Form 8-K 20/20 Global, Inc. For: Jan 19

January 20, 2021 3:29 PM EST

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (date of earliest event reported):  January 19, 2021

 

20/20 GLOBAL, INC.

(Exact name of registrant as specified in its charter)

 

 

 

 

 

Nevada

 

000-56022

 

87-0645794

(State or other jurisdiction of

 

(Commission File Number)

 

(IRS Employer

incorporation or organization)

 

 

 

Identification No.)

 

 

 

 

 

 

 

 

18851 NE 29th Avenue, Suite 700, Aventura, FL

 

33180

(Address of principal executive offices)

 

(Zip code)

 

 

 

Registrant’s telephone number, including area code:  

 

Phone: 954-233-3511

 

 

 

480 22nd Street, Box 2, Heyburn, Idaho 83336

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

[  ]

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

[  ]

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

[  ]

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

[  ]

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

None

None

None

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 240.12b-2 of this chapter).  Emerging growth company [  ]

 

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




ITEM 2.01—COMPLETION OF ACQUISITION OF DISPOSITION OF ASSETS

 

In December 2020, 20/20 Global, Inc. (“20/20 Global”) 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. 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.

 

A closing of the transactions contemplated by the above documents initially scheduled for January 4, 2021, was delayed by agreement. All of the above transactions were closed on January 19, 2021.

 

As a result of the MYC SPA, MYC became a wholly owned subsidiary of 20/20 Global, through which we plan to conduct our operations. MYC is a development-stage enterprise that proposes to develop a business to provide psychedelic-enhanced holistic methodologies to improve mental wellbeing. In the next five years, our business model will focus on the following areas: palliative care, depression, and anxiety. We will leverage our minority equity interest in PsychedeliTech Inc. to create new opportunities for our shareholders and partners. We hope to license and acquire access to technology and companies that will build added value for our company as this industry matures.

 

 

ITEM 5.01—CHANGES IN CONTROL OF REGISTRANT

 

See Item 2.01 above. Under the Change of Control and Funding Agreement, the current directors and officers of 20/20 Global resigned and will be replaced by designees of Ehave as set forth in Item 5.02 below.

 

 

ITEM 5.02—DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS

 

Under the above Change of Control and Funding Agreement, Mark D. Williams and Colin Gibson resigned as officers and directors, and Benjamin Kaplan and Mark Croskery were appointed to serve as replacement directors, subject to completion of all regulatory requirements. This agreement also provided for Mr. Kaplan to serve as president and secretary of 20/20 Global.

 

 

ITEM 9.01—FINANCIAL STATEMENTS AND EXHIBITS

 

(a)Financial Statements of Businesses Acquired: 

 

The audited financial statements of Mycotopia Therapies, Inc., as of December 31, 2019, and for the year then ended, are filed as Exhibit 99.01 to this report and are incorporated herein by reference. The unaudited financial statements of Mycotopia Therapies, Inc. as of September 30, 2020, and for the interim period then ended, are filed as Exhibit 99.02 to this report and are incorporated herein by reference.


2



(b)Pro Forma Financial Information: 

 

Pro forma financial information giving effect to the acquisition of Mycotopia Therapies, Inc. is included herewith as Exhibit 99.03.

 

(c)Exhibits: 

 

Exhibit

Number*

 

 

Title of Document

 

 

Location

 

 

 

 

 

Item 10

 

Material Contracts

 

 

10.04

 

Stock Purchase Agreement between 20/20 Global, Inc. and Ehave, Inc.

 

Incorporated by reference from the Current Report on Form 8-K filed December 29, 2020.

 

 

 

 

 

10.05

 

Change of Control and Funding Agreement

 

Incorporated by reference from the Current Report on Form 8-K filed December 29, 2020.

 

 

 

 

 

10.06

 

Amendment to Escrow Agreement and Definitive Agreements

 

Incorporated by reference from the Current Report on Form 8-K filed January 6, 2021.

 

 

 

 

 

Item 99

 

Miscellaneous

 

 

99.01

 

Audited Financial Statements of Mycotopia Therapies, Inc., as of and for the Fiscal Year Ended December 31, 2019

 

This filing.

 

 

 

 

 

99.02

 

Unaudited Financial Statements of Mycotopia Therapies, Inc., as of and for the Nine Months Ended September 30, 2020

 

This filing.

 

 

 

 

 

99.03

 

Pro forma Financial Information

 

This filing.

_______________

*All exhibits are numbered with the number preceding the decimal indicating the applicable SEC reference number in Item 601 and the number following the decimal indicating the sequence of the particular document. Omitted numbers in the sequence refer to documents previously filed as an exhibit.   

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

20/20 GLOBAL, INC.

 

 

Dated: January 19, 2021

By:

/s/ Mark D. Williams

 

 

Mark D. Williams, President

 

 

Chief Executive Officer


3

Exhibit 99.01


 

 

MYCOTOPIA THERAPIES INC.

FINANCIAL STATEMENTS

FOR THE PERIOD OF INCEPTION (DECEMBER 23, 2019) TO DECEMBER 31, 2019

 

 

INDEX TO

FINANCIAL STATEMENTS

 

 

Page

 

 

Report of Independent Registered Public Accounting Firm

1

 

 

Balance Sheet as of December 31, 2019

2

 

 

Statement of Operations from inception (December 23, 2019) to December 31, 2019

3

 

 

Statement of Changes in Stockholder’s Equity from Inception (December 23, 2019) to December 31, 2019

4

 

 

Statement of Cash Flows from inception (December 23, 2019) to December 31, 2019

5

 

 

Notes to Financial Statements

6




REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

To the Board of Directors and Stockholder of Mycotopia Therapies Inc.

