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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2021~~2022

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 000-53276

(BREWBILT LOGO)

`BrewBilt Brewing Company (Exact name of registrant as specified in its charter)

Florida		86-3424797
(State or other jurisdiction of Incorporation)		(IRS Employer Identification Number)
	110 Spring Hill Dr #17 Grass Valley, CA 95945 (Address of principal executive offices)
	(530) 205-3437 (Registrant’s Telephone Number)
	(530) 802-0036 (Registrant’s Telephone Number)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes o No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes x No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

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


Large accelerated filer	o	Accelerated filer	o
Non-accelerated Filer	o (Do not check if a smaller reporting company)	Smaller reporting company	x
Emerging growth company	o

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. [ ]{

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No x

On June 30, ~~2021~~2022, the last business day of the registrants most recently completed second quarter, the aggregate market value of the Common Stock held by non-affiliates of the registrant was $7613,~~190~~923,~~604,~~ based upon the closing price on that date of the Common Stock of the registrant of $0.~~1107~~1502 For purposes of this response, the registrant has assumed that its directors, executive officers, and beneficial owners of 5% or more of its Common Stock are deemed affiliates of the registrant.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date.

As of ~~March~~April 28, ~~2022~~2023 there were ~~602~~6,~~460~~507,~~311~~651,427 shares of the registrant’s $0.0001 par value common stock issued and outstanding.

Documents incorporated by reference: None

TABLE OF CONTENTS

		Page
	PART I
Item 1	Business	34
Item 1A	Risk Factors	8
Item 1B	Unresolved Staff Comments	8
Item 2	Properties	89
Item 3	Legal Proceedings	89
Item 4	Mine Safety Disclosures	89
	PART II
Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities	89
Item 6	Selected Financial Data	1113
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1113
Item 7A	Quantitative and Qualitative Disclosures About Market Risk	1416
Item 8	Financial Statements and Supplementary Data	1517
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	5358
Item 9A	Controls and Procedures	5358
Item 9B	Other Information	5559
	PART III
Item 10	Directors, Executive Officers, and Corporate Governance	5560
Item 11	Executive Compensation	5861
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	6064
Item 13	Certain Relationships and Related Transactions, and Director Independence	6064
Item 14	Principal Accounting Fees and Services	6166
	PART IV
Item 15	Exhibits, Financial Statement Schedules	6268
	Signatures	6369

FORWARD-LOOKING STATEMENTS

This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”,” “should”, “expects”, “plans”,” “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors, including the risks in the section entitled “Risk Factors”,” that may cause our or our industry’s actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

In this annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.

Please note that throughout this Annual Report, and unless otherwise noted, the words “we,”,“BRBL,” “our,” “us,” the “Company,” refers to BrewBilt Brewing Company.

PART I

ITEM 1. BUSINESS

~~General~~Company Overview

BrewBilt Brewing ~~Company~~is ~~(formerly~~a ~~Simlatus~~licensed ~~Corporation)~~commercial iscraft ~~the~~brewer ~~parent~~in Northern California. The company began building its first processing brewery in 2021 and started delivering its craft beers in July of ~~wholly~~2022. Inspired by European brewing tradition and American craft innovation, BrewBilt Brewing produces satisfying beers using small-~~owned~~batch ~~subsidiaries~~California ~~Satel~~malt ~~Group~~for ~~Inc~~a better-quality beer. Our facility and ~~BrewBilt~~experienced ~~Brewing~~staff ferment ~~LLC~~our lagers in stacked horizontal lagering tanks and give them plenty of cold aging time to achieve optimal taste and clarity. Our packaging process utilizes a counter-pressure Codi line to ensure the lowest possible level of packaged oxygen, maximizing product stability and continuity over its shelf-life.

BrewBilt Brewing is andevoted ~~independent~~to ~~craft~~the ~~beer~~modern ~~manufacturer~~execution ~~offering~~of ~~its~~traditional ~~own~~styles ~~line~~utilizing ofhand-crafted, ~~lagers~~industry-leading ~~and~~equipment ~~ales~~combined with an artful approach and a ~~particular~~passion for quality. A focus on ~~traditional~~regionally ~~European lagers~~sourced local malt, premium hops, and pristine water gives us a dynamic palette for distinctly satisfying beers. ~~BrewBilt~~Inspired ~~Brewing~~by ~~will~~European ~~also~~brewing ~~offer~~tradition ~~contract~~and American craft innovation, we aim to create beers that reflect a sense of place and our shared brewing ~~services~~philosophy for ~~other~~your ~~breweries~~ultimate drinking pleasure. BrewBilt has strong relationships with suppliers of raw materials, equipment, and services globally, in ~~need~~addition an aggressive referral network of ~~additional~~satisfied ~~capacity~~customers asnationwide. ~~well~~An asAdvisory ~~private label~~Board ~~ales~~consisting ~~for~~of ~~restaurants~~successful ~~and~~business ~~bars~~leaders ~~desiring~~that ~~their~~provide ~~own~~valuable ~~house~~product ~~beer~~feedback and business expertise to management.

~~Satel~~Our ~~Group~~Market ~~is the premier provider of DirecTV to high-rise apartments, condominiums and large commercial office buildings in the San Francisco metropolitan area and offers Internet services across the Bay Area.~~Opportunity

~~BrewBilt~~The ~~Brewing~~beer ~~LLC~~market isin the ~~entity~~United ~~pursuing~~States grew to 109 billion U.S. dollars in revenue in 2021 after declining in 2019 due to the ~~Type~~outbreak 23of ~~Small~~the COVID-19 ~~Beer~~pandemic. ~~Manufacturer~~The ~~license~~market ~~from~~will not surpass pre-pandemic levels until 2023 and is expected to be valued at 146 billion dollars by 2025. This statistic shows the ~~California~~trend ~~Alcoholic~~in ~~Beverage~~retail ~~Control~~dollar ~~Board~~value ~~(ABC)~~of craft beer sales in the United States from 2011 to 2021, where retail sales of craft beer increased in 2021 after 2020 saw a large reduction in sales due to the corona-virus pandemic. Dollar sales of craft Webeer ~~expect~~amounted ~~this~~to ~~license~~26.9 billion U.S. dollars in 2021 and the production volume of craft beer in the United States from 2010 to be2021, ~~issued~~by type ~~once~~of brewery. ~~construction~~In is2021, ~~nearing~~regional ~~completion~~craft breweries produced approximately 16 million barrels of craft beer, allowing sales volume of craft beer in the United States to grow by 7.9 ~~BrewBilt~~percent ~~Brewing~~in ~~LLC~~2021. ~~has~~Craft ~~already~~beer ~~received~~production ~~our~~increased ~~Brewers~~from 9.1 million barrels in 2009 to 24.8 ~~Notice~~million in 2021, and the craft beer volume share of beer production in the United States from 2013 to 2021. In 2021, the ~~Alcohol~~craft ~~and~~brewer volume ~~Tobacco~~share ~~Tax~~of ~~and~~total ~~Trade~~beer ~~Bureau~~production ~~(TTB)~~in the United States amounted to 13.1 percent.

BrewBilt Brewing Company works closely with BrewBilt Manufacturing Inc., which is also located in Grass Valley, California and led by CEO Jef Lewis. BrewBilt Manufacturing custom designs and handcrafts brewing and fermentation equipment and will supply all necessary equipment to BrewBilt Brewing for our craft beer production.

BrewBilt Brewing’s ties with BrewBilt Manufacturing provide strong relationships with local suppliers of raw materials, equipment and services in California, an aggressive referral network of satisfied customers nationwide, and an Advisory Board consisting of successful business leaders who provide valuable product feedback and business expertise to management. The craft brewing and spirits industries continue to grow worldwide. California is where American craft brewing began and now has over 950 operating breweries – being centrally located in this booming market was a large draw for BrewBilt Brewing to locate its facility in the Sierra foothills.

In March of 2021, BrewBilt Brewing began design and permitting for the construction of its brewing facility in Grass Valley, California. This facility was leased by BrewBilt and is being upgraded with substantial tenant improvements to include a 20 BBL brewhouse, 20 and 40 BBL fermentation tanks, cold-storage space, and a state-of-the-art canning line. In July of 2021, BrewBilt took the opportunity to expand again by leasing additional space adjacent to the original lease.

Competition and Marketing

As a craft brewery with plans to distribute statewide (and beyond) BrewBilt Brewing faces competition from the hundreds of existing craft breweries in California and thousands nationwide.

Despite uncertainty in the market, there’s an all-time high of 8,764 craft breweries, suggesting that the craft brewing industry is poised to rebound from last year’s devastating global pandemic that saw beer volume, retail dollars and jobs drop precipitously.

“2020 was obviously a challenging year for many small brewers, but also one that proved their resilient and entrepreneurial nature,” said Bart Watson, chief economist of the Brewers Association (BA), in a statement. “In a year where U.S. draught sales were down more than 40%, small brewers found new ways to connect with their customers and keep their businesses running.”

Brian Sudano, managing partner at Beverage Marketing Corporation (BMC), New York, concurs that the craft beer industry was disproportionately impacted by the pandemic because of the near shutdown of its entire on-premise business including taprooms.

“As the market has slowly opened up, craft beer has returned to growth but has not recovered totally to where it would be if the pandemic did not take place. However, it is slowly returning to pre-pandemic growth levels,” Sudano says. “In 2020, craft beer declined approximately 6%, total beer was flat and FMBs including hard seltzer grew 67%. For 2021, craft accelerated to high single digit growth, FMBs including hard seltzer in mid-teens, and total beer to decline low single digits.”

~~For~~ California had the 52largest ~~weeks~~output ~~ending~~for ~~Sept.~~the 5,craft beer ~~sales~~industry in ~~multi-outlets~~2021, ~~were~~offering $4310.87 billion, ain 3%total ~~year-over-year~~impact. ~~(YoY)~~Pennsylvania ~~increase~~finished in second during the year, ~~according~~with toa ~~data~~$6.1 ~~from Information~~billion ~~Resources~~impact. ~~Inc~~They were followed by Texas ($5.9 billion), New York (~~IRI~~$5.4 billion), ~~Chicago~~and Florida ($4.2 ~~Craft~~billion). The overall beer ~~generated~~market ~~dollar~~in ~~sales~~the ~~were~~United ~~slightly~~States ~~north~~has a value of $103.5 billion,. Although the craft beer segment has a 112.43% ~~increase~~share of the total beer volume in the country, ~~IRI data~~it ~~shows~~represents 23.6% of the total dollar sales that were achieved in 2021.

