December 31, 2021 and 2020, and the related statements of operations, changes in stockholders’ equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as December 31, 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 yet 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 consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

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

F-20

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 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

F-21

MYCOTOPIA THERAPIES, INC.

CONSOLIDATED BALANCE SHEETS

	For the Years Ended,
	2021			2020

ASSETS
Current assets
Cash and cash equivalents	$	1,267,519		$	110,747
Total current assets		1,267,519			110,747

Long-term assets
Equipment, net		2,497			-
TOTAL ASSETS		1,270,016			110,747

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities
Account payable	$	171,031		$	220
Accrued interest – shareholder loan		10,339			1,776
Shareholder loan		125,000			-
Total current liabilities		306,370			1,996

Long-term liabilities:
Convertible note payable, net of debt discount		123,625			-
Shareholder loan payable, non-current		500,000			125,000
TOTAL LIABILITIES		929,995			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; 13,967,332 and 12,925,420, shares issued and outstanding, respectively		13,966			12,925
Additional paid-in capital		3,175,959			-
Accumulated deficit		(2,849,904	)		(29,174	)

TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)		340,021			(16,249	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	1,270,016		$	110,747

See accompanying notes to the consolidated financial statements.

F-22

MYCOTOPIA THERAPIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

	For the Years Ended December 31,
	2021			2020

Operating Expense
General and administrative	$	2,669,109		$	14,223
Total Operating Expense		2,669,109			14,223

Loss from Operations		(2,669,109	)		(14,223	)

Other income (expense)

Interest expense		(143,057	)		-
Interest expense – related party		(8,564	)		(1,806	)
Total other income (expense)		(151,621	)		(1,806	)

Net loss before provision for income taxes		(2,820,730	)		(16,029	)
Provision for income taxes		-			-

Net loss	$	(2,820,730	)	$	(16,029	)

Basic and diluted loss per share	$	(0.21	)	$	(0.00	)

Average number of common shares outstanding – basic and diluted		13,412,634			12,425,420

See accompanying notes to the consolidated financial statements.

F-23

MYCOTOPIA THERAPIES, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

	Common Stock				Additional Paid-in		Accumulated			Total Stockholders’
	Shares		Amount		Capital		Deficit			Equity (Deficit)
Balance as of December 31, 2019		12,425,420	$	12,425	$	-	$	(13,145	)	$	(720	)
Stock issued for services – related party		500,000		500		-		-			500
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 issued for services		1,016,912		1,016		2,280,984		-			2,282,000
Debt discount on convertible debt and warrants		25,000		25		894,975		-			895,000
Net loss for the year ended December 31, 2021		-		-		-		(2,820,730	)		(2,820,730	)
Balance as of December 31, 2021		13,967,332	$	13,966	$	3,175,959	$	(2,849,904	)	$	340,021

See accompanying notes to the consolidated financial statements.

F-24

MYCOTOPIA THERAPIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Year Ended December 31,
	2021			2020
CASH FLOWS FROM OPERATING ACTIVITES:
Net loss	$	(2,820,730	)	$	(16,029	)

Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		249			-
Amortization of debt discount		123,625			-
Stock issued for services		2,282,000			500
Changes in operating assets and liabilities:
Increase in accounts payable		170,811			1,276
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 used in investing activities		(2,746	)		-

CASH FLOWS FROM FINANCING ACTIVITES:
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 and cash equivalents		1,156,772			110,747
Cash and cash equivalents, beginning of period		110,747			-
Cash and cash equivalents, end of period	$	1,267,519		$	110,747

Non-cash Investing and Financing Activities:
Debt discount on convertible note	$	895,000		$	-

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

See accompanying notes to the consolidated financial statements.

F-25

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

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 $2,820,730, 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 $220,120 resulting in working capital of $961,149.

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-26

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) 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.

