Mycotopia Therapies (TPIA) 10-Q 23 May 22 2022 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2022	May 23, 2022
Details
Registrant CIK	0001763329
Fiscal Year End	--12-31
Registrant Name	Mycotopia Therapies, Inc.
SEC Form	10-Q
Period End date	Mar. 31, 2022
Tax Identification Number (TIN)	87-0645794
Number of common stock shares outstanding		14,332,374
Filer Category	Non-accelerated Filer
Current with reporting	Yes
Interactive Data Current	Yes
Shell Company	false
Small Business	true
Emerging Growth Company	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	000-56022
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	18851 NE 29th Ave.
Entity Address, Address Line Two	Suite 700
Entity Address, City or Town	Aventura
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33180
Country Region	954
City Area Code	233
Local Phone Number	3511
Amendment Flag	false
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($)	Mar. 31, 2022	Dec. 31, 2021
CURRENT ASSETS
Cash	$ 1,482,475	$ 1,267,519
TOTAL CURRENT ASSETS	1,482,475	1,267,519
NON-CURRENT ASSETS
Property and equipment, net	2,249	2,497
TOTAL ASSETS	1,484,724	1,270,016
CURRENT LIABILITIES
Accounts payable and accrued expenses	47,006	171,031
Accrued interest - shareholder loan	8,036	10,339
Shareholder loan	125,000	125,000
TOTAL CURRENT LIABILITES	180,042	306,370
Convertible Note Payable, net of debt discount	278,557	123,625
Shareholder loan payable, non-current	500,000	500,000
TOTAL LIABILITIES	958,599	929,995
STOCKHOLDERS' EQUITY
Common stock, $0.001 par value, 100,000,000 shares authorized; 14,332,374 and 13,967,332, shares issued and outstanding, respectively	14,321	13,966
Additional paid-in capital	4,450,034	3,175,959
Accumulated deficit	(3,938,238)	(2,849,904)
TOTAL STOCKHOLDERS' EQUITY	526,125	340,021
TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS' EQUITY	1,484,724	1,270,016
MEZZANINE EQUITY
Preferred stock, $0.001 par value; 5,000,000 shares authorized, and 8,000 and 0, as of March 31, 2022 and December 31, 2021; liquidation preference of $80,000 and $0, respectively	$ 8	$ 0

CONSOLIDATED BALANCE SHEETS - P

CONSOLIDATED BALANCE SHEETS - Parenthetical - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Details
Temporary Equity, Par or Stated Value Per Share	$ 0.001	$ 0.001
Temporary Equity, Shares Authorized	5,000,000	5,000,000
Temporary Equity, Shares Outstanding	8,000	0
Liquidation Preference	$ 80,000	$ 0
Common Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Common Stock, Shares Authorized	100,000,000	100,000,000
Common Stock, Shares, Issued	14,332,374	13,967,332
Common Stock, Shares, Outstanding	14,332,374	13,967,332

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
OPERATING EXPENSE
General and administrative	$ 905,731	$ 7,702
TOTAL OPERATING EXPENSES	905,731	7,702
NET LOSS FROM OPERATIONS	(905,731)	(7,702)
OTHER (EXPENSE) INCOME
Interest expense	(179,906)	0
Interest expense - related party	(2,697)	(538)
TOTAL OTHER (EXPENSE) INCOME	(182,603)	(538)
NET LOSS BEFORE PROVISION FOR INCOME TAXES	(1,088,334)	(8,240)
Provision for income taxes	0	0
NET LOSS	$ (1,088,334)	$ (8,240)
NET LOSS PER SHARE - BASIC AND DILUTED	$ (0.08)	$ 0
AVERAGE NUMBER OF COMMON SHARE OUTSTANDING - BASIC AND DILUTED	14,249,005	12,925,420