~~During~~Adults in the ~~same~~United ~~timeframe,~~States ~~beer~~consume ~~and~~an ~~craft~~average of 19.8 gallons of beer ~~cases~~each ~~sales~~year, ~~numbers~~according ~~were~~to ~~slightly~~the ~~down~~National atBeer 1Wholesalers Association.4 About 36% ~~and~~of 0registered breweries in the United States are listed as a brewpub.~~8%,~~ ~~respectively,~~That ~~with~~means the products they create for consumers are meant for direct sales that occur on their premises. The average brewery with this classification will produce about 1,000 barrels of beer each year. 95% of the breweries which are operating in ~~excess~~the United States today produced less than 15,000 barrels of beer each year. That 1classifies the operation as a microbrewery if 75% or more of the beer the company produces is sold off-site.6 ~~billion~~About 40% of the sales that occur each year for the craft beer ~~overall~~industry ~~and~~happen ~~128~~during the months of June, July, or August.8 ~~million~~Almost ~~for~~90% of adults over the age of 21 in the United States live within 10 miles of at least one brewery. Most of these operations qualify as a craft beer producer. There are more than 950 different craft breweries operating in California right now, ~~according~~making toit ~~IRI~~the ~~data~~largest source of products for the industry today.

~~More~~BrewBilt ~~than~~Brewing aMarket ~~year and a half later, the BA’s Watson is cautiously optimistic about the state of the craft beer industry.~~Statistics:

“The ~~rough~~company ~~version~~has isdeveloped ~~that~~over ~~craft~~200 ~~brewers~~customers ~~appear~~since todelivering ~~have~~its ~~made~~first upcraft ~~about~~beers ~~half of their volume lost~~ in ~~2020~~July ~~(versus 2019) in the first half~~ of ~~2021,”~~ ~~he explains~~2022. “The ~~second~~customer ~~quarter~~retention ~~was~~rate ~~stronger~~is ~~than the first, and while it’s probably unlikely craft will fully~~over ~~get back to 2019 volume levels~~80%, ~~it’s~~with ~~probably~~an ~~going~~average toof ~~get~~25 ~~close,~~new ~~barring~~customers ~~further~~per ~~economic and consumer confidence setbacks due to the delta variant~~month.”

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“Craft brewers have long been innovative, and it’s tougher than ever to summarize what they are doing,” Watson explains. “Within beer, we are seeing continued growth in IPAs, but also in lower ABV beers (including lagers and other low ABV ales), and fuller flavored but non-hoppy styles such as sours or fruit beers.

In its September “Breweries in the US” report, Los Angeles-based IBISWorld notes that the $7.3 billion craft beer industry has medium revenue volatility, with annual growth down 1.8%, and a profit margin of $305.7 million for the five-year period through 2021.

When it comes to craft beer production, India pale ales (IPAs) are No. 1 at 30.2%. Rounding out the list are Belgian witbiers, 23.3%; seasonal, 10.5%; lagers, 9.1%; pale ales, 7.7%; and amber ales, 5.5%.

Similarly, IRI’s Client Insights Consultant Cara Piotrowski says the top-selling craft beers are IPAs, wheat ales, seasonals, pilsners/pale lagers, amber/dark lagers and bocks. “IPAs continue to drive most growth with wild/sour ales and Belgian ales also contributing to growth from a style perspective,” she adds.

When comparing year to date (YTD) case sales pre-pandemic versus 2019 YTD for the week ending Sept. 26, craft beer volume grew 7.1%, signaling a recovery.

From a pre-pandemic perspective, beer YTD is up 6.5% in case volume; craft, is up 7.1% and FMBs are up 13.6%. The trends are better if we look at the latest 52-week period versus two years ago: beer, up 7.3%; craft, up 8.5%; and FMBs, up 14%.

IBISWorld’s September “Breweries in the US” report states, “Over the five years to 2026, the industry is anticipated to fully rebound from the setbacks incurred amid the COVID-19 pandemic and experience sustained growth. Continual rises in expenditures on alcoholic beverages and decreases in excise taxes on beer will likely further entice prospective operators to try their hand in the industry. Ultimately, industry revenue is forecast to rise an annualized 2.4% to $8.2 billion over the five years to 2026.”

The craft beer industry is becoming saturated with full bodied ales with prominent hop and/or fruit flavors. As the craft beer market matures and the novelty of these styles wane, drinkers are demanding more refreshing, lower alcohol brews. Consumer demand for lighter bodied lagers has steadily increased over the last couple years (9.5% growth in 2021), and BrewBilt Brewing is distinguishing itself and meeting that demand with its modern execution of traditional styles using local ingredients processed with industry-leading equipment and techniques.

BrewBilt is also setting itself apart with its contract brewing services. Contract brewing, once stigmatized in the industry, is now seen as an attractive option for existing breweries in need of additional capacity as well as new breweries looking to avoid the significant startup costs associated with a lease and brewing equipment. Contract brewing is currently only 1.3% of US beer production volume, so as both new and established breweries turn to this option, BrewBilt will be well poised to meet the demand without significant competition.

~~Recent~~The Ucompany has 50% sales in retail customers and 50% sales in draft customers.S. ~~Brewery~~The ~~Count~~retail customers include Albertson/Safeway Grocery Stores, Grocery Outlet, and IGA owned/Operated grocery stores.

	2015	2016	2017	2018	2019	2020	2019 to 2020 % Change
Craft	4,803	5,713	6,661	7,618	8,391	8,764	4.4%
Regional Craft Breweries	178	186	202	230	240	220	-8.3%
Microbreweries	2,684	3,319	3,956	4,518	1,821	1,854	1.8%
Taprooms					3,159	3,471	9.9%
Brewpubs	1,941	2,208	2,503	2,870	3,171	3,219	1.5%
Large/Non-Craft	44	67	106	104	111	120	8.1%
Total U.S. Breweries	4,847	5,780	6,767	7,722	8,502	8,884	4.5%

Albertson owns 2,253 stores as of the third quarter of fiscal year 2020 and 270,000 employees as of fiscal year 2019. The company is the second-largest supermarket chain in North America after Kroger. Albertsons ranked 53rd in the 2018 Fortune 500 list of the largest United States corporations by total revenue.

~~Historical~~Grocery ~~Craft~~Outlet ~~Brewery~~Holding ~~Production~~Corp. is byan ~~Category~~American discount closeout retailer consisting exclusively of supermarket locations that offer deeply discounted, overstocked, and closeout products from name brand and private label suppliers. The company has stores in California, Oregon, Washington, Idaho, Nevada, Pennsylvania, and New Jersey. There are 448 Grocery Outlet retail stores in the United States as of March 27, 2023. The state with the greatest number of Grocery Outlet locations in the US is California, with 259 retail stores, which is about 58% of all Grocery Outlet retail stores in the US.

UIGA, Inc.S, is an American chain of grocery stores that operates in more than 41 countries. Unlike the chain store business model, ~~Craft~~IGA ~~Brewery~~operates ~~Count~~as bya ~~Category~~franchise through stores that are owned separately from the brand. Many of these stores operate in small-town markets and belong to families that manage them.

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BrewBilt Brewing sales have increased each month on average of 20% with an emphasis in expanding its customer base to over 500 customers by third quarter of 2023.

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~~Historical~~The Ucompany produces 4 core craft beers and a variety of seasonal craft beers.S. ~~Brewery~~Through ~~Count~~a strategic marketing and advertising campaign, the company has found success through social media outlets, direct sales and trade shows.

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Slide the bar at the top of the graph to see number of breweries from 1873 to present day.

Satel Group Inc., the global Internet audience continues to grow steadily, with the worldwide base of broadband Internet users (including fixed and wireless) in the 3.2 billion range as 2016 began. This vast base of high-speed Internet users encourages businesses to innovate in order to offer an ever-evolving array of online services. Sectors that are growing very rapidly online include the sale of entertainment products, event tickets, travel, apparel, and consumer electronics.

Although telecom companies provide voice and data services to consumers and businesses, the nature of these services differs significantly between the two customer segments. While residential customers mainly use wireless services, businesses use wire line to get high-capacity broadband and advanced communications services. Also, telecom companies rent their facilities or networks—providing wholesale data and communication access—to other carriers of communication services.

Key companies in the US include AT&T (T), Verizon (VZ), and Sprint (S) which are the large integrated, publicly trade telecom companies that provide wireless and wire line services, while T-Mobile (TMUS) is a listed national wireless operator. Wire line players—like CenturyLink (CTL), Frontier Communications (FTR), and Windstream Holdings (WIN)—are some of the other key regional telecom companies in the US. A wire line network includes interlinked connection and redistribution systems that supports information—like voice and data—to travel electronically. Traditional, local, and long distance telephone systems that supported voice calls, messaging, and fax were the primary wire line services that transmitted services over a network of copper wires and switches. The wires and switches connected calls between users mostly using a copper infrastructure connecting traditional landlines and pay phones. Now, with the backbone of the network being fiber optics, they support a broadband network capable of delivering VoIP (Voice over Internet Protocol), Internet, TV services, and managed private communications. Broadband infrastructure is recognized as a critical resource for economic development. Most countries, across the globe have strategic plans in place—like the National Broadband Plan—to expand and develop their Broadband network to support a broad range of enhanced communications and entertainment services.

The company’s internet service is less expensive than AT&T, Google, and Comcast, which currently offer “Gigabit‟ as their top Internet service, while most customers buy a much slower and less expensive service under a 100 MB. Satel’s application of HPNA technology using coaxial cable to deliver Internet, provides download speeds of 200Mb-500Mb, with unlimited downloads for a cost less than those fees charged by other carriers for the same speeds. The company believes that there is a good and marketable monthly Internet service in the $40-$45 range. Satel can also combine local, off air channels, whereas the other OTT providers do not.

We will continue to market our product to new building owners and management companies using our direct B2B campaign as well as to contact those architects, engineering firms and other decision makers involved with new high rise construction in the Bay Area. Our CEO, Richard Hylen, has established long-term relationships with owners, builders, management companies, managers, and other service providers to introduce our product and create our initial sales contact. Our CEO has extensive experience in marketing both entertainment and Internet services and believes that the marketing of our products directly to consumers would not have the same potential for increased sales that it would have without the ongoing support of established building managers.

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Employees

~~BrewBilt~~As ~~Brewing~~of ~~has~~the ~~four~~date ~~employees~~of ~~and~~this ~~eight suppliers~~filing, inBrewBilt ~~addition~~Brewing tohas ~~legal~~9 ~~and accounting support~~employees. ~~Satel~~Our ~~Group~~suppliers ~~Inc.~~include ~~has~~various 6consultants ~~employees,~~for 1new ~~consultant,~~business development and ~~10 suppliers~~marketing, in addition to legal and accounting support.

ITEM 1A. RISK FACTORS

The Company is a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and is not required to provide the information under this item.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

BrewBilt Brewing operates out of a 46,~~000~~457 square foot commercial facility located in the Wolf Creek Industrial Building at 110 Spring Hill Dr, Grass Valley, CA 95945.

~~Satel~~On ~~Group~~August ~~maintains~~26, an2022, ~~office~~the ~~and~~company ~~equipment~~entered atinto ~~330~~a ~~Townsend~~commercial ~~Street,~~lease ~~Suite~~with ~~135,~~4-Corners ~~San~~LLC ~~Francisco,~~to ~~California~~establish ~~94107.~~a ~~The~~Tap ~~office~~Room isas ~~ground~~part ~~floor space~~ of ~~1,000~~its ~~sq.~~brewery ftrevenue. The ~~with~~space ais ~~large~~located ~~equipment~~at ~~repair~~300 ~~room~~Spring St, 1Nevada ~~executive office~~City, ~~Inventory~~NV ~~Room~~95959, and ~~Reception~~the ~~area.~~lease ~~The~~has ~~Company~~a ~~currently does~~term ~~not~~of ~~own~~five ~~any~~years, ~~real~~from ~~property~~September 1, 2022 through August 31, 2027.