 

Opinion on the Financial Statements

 

We have audited the accompanying balance sheets of Mycotopia Therapies Inc. (the “Company”) as of December 31, 2019 and the related statements of operations, changes in stockholder’s equity and cash flows for the period December 23, 2019 (inception) through December 31, 2019, 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, 2019, and the results of its operations and its cash flows for the aforementioned period, in conformity with accounting principles generally accepted in the United States of America.

 

Explanatory Paragraph – Going Concern

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has no operating activities and insufficient working capital necessary to implement any such operating activities, all of which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Basis for Opinion

 

These 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. Those standards require that we plan and perform the audits 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 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 financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures include 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.

 

/s/ Turner, Stone & Company, LLP

 

Dallas, Texas

January 13, 2021

 

We have served as the Company’s auditor since 2019.


1



MYCOTOPIA THERAPIES INC.

BALANCE SHEET

 

 

 

 

December 31, 2019

 

 

 

ASSETS

 

 

 

 

 

Cash

$

                          -

 

 

 

Total Assets

$

                          -

LIABILITIES AND STOCKHOLDER'S EQUITY

 

 

 

 

Accounts payable and accrued expenses

$

                      220

Total Liabilities

 

                      220

 

 

 

 

 

 

Stockholder's equity

 

 

Common stock, no par value; 10,000,000 shares authorized, and 1,000,000 shares issued and outstanding

 

                          -

Additional paid-in capital

 

                          -

Accumulated (deficit)

 

                   (220)

 

 

                   (220)

 

 

 

Total Stockholder's Equity

 

                   (220)

 

 

 

Total Liabilities and Stockholder's Equity

$

                          -

 

 

 

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


2



MYCOTOPIA THERAPIES INC.

STATEMENTS OF OPERATIONS

 

 

 

 

From Inception

(December 23, 2019) to

 

December 31, 2019

 

 

 

Revenues

$

                               -

General and administrative

 

                           220

Loss from operations

$

                         (220)

 

 

 

Net loss before provision for income taxes

$

                         (220)

Provision for income taxes

 

                               -

Net Loss

$

                         (220)

 

 

 

Basic and diluted loss per share

 

                        (0.00)

 

 

 

Weighted average number of common shares outstanding - basic and diluted

 

                  1,000,000

 

 

 

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


3



MYCOTOPIA THERAPIES, INC.

STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

Additional

 

Accumulated

 

 

 

 

 

Shares

 

Amount

 

Paid-In Capital

 

Deficit

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

Balance, Inception, December 23, 2019

 

                           -

 

$                          -

 

$                             -

 

$                             -

 

$                          -

 

Common stock issued to Ehave Inc.

 

             1,000,000

 

                           -

 

                              -

 

                               -

 

                            -

 

Net loss

 

                           -

 

                           -

 

                               -

 

                        (220)

 

                    (220)

Balance, December 31, 2019

 

             1,000,000

 

$                          -

 

$                              -

 

$                      (220)

 

$                  (220)

 

 

 

 

 

 

 

 

 

 

 

 

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


4



MYCOTOPIA THERAPIES INC.

STATEMENTS OF CASH FLOWS

 

 

 

 

From Inception (December 23, 2019) to

 

December 31, 2019

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

Net loss

$

                                               (220)

Changes in operating assets and liabilities:

 

 

Accounts payable and accrued expenses

 

                                                 220

NET CASH USED IN OPERATING ACTIVITIES

 

                                                      -

 

 

 

Net increase (decrease) in cash and cash equivalents

 

                                                      -

 

 

 

Cash and cash equivalents, beginning of period

 

                                                      -

 

 

 

Cash and cash equivalents, end of year

$

                                                       -

 

 

 

SUPPLEMENTAL CASH FLOW INFORMATION:

 

 

Cash paid for interest

$

                                                      -

Cash paid for taxes

$

                                                      -

 

 

 

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


5


MYCOTOPIA THERAPIES INC.

NOTES TO FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)


1.ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 

 

Organization and General Description of Business

 

Mycotopia Therapies Inc. (“Mycotopia”) was incorporated in the state of Florida on December 23, 2019. The Company focuses on helping you heal and reclaim your life. Your journey of healing is an understanding of the causes and works to mental wellness through psychedelic enhanced psychotherapy, integrated with a professional team of mental wellness practitioners and cutting-edge technology. Psychedelic therapy is a holistic and spiritual approach providing healing and the Company’s believes it has shown successful treatment for many years.

 

The COVID-19 outbreak, which surfaced in Wuhan, China in December 2019 and which was subsequently declared a pandemic by the World Health Organization in March 2020, has had a pronounced effect on the domestic and global economies. Although the Company’s business has not been materially adversely impacted by the recent COVID-19 outbreak, it can be materially adversely impacted in the future. The extent of the impact of COVID-19 on the Company’s business, financial results, liquidity and cash flows will depend largely on future developments, including new information that may emerge concerning the severity and action taken to contain or prevent further spread within the U.S. and the related impact on consumer confidence and spending, all of which are highly uncertain and cannot be predicted.

 

Basis of Presentation

 

These financial statements and related notes are presented in accordance with U.S. GAAP and are expressed in U.S. dollars. The Company’s fiscal year-end is December 31.