CONSOLIDATED STATEMENTS OF STOC

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($)	Common Stock	Preferred Stock	Additional Paid-in Capital	Retained Earnings	Total
Stockholders' Equity Attributable to Parent, Beginning Balance at Dec. 31, 2020	$ 12,925	$ 0	$ 0	$ (29,174)	$ (16,249)
Shares, Outstanding, Beginning Balance at Dec. 31, 2020	12,925,420
NET LOSS	$ 0	0	0	(8,240)	(8,240)
Stockholders' Equity Attributable to Parent, Ending Balance at Mar. 31, 2021	$ 12,925	$ 0	0	(37,414)	(24,489)
Shares, Outstanding, Ending Balance at Mar. 31, 2021	12,925,420	0
Stock based compensation					0
Debt discount on convertible note payable					0
Stockholders' Equity Attributable to Parent, Beginning Balance at Dec. 31, 2021	$ 13,966		3,175,959	(2,849,904)	340,021
Shares, Outstanding, Beginning Balance at Dec. 31, 2021	13,967,332
NET LOSS	$ 0	$ 0	0	(1,088,334)	(1,088,334)
Stockholders' Equity Attributable to Parent, Ending Balance at Mar. 31, 2022	$ 14,321	$ 8	4,450,034	(3,938,238)	526,125
Shares, Outstanding, Ending Balance at Mar. 31, 2022	14,322,374	8,000
Stock based compensation	$ 322		874,116	0	874,438
Stock based compensation	322,122
Sale of preferred shares in private placements		$ 15	149,985	0	150,000
Sale of preferred shares in private placements		15,000
Conversion of preferred to common	$ 33	$ (7)	(26)		0
Conversion of preferred to common	32,920	(7,000)
Debt discount on convertible note payable			$ 250,000	$ 0	$ 250,000

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$ (1,088,334)	$ (8,240)
Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities
Depreciation expense	248	0
Amortization of debt discount	154,932	0
Stock based compensation	874,438	0
Changes in Operating Assets and Liabilities
Increase (Decrease) in accounts payable and accrued expenses	(124,025)	538
Accrued interest - shareholder loan	2,697	0
NET CASH USED IN OPERATING ACTIVITES	(180,044)	(7,702)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of shareholder loan	(5,000)	0
Proceeds from the issuance of preferred stock	150,000	0
Proceeds from the issuance of convertible debt	250,000	0
NET CASH PROVIDED BY FINANCING ACTIVITES	395,000	0
NET CHANGE IN CASH	214,956	(7,702)
CASH AT BEGINNING OF PERIOD	1,267,519	110,747
CASH AT END OF PERIOD	1,482,475	103,045
Cash paid during the period
Cash paid for interest	5,000	0
Cash paid for income taxes	$ 0	$ 0
NON-CASH FINANCING ACTIVITIES
Conversion of preferred to common stock	70,000	0
Debt discount on convertible note payable	$ 250,000	$ 0

1. Organization and Description

1. Organization and Description of Business	3 Months Ended
	Mar. 31, 2022
Notes
1. Organization and Description of Business	NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS Organization and Business Activity Mycoptopia Therapies Inc, (formerly 2020 Global)(“the Company” or “Mycotopia”) headquarter in Florida, incorporated in the state of Nevada in January of 2020, and is a 100% wholly owned corporation of Ehave Inc, a public traded company. Mycotopia Therapies, Inc. 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. On January 19, 2021, 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. As a result of the transaction the historical consolidated financial statements of the Company are presented to reflect the acquisition retroactively in the balance sheet and statement of stockholders’ equity.

2. Going Concern

2. Going Concern	3 Months Ended
	Mar. 31, 2022
Notes
2. Going Concern	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 three months ended March 31, 2022, the Company incurred a net loss of $1,088,334, had negative cash flows from operations of $180,044 and may incur additional future losses. At December 31, 2021, the Company had total current assets of $1,482,475 and total current liabilities of $180,042 resulting in working capital of $1,304,183. 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.