F-27

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 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

Basic loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period before giving effect to stock options, stock warrants, restricted stock units and convertible securities outstanding, which are considered to be dilutive common stock equivalents. Diluted net loss per common share is calculated based on the weighted average number of common and potentially dilutive shares outstanding during the period after giving effect to dilutive common stock equivalents. Contingently issuable shares are included in the computation of basic loss per share when issuance of the shares is no longer contingent. The common stock equivalents not included in the computation of earnings per share because the effect was antidilutive, was related to convertible debt and warrants and totaled 2,005,000 and 0 for the years ended December 31, 2021 and 2020, respectively.

F-28

Recent Accounting Pronouncements

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

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

NOTE 4 – RELATED PARTY TRANSACTION

During the year ended December 31, 2020, the Company entered into two term promissory notes with Ehave, Inc. (a majority shareholder) in the amount of $125,000. During the year ended December 31, 2021, the Company entered a term promissory note with Ehave, Inc. in the amount of $500,000. The notes mature two years after the issuance date and bear an interest rate of 1.75% per year. 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 $1,766, respectively, in relation to these 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 1,007,500 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 relations 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-29

NOTE 6 – STOCKHOLDERS’ EQUITY

We are authorized to issue 100,000,000 shares of common stock, $0.001 par value, and 5,000,000 shares of preferred stock, $0.001 par value. Each share of common stock entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.

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 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.

Warrants Issued

During the year ended December 31, 2021, the Company issued 1,007,500 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	1,007,500	1.50	3.00
Exercised	-	-	-
Forfeited	-	-	-
Warrants outstanding and exercisable at December 31, 2021	1,007,500	$1.50	2.87

The intrinsic value of warrants outstanding as of December 31, 2021 was approximately $50,500.

NOTE 7 – COMMITMENTS AND CONTINGENCIES

On November 17, 2021, the Company entered into an Executive Consulting Agreement (the “Agreement”) with Benjamin Kaplan (“Kaplan”) whereby Kaplan was appointed as CEO of the Company. We hired Kaplan for an initial term of thirty-six (36) months subject to certain termination provisions, whereby the Agreement will automatically renew for an additional twelve (12) month period. We shall pay Kaplan in the following manner: (i) A consulting fee of $24,000 per month for services performed for a total compensation of $288,000 payable for each twelve (12) month period, (ii) Bonus compensation milestones by offering Kaplan a Warrant to purchase that number of shares of common stock of the Company equal to 5% of the issued and outstanding common shares, on a fully diluted basis, (iii) A significant transaction stock grant whereby Kaplan shall be granted that number of shares of common stock or a new series of preferred shares of the Company, that is convertible into common stock of the Company equal to 5% of the value of all of the consideration, including any stock, cash, or debt, of such completed transaction. As of December 31, 2021 and 2020, the Company accrued $50,000 and $0, respectively, related to the Agreement.

F-30

NOTE 8 – INCOME TAXES

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

	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	$	(592,353)	$	(2,993)
Tax expense at state statutory rate		(19,404)		(619)
Stock Based Compensation		497,333		-
Amortization of Debt Discount		25,961		-
Change in valuation allowance		113,187		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	$	96,776	$	2,993
State net operating loss carryforward		20,023		619
Deferred tax assets	$	116,799	$	3,612
Valuation allowance		(116,799)		(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-31

MYCOTOPIA THERAPIES, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)


	June 30,	December 31,
	2022	2021
CURRENT ASSETS:
Cash	`$783,377`	`$1,267,519`
TOTAL CURRENT ASSETS	`783,377`	`1,267,519`

NON-CURRENT ASSETS
Property and equipment, net	`1,999`	`2,497`
TOTAL ASSETS	`$785,376`	`$1,270,016`

LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES:
Accounts payable and accrued expenses	`$84,868`	`$171,031`
Accrued interest - shareholder loan payable	`10,763`	`10,339`
Shareholder loan payable	`-`	`125,000`
TOTAL CURRENT LIABILITES	`95,631`	`306,370`