The Company currently does not own any real property.

ITEM 3. LEGAL PROCEEDINGS

WeThe ~~know~~Company was served a complaint in the County of noNevada, ~~material~~State of California (Case No. CU0000567). BrewBilt Brewing Co. is listed as a named defendant in this matter. The complaint involves the termination of employee Branford Samuels who was employed as a fabricator for BrewBilt Manufacturing Inc. and, ~~existing~~it oris ~~pending~~not ~~legal~~uncommon ~~proceedings~~for ~~against~~named ~~our~~defendants ~~company~~in a civil matter to be listed, ~~nor~~but never served the complaint, and eventually they are wedismissed ~~involved~~from asthe matter without further steps being taken by a plaintiff(s). California Rules of Court rule 3.110(b) states in ~~any~~relevant ~~material~~part ~~proceeding~~that, “[t]he complaint must be served on all named defendants and proofs of service on those ordefendants ~~pending~~must ~~litigation~~be filed with the court within 60 days of filing of the complaint.” The ~~There~~subject ~~are~~complaint nowas ~~proceedings~~filed inby ~~which~~plaintiff on ~~our~~February ~~director~~7, ~~officer~~2023. Therefore, orat this time it is speculative whether BrewBilt Brewing Co. has any ~~affiliates,~~threat of material litigation or pending ~~any~~material ~~registered~~litigation. To the extent that one considers being a named defendant of a complaint as a threatened or ~~beneficial~~pending matter, ~~shareholder~~we have not devoted substantial attention to this matter, and do not anticipate doing so in the future with the facts known to us. Although though the underlying events giving rising to the claim/cause of action occurred prior to the date of December 31, 2022, at this time, it is anour ~~adverse~~current ~~party~~opinion that there are no unasserted possible claims or ~~has~~assessments aof ~~material~~such ~~interest~~that ~~adverse~~are probable as it relates to ~~our~~BrewBilt ~~interest~~Brewing Co. In other words, with facts known to us at this time, we opine that it is not “probable” (Standard 8(a)) that there are assertable legal claims against BrewBilt Brewing Co. that must be disclosed in accordance with Statement of Financial Accounting Standards No. 5 as they do not also likely satisfy Standard 8(b): “The amount of loss can be reasonably estimated.”

ITEM 4. MINE SAFETY DISCLOSURE

None.

PART II

ITEM 5. MARKET FOR THE COMPANY’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Common Stock

Our common stock is currently quoted on the OTC Markets. Our common stock has been quoted on the OTC Markets since October 17, 2007 trading under the symbol “SBRT”. On January 15, 2008, our symbol was changed to “SBTR” and on December 15, 2009, our symbol was changed to “GRPR” to reflect our Company’s name change. On April 21, 2016, our symbol was changed to “SIML” to reflect our Company’s name change to Simlatus Corporation. On July 9, 2021, our symbol was changed to “BRBL” to reflect our Company’s name change to BrewBilt Brewing. Because we are quoted on the OTC Markets, our securities may be less liquid, receive less coverage by security analysts and news media, and generate lower prices than might otherwise be obtained if they were listed on a national securities exchange.

The following table sets forth, for the periods indicated over the last two years, the high and low closing bid quotations, as reported by the OTC Markets, and represents prices between dealers, does not include retail markups, markdowns, or commissions, and may not represent actual transactions:

	For the Year Ended December 31
	2021			2020
	2022						2021
	High		~~Low~~	~~High~~Low		~~Low~~	High		Low
First Quarter	~~1.0645~~	1.802	~~0.0675~~	~~0.0010~~	0.315	~~0.0010~~		396.198		13.507
Second Quarter	~~0.1649~~	0.481	~~0.0875~~	~~0.0320~~	0.120	~~0.0007~~		60.060		15.015
Third Quarter	~~0.1128~~	0.330	~~0.0105~~	~~0.0010~~	0.016	~~0.0002~~		36.010		2.958
Fourth Quarter	~~0.0160~~	0.026	~~0.0034~~	~~0.0007~~	0.001	~~0.0001~~		5.676		0.991

Record Holders

As of December 31, ~~2021~~2022, there were ~~220~~207,~~877~~723,~~962~~162 shares of the registrant’s $0.0001 par value common stock issued and outstanding, which were held by 3035 shareholders of record.

Dividends

We have not paid dividends on our common stock, and do not anticipate paying dividends on our common stock in the foreseeable future.

Securities authorized for issuance under equity compensation plans

We have no compensation plans under which our equity securities are authorized for issuance.

Performance graph

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

Recent Sales of Unregistered Securities

~~During~~On ~~the~~October ~~three~~4, ~~months~~2022, ~~ended~~the ~~December~~Company ~~31,~~cancelled ~~2021~~3,259 ~~532~~ shares of Convertible Preferred ~~Series A~~ stock ~~were~~in ~~converted~~exchange tofor 4187,~~863~~504,~~625~~150 common shares in ~~accordance~~that ~~with~~were issued ~~the~~as ~~conversion~~collateral ~~terms.~~on ~~The issuances resulted in~~ a ~~loss~~promissory ~~on conversion of $155,479~~note.

~~During~~On ~~the~~October ~~three months ended December 31~~7, ~~2021~~2022, the ~~holders~~Company ofissued ~~convertible notes converted a total of $350~~1,~~772 of principal and fees into 64~~000,~~532,390~~000 shares of common stock, invalued ~~accordance~~at ~~with the conversion terms. The issuances resulted in a loss on conversion of~~ $~~172~~14,~~123 and settled $317~~100,~~799~~ ~~worth~~in ofconnection ~~derivative~~with ~~liabilities~~a ~~which~~Promissory ~~was recorded to additional paid in capital~~Note.

~~During~~On ~~the~~October ~~three months ended December 31~~14, ~~2021~~2023, ~~a warrant holder exercised~~ the ~~warrants and the~~ Company issued 19,~~613,555~~084 ~~shares of~~ common ~~stock through~~shares adue ~~cashless~~to ~~exercise~~rounding ~~of the warrants~~ in ~~accordance~~connection with the ~~conversion~~reverse ~~terms~~stock split.

~~Recent~~On ~~issuances~~October 21, 2022, the Company issued 1,118 shares of ~~unregistered~~Convertible ~~securities~~Preferred ~~subsequent~~stock toin ~~our~~connection ~~fiscal~~with an agreement for marketing advisory services and platform fees for a period of one year ~~ended~~in the amount of ~~December~~$300,000. 31The stock is valued at $300,183, ~~2021~~and a loss of $183 was reported on the statement of operations.

On ~~January~~November 325, 2022, ~~the~~3,325,741 ~~holder~~shares of acommon ~~convertible~~stock ~~note~~were ~~converted~~purchased afor ~~total of~~ $527,~~500~~418 ofpursuant ~~principal~~to ~~and~~an ~~fees~~Equity ~~into~~Purchase ~~10,500,000 shares of our common stock~~Agreement.

OnDuring ~~January~~the 4three months ended December 31, 2022, ~~the~~740 ~~holder~~shares of aConvertible ~~convertible~~Preferred ~~note~~Series ~~converted~~A astock ~~total~~were ofconverted ~~$40~~to 29,~~079~~188,824 ofcommon ~~principal,~~shares in ~~interest,~~accordance ~~and~~with ~~fees~~the ~~into~~conversion ~~9,192,541~~terms. ~~shares of~~The ~~our~~issuances ~~common~~resulted ~~stock~~in a loss on conversion of $105,629.

OnDuring ~~January~~the 4three months ended December 31, 2022, 66the ~~shares~~holders of ~~Convertible~~convertible ~~Preferred~~notes ~~Series~~converted Aa ~~stock~~total ~~was~~of ~~converted~~$221,582 inof toprincipal, 10interest,~~740~~ and fees into 53,~~000~~019,434 shares of common stock in accordance with the conversion terms. The issuances resulted in a loss on conversion of $286,138.

On January 13, 2022, the holder of a convertible note converted a total of $23,100 of principal into 11,000,000 shares of our common stock.

On January 13, 2022, the holder of a convertible note converted a total of $36,000 of principal into 12,000,000 shares of our common stock.

On January 14, 2022, the holder of a convertible note converted a total of $22,000 of principal into 11,000,000 shares of our common stock.

On January 20, 2022, 52 shares of Convertible Preferred Series A stock was converted in to 6,981,000 shares of common stock.

On January 21, 2022, the holder of a convertible note converted a total of $40,500 of principal into 13,500,000 shares of our common stock.

On January 24, 2022, a warrant holder exercised the warrants and the Company issued 917,764 shares of common stock through a cashless exercise of the warrants in accordance with the conversion terms.

On January 31, 2022, a warrant holder exercised the warrants and the Company issued 9,711,786 shares of common stock through a cashless exercise of the warrants in accordance with the conversion terms.

On February 1, 2022, the holder of a convertible note converted a total of $21,300 of principal into 12,529,412 shares of our common stock.

On February 3, 2022, the holder of a convertible note converted a total of $16,288 of principal and interest into 9,580,882 shares of our common stock.

On February 8, 2022, 63 shares of Convertible Preferred Series A stock was converted in to 11,276,667 shares of common stock.

On February 14, 2022, the holder of a convertible note converted a total of $27,000 of principal into 16,875,000 shares of our common stock.

On February 14, 2022, the holder of a convertible note converted a total of $28,350 of principal and interest into 17,718,750 shares of our common stock.

On February 25, 2022, the holder of a convertible note converted a total of $23,000 of principal into 17,692,308 shares of our common stock.

On March 1, 2022, the holder of a convertible note converted a total of $21,200 of principal into 17,666,667 shares of common stock.

On March 4, 2022, the Company issued 93 shares of Convertible Preferred Series A stock pursuant to a service agreement.

On March 7, 2022, the holder of a convertible note converted a total of $19,500 of principal into 17,272,273 shares of common stock.

On March 8, the Company issued 18,622 shares of Convertible Preferred Series A stock pursuant to a licensing agreement.

On March 8, 2022, 78 shares of Convertible Preferred Series A stock was converted in to 20,943,000 shares of common stock.

On March 11, 2022, the holder of a convertible note converted a total of $15,050 of principal and $950 of interest into 20,000,000 shares of common stock.

On March 16, 2022, the holder of a convertible note converted a total of $2,988 of interest into 4,458,955 shares of common stock.

OnDuring ~~March~~the ~~17,~~three ~~2022,~~months ~~the~~ended ~~holder~~December of31, a2022, ~~convertible~~warrant ~~note~~holders ~~converted~~exercised athe ~~total~~warrants ofand ~~$13,400~~the ofCompany ~~principal~~issued ~~into 20~~16,~~937~~174,~~500~~864 shares of common stock through a cashless exercise of the warrants in accordance with the conversion terms.