3. Summary of Significant Accou

3. Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2022
Notes
3. Summary of Significant Accounting Policies	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, . 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. The Effects of COVID-19 Due to the COVID-19 pandemic, there has been uncertainty and disruption in the global economy and financial markets. The Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities as of the date of issuance of this Quarterly Report on Form 10-Q. These estimates may change, as new events occur, and additional information is obtained. Actual results could differ materially from these estimates under different assumptions or conditions. 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 $248 and $0 for the three months ended March 31, 2022 and 2021, 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 2022 and 2021. Fair Value of Financial Instruments The Company accounts for financial instruments in accordance with ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”). ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under ASC 820 are described below: Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2 – Quoted prices in non-active markets or in active markets for similar assets or liabilities, observable inputs other than quoted prices, and inputs that are not directly observable but are corroborated by observable market data; Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. There were no changes in the fair value hierarchy leveling during the three months ended March 31, 2022 and 2021. Stock Based Compensation We follow ASC Topic 718, Compensation–Stock Compensation, 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 March 31, 2022 and March 31, 2021, 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. Basic and D iluted N et L oss per S hare Basic loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period before giving effect to stock options, stock warrants, restricted stock units and convertible securities outstanding, which are considered to be dilutive common stock equivalents. Diluted net loss per common share is calculated based on the weighted average number of common and potentially dilutive shares outstanding during the period after giving effect to dilutive common stock equivalents. Contingently issuable shares are included in the computation of basic loss per share when issuance of the shares is no longer contingent. The number of warrants, options, and convertible debt, which were not included in the computation of earnings per share because the effect was antidilutive, was 2,655,000 and 0 for the three months ended March 31, 2022 and 2021, respectively. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying consolidated financial statements, other than those disclosed below. In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815 – 40)” (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The ASU is part of the FASB’s simplification initiative, which aims to reduce unnecessary complexity in U.S. GAAP. The ASU’s amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The Company is currently evaluating the impact ASU 2020-06 will have on its financial statements.

NOTE 4. Related Party Transacti

NOTE 4. Related Party Transaction	3 Months Ended
	Mar. 31, 2022
Notes
NOTE 4. Related Party Transaction	NOTE 4 – RELATED PARTY TRANSACTION During February and April 2020, the Company entered into three term promissory notes with Ehave, Inc. (a majority shareholder) in the amounts of $25,000, $100,000, and $500,000, respectively. The notes mature two years after the issuance date and bear an interest rate of 1.75% per year and are currently past the maturity date and in default. As of March 31, 2022 and December 31, 2021, the Company owes $625,000 and $625,000, respectively in principle related to these promissory notes. During the three months ended March 31 2022 and 2021, the Company recorded interest expense of 2,697 and $538, respectively, in relation to these notes., and paid $5,000 and $0, respectively, towards the outstanding accrued interest balance. As of March 31, 2022 and December 31, 2021 the Company’s outstanding accrued interest balance related to these promissory notes was outstanding $8,036 and $10,339 respectively.

