FUNI

New in FY2025

• As a result of recurring net losses and insufficient cash reserves, our independent certified public accountant has added a paragraph to its report on our financial statements for the year ended September 30, 2025 raising substantial doubt about our ability to continue as a going concern.
• We sold the assets of this business in 2024, and recently positioned our business to develop and sell an accelerator device for the production of functional mushrooms.
• We plan to continue the development of the Hypha Micropearl accelerator over the next twelve months with the goal of commercializing the device by the end of calendar year 2026.
• In order to create and expand our customer base, we will need to appeal to and acquire customers who have not historically consumed functional mushrooms or used an accelerator device to grow these mushrooms.
• To do this, we must continue to provide our customers and potential customers with a unified, convenient, efficient and differentiated shopping experience by: ● providing imagery, tools and technology that attract customers who historically would not have purchased our mushroom products; ● maintaining a high-quality and diverse portfolio of nutrient and mycelium products to be used with the accelerator device to encourage repeat sales from existing customers; ● delivering products on time and without damage; and ● maintaining and further developing our online and mobile platforms.
• TM The Company may not be successful in developing the Hypha Micropearl accelerator and introducing any new and improved models of the device.
• We plan to continue the design, development and testing of the Hypha Micropearl accelerator over the next twelve months.
• If the accelerator performs as expected, of which there can be no assurance, we will introduce it into the marketplace.
• The introduction of the initial Hypha Micropearl accelerator will require substantial expenditures for advertising and marketing to gain marketplace recognition.
• Further, after the introduction and sale of the initial Hypha Micropearl accelerator, the ability to develop new and improved devices will be important to our long-term success.
• There is no guarantee that we will be successful in developing products necessary to compete effectively in the functional mushroom industry or that we will be successful in advertising, marketing and selling the accelerator or any new products.
• Inflation in the United States has recently declined, but it is uncertain that it will remain at its current reduced level in the near-term.
• Consumer spending may be affected by many factors outside of the Company’s control, including general economic conditions; consumer disposable income; consumer confidence and perception of economic conditions, in part as a result of the trade policies of the U.S. government; the threat or outbreak of war, terrorism or public unrest (including, without limitation, the conflicts in Ukraine and the Middle East) which may cause supply chain disruptions, increase fuel costs and transportation costs, and create general economic instability; wage and unemployment levels; consumer debt and inflationary pressures; the costs of basic necessities and other goods; effects of weather and natural disasters caused by climate change or otherwise; and epidemics, contagious disease outbreaks, and other public health concerns including the COVID-19 pandemic.
• We may choose to rely upon manufacturers based in outside the United States, including China, and their operations are subject to risks associated with business operations in those countries as well as trade policies of the U.S. government.
• Our current plan is to manufacture the Hypha Micropearl accelerator outside the United States to reduce manufacturing costs.
• Although we have not yet identified a manufacturer for our products, nor have we entered into an arrangement with any entity in a foreign country to manufacture our products, we may decide to manufacture the accelerator in mainland China or another foreign country.
• In addition, the trade policies of the U.S. government, in particular, and the tariffs imposed on goods manufactured in China and other foreign countries, may cause the cost to manufacture in a foreign country and ship our products to customers in the Unites States to be cost prohibitive.
• The Chinese government had intended that economic development would follow the model of a market economy.
• Under this direction, we had anticipated that China would continue to strengthen its economic and trading relationships with foreign countries and business development in China would follow market forces.
• Given the current uncertainty of the global trading markets, we cannot assure you that this will be the case.
• Although the Chinese government has been pursuing economic reform policies for more than two decades, we cannot assure you that the government will continue to pursue such policies or that such policies may not be significantly altered, especially in the event of a change in leadership, social or political disruption, or other circumstances affecting China’s political, economic, and social environment or in response to U.S. trade policies.
• We may rely on a limited number of suppliers, or in some cases, a single supplier, for some of the components of our Hypha Micropearl accelerator, such as the cartridges, and may not be able to find replacements or immediately transition to alternative suppliers We intend to source components, such as the cartridges, for the Hypha Micropearl accelerator from third parties.
• Although we do not believe there are any other companies developing an accelerator device to produce functional mushrooms in the home, we do believe that there is ongoing research into the medical properties and applications of various mushroom species for personal care and pharmaceuticals which continues to promote the development of new functional mushroom-based products.
• The new facility consists of two 10,000-square-foot facilities with ten growing rooms producing approximately 2,000 kilograms of dried psilocybin mushrooms a month.
• If we are unable to protect our brand, including our trademarks, our business can be materially and adversely affected.
• We are currently using the trademark Micropearls with respect to our accelerator device and intend to introduce this product into the marketplace with this trademark.
• Our common stock is currently eligible for quotation on the OTCQB, however trading to date has been limited.
• If activity in the market for shares of our common stock does not increase, purchasers of our shares or those who receive shares upon conversion of our Series D Preferred Stock or exercise of warrants may find it difficult to sell their shares.
• The OTCQB is often characterized by low trading volume and significant price fluctuations.
• We have outstanding shares of preferred stock with rights and preferences superior to those of our Series D Preferred Stock and common stock.
• The issued and outstanding shares of Series A Convertible Preferred Stock and Series B Preferred Stock grant the holders of such preferred stock liquidation and dividend rights that are superior to those held by the holders of our Series D Preferred Stock and our common stock.