 

Use of Estimates

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results may differ from those estimates.

 

Income Taxes

 

The Company accounts for income taxes using an asset and liability approach, which allows for the recognition of deferred tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The accounting for deferred income tax calculation represents management’s best estimate on the most likely future tax consequences of events that have been recognized in the financial statements or tax returns and related future anticipation. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future realization is uncertain. As of December 31, 2019, there were no accruals for uncertain tax positions.

 

The Company has adopted guidance issued by the FASB that clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold of more likely than not and a measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. In making this assessment, a company must determine whether it is more likely than not that a tax position will be sustained upon examination, based solely on the technical merits of the position and must assume that the tax position will be examined by taxing authorities. The Company’s policy is to include interest and penalties related to unrecognized tax benefits in income tax expense. The Company had no accrual for interest or penalties as of December 31, 2019.


6


MYCOTOPIA THERAPIES INC.

NOTES TO FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)


Recently Issued Accounting Standards

 

In March 2016, the FASB issued ASU 2016-02, Leases, which supersedes ASC Topic 840, Leases, and sets forth the principles for the recognition, measurement, presentation, and disclosure of leases for both lessees and lessors. ASU 2016- 02 requires lessees to classify leases as either finance or operating leases and to record on the balance sheet a right-of-use asset and a lease liability, equal to the present value of the remaining lease payments, for all leases with a term greater than 12 months regardless of the lease classification. The lease classification will determine whether the lease expense is recognized based on an effective interest rate method or a straight-line basis over the term of the lease. ASU 2016-02 is effective for use beginning January 1, 2019 and adopted. Entities are required to use a modified retrospective transition method for existing leases. The Company has no lease commitments and has determined there is no impact from this guidance on our financial statements.

 

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”) and also issued subsequent amendments to the initial guidance: ASU 2018-19, ASU 2019-04, and ASU 2019-05 (collectively, “Topic 326”). Topic 326 requires measurement and recognition of expected credit losses for financial assets held. The Company will be required to adopt this ASU for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The adoption of Topic 326 is not expected to have a material on the Company’s financial statements and financial statement disclosures.

 

In August 2020, the FASB issued ASU No. 2020-06 (“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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.” ASU 2020-06 will simplify the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models will result in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU 2020-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. ASU 2020-06 will be effective January 1, 2024, for the Company. Early adoption is permitted, but no earlier than January 1, 2021, including interim periods within that year. The adoption of Topic 2020-06 is not expected to have a material on the Company’s financial statements and financial statement disclosures.

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (“Topic 606”). Topic 606 supersedes the revenue recognition requirements in ASC Topic 605, Revenue Recognition (“Topic 605”), and requires the recognition of revenue when promised goods or services are transferred to customers in an amount that reflects the considerations to which the entity expects to be entitled to in exchange for those goods or services. Collectively, we refer to Topic 606 as the “new standard.”

 

We adopted the requirements of the new standard as of December 23, 2019. The impact of adopting the new standard had no impact on our fiscal 2019 financial statements as revenues is not material and resulted in no cumulative effect adjustment on net income or cash flows. Upon adoption, the Company recorded no contract assets and no contract liabilities.


7


MYCOTOPIA THERAPIES INC.

NOTES TO FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)


2.GOING CONCERN 

 

The accompanying financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and classification of liabilities and commitments in the normal course of business. The accompanying financial statements do not reflect any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classifications of liabilities that might result if the Company is unable to continue as a going concern.

 

Through December 31, 2019, the Company has incurred an accumulated deficit of $220, as a result of expenses incurred to form the Company. Although, the Company had no cash as of December 31, 2019, it does not require substantial funds to implement its business plans. In February and March 2020, the Company was received an aggregate of $125,000 from a related party to fund any operations. Due to the Company’s limited operating history and funding by a related party, these conditions raise substantial doubt about the Company’s ability to continue as a going concern.

 

3.COMMITMENTS AND CONTINGENCIES 

 

As of December 31, 2019, there were no commitments or contingencies.

 

4.STOCKHOLDER’S EQUITY (DEFICIT) 

 

Upon formation, on December 23, 2019, the Company has total authorized 10,000,000 shares of no-par value common stock and issued 1,000,000 shares of common stock to Ehave, Inc. (“Ehave”), its parent company. These shares issued represent all of the outstanding shares of the Company.

 

5.SUBSEQUENT EVENTS 

 

On February 14, 2020, the Company entered into an unsecured promissory note for the principal sum of $25,000 with Ehave. The note carries an annual interest rate of 1.75% and matures on February 14, 2022.

 

On March 16, 2020, the Company entered into an unsecured promissory note for the principal sum of $100,000 with Ehave. The note carries an annual interest rate of 1.75% and matures on March 16, 2022.

 

On December 27, 2020, Ehave entered into a Stock Purchase Agreement with 20/20 Global, Inc. (“20/20 Global”) to sell its 1,000,000 shares of Mycotopia common stock to become the wholly owned subsidiary of 20/20 Global with additional stock exchange considerations whereby Ehave will have control of 20/20 Global. In accordance with the terms of the agreement, Ehave will transfer 1,050,000 shares of PsyTech to Mycotopia. The transaction was scheduled to close on January 4, 2021; however, the close is pending subject to 20/20 Global’s receipt of the financial statements required by Item 201.


8


Exhibit 99.02

 

 

MYCOTOPIA THERAPIES INC.

FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020

 

 

INDEX TO

FINANCIAL STATEMENTS

 

 

 

Page

Balance Sheets as of September 30, 2020 and December 31, 2019

1

 

 

Statement of Operations for the Three and Nine Months Ended September 30, 2020

2

 

 

Statement of Changes in Stockholder’s Equity from December 31, 2019 to September 30, 2020

3

 

 

Statement of Cash Flows for Nine Months Ended September 30, 2020

4

 

 

Notes to Financial Statements

5




 

MYCOTOPIA THERAPIES INC.

BALANCE SHEETS

(Unaudited)

 

 

 

 

 

 

 

September 30, 2020

 

December 31, 2019

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

Cash

$

          117,933

 

$

                      -

 

 

 

 

 

 

Total Assets

$

          117,933

 

$

                      -

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDER'S EQUITY

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

$

              1,444

 

$

                 220

 

 

 

 

 

 

Total Current Liabilities

 

              1,444

 

 

                 220

 

 

 

 

 

 

Notes payable, related party

 

          125,000

 

 

                      -

 

 

 

 

 

 

Total Liabilities

 

          126,444

 

 

                 220

 

 

 

 

 

 

Stockholder's equity

 

 

 

 

 

Common stock, no par value; 10,000,000 shares authorized, and 1,000,000 shares issued and outstanding

 

                          -

 

 

                          -

Additional paid-in capital

 

                      -

 

 

                      -

Accumulated (deficit)

 

           (8,511)

 

 

              (220)

Total Stockholder's Equity

 

          (8,511)

 

 

              (220)

 

 

 

 

 

 

Total Liabilities and Stockholder's Equity

$

        117,933

 

$

                     -

 

 

 

 

 

 

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


1



MYCOTOPIA THERAPIES INC.

STATEMENTS OF OPERATIONS

(Unaudited)

 

 

 

 

 

 

 

For the Three

Months Ended

 

For the Nine Months Ended

 

September 30, 2020

 

September 30, 2020

 

 

 

 

 

 

Revenues

$

                          -

 

$

                          -

General and administrative

 

                   2,356

 

 

                  7,067

Loss from operations

 

                    (2,356)

 

 

                (7,067)

 

 

 

 

 

 

Other expenses

 

 

 

 

 

Interest expense

 

                       (551)

 

 

                 (1,224)

 

 

 

 

 

 

Net loss before provision for income taxes

 

                    (2,907)

 

 

                 (8,291)

Provision for income taxes

 

                             -

 

 

                          -

Net Loss

$

                    (2,907)

 

$

                 (8,291)

 

 

 

 

 

 

Basic and diluted loss per share

$

                      (0.00)

 

$

                  (0.01)

 

 

 

 

 

 

Average number of common shares outstanding - basic and diluted

 

               1,000,000

 

 

           1,000,000

 

 

 

 

 

 

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


2



MYCOTOPIA THERAPIES INC.

STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

Additional

 

Accumulated

 

 

 

 

 

Shares

 

Amount

 

Paid-In Capital

 

Deficit

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2019

         1,000,000

 

$                    -

 

$                    -

 

$              (220)

 

                (220)

 

Net loss

 

                     -

 

                      -

 

                      -

 

              (8,291)

 

              (8,291)

Balance, September 30, 2020

         1,000,000

 

$                    -

 

$                    -

 

$            (8,511)

 

$            (8,511)

 

 

 

 

 

 

 

 

 

 

 

 

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


3



MYCOTOPIA THERAPIES INC.

STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

 

 

For the Nine Months Ended

 

September 30, 2020

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

Net loss

$

                        (8,291)

Adjustment to reconcile change in net loss to net
cash used in operating activities:

 

 

Accounts payable and accrued expenses

 

                         1,224

NET CASH USED IN OPERATING ACTIVITIES

 

                        (7,067)

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

Proceeds from notes payable, related party

 

                      125,000

NET CASH PROVIDED BY FINANCING ACTIVITIES

 

                      125,000

 

 

 

Net increase in cash and cash equivalents

 

                      117,933

 

 

 

Cash and cash equivalents, beginning of period

 

                                -

 

 

 

Cash and cash equivalents, end of year

$

                      117,933

 

 

 

SUPPLEMENTAL CASH FLOW INFORMATION:

 

 

Cash paid for interest

$

                                -

Cash paid for taxes

$

                                -

 

 

 

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


4



MYCOTOPIA THERAPIES INC.

NOTES TO FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

 

 

1.ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 

 

Organization and General Description of Business

 

Mycotopia Therapies Inc. (“Mycotopia”) was incorporated in the state of Florida on December 23, 2019. The Company focuses on helping you heal and reclaim your life. Your journey of healing is an understanding of the causes and works to mental wellness through psychedelic enhanced psychotherapy, integrated with a professional team of mental wellness practitioners and cutting-edge technology. Psychedelic therapy is a holistic and spiritual approach providing healing the Company believes it and has shown successful treatment for many years.

 

The COVID-19 outbreak, which surfaced in Wuhan, China in December 2019 and which was subsequently declared a pandemic by the World Health Organization in March 2020, has had a pronounced effect on the domestic and global economies. Although the Company’s business has not been materially adversely impacted by the recent COVID-19 outbreak, it can be materially adversely impacted in the future. The extent of the impact of COVID-19 on the Company’s business, financial results, liquidity and cash flows will depend largely on future developments, including new information that may emerge concerning the severity and action taken to contain or prevent further spread within the U.S. and the related impact on consumer confidence and spending, all of which are highly uncertain and cannot be predicted.