NOTE 5. PROMISSORY AND CONVERTI

NOTE 5. PROMISSORY AND CONVERTIBLE NOTES	3 Months Ended
	Mar. 31, 2022
Notes
NOTE 5. PROMISSORY AND CONVERTIBLE NOTES	NOTE 5 – PROMISSORY AND CONVERTIBLE NOTES During the three months ended March 31, 2022 and 2021, the Company issued convertible promissory notes in the principal amount of $325,000 and $0, respectively. In addition, the debt discount related to this note was $250,000. As of March 31, 2022 and December 31, 2021 the Company issued to various lenders as convertible promissory notes aggregate amount of $1,332,500 and $1,007,500, respectively. In aggregate, as of March 31, 2022 the principal amount includes $171,000 of original issue discount, $18,000 in cash financing fees, $49,750 in non-cash financing fees (see note 6) and 1,332,500 warrants with an exercise price of $1.50 per share. All notes are due to mature 24 months from their respective effective date and mature beginning on August 27, 2023 through January 21, 2024 Additionally, the notes effective interest rate of the notes is 8% and are convertible into share of common stock at $1.00 per share. The following tables reflects a summary of the outstanding principal and interest by each lender and their respective maturity date as of March 31, 2022 and December 31, 2021: March 31, 2022 December 31, 2021 Maturity Total Total Date Outstanding*** Principal Interest Outstanding*** Principal Interest Lender A 8/27/2023 $ 524,020 $ 500,000 $ 24,020 $ 513,883 $ 500,000 $ 13,883 Lender B 9/27/2023 57,378.88 55,000.00 2,378.88 56,268.91 55,000 1,269 Lender C 10/27/2023 227,536 220,000 7,536 223,134 220,000 3,134 Lender D 11/9/2023 28,362 27,500 862 27,813 27,500 313 Lender E 10/21/2023 56,958 55,000 1,958 55,856 55,000 856 Lender F 12/27/2023 153,093 150,000 3,093 150,132 150,000 132 Lender G 1/21/2024 329,915 325,000 4,915 - - - $ 1,377,263 $ 1,332,500 $ 44,763 $ 1,027,087 $ 1,007,500 $ 19,587 *** - Total Outstanding = Principal + Interest as of March 31, 2022 and December 31, 2021 During the three months ended March 31, 2022 and 2021, the Company recorded an aggregate debt discount of $325,000 and $0, respectively, under the terms of convertible promissory note agreement. The total $325,000 debt discount was allocated between the original issue discount related to cash financing fees of $75,000, as well as, $250,000 recorded in connection with the beneficial conversion feature and warrants. Additionally, the Company recorded the $250,000 as a debt discount with an offset to additional paid-in capital in relation to the beneficial conversion feature and warrants (see note 6). The beneficial conversion feature was valued at $68,347 and the warrants were valued at $181,653, in the aggregate. During the three months ended March 31, 2022 and 2021, the Company recorded amortization expense in the amount of $154,932 and $0, respectively, as amortization of debt discount of which $127,839 was recorded as amortization expense in relation to the warrants and conversion feature, $18,925 was recorded as interest expense in relation to the original issue discount and, $8,168 financing fees in the consolidated statements of operations and comprehensive income. As of March 31, 2022, the Company had an unamortized debt discount balance of $1,053,944 with a weighted amortization period of 1.74 years.

NOTE 6 - STOCKHOLDERS' EQUITY

NOTE 6 - STOCKHOLDERS' EQUITY	3 Months Ended
	Mar. 31, 2022
Notes
NOTE 6 - STOCKHOLDERS' EQUITY	NOTE 6 – STOCKHOLDERS’ EQUITY We are authorized to issue 100,000,000 shares of common stock, $0.001 par value, and 5,000,000 shares of preferred stock, $0.001 par value. Each share of common stock entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought. Mezzanine Equity The Preferred Shares are recorded as mezzanine equity in accordance with ASC 480 at its initial net carrying value in the amount of $80,000. The Series A Shares are recorded as mezzanine equity in accordance with ASC 480 because the Company may be obligated to issue a variable number of shares at a fixed price known at inception and there is no maximum number of shares that could potentially be issued upon conversion. In this instance, cash settlement would be presumed and the Series A Shares are classified as mezzanine equity in accordance with ASC 480-10-S99. Immediately upon effectiveness of the registration statement registering for resale of all the common stock issuable under the Series A Shares, all outstanding Series A Shares shall automatically convert into common stock. During the three months ended, the Company sold 5,000 shares of preferred stock to three shareholders for $150,000 in proceeds as part under a Regulation A offering of Section 3(6) of the Securities Act of 1933. The shares are allowed to convert into Common stock by option of the holder at any time based on the fair market value of the common stock at the date of the conversion. As of March 31, 2022, 7,000 preferred shares with a fair value of $70,000 was converted in various installments, an aggregate 32,920 shares of common stock. STOCK BASED COMPENSATION On January 21, 2022, the Company issued 250,000 shares of common stock to a related party and majority shareholder, Benjamin Kaplan, as part of his compensation for services rendered in accordance with his Agreement (note 7) for services rendered as CEO. The Company expensed $750,000 in relation to this issuance. On January 24, 2022, the Company issued 12,500 shares of common stock to a consultant for services rendered. The Company expensed $38,188 in relation to this issuance. On March 17, 2022, the Company issued 59,622 shares of common stock valued at $86,250 as stock-based compensation for consulting services rendered. Warrants Issued During the three months ended March 31, 2022 and 2021, the Company issued 325,000 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 for the three months ended March 31, 2022: Underlying Shares Weighted Average Exercise Price Weighted Average Term (Years) Warrants outstanding at January 1, 2022 1,007,500 $ 1.50 2.87 Granted 325,000 1.50 3.00 Exercised - - - Forfeited - - - Warrants outstanding and exercisable at March 31, 2022 1,332,500 $ 1.50 2.78 As of March 31, 2022, the outstanding and exercisable warrants have an intrinsic value of $1,865,000. The aggregate intrinsic value was calculated as the difference between the closing market price as of March 31, 2022, which was $2.90, and the exercise price of the outstanding stock options. The warrants granted during the period ending March 31, 2022 were valued using the Black-Scholes option pricing model using the following weighted average assumptions: For the Three Months Ended, March 31, 2022 March 31, 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% -

