UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): ~~March~~July 2129, 2024

MYCOTOPIA THERAPIES, INC.

(Exact name of registrant as specified in its charter)

Nevada		000-56022		87-0645794
(State of Incorporation)		(Commission File Number)		(IRS Employer ID No.)

100 SE 2nd St, Suite 2000

Miami, Florida 33131

(Address of Principal Executive Offices)

(954) 233-3511

(Registrant's Telephone Number including Area Code)

(Former name or 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 registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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 41.01 ~~Changes~~Entry ininto ~~Registrant’s~~a ~~Certifying~~Material ~~Accountant~~Definitive Agreement.

On ~~March~~July 2129, 2024, the Mycotopia ~~Therapies,~~ Inc. (the “Company”) ~~was~~entered ~~notified~~into byan ~~its~~Exchange ~~independent~~Agreement ~~registered~~with ~~public~~Ehave ~~accounting firm~~Inc., ~~Pinnacle~~its ~~Accountancy~~largest ~~Group of Utah (“Pinnacle”) that they were resigning. During the fiscal year ended December 31~~shareholder, ~~2022,~~whereby ~~and~~Ehave ~~the~~exchanged ~~quarterly periods through September 30~~9, ~~2023~~793,754 ~~there~~shares ~~were~~of ~~no (i) disagreements between the~~ Company ~~and~~common ~~Pinnacle~~stock onfor ~~any~~1 ~~matter~~share of accounting principles or practices, financial statement disclosure or auditing scope or procedure, any of which, if not resolved to Pinnacle’s satisfaction, would have caused Pinnacle to make reference thereto in its audit report on the ~~financial~~newly ~~statements~~designated ofSeries ~~the~~A ~~Company~~Super ~~for~~Voting ~~such~~Stock ~~period, or~~ (~~ii)~~“Series ~~reportable~~A ~~events~~Preferred” ~~within the meaning of Item 304(a~~)~~(1)(v) of Regulation S-K~~. ~~There were no disputes or disagreements between the Company and Pinnacle during the time it was the Company’s independent registered public accounting firm through the date of resignation.~~

The ~~Company~~holder ~~provided~~of ~~Pinnacle~~the ~~with~~Series A aPreferred ~~copy~~is entitled to cast that number of ~~this~~votes ~~disclosure~~on ~~before~~all ~~its~~matters ~~filing~~presented ~~with~~for stockholder vote to the ~~SEC.~~stockholders ~~The~~of ~~Company~~the ~~requested~~Corporation that ~~Heaton~~when ~~provide~~taking usinto ~~with~~account athe ~~letter~~votes ~~addressed~~entitled to be cast by the ~~SEC~~Series ~~stating~~A ~~whether~~Preferred orstockholder ~~not~~is itequal ~~agrees~~to seventy-five percent (75%) of the total shares authorized to vote on such matter(s) and such holder shall vote along with holders of the ~~above~~Corporation’s ~~statements~~Common Stock on such matters. ~~That~~The ~~letter~~number isof ~~attached~~votes ~~hereto~~that asthe ~~Exhibit~~holder ~~16.1.~~of the Series A Preferred shares shall be entitled to cast on a matter at any time shall be determined pursuant to the following formula:

~~New~~X ~~Independent~~= ~~Registered~~3 ~~Public~~x ~~Accounting~~Y ~~Firm~~where

~~The~~X ~~Company’s~~is ~~Board~~the oftotal ~~Directors~~number ~~appointed Fruci & Associates II, PLLC (“Fruci”) as its new independent registered public accounting firm, effective as~~ of ~~March~~votes ~~21,~~that ~~2024. During~~ the ~~two~~holder ~~most recent fiscal years and through the date~~ of the ~~Company’s~~Series ~~engagement~~A ofPreferred ~~Fruci,~~share ~~the~~is ~~Company~~entitled ~~did not consult with Fruci regarding either (1) the application of accounting principles~~ to acast ~~specified transaction, either completed or proposed, or the type of audit opinion that might be rendered~~ on ~~the Company’s financial statements, or (2)~~ any matter ~~that~~presented ~~was~~to ~~either~~stockholders ~~the subject~~ of athe ~~disagreement (as defined in Regulation S-K Item 304(a)(1)(v))~~Corporation, ~~during~~and ~~the two most recent fiscal years.~~

~~Prior~~Y tois ~~engaging Fruci, Fruci did not provide~~ the ~~Company~~total ~~with~~number ~~either~~of ~~written~~authorized orshares ~~oral~~of ~~advice that was an important factor considered by~~ the ~~Company~~Corporation inoutstanding ~~reaching~~and aauthorized ~~decision~~ to ~~engage~~vote ~~Heaton~~on asthe ~~its independent accounting firm~~matter.

Additionally, the Series A Preferred Stock is convertible into 9,793,754 shares of Company common stock at the option of the holder.

The description of the designation of the Series A Preferred stock and the Exchange Agreement contained herein are each qualified in their entirety by reference to the designation for the Series A Preferred and the Exchange Agreement attached hereto as exhibits.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 24, 2024, the Board of Directors of the Company approved the designation of the Series A Super Voting Stock, the Exchange Agreement with Ehave, Inc., and an amendment to the Company’s articles of incorporation increasing the number of authorized shares of common stock to 467,000,000 (Four Hundred Sixty-Seven Million). The designation of the Series A Preferred and the amendment increasing the authorized common stock were filed with the state of Nevada on August 8, 2024.

The description of the designation of the Series A Preferred stock contained herein is qualified in its entirety the by reference to the designation for the Series A Preferred attached hereto as an exhibit.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

Exhibit No.		Description
16.1		Letter from Pinnacle Accountancy Group of Utah
3.1		Amendment to Articles of Incorporation Increasing Authorized
3.2		Designation of Series A Super Voting Preferred Stock
10.1		Exchange Agreement with Ehave Inc.

SIGNATURES

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

		Mycotopia Therapies, Inc.
		a Nevada corporation
Date: March 27, 2024		By: /s/Ben Kaplan
Date: August 20, 2024		By: /s/Ben Kaplan
		Name: Ben Kaplan
		Title: Chief Executive Officer and Principal Accounting Officer

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