 

Basis of Presentation

 

The accompanying unaudited condensed consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring adjustment) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year.

 

Use of Estimates

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results may differ from those estimates.

 

Income Taxes

 

The Company accounts for income taxes using an asset and liability approach, which allows for the recognition of deferred tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The accounting for deferred income tax calculation represents management’s best estimate on the most likely future tax consequences of events that have been recognized in the financial statements or tax returns and related future anticipation. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future realization is uncertain. As of December 31, 2019, there were no accruals for uncertain tax positions.


5



MYCOTOPIA THERAPIES INC.

NOTES TO FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

 

 

The Company has adopted guidance issued by the FASB that clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold of more likely than not and a measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. In making this assessment, a company must determine whether it is more likely than not that a tax position will be sustained upon examination, based solely on the technical merits of the position and must assume that the tax position will be examined by taxing authorities. The Company’s policy is to include interest and penalties related to unrecognized tax benefits in income tax expense. The Company had no accrual for interest or penalties as of September 30, 2020.

 

Recently Issued Accounting Standards

 

In March 2016, the FASB issued ASU 2016-02, Leases, which supersedes ASC Topic 840, Leases, and sets forth the principles for the recognition, measurement, presentation, and disclosure of leases for both lessees and lessors. ASU 2016- 02 requires lessees to classify leases as either finance or operating leases and to record on the balance sheet a right-of-use asset and a lease liability, equal to the present value of the remaining lease payments, for all leases with a term greater than 12 months regardless of the lease classification. The lease classification will determine whether the lease expense is recognized based on an effective interest rate method or a straight-line basis over the term of the lease. ASU 2016-02 is effective for use beginning January 1, 2019 and adopted. Entities are required to use a modified retrospective transition method for existing leases. The Company has no lease commitments and has determined there is no impact from this guidance on our financial statements.

 

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”) and also issued subsequent amendments to the initial guidance: ASU 2018-19, ASU 2019-04, and ASU 2019-05 (collectively, “Topic 326”). Topic 326 requires measurement and recognition of expected credit losses for financial assets held. The Company will be required to adopt this ASU for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The adoption of Topic 326 is not expected to have a material on the Company’s financial statements and financial statement disclosures.

 

In August 2020, the FASB issued ASU No. 2020-06 (“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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.” ASU 2020-06 will simplify the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models will result in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU 2020-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. ASU 2020-06 will be effective January 1, 2024, for the Company. Early adoption is permitted, but no earlier than January 1, 2021, including interim periods within that year. The adoption of Topic 2020-06 is not expected to have a material on the Company’s financial statements and financial statement disclosures.


6



MYCOTOPIA THERAPIES INC.

NOTES TO FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

 

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (“Topic 606”). Topic 606 supersedes the revenue recognition requirements in ASC Topic 605, Revenue Recognition (“Topic 605”), and requires the recognition of revenue when promised goods or services are transferred to customers in an amount that reflects the considerations to which the entity expects to be entitled to in exchange for those goods or services. Collectively, we refer to Topic 606 as the “new standard.”

 

We adopted the requirements of the new standard as of December 23, 2019. The impact of adopting the new standard had no impact on our fiscal 2019 financial statements as revenues is not material and resulted in no cumulative effect adjustment on net income or cash flows. Upon adoption, the Company recorded no contract assets and no contract liabilities.

 

2.GOING CONCERN 

 

The accompanying financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and classification of liabilities and commitments in the normal course of business. The accompanying financial statements do not reflect any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classifications of liabilities that might result if the Company is unable to continue as a going concern.

 

Through September 30, 2020, the Company has incurred an accumulated deficit of $8,511, as a result of expenses incurred from consulting fees and interest on related party notes payable. As of September 30, 2020, the Company had $117,933 in cash and it does not require substantial funds to implement its business plans. In February and March 2020, the Company received an aggregate of $125,000 from a related party to fund its operations. Due to the Company’s limited operating history and funding by a related party, these conditions raise substantial doubt about the Company’s ability to continue as a going concern.

 

3.COMMITMENTS AND CONTINGENCIES 

 

As of September 30, 2020, there were no commitments or contingencies.

 

4.NOTES PAYABLE, RELATED PARTY 

 

On February 14, 2020, the Company entered into an unsecured promissory note for the principal sum of $25,000 with Ehave, Inc. (“Ehave), its parent company. The note carries an annual interest rate of 1.75% and matures on February 14, 2022.

 

On March 16, 2020, the Company entered into an unsecured promissory note for the principal sum of $100,000 with Ehave. The note carries an annual interest rate of 1.75% and matures on March 16, 2022.

 

5.STOCKHOLDER’S EQUITY (DEFICIT) 

 

Upon formation, on December 23, 2019, the Company has total authorized 10,000,000 shares of no-par value common stock and issued 1,000,000 shares of common stock to Ehave. These shares issued represent all of the outstanding shares of the Company.


7



MYCOTOPIA THERAPIES INC.