NOTE 7 - COMMITMENTS AND CONTIN

NOTE 7 - COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Mar. 31, 2022
Notes
NOTE 7 - COMMITMENTS AND CONTINGENCIES	NOTE 7 – COMMITMENTS AND CONTINGENCIES On November 17, 2021, the Company entered into an Executive Consulting Agreement (the “Agreement”) with Benjamin Kaplan (“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) (ii) (iii)

NOTE 8. SUBSEQUENT EVENTS

NOTE 8. SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2022
Notes
NOTE 8. SUBSEQUENT EVENTS	NOTE 8 – SUBSEQUENT EVENTS The company’s management has evaluated subsequent events occurring after March 31, 2022, the date of our most recent balance sheet, through the date our financial statements were issued.

3. Summary of Significant Acc_2

3. Summary of Significant Accounting Policies: Basis of Presentation (Policies)	3 Months Ended
	Mar. 31, 2022
Policies
Basis of Presentation	Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and include the accounts of the Company and its wholly owned subsidiaries, . 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.

3. Summary of Significant Acc_3

3. Summary of Significant Accounting Policies: Basis of Consolidation (Policies)	3 Months Ended
	Mar. 31, 2022
Policies
Basis of Consolidation	Basis of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, MYC. All inter-company accounts and transactions have been eliminated in consolidation.

3. Summary of Significant Acc_4

3. Summary of Significant Accounting Policies: Use of Estimates (Policies)	3 Months Ended
	Mar. 31, 2022
Policies
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. Our financial statements include, when applicable, disclosures of estimates, assumptions, uncertainties, and markets that could affect our financial statements and future operations.

3. Summary of Significant Acc_5

3. Summary of Significant Accounting Policies: The Effects of COVID-19 (Policies)	3 Months Ended
	Mar. 31, 2022
Policies
The Effects of COVID-19	The Effects of COVID-19 Due to the COVID-19 pandemic, there has been uncertainty and disruption in the global economy and financial markets. The Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities as of the date of issuance of this Quarterly Report on Form 10-Q. These estimates may change, as new events occur, and additional information is obtained. Actual results could differ materially from these estimates under different assumptions or conditions.

3. Summary of Significant Acc_6

3. Summary of Significant Accounting Policies: Cash and Cash Equivalents (Policies)	3 Months Ended
	Mar. 31, 2022
Policies
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities at the date of purchase of three months or less to be cash equivalents. Cash and cash equivalents include bank demand deposits, marketable securities with maturities of three months or less at purchase, and money market funds that invest primarily in certificates of deposits, commercial paper and U.S. government and U.S. government agency obligations. Cash equivalents are reported at fair value.