Convertible note payable, net of debt discount	`416,900`	`123,625`
Shareholder loan payable, non-current	`-`	`500,000`
TOTAL LIABILITIES	`512,531`	`929,995`

MEZZANINE EQUITY
Preferred stock, $0.001 par value; 5,000,000 shares authorized, and 5,000 and 0, as of June 30, 2022 and December 31, 2021; liquidation preference of $50,000 and $0, respectively	`50,000`	`-`

STOCKHOLDERS' EQUITY:
Common stock, $0.001 par value, 100,000,000 shares authorized; 14,440,660 and 13,967,332, shares issued and outstanding, respectively.	`14,441`	`13,966`
Additional paid-in capital	`4,483,567`	`3,175,959`
Accumulated deficit	`(4,275,163)`	`(2,849,904)`
		`-`
TOTAL STOCKHOLDERS' EQUITY	`272,845`	`340,021`

TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS' EQUITY	`$785,376`	`$1,270,016`

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

F-32

MYCOTOPIA THERAPIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	For the Three Months		For the Six Months
	Ended June 30,		Ended June 30,
	2022	2021	2022	2021
Operating Expense
General and administrative	`$86,596`	`$104,896`	`$992,327`	`$112,598`
Total Operating Expense	`86,596`	`104,896`	`992,327`	`112,598`

Loss from Operations	`(86,596)`	`(104,896)`	`(992,327)`	`(112,598)`

Other income (expense)
Interest expense	`(247,602)`	`-`	`(427,508)`	`-`
Interest expense - related party	`(2,727)`	`(2,513)`	`(5,424)`	`(3,051)`
	`(250,329)`	`(2,513)`	`(432,932)`	`(3,051)`

Net loss before provision for income taxes	`(336,925)`	`(107,409)`	`(1,425,259)`	`(115,649)`
Provision for income taxes	`-`	`-`	`-`	`-`

Net loss	`$(336,925)`	`$(107,409)`	`$(1,425,259)`	`$(115,649)`

Loss per share – basic and diluted	`$(0.02)`	`$(0.01)`	`$(0.10)`	`$(0.01)`

Average number of common shares outstanding - basic and diluted	`14,351,954`	`12,925,420`	`14,268,731`	`12,925,420`

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

F-33

	Six Months Ended, June 30
	2022	2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	`$(1,425,259)`	`$(115,649)`
Adjustments to Reconcile Net Loss to Net Cash Used In Operating Activities:
Depreciation expense	`498`	`-`
Amortization of debt discount	`375,774`	`-`
Stock based compensation	`874,438`	`-`
Changes in Operating Assets and Liabilities:
Increase (decrease) in accounts payable and accrued expenses	`(85,017)`	`15,786`
Accrued interest - shareholder loan payable	`424`	`3,050`
NET CASH USED IN OPERATING ACTIVITES	`(259,142)`	`(96,813)`

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from shareholder loan payable	`-`	`500,000`
Repayment of shareholder loan payable	`(625,000)`	`-`
Proceeds from the issuance of preferred stock	`150,000`	`-`
Proceeds from the issuance of convertible note payable	`250,000`	`-`
NET CASH PROVIDED BY FINANCING ACTIVITES	`(225,000)`	`500,000`

NET CHANGE IN CASH	`(484,142)`	`(403,187)`

CASH AT BEGINNING OF PERIOD	`1,267,519`	`110,747`

CASH AT END OF PERIOD	`$783,377`	`$513,934`

Supplemental Disclosure of Non-Cash Activities:

Cash paid during the period:
Cash paid for interest	`$5,000`	`$-`
Cash paid for income taxes	`$-`	`$-`

NON-CASH FINANCING ACTIVITIES:
Conversion of preferred to common stock	`$100,000`	`$-`
Debt discount on convertible note payable	`$250,000`	`$-`
Conversion of convertible debt in common stock	`$83,645`	`$-`