Gone since FY2024

• As a result of recurring net losses and insufficient cash reserves, our independent certified public accountant has added a paragraph to its report on our financial statements for the year ended September 30, 2024 questioning our ability to continue as a going concern.
• We sold the assets of this business in 2024, and recently positioned our business to develop and sell a bioreactor device for the production of functional mushrooms.
• We plan to continue the development of the Hypha Micropearl bioreactor over the next twelve months with the goal of commercializing the device by the end of calendar year 2025.
• In order to create and expand our customer base, we will need to appeal to and acquire customers who have not historically consumed functional mushrooms or used a bioreactor device to grow these mushrooms.
• To do this, we must continue to provide our customers and potential customers with a unified, convenient, efficient and differentiated shopping experience by: ● providing imagery, tools and technology that attract customers who historically would not have purchased our mushroom products; ● maintaining a high-quality and diverse portfolio of nutrient and mycelium products to be used with the bioreactor device to encourage repeat sales from existing customers; ● delivering products on time and without damage; and ● maintaining and further developing our online and mobile platforms.
• TM The Company may not be successful in developing the Hypha Micropearl bioreactor and introducing any new and improved models of the device.
• We plan to continue the design, development and testing of the Hypha Micropearl bioreactor over the next twelve months.
• If the bioreactor performs as expected, of which there can be no assurance, we will introduce it into the marketplace.
• The introduction of the initial Hypha Micropearl bioreactor will require substantial expenditures for advertising and marketing to gain marketplace recognition.
• Further, after the introduction and sale of the initial Hypha Micropearl bioreactor, the ability to develop new and improved devices will be important to our long-term success.
• There is no guarantee that we will be successful in developing products necessary to compete effectively in the functional mushroom industry or that we will be successful in advertising, marketing and selling the bioreactor or any new products.
• Inflation in the United States has recently declined and is expected to remain at its current reduced level in the near-term.
• Consumer spending may be affected by many factors outside of the Company’s control, including general economic conditions; consumer disposable income; consumer confidence and perception of economic conditions; the threat or outbreak of war, terrorism or public unrest (including, without limitation, the conflicts in Ukraine and the Middle East) which may cause supply chain disruptions, increase fuel costs and transportation costs, and create general economic instability; wage and unemployment levels; consumer debt and inflationary pressures; the costs of basic necessities and other goods; effects of weather and natural disasters caused by climate change or otherwise; and epidemics, contagious disease outbreaks, and other public health concerns including the COVID-19 pandemic.
• We may choose to rely upon manufacturers based in outside the United States, including China, and their operations are subject to risks associated with business operations in those countries.
• Our current plan is to manufacture the Hypha Micropearl bioreactor outside the United States to reduce manufacturing costs.
• Although we have not yet identified a manufacturer for our products, nor have we entered into an arrangement with any entity in a foreign country to manufacture our products, we may decide to manufacture the bioreactor in mainland China.
• The Chinese government has confirmed that economic development will follow the model of a market economy.
• Under this direction, we believe that China will continue to strengthen its economic and trading relationships with foreign countries and business development in China will follow market forces.
• While we believe that this trend will continue, we cannot assure you that this will be the case.
• Although the Chinese government has been pursuing economic reform policies for more than two decades, we cannot assure you that the government will continue to pursue such policies or that such policies may not be significantly altered, especially in the event of a change in leadership, social or political disruption, or other circumstances affecting China’s political, economic, and social environment.