3. Summary of Significant Acc_7

3. Summary of Significant Accounting Policies: Fixed Assets and Depreciation (Policies)	3 Months Ended
	Mar. 31, 2022
Policies
Fixed Assets and Depreciation	Fixed Assets and Depreciation Property, plant, and equipment are stated at cost. For financial reporting, we provide for depreciation on the straight-line method at rates based upon the estimated useful lives of the various assets. Depreciation expense was $248 and $0 for the three months ended March 31, 2022 and 2021, 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 2022 and 2021.

3. Summary of Significant Acc_8

3. Summary of Significant Accounting Policies: Fair Value of Financial Instruments (Policies)	3 Months Ended
	Mar. 31, 2022
Policies
Fair Value of Financial Instruments	Fair Value of Financial Instruments The Company accounts for financial instruments in accordance with ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”). ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under ASC 820 are described below: Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2 – Quoted prices in non-active markets or in active markets for similar assets or liabilities, observable inputs other than quoted prices, and inputs that are not directly observable but are corroborated by observable market data; Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. There were no changes in the fair value hierarchy leveling during the three months ended March 31, 2022 and 2021.

3. Summary of Significant Acc_9

3. Summary of Significant Accounting Policies: Stock- Based Compensation (Policies)	3 Months Ended
	Mar. 31, 2022
Policies
Stock- Based Compensation	Stock Based Compensation We follow ASC Topic 718, Compensation–Stock Compensation,

3. Summary of Significant Ac_10

3. Summary of Significant Accounting Policies: Income Taxes (Policies)	3 Months Ended
	Mar. 31, 2022
Policies
Income Taxes	Income Taxes The Company provides for income taxes using the asset and liability approach. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. As of March 31, 2022 and March 31, 2021, 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.

3. Summary of Significant Ac_11

3. Summary of Significant Accounting Policies: Basic and diluted net loss per share (Policies)	3 Months Ended
	Mar. 31, 2022
Policies
Basic and diluted net loss per share	Basic and D iluted N et L oss per S hare Basic loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period before giving effect to stock options, stock warrants, restricted stock units and convertible securities outstanding, which are considered to be dilutive common stock equivalents. Diluted net loss per common share is calculated based on the weighted average number of common and potentially dilutive shares outstanding during the period after giving effect to dilutive common stock equivalents. Contingently issuable shares are included in the computation of basic loss per share when issuance of the shares is no longer contingent. The number of warrants, options, and convertible debt, which were not included in the computation of earnings per share because the effect was antidilutive, was 2,655,000 and 0 for the three months ended March 31, 2022 and 2021, respectively.

3. Summary of Significant Ac_12

3. Summary of Significant Accounting Policies: Recent Accounting Pronouncements (Policies)	3 Months Ended
	Mar. 31, 2022
Policies
Recent Accounting Pronouncements	Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying consolidated financial statements, other than those disclosed below. In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815 – 40)” (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The ASU is part of the FASB’s simplification initiative, which aims to reduce unnecessary complexity in U.S. GAAP. The ASU’s amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The Company is currently evaluating the impact ASU 2020-06 will have on its financial statements.

NOTE 5. PROMISSORY AND CONVER_2

NOTE 5. PROMISSORY AND CONVERTIBLE NOTES: Schedule of Outstanding Principal and Interest by Each Lender (Tables)	3 Months Ended
	Mar. 31, 2022
Tables/Schedules
Schedule of Outstanding Principal and Interest by Each Lender	March 31, 2022 December 31, 2021 Maturity Total Total Date Outstanding*** Principal Interest Outstanding*** Principal Interest Lender A 8/27/2023 $ 524,020 $ 500,000 $ 24,020 $ 513,883 $ 500,000 $ 13,883 Lender B 9/27/2023 57,378.88 55,000.00 2,378.88 56,268.91 55,000 1,269 Lender C 10/27/2023 227,536 220,000 7,536 223,134 220,000 3,134 Lender D 11/9/2023 28,362 27,500 862 27,813 27,500 313 Lender E 10/21/2023 56,958 55,000 1,958 55,856 55,000 856 Lender F 12/27/2023 153,093 150,000 3,093 150,132 150,000 132 Lender G 1/21/2024 329,915 325,000 4,915 - - - $ 1,377,263 $ 1,332,500 $ 44,763 $ 1,027,087 $ 1,007,500 $ 19,587