		June 30, 2022			December 31, 2021
	Maturity Date	Total Outstanding***	Principal	Interest	Total Outstanding***	Principal	Interest

*Lender A*	8/27/2023	$ 534,472	$ 500,000	$ 34,472	$ 513,883	$ 500,000	$ 13,883
*Lender B*	9/27/2023	58,523.31	55,000	3,523	56,268.91	55,000	1,269
*Lender C*	10/27/2023	232,074	220,000	12,074	223,134	220,000	3,134
*Lender D*	11/9/2023	-	-	-	27,813	27,500	313
*Lender E*	10/21/2023	-	-	-	55,856	55,000	856
*Lender F*	12/27/2023	156,146	150,000	6,146	150,132	150,000	132
*Lender G*	1/21/2024	336,397	325,000	11,397	-	-	-
		$ 1,317,613	$ 1,250,000	$ 67,613	$ 1,027,087	$ 1,007,500	$ 19,587

		*** - Total Outstanding = Principal + Interest as of June 30, 2022 and December 31, 2021

	Underlying Shares			Weighted Average Exercise Price		Weighted Average Term (Years)
Warrants outstanding at January 1, 2022		996,667		$	1.50		2.87
Granted		325,000			1.50		3.00
Exercised		(16,667	)		-		-
Forfeited		-			-		-
Warrants outstanding and exercisable at June 30, 2022		1,305,000		$	1.50		2.96

	For the Six Months Ended,
	June 30, 2022		June 30, 2021
Expected term, in years		2		-
Exercise price		1.5		-
Expected volatility		100%		-
Stock price		3.0		-
Risk-free interest rate		1.01%		-
Dividend yield		0%		-

By:	/s/ David Nizkad
Name:	David Nizkad
Title:	Chief Executive Officer

By:	/s/ Ben Kaplan
Name:	Ben Kaplan
Title:	Chief Executive Officer

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as of May 17, 2022, by and among PSLY.com, Inc., Mycotopia Therapies Inc., Silly Merger Sub M Inc., Silly Merger Sub E Inc. and Ei. Ventures, Inc. (included as Appendix A to the proxy statement/prospectus forming a part of this Registration Statement).^†

3.1		Certificate of Incorporation of the Registrant

3.2		Bylaws of the Registrant

4.1		PSLY.com, Inc. 2022 Equity Incentive Plan

5.1*		Opinion of Potomac Law Group PLLC as to the validity of the securities being registered.

8.1*		Opinion of Potomac Law Group PLLC regarding certain tax matters.

10.1		Voting and Support Agreement, dated May 17, 2022 by and among PSLY.com, Inc. and certain stockholders of Mycotopia Therapies Inc.

10.2		Voting and Support Agreement, dated May 17, 2022 by and among PSLY.com, Inc. and certain stockholders of Ei. Ventures, Inc.

10.3		Form of Lock-Up Agreement

23.1		Consent of Tanner, relating to Ei. Ventures, Inc.’s financial statements.

23.2		Consent of PAGU, relating to Mycotopia Therapies Inc.’s financial statements.

23.3*		Consent of Potomac Law Group PLLC (included in Exhibit 5.1).

23.4*		Consent of Potomac Law Group PLLC (included in Exhibit 8.1).

24.1		Power of Attorney (included on the signature page to the Registration Statement).

99.1		Consent of Matthew Thelen

99.2		Consent of Eric Baum

99.3		Form of Proxy Card for Mycotopia Therapies Inc.

107		Calculation of Filing Fee Table

Name	Title	Date
/s/	Chairman and Chief Executive Officer	August 23, 2022
David Nikzad	(Principal Executive Officer)
/s/	Director and Treasurer	August 23, 2022
Jason Hobson	(Principal Financial and Accounting Officer)
/s/	Director	August 23, 2022
Mark Croskery
/s/	Director	August 23, 2022
Benjamin Kaplan