OnRecent ~~March~~issuances ~~17, 2022, 78 shares~~ of ~~Convertible~~unregistered ~~Preferred~~securities ~~Series~~subsequent Ato ~~stock~~our ~~was~~fiscal ~~converted~~year inended ~~to 20,943,000 shares~~ of ~~common~~December ~~stock.~~31, 2022

On ~~March~~January 219, ~~2022~~2023, the holder of a convertible note converted a total of $1333,~~400~~005 of principal, interest, and fees into 209,~~937~~430,~~500~~000 shares of our common stock.

On ~~March~~January 2212, 2022, the holder of a convertible note converted a total of $1331,~~400~~750 of principal and fees into 209,~~937~~071,~~500~~428 shares of ~~common~~our common stock.

On ~~March~~January 2312, ~~2022~~2023, 60150 shares of Convertible Preferred Series A stock was converted ininto ~~to 26~~201,~~850~~375,000 shares of common stock.

On ~~March~~January 2413, ~~2022~~2023, ~~the~~17,078,560 ~~holder~~shares of acommon ~~convertible~~stock ~~note~~were ~~converted~~purchased afor ~~total of~~ $313,~~550~~226 ofpursuant ~~principal~~to ~~and~~an ~~$2,188~~Equity ofPurchase ~~interest into 8,964,844 shares of common stock~~Agreement.

On January 17, 2023, 113 shares of Convertible Preferred Series A stock was converted into 15,170,250 shares of common stock.

On January 19, 2023, 80 shares of Convertible Preferred Series A stock was converted into 16,523,076 shares of common stock.

On January 20, 2023, the holder of a convertible note converted a total of $26,814 of principal, interest, and fees into 17,875,900 shares of our common stock.

On January 24, 2023, 83 shares of Convertible Preferred Series A stock was converted into 20,259,546 shares of common stock.

On January 24, 2023, 32 shares of Convertible Preferred Series A stock was converted into 6,609,230 shares of common stock.

On January 26, 2023, the holder of a convertible note converted a total of $27,750 of principal, interest, and fees into 25,227,272 shares of our common stock.

On January 30, 2023, the holder of a convertible note converted a total of $16,443 of principal, interest, and fees into 17,400,000 shares of our common stock.

On January 30, 2023, 83 shares of Convertible Preferred Series A stock was converted into 20,259,546 shares of common stock.

On January 31, 2023, 1,000 shares of Convertible Preferred Series A stock was converted into 895,000,000 shares of common stock.

On February 2, 2023, the holder of a convertible note converted a total of $19,656 of principal, interest, and fees into 20,800,000 shares of our common stock.

On February 2, 2023, 150 shares of Convertible Preferred Series A stock was converted into 50,343,750 shares of common stock.

On February 3, 2023, 51,217,581 shares of common stock were purchased for $10,978 pursuant to an Equity Purchase Agreement.

On February 3, 2023, 81 shares of Convertible Preferred Series A stock was converted into 19,771,363 shares of common stock.

On February 8, 2023, 123 shares of Convertible Preferred Series A stock was converted into 55,042,500 shares of common stock.

On February 8, 2023, 135 shares of Convertible Preferred Series A stock was converted into 60,412,500 shares of common stock.

On February 10, 2023, 93 shares of Convertible Preferred Series A stock was converted into 86,105,172 shares of common stock.

On February 13, 2023, 123 shares of Convertible Preferred Series A stock was converted into 55,042,500 shares of common stock.

On February 13, 2023, 90 shares of Convertible Preferred Series A stock was converted into 69,042,857 shares of common stock.

On February 15, 2023, a warrant holder exercised the warrants and the Company issued 73,800,000 shares of common stock through a cashless exercise of the warrants in accordance with the conversion terms.

On February 17, 2023, 33 shares of Convertible Preferred Series A stock was converted into 35,442,000 shares of common stock.

On February 17, 2023, 47 shares of Convertible Preferred Series A stock was converted into 50,478,000 shares of common stock.

On February 17, 2023, 61 shares of Convertible Preferred Series A stock was converted into 163,785,000 shares of common stock.

On February 17, 2023, 689 shares of Convertible Preferred Series A stock was converted into 1,849,965,000 shares of common stock.

On February 23, 2023, the holder of a convertible note converted a total of $27,675 of principal, interest, and fees into 102,500,000 shares of our common stock.

On February 24, 2023, the holder of a convertible note converted a total of $27,388 of interest and fees into 109,550,642 shares of our common stock.

On March 1, 2023, 200 shares of Convertible Preferred Series A stock was converted into 214,800,000 shares of common stock.

On March 2, 2023, the holder of a convertible note converted a total of $58,347 of principal, interest, and fees into 216,100,000 shares of our common stock.

On March 2, 2023, 100 shares of Convertible Preferred Series A stock was converted into 134,250,000 shares of common stock.

On March 7, 2023, 91 shares of Convertible Preferred Series A stock was converted into 244,335,000 shares of common stock.

On March 8, 2023, the holder of a convertible note converted a total of $20,830 of principal, interest, and fees into 77,149,592 shares of our common stock.

On March 13, 2023, the holder of a convertible note converted a total of $58,347 of principal, interest, and fees into 216,100,000 shares of our common stock.

On March 16, 2023, 101 shares of Convertible Preferred Series A stock was converted into 271,185,000 shares of common stock.

On March 21, 2023, the holder of a convertible note converted a total of $58,347 of principal, interest, and fees into 216,100,000 shares of our common stock.

On March 21, 2023, 106 shares of Convertible Preferred Series A stock was converted into 284,610,000 shares of common stock.

On March 29, 2023, 112 shares of Convertible Preferred Series A stock was converted into 300,720,000 shares of common stock.

Issuer Repurchases of Equity Securities

None.

ITEM 6. SELECTED FINANCIAL DATA

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections. We may use words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “foresee,” “estimate” and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties, and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted. You should read this report completely and with the understanding that actual future results may be materially different from what we expect. The forward-looking statements included in this report are made as of the date of this report and should be evaluated with consideration of any changes occurring after the date of this Report. We will not update forward-looking statements even though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

~~Results for the~~ Year Ended December 31, ~~2021~~2022 Compared towith the Year Ended December 31, ~~2020~~2021

Revenues:

The Company’s revenues were $~~307~~124,~~171~~684 for the year ended December 31, ~~2021~~2022 compared to $~~342~~43,~~283~~090 for the year ended December 31, ~~2020~~2021. ~~The~~Revenues ~~company~~in ~~has~~2022 acomprised ~~strong~~of ~~relationship~~$96,750 ~~with~~in ~~DirecTV~~beer ~~and~~related ~~has~~sales, ~~focused~~$27,650 ~~its~~in ~~efforts~~audio/visual oncomponent ~~expanding~~sales ~~services~~and ~~outside~~$284 ofin ~~the~~merchandise ~~San Francisco metropolitan area~~sales. ~~For~~ Of the ~~year~~$96,750 ~~ended~~in ~~December~~beer 31sales, ~~2021~~$1,062 ~~the~~was ~~Company~~from ~~had~~related ~~one major customer who represented approximately 53% of total revenue~~parties. The ~~decrease~~ increase in revenue is ~~due~~from tobeer ~~a decrease in customer~~ sales ~~and~~that astarted ~~reduction~~ in ~~sales~~the ~~efforts~~third ~~due~~quarter of ~~to COVID-19~~2022.

Cost of Sales:

The Company’s cost of sales was $11175,~~415~~632 for the year ended December 31, ~~2021~~2022, compared to $711,~~821~~415 for the year ended December 31, ~~2020.~~ ~~This~~2021. isCost ~~due~~of tosales ain ~~higher~~2022 ~~number~~included raw materials, beer packaging, selling expenses, depreciation of ~~audio/video~~the brewing equipment ~~sales~~and ~~that~~overhead expenses. ~~were~~The ~~sold~~increase ~~during~~is due to the ~~period~~addition ~~ending~~of ~~December~~beer ~~31,~~sales ~~2021~~which ~~compared~~have tohigher ~~December 31,~~costs ~~2020~~associated with the production of the product.

Operating Expenses:

Operating expenses consisted primarily of consulting fees, professional fees, salaries and wages, share based compensation, office expenses and fees associated with preparing reports and SEC filings relating to being a public company. Operating expenses for the ~~year~~years ended December 31, ~~2021,~~2022 and December 31, ~~2020~~2021, were $73,~~538~~010,~~628~~128 and $16,~~097~~930,~~216~~374, respectively. ~~The~~Although ~~increase~~there ~~was~~were ~~primarily~~increases ~~attributable~~in tosalaries anand ~~increase~~wages in 2022, there was a decrease in share based compensation, ~~employee~~which ~~wages~~was ~~and~~primarily ~~general~~attributable ~~and~~to ~~administrative~~the decrease in operating expenses.

Other Income (Expense):

Other income (expense) for the ~~year~~years ended December 31, ~~2021~~2022 and December 31, ~~2020~~2021 was $~~383~~(5,~~880~~249,903) and $~~(10~~404,~~695~~811,~~568),~~ respectively. Other income (expense) consisted of derivative valuation gains and losses, gains or losses on settlement and extinguishment of debt, ~~and~~ conversion of debt, and interest expense. The gain or loss on derivative valuation is directly attributable to the change in fair value of the derivative liability. Interest expense is primarily attributable to interest and penalties on outstanding notes payable, the initial interest expense associated with the valuation of derivative instruments at issuance, and the accretion of the convertible debentures over their respective terms. The increase in other ~~income~~expense primarily resulted from the fluctuation of the Company’s stock price which impacted the valuation of the derivative liabilities and an increase in interest expenses. In addition, there was an increase in extinguishment of debt and interest expenses.

Net Loss:

Net loss from continuing operations for the year ended December 31, ~~2021~~2022 was $68,~~858~~310,~~992~~979 compared to $116,~~458~~493,~~322~~888 for the year ended December 31, ~~2020~~2021. The ~~decrease~~increase in net loss can be explained by the ~~changes~~increase in operating and other expenses during the year ended December 31, 2022. Net loss from discontinued operations for the year ended December 31, 2022 was $233,700 compared to $365,104 for the year ended December 31, 2021. The net loss was higher in 2021 since the ~~fair~~reporting ~~value~~period was for one year, whereas the net loss for 2022 is for a period of ~~derivative~~six ~~liabilities~~months due to the sale of Satel which occurred on July 1, 2022.

Impact of Inflation

We believe that the rate of inflation has had a negligible effect on our operations.

Liquidity and Capital Resources

	December 31, 2021			December 31, 2020
	December 31,			December 31,
Current Assets	$	527,665		$	154,551
	2022			2021
Current Liabilities		4,364,451			9,588,260
Current Assets	$	92,581		$	527,665
Working Capital (Deficit)	$	(3,836,786	)	$	(9,433,709	)
Current Liabilities		5,867,700			4,364,451
Working Capital (Deficit)	$	(5,775,119	)	$	(3,836,786	)

The overall working capital (deficit) ~~decreased~~increased from $(93,~~433~~836,~~709~~786) at December 31, ~~2020~~2021 to $(35,~~836~~775,~~786~~119) at ~~September~~December 3031, ~~2021~~2022 due to the ~~change~~reclassing ~~in value~~ of ~~derivative liabilities~~$450,000 anin ~~increase~~related inparty deposits to fixed assets and ~~related~~an ~~party~~increase ~~deposits~~of ~~paid~~derivative ~~for~~liabilities, ~~brewery~~accrued ~~equipment~~liabilities and convertible debt.