NOTES TO FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

 

 

6.SUBSEQUENT EVENTS 

 

On December 27, 2020, Ehave entered into a Stock Purchase Agreement with 20/20 Global, Inc. (“20/20 Global”) to sell its 1,000,000 shares of Mycotopia common stock to become the wholly owned subsidiary of 20/20 Global with additional stock exchange considerations whereby Ehave will have control of 20/20 Global. In accordance with the terms of the agreement, Ehave will transfer 1,050,000 shares of PsychedeliTech Inc. to Mycotopia. The transaction was scheduled to close on January 4, 2021; however, the close is pending subject to the filing a super Form 8-K by 20/20 Global.


8


Exhibit 99.03

 

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA OF 20/20 GLOBAL, INC.

 

The following unaudited pro forma combined condensed balance sheets and the unaudited pro forma combined condensed statements of operations is based on the separate historical balance sheet and statement of operations of 20/20 Global, Inc. and Mycotopia Therapies Inc. after giving effect to the acquisition. The unaudited pro forma combined condensed balance sheet as of December 31, 2019 and September 30, 2020 and the unaudited pro forma combined condensed statements of operations for the year ended December 31, 2019, and the three and nine months ended September 30, 2020 is presented as if the acquisition had occurred on January 1, 2019 and combines the historical results of 20/20 Global, Inc. and Mycotopia Therapies Inc. for periods then ended.

 

The unaudited pro forma combined condensed balance sheet and the unaudited pro forma combined condensed statement of operations is provided for informational purposes only. The unaudited pro forma combined condensed balance sheet and the unaudited pro forma combined condensed statement of operations is not necessarily, and should not be assumed to be, an indication of the results that would have been achieved had the acquisition been completed as of the dates indicated or that may be achieved in the future and should not be taken as representative of future consolidated results of operations or financial condition of the Company. Furthermore, no effect has been given in the unaudited pro forma combined condensed balance sheet and the unaudited pro forma combined condensed statement of operations for synergistic benefits and potential cost savings, if any, that may be realized through the combination of the two companies or the costs that may be incurred in integrating their operations.

 


1



20/20 Global, Inc.

Pro Forma Condensed Combined Balance Sheet

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Historical

 

 

 

 

 

 

Pro Forma

 

As of December 31, 2019

 

 

20/20 Global, Inc.

 

 

Mycotopia Therapies Inc.

 

 

Adjustments

 

Combined Balance Sheet

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

 

 

 

 

Cash

$

 209,164

 

$

                                           -

 

 

$

                                      -

 

$

                               209,164

Prepaid expenses and other current assets

 

          7,606

 

 

                                           -

 

 

 

                                      -

 

 

                                   7,606

Other deposits and receivables

 

                    50,100

 

 

                                           -

 

 

 

                                      -

 

 

                                 50,100

Note receivable

 

                      1,000

 

 

                                           -

 

 

 

                                      -

 

 

                                   1,000

Assets of discontinued operations

 

                  946,715

 

 

                                           -

 

A

 

                         (350,000)

 

 

                               596,715

Total current assets

 

               1,214,585

 

 

                                           -

 

 

 

 

 

 

                               864,585

 

 

 

 

 

 

 

 

 

 

 

 

 

Property, plant and equipment, net

 

                         548

 

 

                                           -

 

 

 

                                      -

 

 

                                      548

Investment in PsyTech Inc.

 

                             -

 

 

                                           -

 

B

 

                          210,000

 

 

                               210,000

Goodwill

 

                             -

 

 

                                           -

 

A

 

                          350,220

 

 

                               350,220

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

$

               1,215,133

 

$

                                           -

 

 

$

                          210,220

 

$

                            1,425,353

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

$

                    55,967

 

$

                                      220

 

 

$

                                      -

 

$

                                 56,187

Liabilities of discontinued operations

 

                  507,263

 

 

                                           -

 

 

 

                                      -

 

 

                               507,263

 

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities

 

                  563,230

 

 

                                      220

 

 

 

                                      -

 

 

                               563,450

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders' equity

 

 

 

 

 

 

 

 

 

 

 

 

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, 12,425,420 shares issued and outstanding as of December 31, 2019

 

                    12,425

 

 

                                           -

 

 

 

                                      -

 

 

                                 12,425

Additional paid-in capital

 

                    26,246

 

 

                                           -

 

B

 

                          210,000

 

 

                               236,246

Retained earnings

 

                  613,232

 

 

                                     (220)

 

A

 

                                 220

 

 

                               613,232

Total stockholders' equity

 

                  651,903

 

 

                                     (220)

 

 

 

                          210,220

 

 

                               861,903

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

$

               1,215,133

 

$

                                           -

 

 

$

                          210,220

 

$

                            1,425,353


2



20/20 Global, Inc.

Pro Forma Condensed Combined Income Statement

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

Historical

 

 

Pro Forma

 

For the Year Ended December 31, 2019

 

 

20/20 Global, Inc.

 

 

Mycotopia Therapies Inc.