• We may rely on a limited number of suppliers, or in some cases, a single supplier, for some of the components of our Hypha Micropearl bioreactor, such as the cartridges, and may not be able to find replacements or immediately transition to alternative suppliers We intend to source components, such as the cartridges, for the Hypha Micropearl bioreactor from third parties.
• Although we do not believe there are any other companies developing a bioreactor device to produce functional mushrooms in the home, we do believe that there is ongoing research into the medical properties and applications of various mushroom species for personal care and pharmaceuticals which continues to promote the development of new functional mushroom-based products.
• The new facility consists of two 10,000-square-feet facilities with ten growing rooms producing approximately 2,000 kilograms of dried psilocybin mushrooms a month.
• If we are unable to protect our brand, including our trademarks, our business can be materially and adversely effected.
• We are currently using the trademark Micropearls with respect to our bioreactor device and intend to introduce this product into the marketplace with this trademark.
• Our common stock is currently eligible for quotation on the OTCQB and OTCBB, however trading to date has been limited.
• If activity in the market for shares of our common stock does not increase, purchasers of our shares may find it difficult to sell their shares.
• The OTCQB and OTCBB are often characterized by low trading volume and significant price fluctuations.
• We have outstanding shares of preferred stock with rights and preferences superior to those of our common stock.
• The issued and outstanding shares of Series A Convertible Preferred Stock and Series B Preferred Stock grant the holders of such preferred stock liquidation rights that are superior to those held by the holders of our common stock.
• We plan to increase the amount of authorized shares of our common stock and our preferred stock.
• Our board of directors and the holder of a majority of the voting power of the Company’s voting stock have approved an amendment to the Company’s Articles of Incorporation, as amended, to increase the authorized number of shares of the Company’s common stock from 250,000,000 to 880,000,000 shares and the authorized number of shares of the Company’s preferred stock from 10,000,000 to 70,000,000, which would become effective upon the filing of the amendment with the Secretary of State of the State of Nevada.
• The charter amendment was filed on January 13, 2025.
• The increase in authorized common stock and preferred stock will not have any immediate effect on the rights of existing stockholders, but it would have a dilutive effect on our existing stockholders when the additional shares are issued.
• This increase in the authorized number of shares of common stock and preferred stock and the subsequent issuance of such shares could have the effect of delaying or preventing a change in control of the Company without further action by the Company’s stockholders.
• Management’s use of additional shares of capital stock to resist or frustrate a third-party transaction favored by a majority of the independent stockholders would likely result in an above-market premium being paid in that transaction.
• Any such issuance of the additional shares of common stock and preferred stock would likely have the effect of diluting the earnings per share and book value per share of outstanding shares of the Company’s common stock and preferred stock, respectively, and such additional shares could be used to dilute the stock ownership or voting rights of a person seeking to obtain control of the Company.
• Upon such increase in the authorized shares of preferred stock, the Company will have 62,499,000 shares of preferred stock that remains undesignated.
• The Company’s Articles of Incorporation, as amended, allow our board of directors to authorize the issuance of shares of preferred stock without any vote or further action by the Company’s stockholders.
• Our board of directors has the authority to not only issue additional shares of the Series A Preferred stock, Series B Preferred stock or Series C Preferred stock, but also has the authority, from time to time, to provide by resolution for the issuance of shares of preferred stock in one or more series, not exceeding the aggregate number of shares of preferred stock authorized by the Company’s Articles of Incorporation, as amended, and to prescribe with respect to each such series the voting powers, if any, designations, preferences, and relative, participating, optional, or other special rights, and the qualifications, limitations, or restrictions relating thereto.

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