	December 31,			December 31,
	2021			2020
	2022			2021
Cash Flows (used in) provided by Operating Activities	$	(~~529~~871,~~635~~590	)	$	(~~151~~542,~~660~~469	)
Cash Flows provided by Investing Activities		(559,119	)		—
Cash Flows (used in) provided for Investing Activities		(735,679	)		(559,119	)
Cash Flows (used for) provided by Financing Activities		1,013,160			261,020
Cash Flows (used in) provided for Financing Activities		1,593,466			1,013,160
Net Increase (decrease) in Cash During Period	$	(7513,~~594~~803	)	$	~~109~~(88,~~360~~428	)

12During the year ended December 31, 2022 cash (used in) provided by operating activities was $(871,590) compared to $(542,469) for the year ended December 31, 2021. The increase in the cash used in operating activities is primarily attributed to the change in fair value of derivative liabilities, amortization of debt discounts, and loss on debt extinguishment.

During the year ended December 31, 2021 cash (used in) provided by operating activities was $(529,635) compared to $(151,660) for the year ended December 31, 2020. The increase in the cash used in operating activities is primarily attributed to the change in fair value of derivative liabilities, stock based compensation and loss on conversion.14

During the year ended December 31, ~~2021~~2022 cash (used in) provided byfor investing activities was $(~~559~~735,~~119~~679) compared to $0(559,119) for the year ended December 31, ~~2020~~2021. ~~This~~In ~~increase~~the inyear ~~cash~~ended ~~used~~December in31, ~~investing~~2022, ~~activities~~the iscompany ~~due~~recognized tobrewing aequipment of $1,135,801, other property and equipment of $11,771, reclassified $450,000 of related party ~~deposit~~deposits, ~~paid~~recorded to$287,758 ~~begin~~of ~~fabrication~~related ofparty aaccounts ~~brewery system~~payable and ~~fixed~~incurred $325,865 ~~asset~~in ~~additions~~leasehold improvements.

During the year ended December 31, ~~2021~~2022, cash (used ~~for~~in) provided byfor financing activities was $1,~~013~~593,~~160~~466 compared to $~~261~~1,~~020~~013,160, for the year ended December 31, ~~2020~~2021. The increase in cash used by financing activity primarily resulted from an increase in proceeds from notes payable and promissory notes during the year ended December 31, ~~2021~~2022.

As of December 31, ~~2021~~2022, the Company had a cash balance and current asset total of $5932,~~261~~624 and $~~527~~92,~~665~~581 respectively, compared with $~~134~~46,~~855~~427 and $~~154~~527,~~551~~665 of cash and current assets, respectively, as of December 31, ~~2020~~2021. The ~~increase~~decrease in assets was due to the reclassification of related party ~~deposit of~~deposits ~~$450,000~~ for brewery equipment that was delivered and put into use in Q2 2022.

As of December 31, ~~2021~~2022, the Company had total current liabilities of $45,~~364~~867,~~451~~700 compared with $94,~~588~~364,~~260~~451 as of December 31, ~~2020~~2021. The ~~decrease~~increase in current liabilities was primarily attributed to aan ~~decrease~~increase in derivative liabilities, ~~and~~accrued ~~accounts~~liabilities, notes payable and related party liabilities.

Going Concern

The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. Since its inception, the Company has been funded by related parties through capital investment and borrowing funds.

As of December 31, ~~2021~~2022, we have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitions and activities. For these reasons, our auditors stated in their report on our December 31, ~~2021~~2022 audited financial statements that they have substantial doubt that we will be able to continue as a going concern.

Future Financings

We will continue to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund planned acquisitions and exploration activities.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

Critical Accounting Policies

Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management’s estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.

Significant Accounting Policies

Our discussion and analysis of our results of operations and liquidity and capital resources are based on our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates and judgments, including those related to revenue recognition, allowance for doubtful accounts, warranty liabilities, share-based payments, income taxes and litigation. We base our estimates on historical and anticipated results and trends and on various other assumptions that we believe are reasonable under the circumstances, including assumptions as to future events. These estimates form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. By their nature, estimates are subject to an inherent degree of uncertainty. Actual results that differ from our estimates could have a significant adverse effect on our operating results and financial position. We believe that the significant accounting policies and assumptions as detailed in Note 1 to the financial statements contained herein may involve a higher degree of judgment and complexity than others.

Contractual Obligations

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company does not hold any assets or liabilities requiring disclosure under this item.

1416

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

BREWBILT BREWING COMPANY ~~CONSOLIDATED FINANCIAL STATEMENTS~~

CONSOLIDATED FINANCIAL STATEMENTS

Table of Contents

		Page
Report of Independent Registered Public Accounting Firm (PCAOB ID: 2738)		16
Report of Independent Registered Public Accounting Firm (PCAOB ID 2738)		18
Consolidated Balance Sheets at December 31, 2021 and December 31, 2020		18
Consolidated Balance Sheets at December 31, 2022 and December 31, 2021		19
Consolidated Statements of Operations for the years ended December 31, 2021 and 2020		19
Consolidated Statements of Operations for the years ended December 31, 2022 and 2021		20
Consolidated Statements of Shareholders’ Deficit for the years ended December 31, 2021 and 2020		20
Consolidated Statements of Shareholders’ Deficit for the years ended December 31, 2022 and 2021		21
Consolidated Statements of Cash Flows for the years ended December 31, 2021 and 2020		21
Consolidated Statements of Cash Flows for the years ended December 31, 2022 and 2021		22
Notes to the Consolidated Financial Statements		2223

1517

(LOGO)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and
Stockholders of BrewBilt Brewing Company and subsidiaries

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of BrewBilt Brewing Company and subsidiaries (the Company) as of December 31, ~~2021~~2022 and ~~2020~~2021, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for each of ~~the~~two years in the ~~two-year~~ period ended December 31, ~~2021~~2022, and the related notes (collectively referred to as the consolidated financial statements). In In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as as of December 31, ~~2021~~2022 and ~~2020~~2021, and the results of its operations and its cash flows for each of the two years in the ~~two-year~~ period ended ~~December~~ December 31, ~~2021~~2022, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company suffered a net loss from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

16Critical Audit Matter

~~Critical~~The ~~Audit~~critical ~~Matters~~audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Derivative Liabilities

As discussed in Note 9, the Company borrows funds through the use of convertible notes payable that contain a conversion price that fluctuates with the stock price. Due to the fluctuation of the conversion price, the embedded conversion feature requires bifurcation from the host contract and is recorded as a liability subject to market adjustments as of each reporting period. Significant judgment is exercised by the Company in determining derivative liability values for these convertible note agreements, including the use of a specialist engaged by management.

We evaluated management’s conclusions regarding their derivative liability and reviewed support for the significant inputs used in the valuation model, as well as assessing the model for reasonableness.

Convertible Preferred Stock

As discussed in Note 11, the Company has issued and outstanding certain Preferred Shares that contain a fixed value and convertible into common stock at the closing market price on the date of conversion. Auditing management’s evaluation of the convertible preferred shares involves significant judgements and estimates in determining the proper classification of the preferred shares that include both debt and equity qualities. To evaluate the appropriateness and accuracy of the classification of the convertible preferred shares, we evaluated management’s assessment of the debt and equity like characteristics.

We evaluated management’s appropriateness and accuracy of the classification of the convertible preferred shares and evaluated management’s assessment of the debt and equity like characteristics.

/s/ M&K CPAS, PLLC We have served as the Company’s auditor since 2018. Houston, Texas April 04, 2022

BREWBILT BREWING COMPANY (Formerly known as Simlatus Corporation) CONSOLIDATED BALANCE SHEETS

	December 31,			December 31,
	2021			2020
ASSETS
Current Assets
Cash	$	59,261		$	134,855
Accounts receivable		1,793			5,563
Inventory, net		11,575			4,133
Prepaid expenses		5,036			—
Related party deposit		450,000			—
Other current asset		—			10,000
Total current assets		527,665			154,551
Property, plant and equipment, net		99,424			—
Financial lease assets - related party		26,815			31,178
Operating right-of-use assets		188,770			—
Security deposit		5,162			5,162
Total assets	$	847,836		$	190,891
LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable	$	475,429		$	522,418
Accrued wages		1,026,073			321,530
Accrued expenses		31,764			29,416
Accrued interest		245,656			148,233
Convertible notes payable in default		47,990			203,167
Convertible notes payable, net of discount		545,887			29,771
Current financing lease liabilities - related party		4,666			3,988
Current operating lease liabilities		36,369			—
Derivative liabilities		1,598,253			7,996,994
Loans payable		87,420			87,420
Related party liabilities		264,944			245,323
Total Current liabilities		4,364,451			9,588,260
Non-current financing lease liabilities - related party		22,149			27,190
Non-current operating lease liabilities		152,401			—
Total liabilities		4,539,001			9,615,450
Series A convertible preferred stock: 100,000 shares authorized, par value $0.0001; 30,746 shares issued and outstanding at December 31, 2021; 41,572 shares issued and outstanding at December 31, 2020 (1)		8,255,301			11,162,005
Series C convertible preferred stock, 0 shares authorized, par value $0.0001; 0 shares issued and outstanding at December 31, 2021; 35,583 shares issued and outstanding at December 31, 2020		—			355,830
Convertible preferred stock payable		5,000,000			754,249
Stockholders’ deficit:
Series B preferred stock: 5,000 shares authorized, par value $0.0001; 1,500 shares issued and outstanding at December 31, 2021; 500 shares issued and outstanding at December 31, 2020		—			—
Common stock: 2,000,000,000 shares authorized, par value $0.0001; 220,877,962 shares issued and outstanding at December 31, 2021; 32,644,913 shares issued and outstanding at December 31, 2020 (1)		22,088			3,264
Additional paid in capital		5,528,281			(6,062,064	)
Accumulated deficit		(22,496,835	)		(15,637,843	)
Total stockholders’ deficit		(16,946,466	)		(21,696,643	)
Total liabilities and stockholders’ deficit	$	847,836		$	190,891

(1) Preferred and common share amounts and per share amounts in the financial statements reflect the one-for-one hundred and fifty reverse stock split that was made effective on June 11, 2021.