NOTE 6 - STOCKHOLDERS' EQUITY_

NOTE 6 - STOCKHOLDERS' EQUITY: Schedule of Common Stock Warrants Outstanding and Warrant Activity (Tables)	3 Months Ended
	Mar. 31, 2022
Tables/Schedules
Schedule of Common Stock Warrants Outstanding and Warrant Activity	Underlying Shares Weighted Average Exercise Price Weighted Average Term (Years) Warrants outstanding at January 1, 2022 1,007,500 $ 1.50 2.87 Granted 325,000 1.50 3.00 Exercised - - - Forfeited - - - Warrants outstanding and exercisable at March 31, 2022 1,332,500 $ 1.50 2.78

NOTE 6 - STOCKHOLDERS' EQUITY_2

NOTE 6 - STOCKHOLDERS' EQUITY: Schedule of Weighted Average Assumptions (Tables)	3 Months Ended
	Mar. 31, 2022
Tables/Schedules
Schedule of Weighted Average Assumptions	For the Three Months Ended, March 31, 2022 March 31, 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% -

1. Organization and Descripti_2

1. Organization and Description of Business (Details)	Jan. 19, 2021
2020 Produce Sales Inc
Equity Method Investment, Ownership Percentage	75.77%

2. Going Concern (Details)

2. Going Concern (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Details
NET LOSS	$ (1,088,334)	$ (8,240)
NET CASH USED IN OPERATING ACTIVITES	(180,044)	$ (7,702)
TOTAL CURRENT ASSETS	1,482,475		$ 1,267,519
Working Capital	$ 1,304,183

3. Summary of Significant Ac_13

3. Summary of Significant Accounting Policies: Fixed Assets and Depreciation (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021	Mar. 31, 2022	Mar. 31, 2021
Depreciation expense	$ 248	$ 0	$ 248	$ 0
Building and Building Improvements
Property, Plant and Equipment, Estimated Useful Lives			30 years
Machinery and Equipment
Property, Plant and Equipment, Estimated Useful Lives			10-15 years
Software and Software Development Costs
Property, Plant and Equipment, Estimated Useful Lives			3-5 years
Vehicles
Property, Plant and Equipment, Estimated Useful Lives			3-7 years
Land Improvements
Property, Plant and Equipment, Estimated Useful Lives			10-20 years

3. Summary of Significant Ac_14

3. Summary of Significant Accounting Policies: Basic and diluted net loss per share (Details) - shares	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Details
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	2,655,000	0

NOTE 4. Related Party Transac_2

NOTE 4. Related Party Transaction (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate	1.75%
Due to Related Parties	$ 625,000		$ 625,000
Interest Expense	179,906	$ 0
Accrued interest - shareholder loan	8,036		$ 10,339
Ehave, Inc
Interest Expense	2,697	538
Accrued Interest Paid	$ 5,000	$ 0

NOTE 5. PROMISSORY AND CONVER_3

NOTE 5. PROMISSORY AND CONVERTIBLE NOTES (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Details
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures	325,000	0
Convertible Debt, Principal	$ 1,332,500		$ 1,007,500
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number	1,332,500
Debt discount on convertible note payable	$ 250,000	$ 0
Amortization of debt discount	154,932	$ 0
Unamortized Debt Discount	$ 1,053,944