 

 

 

Combined Income Statement

 

 

 

 

 

 

 

 

 

 

Revenue

$

                             -

 

$

                                           -

 

 

$

                                                 -

Cost of revenues

 

                             -

 

 

                                           -

 

 

 

                                                 -

Gross profit

 

                             -

 

 

                                           -

 

 

 

                                                 -

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

General and administrative expenses

 

                  123,576

 

 

                                      220

 

 

 

                                      123,796

Salaries and wages

 

                  119,298

 

 

                                           -

 

 

 

                                      119,298

Taxes - payroll

 

                      8,844

 

 

                                           -

 

 

 

                                          8,844

Total operating expenses

 

                  251,718

 

 

                                      220

 

 

 

                                      251,938

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

                (251,718)

 

 

                                     (220)

 

 

 

                                    (251,938)

 

 

 

 

 

 

 

 

 

 

Other income:

 

 

 

 

 

 

 

 

 

Interest income

 

                    16,253

 

 

                                           -

 

 

 

                                        16,253

Interest expense

 

                           (8)

 

 

                                           -

 

 

 

                                               (8)

Other income

 

                    22,251

 

 

                                           -

 

 

 

                                        22,251

Loss on legal settlement

 

                  (40,000)

 

 

                                           -

 

 

 

                                      (40,000)

Total other income (expense)

 

                    (1,504)

 

 

                                           -

 

 

 

                                        (1,504)

 

 

 

 

 

 

 

 

 

 

Net loss before provision for income tax

 

                (253,222)

 

 

                                     (220)

 

 

 

                                    (253,442)

Provision for income tax expense

 

                             -

 

 

                                           -

 

 

 

                                                 -

Net loss from continuing operations

 

                (253,222)

 

 

                                     (220)

 

 

 

                                    (253,442)

Net income from discontinued operations, net of tax

 

                  258,025

 

 

                                           -

 

 

 

                                      258,025

Net (loss) income

$

                      4,803

 

$

                                     (220)

 

 

$

                                          4,583

 

 

 

 

 

 

 

 

 

 

Basic and fully diluted loss per share from continuing operations

$

                      (0.02)

 

$

                                    (0.00)

 

 

$

                                          (0.02)

Basic and fully diluted earnings per share from discontinued operations

$

                        0.02

 

$

                                         -   

 

 

$

                                            0.02

Basic and fully diluted earnings per share

$

                        0.00

 

$

                                    (0.00)

 

 

$

                                            0.00

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding - basic and diluted

 

             12,425,420

 

 

                            1,000,000

 

 

 

                                 12,425,420


3



20/20 Global, Inc.

Pro Forma Condensed Combined Balance Sheet

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Historical

 

 

 

 

 

 

Pro Forma

 

 

As of September 30, 2020

 

 

20/20 Global, Inc.

 

 

Mycotopia Therapies Inc.

 

 

 

Adjustments

 

 

Combined Balance Sheet

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

 

 

 

 

Cash

$

                    51,874

 

$

                               117,933

 

 

$

                                           -

 

$

                               169,807

Other deposits and receivables

 

                    48,096

 

 

                                           -

 

 

 

                                           -

 

 

                                 48,096

Assets of discontinued operations

 

                  384,807

 

 

                                           -

 

A

 

                              (350,000)

 

 

                                 34,807

Total current assets

 

                  484,777

 

 

                               117,933

 

 

 

 

 

 

                               252,710

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment in PsyTech

 

                             -

 

 

                                           -

 

B

 

                               210,000

 

 

                               210,000

Goodwill

 

                             -

 

 

                                           -

 

A

 

                               358,511

 

 

                               358,511

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

$

                  484,777

 

$

                               117,933

 

 

$

                               218,511

 

$

                               821,221

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

$

                      1,149

 

$

                                   1,444

 

 

$

                                           -

 

$

                                   2,593

Total current liabilities

 

                      1,149

 

 

                                   1,444

 

 

 

 

 

 

                                   2,593

 

 

 

 

 

 

 

 

 

 

 

 

 

Notes payable, related party

 

                             -

 

 

                               125,000

 

 

 

                                           -

 

 

                               125,000

 

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities

 

                      1,149

 

 

                               126,444

 

 

 

                                           -

 

 

                               127,593

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders' equity

 

 

 

 

 

 

 

 

 

 

 

 

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, 12,925,420 shares issued and outstanding as of December 31, 2019

 

                    12,925

 

 

                                           -

 

 

 

                                           -

 

 

                                 12,925

Additional paid-in capital

 

                    50,746

 

 

                                           -

 

B

 

                               210,000

 

 

                               260,746

Retained earnings

 

                  419,957

 

 

                                  (8,511)

 

A

 

              8,511

 

 

         419,957

Total stockholders' equity

 

                  483,628

 

 

                                  (8,511)

 

 

 

                               218,511

 

 

                               693,628

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

$

                  484,777

 

$

                               117,933

 

 

$

                               218,511

 

$

                               821,221


4



20/20 Global, Inc.

Pro Forma Condensed Combined Income Statement for the three months ended September 30, 2020

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Historical

 

 

Pro Forma

 

 

For the three months ending September 30, 2020

 

 

20/20 Global, Inc.

 

 

Mycotopia Therapies Inc.

 

 

 

Combined Income Statement

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

General and administrative expenses

$

                    24,013

 

$

                                   2,356

 

 

$

                                        26,369

Consulting - related party

 

                    25,000

 

 

                                           -

 

 

 

                                        25,000

Total operating expenses

 

                    49,013

 

 

                                   2,356

 

 

 

                                        51,369

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

                  (49,013)

 

 

                                  (2,356)

 

 

 

                                      (51,369)

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

 

Interest income

 

                         280

 

 

                                           -

 

 

 

                                             280

Interest expense

 

                             -

 

 

                                     (551)

 

 

 

                                           (551)

Total other income (expense)

 

                         280

 

 

                                     (551)

 

 

 

                                           (271)

 

 

 

 

 

 

 

 

 

 

Net loss before provision for income tax

 

                  (48,733)

 

 

                                  (2,907)

 

 

 

                                      (51,640)

Provision for income tax expense

 

                             -

 

 