The accompanying notes are an integral part of these financial statements

~~BREWBILT~~Convertible Notes ~~BREWING COMPANY (Formerly known as Simlatus Corporation) CONSOLIDATED STATEMENTS OF OPERATIONS~~Payable

	Years ended
	December 31,
	2021			2020
Sales	$	307,171		$	342,283
Cost of materials		11,415			7,821
Gross profit		295,756			334,462
Operating expenses:
Depreciation		9,695			—
G&A expenses		5,557,692			433,998
Professional fees		62,058			77,287
Salaries and wages		1,909,183			585,931
Total operating expenses		7,538,628			1,097,216
Loss from operations		(7,242,872	)		(762,754	)
Other income (expense):
Debt forgiveness		—			118,548
Gain (loss) on conversion of debt		(513,973	)		(72,051	)
Loss on conversion of debt of preferred shares		(1,603,865	)		(191,349	)
Derivative income (expense)		3,646,815			(9,404,359	)
Interest expense		(1,145,097	)		(1,146,357	)
Total other income (expense)		383,880			(10,695,568	)
Net profit (loss) before income taxes		(6,858,992	)		(11,458,322	)
Income tax expense		—			—
Net profit (loss)	$	(6,858,992	)	$	(11,458,322	)
Per share information
Weighted average number of common shares outstanding, basic (1)		90,327,379			9,483,059
Net income (loss) per common share, basic	$	(0.0759	)	$	(1.21	)
Weighted average number of common shares outstanding, diluted (1)		90,327,379			9,483,059
Net income (loss) per common share, diluted	$	(0.0759	)	$	(1.21	)

As discussed in Note 8, the Company borrows funds through the use of convertible notes payable that contain conversion prices that fluctuates with the Company’s stock price. Due to the variable nature of the conversion price, the embedded conversion features may require bifurcation from the host contract. Significant judgment is exercised by the Company in determining the proper treatment for these convertible note agreements.

~~(1)~~We evaluated ~~Common~~management’s ~~share~~conclusions ~~amounts~~regarding ~~and~~their ~~per~~convertible ~~share~~notes ~~amounts~~payable inby testing the ~~financial~~assumptions ~~statements~~used ~~reflect~~to ~~the~~account ~~one-~~for~~-one~~ ~~hundred~~the conversion features and ~~fifty~~testing ~~reverse~~the ~~stock~~completeness ~~split~~and ~~that~~accuracy ~~was~~of ~~made~~the ~~effective~~convertible onnote ~~June~~payable ~~11, 2021~~amounts.

~~The accompanying~~/s/ ~~notes~~M&K ~~are~~CPAS, anPLLC ~~integral~~We ~~part~~have ofserved ~~these~~as ~~financial~~the ~~statements~~Company’s auditor since 2018. Houston, Texas May 2, 2023

BREWBILT BREWING COMPANY (Formerly known as Simlatus Corporation) ~~CONSOLIDATED~~CONDENSED ~~STATEMENTS~~BALANCE ~~OF STOCKHOLDERS’ DEFICIT~~SHEETS

					\(1)																	(1)
	December 31,			December 31,
	Convertible Preferred Stock															Preferred Stock								Additional			Accumulated			Total
	2022			2021
	Series A (1)						Series C						Shares			Series B				Common Stock (1)				Paid-In			Earnings			Shareholders’
ASSETS
	Shares			Amount			Shares			Amount			Payable			Shares		Amount		Shares		Amount		Capital			(Deficit)			Equity (Deficit)
Current Assets
Balances for December 31, 2019		39,902		$	10,713,687			35,583		$	355,830		$	—			500	$	—		30,162	$	3	$	(12,857,402	)	$	(4,179,521	)	$	(17,036,920	)
Cash	$	32,624		$	46,427
Conversion of debt to common stock		—			—			—			—			—			—		—		24,495,581		2,449		1,075,266			—			1,077,715
Accounts receivable		17,247			—
Convertible preferred stock converted to common stock		(1,890	)		(507,576	)		—			—			—			—		—		8,119,147		812		698,111			—			698,923
Inventory, net		26,434			11,576
Convertible preferred stock issued to settle debt		3,560			955,894			—			—			—			—		—		—		—		—			—			—
Prepaid expenses		1,500			5,036
Convertible preferred shares to be issued to settle debt		—			—			—			—			754,249			—		—		—		—		—			—			—
Related party deposit		—			450,000
Related party debt settled to additional paid in capita		—			—			—			—			—			—		—		—		—		31,269			—			31,269
Other current assets		14,776			—
Imputed interest		—			—			—			—			—			—		—		—		—		14,136			—			14,136
Current assets of discontinued operations		—			14,626
Derivative settlements		—			—			—			—			—			—		—		—		—		4,976,556			—			4,976,556
Total current assets		92,581			527,665
Common shares issued due to reverse stock split rounding		—			—			—			—						—		—		23		—		—			—			—
Property, plant and equipment, net		1,468,933			99,424
Net loss		—			—			—			—			—			—		—		—		—		—			(11,458,322	)		(11,458,322	)
Finance lease assets - related party		51,088			—
Balances for December 31, 2020		41,572		$	11,162,005			35,583		$	355,830		$	754,249			500	$	—		32,644,913	$	3,264	$	(6,062,064	)	$	(15,637,843	)	$	(21,696,643	)
Operating right-of-use assets		357,150			188,770
Conversion of debt to common stock		—			—			—			—			—			—		—		106,219,740		10,622		1,435,906			—			1,446,528
Security deposit		6,500			—
Convertible preferred stock converted to common stock		(14,192	)		(3,810,486	)		(35,583	)		(355,830	)		—			—		—		74,842,217		7,486		5,762,695			—			5,770,181
Non-current assets of discontinued operations		—			31,977
Convertible preferred stock payable converted to preferred stock		2,809			754,249			—			—			(754,249	)		—		—		—		—		—			—			—
Total assets	$	1,976,252		$	847,836
Preferred stock issued for services		559			149,992			—			—			—			1,000		—		—		—		785,236			—			785,236
LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT
Convertible preferred shares to be issued pursuant to agreement		—			—			—			—			5,000,000			—		—		—		—		—			—			—
Current Liabilities:
Cashless warrant exercise		—			—			—			—			—			—		—		6,927,827		692		(692	)		—			—
Accounts payable	$	298,642		$	226,134
Common stock issued for services		—			—			—			—			—			—		—		233,333		23		87,477			—			87,500
Accrued wages		1,185,363			864,863
Imputed interest		—			—			—			—			—			—		—		—		—		34,179			—			34,179
Accrued expenses		61,571			3,611
Derivative settlements		—			—			—			—			—			—		—		—		—		3,218,753			—			3,218,753
Accrued interest		330,154			240,579
Warrant discounts		—			—			—			—			—			—		—		—		—		266,333			—			266,333
Convertible notes payable in default		66,490			47,990
Rounding due to reverse stock split		(2	)		(459	)		—			—			—			—		—		9,932		1		458			—			459
Convertible notes payable, net of discount		925,440			545,887
Net loss		—			—			—			—			—			—		—		—		—		—			(6,858,992	)		(6,858,992	)
Current finance lease liabilities - related party		9,252			—
Balances for December 31, 2021		30,746		$	8,255,301			—		$	—		$	5,000,000			1,500	$	—		220,877,962	$	22,088	$	5,528,281		$	(22,496,835	)	$	(16,946,466	)
Current operating lease liabilities		69,180			36,369
Derivative liabilities		2,398,176			1,598,253
Loans payable, net of discount		145,322			14,500
Related party liabilities		378,110			57,858
Current liabilities of discontinued operations		—			728,407
Total Current liabilities		5,867,700			4,364,451
Non-current finance lease liabilities - related party		41,836			—
Non-current operating lease liabilities		287,970			152,401
Non-current related party note payable		977,396			—
Non-current liabilities of discontinued operations		—			22,149
Total liabilities		7,174,902			4,539,001
Series A convertible preferred stock: 10,10,000 shares authorized, par value $0.0001 (1) 50,256 shares issued and outstanding at December 31, 2022 30,746 shares issued and outstanding at December 31, 2021		13,493,736			8,255,301
Convertible preferred stock payable		599,829			5,000,000
Stockholders’ deficit:
Series B preferred stock: 5,000 shares authorized, par value $0.00011,000 shares issued and outstanding at December 31, 20221,500 shares issued and outstanding at December 31, 2021		—			—
Common stock: 20,000,000,000 shares authorized, par value $0.0001 (1)207,723,162 shares issued and outstanding at December 31, 2022736,260 shares issued and outstanding at December 31, 2021		20,772			74
Additional paid in capital		11,728,527			5,550,295
Accumulated deficit		(31,041,514	)		(22,496,835	)
Total stockholders’ deficit		(19,292,215	)		(16,946,466	)
Total liabilities and stockholders’ deficit	$	1,976,252		$	847,836

(1) Preferred and common share amounts and per share amounts in the financial statements reflect the one-for-~~one~~three hundred ~~and fifty~~ reverse stock split that was made effective on ~~June~~September 1130, ~~2021~~2022.

The accompanying notes are an integral part of these financial statements

BREWBILT BREWING COMPANY (Formerly known as Simlatus Corporation) ~~CONSOLIDATED~~CONDENSED STATEMENTS OF ~~CASH FLOWS~~OPERATIONS

	Years ended
	December 31,
	2021			2020
	2022			2021
Cash flows from operating activities:
Sales	$	123,622		$	43,090
Net loss	$	(6,858,992	)	$	(11,458,322	)
Sales - related party		1,062			—
Adjustments to reconcile net loss to net cash used in operating activities:
Cost of sales		175,632			11,415
Amortization of convertible debt discount		851,216			705,157
Gross profit (loss)		(50,948	)		31,675
Depreciation		9,695			—
Operating expenses:
Stock based compensation		6,022,728			—
Depreciation		23,314			9,695
Debt forgiveness		—			(118,548	)
G&A expenses		1,213,620			5,360,058
Imputed interest		34,179			14,136
Professional fees		56,081			62,058
Loss on conversion of debt		513,973			72,051
Salaries and wages		1,717,113			1,498,563
Loss on conversion of preferred shares to common stock		1,603,865			191,349
Total operating expenses		3,010,128			6,930,374
Change in fair value of derivative liability		(3,646,815	)		9,404,359
Loss from operations		(3,061,076	)		(6,898,699	)
Penalties on notes payable		107,022			197,939
Other income (expense):
Decrease (increase) in operating assets and liabilities:
Interest income		8			—
Accounts receivable		3,770			2,178
Debt forgiveness		9,940			—
Inventory		(7,442	)		(3,708	)
Gain (loss) on extinguishment of debt		(875,042	)		—
Other current assets		10,000			(10,000	)
Gain (loss) on settlement of debt		76,171			—
Prepaid expenses		(5,036	)		7,268
Loss on conversion of debt		(807,032	)		(513,973	)
Accrued interest		152,679			(71,942	)
Loss on conversion of debt of preferred shares		(1,177,553	)		(1,603,865	)
Accounts payable		(46,989	)		168,166
Derivative income (expense)		(557,424	)		3,646,815
Accrued expenses		706,891			625,962
Interest expense		(1,918,971	)		(1,124,166	)
Advances from related parties		19,621			122,924
Total other income (expense)		(5,249,903	)		404,811
Deferred revenue		—			(629	)
Net profit (loss) before income taxes from continuing operations		(8,310,979	)		(6,493,888	)
Net cash (used in) provided by operating activities		(529,635	)		(151,660	)
Income tax expense		—			—
Cash flows from investing activities:
Net profit (loss) from continuing operations		(8,310,979	)		(6,493,888	)
Property, plant and equipment, additions		(109,119	)		—
Discontinued operations (Note 3)
Deposit on equipment - related party		(450,000	)		—
Loss from operation of discontinued operations		(233,700	)		(365,104	)
Net cash (used in) provided by investing activities		(559,119	)		—
Total profit (loss) from discontinued operations, net of tax		(233,700	)		(365,104	)
Cash flows from financing activities:
Net profit (loss)	$	(8,544,679	)	$	(6,858,992	)
Proceeds from convertible debt		1,013,160			190,100
Per share information
Proceeds from loans payable		—			72,920
Weighted average number of common shares outstanding, basic (1)		35,838,546			301,091
Payments on promissory notes		—			(2,000	)
Net income (loss) per common share, basic, for continued operations	$	(0.2319	)	$	(21.5678	)
Net cash (used in) provided for financing activities		1,013,160			261,020
Net income (loss) per common share, basic, for discontinued operations	$	(0.0065	)	$	(1.2126	)
Net increase (decrease) in cash		(75,594	)		109,360
Per share information
Cash, beginning of period		134,855			25,495
Weighted average number of common shares outstanding, diluted (1)		35,838,546			301,091
Cash, end of period	$	59,261		$	134,855
Net income (loss) per common share, diluted, for continued operations	$	(0.2319	)	$	(21.5678	)
Supplemental disclosures of cash flow information:
Net income (loss) per common share, diluted, for discontinued operations	$	(0.0065	)	$	(1.2126	)
Cash paid for income taxes	$	—		$	—
Cash paid for interest	$	—		$	—
Schedule of non-cash investing & financing activities:
Stock issued for debt conversion	$	932,554		$	1,005,664
Discount from derivative	$	466,827		$	400,393
Preferred stock converted to common stock	$	4,166,316		$	698,830
Derivative settlements	$	3,218,753		$	4,976,556
Warrant discounts	$	266,333		$	—
Cashless warrant exercise	$	692		$	—
Lease adoption recognition	$	203,216		$	31,178
Preferred stock payable converted to preferred stock	$	754,249		$	—
Settlement of debt by related party	$	—		$	507,481
Conversion of debt in to preferred shares	$	—		$	212,055
Conversion of accrued liabilities into preferred shares	$	—		$	743,839
Conversion of accrued liabilities into preferred shares payable	$	—		$	754,249
Debt exchanged for payment of accounts payable	$	—		$	15,600
Rounding of shares due to reverse stock split	$	459		$	—