NOTE 5. PROMISSORY AND CONVER_4

NOTE 5. PROMISSORY AND CONVERTIBLE NOTES: Schedule of Outstanding Principal and Interest by Each Lender (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Lender A
Convertible Debt, Maturity Date	Aug. 27, 2023
Convertible Debt, Outstanding	$ 524,020	$ 513,883
Convertible Debt, Principal	500,000	500,000
Convertible Debt, Interest	$ 24,020	13,883
Lender B
Convertible Debt, Maturity Date	Sep. 27, 2023
Convertible Debt, Outstanding	$ 57,378.88	56,268.91
Convertible Debt, Principal	55,000	55,000
Convertible Debt, Interest	$ 2,378.88	1,269
Lender C
Convertible Debt, Maturity Date	Oct. 27, 2023
Convertible Debt, Outstanding	$ 227,536	223,134
Convertible Debt, Principal	220,000	220,000
Convertible Debt, Interest	$ 7,536	3,134
Lender D
Convertible Debt, Maturity Date	Nov. 9, 2023
Convertible Debt, Outstanding	$ 28,362	27,813
Convertible Debt, Principal	27,500	27,500
Convertible Debt, Interest	$ 862	313
Lender E
Convertible Debt, Maturity Date	Oct. 21, 2023
Convertible Debt, Outstanding	$ 56,958	55,856
Convertible Debt, Principal	55,000	55,000
Convertible Debt, Interest	$ 1,958	856
Lender F
Convertible Debt, Maturity Date	Dec. 27, 2023
Convertible Debt, Outstanding	$ 153,093	150,132
Convertible Debt, Principal	150,000	150,000
Convertible Debt, Interest	$ 3,093	132
Lender G
Convertible Debt, Maturity Date	Jan. 21, 2024
Convertible Debt, Outstanding	$ 329,915	0
Convertible Debt, Principal	325,000	0
Convertible Debt, Interest	4,915	0
Convertible Debt, Outstanding	1,377,263	1,027,087
Convertible Debt, Principal	1,332,500	1,007,500
Convertible Debt, Interest	$ 44,763	$ 19,587

NOTE 6 - STOCKHOLDERS' EQUITY (

NOTE 6 - STOCKHOLDERS' EQUITY (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Liquidation Preference	$ 80,000		$ 0
Sale of preferred shares in private placements	$ 150,000
Conversion of preferred to common stock	70,000	0
Stock Issuance 1
Stock Issued During Period, Shares, Issued for Services	250,000
Stock Issued During Period, Value, Issued for Services	$ 750,000
Stock Issuance 2
Stock Issued During Period, Shares, Issued for Services	12,500
Stock Issued During Period, Value, Issued for Services	$ 38,188
Stock Issuance 3
Stock Issued During Period, Shares, Issued for Services	59,622
Stock Issued During Period, Value, Issued for Services	$ 86,250
Preferred Stock
Sale of preferred shares in private placements	$ 15
Conversion of preferred to common	7,000
Conversion of preferred to common	(7,000)
Common Stock
Conversion of preferred to common	(32,920)
Conversion of preferred to common	32,920

NOTE 6 - STOCKHOLDERS' EQUITY_3

NOTE 6 - STOCKHOLDERS' EQUITY: Schedule of Common Stock Warrants Outstanding and Warrant Activity (Details)	Dec. 31, 2021$ / sharesshares	Mar. 31, 2022$ / sharesshares	Mar. 31, 2021shares
Details
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	1,007,500
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ / shares	$ 1.50	$ 1.50
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term	2 years 10 months 13 days	2 years 9 months 10 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures		325,000	0
Sharebased Compensation Arrangement By Sharebased Payment Award Options Granted Weighted Average Remaining Contractual Term		3
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Exercised		0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period		0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number		1,332,500

NOTE 6 - STOCKHOLDERS' EQUITY_4

NOTE 6 - STOCKHOLDERS' EQUITY: Schedule of Weighted Average Assumptions (Details)	3 Months Ended
	Mar. 31, 2022$ / shares
Expected term, in years	2 years
Exercise price	$ 1.5
Expected volatility	100.00%
Stock price	$ 3
Risk-free interest rate	1.01%
Dividend yield	0.00%