                                           -

 

 

 

                                                 -

Net loss from continuing operations

 

                  (48,733)

 

 

                                  (2,907)

 

 

 

                                      (51,640)

Net (loss) income from discontinued operations before provision for income tax

 

                  (30,324)

 

 

                                           -

 

 

 

                                      (30,324)

Provision for income tax expense from discontinued operations

 

                             -

 

 

                                           -

 

 

 

                                                 -

Net (loss) income from discontinued operations

 

                  (30,324)

 

 

                                           -

 

 

 

                                      (30,324)

Net (loss) income

 

                  (79,057)

 

 

                                  (2,907)

 

 

 

                                      (81,964)

 

 

 

 

 

 

 

 

 

 

Basic and fully diluted earnings per share from continuing operations

$

                      (0.00)

 

$

                                    (0.00)

 

 

$

                                          (0.00)

Basic and fully diluted (loss) earnings per share from discontinued operations

$

                      (0.00)

 

$

                                         -   

 

 

$

                                          (0.00)

Basic and fully diluted (loss) earnings per share

$

                      (0.01)

 

$

                                    (0.00)

 

 

$

                                          (0.01)

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding - basic and diluted

 

             12,816,724

 

 

                            1,000,000

 

 

 

                                 12,816,724


5



20/20 Global, Inc.

Pro Forma Condensed Combined Income Statement for the nine months ended September 30, 2020

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Historical

 

 

Pro Forma

 

 

For the nine months ending September 30, 2020

 

 

20/20 Global, Inc.

 

 

Mycotopia Therapies Inc.

 

 

Combined Income Statement

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

General and administrative expenses

$

                    85,448

 

$

                                   7,067

 

$

                                        92,515

Consulting - related party

 

                    25,000

 

 

                                           -

 

 

                                        25,000

Total operating expenses

 

                  110,448

 

 

                                   7,067

 

 

                                      117,515

 

 

 

 

 

 

 

 

 

Loss from operations

 

                (110,448)

 

 

                                  (7,067)

 

 

                                    (117,515)

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

Interest income

 

                      2,143

 

 

                                           -

 

 

                                          2,143

Interest expense

 

                             -

 

 

                                  (1,224)

 

 

                                        (1,224)

Total other income (expense)

 

                      2,143

 

 

                                  (1,224)

 

 

                                             919

 

 

 

 

 

 

 

 

 

Net loss before provision for income tax

 

                (108,305)

 

 

                                  (8,291)

 

 

                                    (116,596)

Provision for income tax expense

 

                             -

 

 

                                           -

 

 

                                                 -

Net loss from continuing operations

 

                (108,305)

 

 

                                  (8,291)

 

 

                                    (116,596)

Net (loss) income from discontinued operations before provision for income tax

 

                  (84,970)

 

 

                                           -

 

 

                                      (84,970)

Provision for income tax expense from discontinued operations

 

                             -

 

 

                                           -

 

 

                                                 -

Net (loss) income from discontinued operations

 

                  (84,970)

 

 

                                           -

 

 

                                      (84,970)

Net (loss) income

 

                (193,275)

 

 

                                  (8,291)

 

 

                                    (201,566)

 

 

 

 

 

 

 

 

 

Basic and fully diluted earnings per share from continuing operations

$

                      (0.01)

 

$

                                    (0.01)

 

$

                                          (0.01)

Basic and fully diluted (loss) earnings per share from discontinued operations

$

                      (0.01)

 

$

                                         -   

 

$

                                          (0.01)

Basic and fully diluted (loss) earnings per share

$

                      (0.02)

 

$

                                    (0.01)

 

$

                                          (0.02)

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding - basic and diluted

 

             12,556,807

 

 

                            1,000,000

 

 

                                 12,556,807


6



Note 1 – Basis of Pro Forma Presentation

 

The acquisition was accounted for under the purchase method of accounting in accordance with ASC 805. The fair value of assets acquired and liabilities assumed was based upon a preliminary valuation and the Company’s estimates and assumptions are subject to change within the measurement period. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates.

 

The unaudited pro forma condensed combined balance sheets as of December 31, 2019 are derived from our audited balance sheet and the audited balance sheet of Mycotopia Therapies Inc., in each case as of December 31, 2019.

 

The unaudited pro forma condensed combined balance sheets as of September 30, 2020 are derived from our unaudited balance sheet and the unaudited balance sheet of Mycotopia Therapies Inc., in each case as of September 30, 2020.

 

The unaudited pro forma condensed combined income statements for the year ending December 31, 2019 are derived from our audited statement of operations and the audited statement of operations of Mycotopia Therapies Inc., in each case for the year ending December 31, 2019.

 

The unaudited pro forma condensed combined income statements for the three and nine months ending September 30, 2020 are derived from our unaudited statement of operations and the unaudited statement of operations of Mycotopia Therapies Inc., in each case for the three and nine months ending September 30, 2020.

 

Note 2 – Pro Forma Adjustments

 

The following pro forma adjustments are included in the Company’s unaudited pro forma combined financial information:

 

A.To record the cash component of the consideration paid for Mycotopia Therapies Inc. and the preliminary fair value of goodwill in connection with the acquisition. 

 

B.To record the preliminary fair value of the acquisition of PsychedeliTech, Inc., an Ontario corporation (“PsyTech”). In accordance with the terms of the acquisition, Ehave will transfer 1,050,000 shares of PsyTech to Mycotopia.  


7



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