(1)

Common share amounts and per share amounts in the financial statements reflect the one-for-three hundred reverse stock split that was made effective on September 30, 2022.

The accompanying notes are an integral part of these financial statements

BREWBILT BREWING COMPANY

(Formerly known as Simlatus Corporation)

CONDENSED STATEMENTS OF STOCKHOLDERS’ DEFICIT

					⁽¹⁾																		⁽¹⁾
	Convertible Preferred Stock															Preferred Stock									Additional			Accumulated			Total
	Series A (1)						Series C						Shares			Series B					Common Stock (1)				Paid-In			Earnings			Shareholders’
	Shares			Amount			Shares			Amount			Payable			Shares			Amount		Shares		Amount		Capital			(Deficit)			Equity (Deficit)
Balances for December 31, 2020		41,572		$	11,162,005			35,583		$	355,830		$	754,249			500		$	—		108,816	$	11	$	(6,058,811	)	$	(15,637,843	)	$	(21,696,643	)

Conversion of debt to common stock		—			—			—			—			—			—			—		354,067		35		1,446,493			—			1,446,528
Convertible preferred stock converted to common stock		(14,192	)		(3,810,486	)		(35,583	)		(355,830	)		—			—			—		249,473		25		5,770,156			—			5,770,181
Convertible preferred stock payable converted to preferred stock		2,809			754,249			—			—			(754,249	)		—			—		—		—		—			—			—
Convertible preferred stock to be issued pursuant to agreement		—			—			—			—			5,000,000			—			—		—		—		—			—			—
Preferred stock issued for services		559			149,992			—			—			—			1,000			—		—		—		785,236			—			785,236
Common stock issued for services		—			—			—			—			—			—			—		778		—		87,500			—			87,500
Cashless warrant exercise		—			—			—			—			—			—			—		23,093		3		(3	)		—			—
Imputed interest		—			—			—			—			—			—			—		—		—		34,179			—			34,179
Derivative settlements		—			—			—			—			—			—			—		—		—		3,218,753			—			3,218,753
Warrant discounts		—			—			—			—			—			—			—		—		—		266,333			—			266,333
Rounding due to reverse stock split		(2	)		(459	)		—			—			—			—			—		33		—		459			—			459
Net loss		—			—			—			—			—			—			—		—		—		—			(6,858,992	)		(6,858,992	)
Balances for December 31, 2021		30,746		$	8,255,301			—		$	—		$	5,000,000			1,500		$	—		736,260	$	74	$	5,550,295		$	(22,496,835	)	$	(16,946,466	)

Preferred shares issued and cancelled in connection with sale and settlement of wholly owned subsidiary		2,406			646,011			—			—			—			(500	)		—		—		—		(77,601	)		—			(77,601	)
Deconsolidation of wholly owned subsidiary		—			—			—			—			—			—			—		—		—		350,636			—			350,636
Conversion of debt to common stock		—			—			—			—			—			—			—		58,284,179		5,828		1,788,390			—			1,794,218
Common stock issued in connection with promissory note		—			—			—			—			—			—			—		1,000,000		100		14,000			—			14,100
Common stock issued pursuant to equity purchase agreement		—			—			—			—			—			—			—		3,577,833		358		24,747			—			25,105
Common stock issued pursuant to securities purchase agreement		—			—			—			—			—			—			—		100,000		10		20,990			—			21,000
Convertible preferred stock converted to common stock		(1,874	)		(503,169	)		—			—			—			—			—		40,061,283		4,006		897,870			—			901,876
Convertible preferred shares to be issued to settle accrued wages		—			—			—			—			400,065			—			—		—		—		(65	)		—			(65	)
Convertible preferred shares to be issued pursuant to director agreements		—			—			—			—			199,764			—			—		—		—		236			—			236
Convertible preferred shares issued for services		1,211			325,154			—			—			—			—			—		—		—		29			—			29
Convertible preferred shares issued in connection with promissory note		400			107,400			—			—			—			—			—		—		—		—			—			—
Convertible preferred stock payable converted to preferred stock		18,622			5,000,007			—			—			(5,000,000	)		—			—		—		—		(7	)		—			(7	)
Convertible preferred shares issued to directors to guarantee lease agreement		2,236			600,366			—			—			—			—			—		—		—		—			—			—
Convertible preferred shares issued to settle debt		223			59,876			—			—			—			—			—		—		—		—			—			—
Convertible preferred shares cancelled pursuant to settlement agreement		(455	)		(122,168	)		—			—			—			—			—		—		—		—			—			—
Convertible preferred shares cancelled and common shares issued as collateral to promissory note		(3,259	)		(875,042	)		—			—			—			—			—		87,504,150		8,750		1,645,079			—			1,653,829
Cashless warrant exercise		—			—			—			—			—			—			—		16,450,296		1,645		(1,645	)		—			—
Warrant discounts		—			—			—			—			—			—			—		—		—		508,340			—			508,340
Imputed interest		—			—			—			—			—			—			—		—		—		79,851			—			79,851
Derivative settlements		—			—			—			—			—			—			—		—		—		927,383			—			927,383
Rounding due to reverse stock split		—			—			—			—			—			—			—		9,161		1		(1	)		—			—
Net loss		—			—			—			—			—			—			—		—		—		—			(8,544,679	)		(8,544,679	)
Balances for December 31, 2022		50,256		$	13,493,736			—		$	—		$	599,829			1,000		$	—		207,723,162	$	20,772	$	11,728,527		$	(31,041,514	)	$	(19,292,215	)

(1)

Preferred and common share amounts and per share amounts in the financial statements reflect the one-for-three hundred reverse stock split that was made effective on September 30, 2022. The accompanying notes are an integral part of these financial statements

BREWBILT BREWING COMPANY

(Formerly known as Simlatus Corporation)

CONDENSED STATEMENTS OF CASH FLOWS


	Years ended
	December 31,
	2022			2021
Cash flows from operating activities:
Net loss from continued operations	$	(8,310,979	)	$	(6,493,888	)
Net loss from discontinued operations		(233,700	)		(365,104	)
Net loss		(8,544,679	)		(6,858,992	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of convertible debt discount		1,597,746			851,216
Depreciation		105,410			9,695
Stock based compensation		1,342,683			6,022,728
Preferred stock issued for services		325,183			—
Imputed interest		79,851			34,179
Forgiveness of debt		(9,940	)		—
Loss on conversion of debt		807,032			513,973
Loss on conversion of preferred shares		1,177,553			1,603,865
Gain on settlement of debt		(76,171	)		—
Loss on extinguishment of debt		875,042			—
Change in fair value of derivative liability		557,424			(3,646,815	)
Penalties on notes payable		—			107,022
Decrease (increase) in operating assets and liabilities:
Accounts receivable		(17,247	)		—
Inventory		(14,858	)		(7,442	)
Other current assets		(14,776	)		10,000
Prepaid expenses		3,536			(5,036	)
Security deposits		(6,500	)		—
Accrued interest		257,496			131,748
Accounts payable		72,508			(45,407	)
Accrued expenses		171,242			546,944
Advances from related parties		224,782			(36,761	)
Other current liabilities		—			(10,000	)
Net cash used in continuing operating activities		(1,086,683	)		(779,083	)
Net cash used in discontinued operating activities		215,093			236,614
Net cash (used in) provided by operating activities		(871,590	)		(542,469	)

Cash flows from investing activities:
Property, plant and equipment, additions		(1,185,679	)		(109,119	)
Deposit on equipment - related party		450,000			(450,000	)
Net cash (used in) provided by investing activities		(735,679	)		(559,119	)

Cash flows from financing activities:
Payments on convertible debt		(68,997	)		—
Proceeds from convertible debt		1,430,370			1,013,160
Proceeds from promissory notes		125,000			—
Payments on related party promissory notes		(12,000	)		—
Proceeds from related party loans		95,470			—
Payments on finance lease		(1,482	)		—
Proceeds from sale of stock		25,105			—
Net cash (used in) provided for financing activities		1,593,466			1,013,160

Net increase (decrease) in cash		(13,803	)		(88,428	)

Cash, beginning of period		46,427			134,855
Cash, end of period	$	32,624		$	46,427

Supplemental disclosures of cash flow information:
Cash paid for income taxes	$	—		$	—
Cash paid for interest	$	—		$	—

Schedule of non-cash investing & financing activities:
Preferred stock issued against related party debt in connection with deconsolidation	$	646,011		$	—
Deconsolidation of wholly owned entity	$	350,636		$	—
Debt converted to common stock	$	987,186		$	—
Preferred shares converted to common shares and related party note payable	$	875,042		$	—
Preferred shares cancelled	$	122,168		$	—
Stock issued for debt conversion	$	—		$	932,555
Discount from derivative	$	1,169,882		$	466,827
Preferred stock converted to common stock	$	503,169		$	4,166,316
Preferred stock issued to settle convertible debt	$	60,000		$	—
Related party exchange of accrued wages for note payable	$	114,354		$	—
Derivative settlements	$	927,383		$	3,218,753
Warrant discount from debt	$	508,340		$	266,333
Cashless warrant exercise	$	1,645		$	3
Convertible note payable exchanged for accrued interest	$	16,800		$	—
Lease adoption recognition	$	212,040		$	203,216
Preferred stock payable converted to preferred stock	$	5,000,007		$	754,249
Fixed assets exchanged for related party accounts payable	$	287,758		$	—
Rounding of shares due to reverse stock split	$	—		$	459
Fixed assets acquired with capitalized finance lease	$	52,570		$	—

The accompanying notes are an integral part of these financial statements

BREWBILT BREWING COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, ~~2021~~2022

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Description of Business

BrewBilt Brewing Company (formerly Simlatus Corporation) is the parent company of wholly- owned subsidiaries Satel Group Inc. and BrewBilt Brewing LLC. On July 1, 2022, the Company sold Satel Group Inc. to Richard Hylen in exchange for the debt owed to him by the Company. Located in the Sierra Foothills of Northern California, BrewBilt Brewing produces its own line of premium craft beers. BrewBilt Brewing LLC is a Type-23 licensed manufacturer with the California Alcoholic Beverage Control Board (ABC).

~~Satel~~BrewBilt ~~Group~~Brewing is devoted to the ~~premier~~modern ~~provider~~execution of ~~DirecTV~~traditional tostyles ~~high-rise~~utilizing ~~apartments~~hand-crafted, ~~condominiums~~industry-leading ~~and~~equipment ~~large~~combined ~~commercial~~with ~~office~~an artful ~~buildings~~approach inand ~~the~~a ~~San~~passion ~~Francisco metropolitan~~for ~~area~~quality. ~~and~~A isfocus ~~now~~on ~~expanding~~regionally ~~both~~sourced ~~their~~local ~~DirecTV~~malt, premium hops, and ~~Internet~~pristine ~~services~~water ~~across~~gives the ~~Bay~~company its ~~Area~~dynamic palette for distinctly satisfying beers. ~~Satel’s~~Inspired ~~revenues~~by ~~will~~European ~~support~~ brewing tradition and American craft innovation, BrewBilt Brewing creates ~~Company~~craft ~~during~~beers ~~construction~~that ofreflect ~~the~~a ~~brewing~~sense ~~facility~~of place and ~~ramp-up~~in oforder ~~craft~~to ~~beer~~share ~~revenues~~their brewing philosophy for the ultimate drinking pleasure.

BrewBilt Brewing isbrews anon ~~independent~~a ~~craft~~state-of-the-art ~~beer~~20-bbl ~~manufacturer~~brewhouse ~~offering~~built ~~its~~for ~~own~~us ~~line~~by ofour ~~lagers~~sister ~~and~~company ~~ales~~BrewBilt ~~with~~Manufacturing. aThe ~~particular~~company ~~focus~~specializes in onfermenting ~~traditional~~their ~~European~~ lagers. ~~BrewBilt~~in ~~Brewing~~stacked ~~will~~horizontal ~~also~~lagering ~~offer~~tanks ~~contract~~and ~~brewing~~to ~~services~~produce ~~for~~cold ~~other~~aging ~~breweries~~time in ~~need~~order ofto ~~additional~~achieve ~~capacity~~optimal astaste ~~well~~and clarity. asThe ~~private label~~craft ~~ales~~beer ~~for~~is ~~restaurants~~carefully ~~and~~packaged ~~bars~~using ~~desiring~~the ~~their~~new ~~own~~counter-pressure ~~house~~Codi-Line ~~beer~~to ensure the lowest possible level of oxygen which, in-turn, maximizes product quality and shelf life.

BrewBilt Brewing’s ~~LLC~~production isstaff ~~the~~are ~~entity~~industry ~~pursuing~~veterans ~~the~~who ~~Type~~use 23American ~~Small~~made, ~~Beer~~professional-grade ~~Manufacturer~~brewing ~~license~~equipment ~~from~~and ~~the~~ingredients ~~California Alcoholic Beverage Control Board (ABC).~~to Wedeliver ~~expect~~outstanding ~~this~~craft ~~license~~beer to beNorth ~~issued~~America ~~once brewery construction is nearing completion. BrewBilt Brewing LLC has already received our Brewers Notice from the Alcohol~~ and ~~Tobacco Tax and Trade Bureau (TTB)~~Europe.

~~BrewBilt~~The ~~Brewing~~company ~~Company~~serves ~~works~~major ~~closely~~grocery ~~with BrewBilt Manufacturing Inc.~~chains, ~~which is also located in Grass Valley~~restaurants, ~~California~~ and ~~led~~various byhospitality ~~CEO Jef Lewis~~chains. ~~BrewBilt Manufacturing custom designs and handcrafts brewing and fermentation equipment and will supply all necessary equipment to BrewBilt Brewing for our craft beer production.~~

~~BrewBilt~~Settlement ~~Brewing’s ties with BrewBilt Manufacturing provide strong relationships with local suppliers of raw materials, equipment~~ and ~~services in~~Sale California, an aggressive referral network of satisfied customers nationwide, and an Advisory Board consisting of successful business leaders who provide valuable product feedback and business expertise to management. The craft brewing and spirits industries continue to grow worldwide. California is where American craft brewing began and now has over 950 operating breweries – being centrally located in this booming market was a large draw for BrewBilt Brewing to locate its facility in the Sierra foothills.Transaction

InOn ~~March~~July of1, ~~2021~~2022, ~~BrewBilt~~the ~~Brewing~~Company ~~began~~executed ~~design~~a Settlement and ~~permitting~~Sale ~~for~~Agreement ~~the~~with ~~construction~~our ofChairman, ~~its~~Richard ~~brewing~~Hylen. ~~facility~~The inCompany ~~Grass~~agreed ~~Valley,~~to ~~California.~~sell the wholly ~~This~~owned ~~facility~~subsidiary, ~~was~~Satel ~~leased~~Group, byInc. ~~BrewBilt~~to ~~and~~Mr. isHylen ~~being~~in ~~upgraded~~exchange ~~with~~for ~~substantial~~the ~~tenant~~debt ~~improvements~~that tothe ~~include~~Company aowes 20him. ~~BBL~~As ~~brewhouse~~of June 30, 202022, ~~and~~this debt is 40inclusive ~~BBL~~of ~~fermentation~~unpaid ~~tanks,~~wages ~~cold-storage~~and ~~space~~interest of $264,096 and apersonal ~~state-of-the-art~~loans ~~canning~~made ~~line.~~to InSatel ~~July~~in the amount of ~~2021~~$304,314. The ~~BrewBilt~~Company ~~took~~issued ~~the~~2,406 ~~opportunity~~shares ~~to expand~~of ~~again~~Convertible byPreferred ~~leasing~~Series ~~additional~~A ~~space~~stock ~~adjacent~~at to$268.50 ~~the~~per ~~original~~share, ~~lease~~with a fair value of $646,011.

Reincorporation Merger Transaction

On March 24, 2021 Simlatus filed a PRE14C disclosing the merger between BrewBilt Brewing and Simlatus. Our Board of Directors and the holders of a majority of the voting power of our stockholders approved an Agreement and Plan of Merger pursuant to which the Company merged with and into BrewBilt Brewing Company, a Florida corporation and wholly-owned subsidiary of the Company, which resulted in the Company’s reincorporation from the State of Nevada to the State of Florida and change in the Company’s name to BrewBilt Brewing Company (the “Reincorporation Merger”). On March 16, 2021, the date we received the consent of the holders of a majority of the voting power of our stockholders, there were 61,373,100 shares of common stock outstanding, 33,020 shares of our Series A Preferred Stock outstanding, 1,500 shares of our Series B Preferred Stock outstanding, and 35,583 shares of our Series C Preferred Stock outstanding. The Series A Preferred Stock and Series C Preferred Stock are non-voting. Each share of Series B Preferred Stock has the right to cast a number of votes equal to four times the votes of all of the shares of our outstanding common stock with respect to any and all matters presented to the holders of common stock for their action.

Following the Reincorporation Merger, BrewBilt Brewing Company has a greater number of authorized shares of common stock available for issuance than the Company previously had available for issuance. Although at present the Company has no commitments or agreements to issue additional shares of common stock, it desires to have additional shares available to provide additional flexibility to use its capital stock for business and financial purposes in the future.

We obtained the approval of Jeffrey Lewis, Chief Executive Officer; Bennett Buchanan, Director; Samuel Berry, Chief Operations Officer; and Richard Hylen, Chairman of the Board, to the actions described in the Information Statement. Messrs. Lewis, Berry and Hylen collectively hold 683 shares of our common stock, 6,519 shares of Series A Preferred Stock, and all 1,500 shares of our Series B Preferred Stock, or approximately 99% of the voting power of our stockholders.

On April 19, 2021 in connection with the Merger Agreement, the Company approved the authorization of a 1 for 150 reverse stock split of the Company’s outstanding shares of Convertible Series A Preferred stock. In addition, the Company reduced the number of authorized shares to 100,000 with a par value of $0.0001. The financial statements have been retroactively adjusted to take this into account for all periods presented.

On April 19, 2021, in connection with the Merger Agreement, the Company approved the authorization of a 1 for 150 reverse stock split of the Company’s outstanding shares of common stock. In addition, the Company reduced the number of authorized shares to 200,000,000 with a par value of $0.0001. The reverse split was effective on June 11, 2021, and the financial statements have been retroactively adjusted to take this into account for all periods presented. The Company issued 9,932 common shares due to rounding in connection with the reverse stock split.

The Reincorporation Merger transaction was completed on June 11, 2021.

Financial Statement Presentation

The audited financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Reclassification

Certain prior period amounts have been reclassified to conform to current period presentation.

Fiscal Year End

The Company has selected December 31 as its fiscal year end.

Use of Estimates

The preparation of the Company’s financial statements in conformity with ~~generally~~U.S. ~~accepted~~GAAP ~~accounting principles of United States of America~~ requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management regularly evaluates estimates and assumptions related to the valuation of assets and liabilities.

Management makes its best estimate of the ultimate outcome for these items based on historical trends and other information available when the financial statements are prepared. Actual results could differ from those estimates.24

23Management bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from managements estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Significant estimates include:

■

Liability for legal contingencies.

■

Useful life of assets.

■

Deferred income taxes and related valuation allowances.

■

Impairment of finite-lived intangibles.

■

Obsolescence of inventory

■

Stock-based compensation calculated using the lattice pricing model.

Cash Equivalents

The Company considers all highly liquid investments with maturities of 90 days or less from the date of purchase to be cash equivalents.

Discontinued Operations

In accordance with the Financial Accounting Standards Board, ASC 205-20, Presentation of Financial Statements - Discontinued Operations, the results of operations of a component of an entity or a group or component of an entity that represents a strategic shift that has, or will have, a major effect on the reporting company’s operations that has either been disposed of or is classified as held-for-sale are required to be reported as discontinued operations in a company’s consolidated financial statements. In order to be considered a discontinued operation, both the operations and cash flows of the discontinued component must have been (or will be) eliminated from the ongoing operations of the company and the company will not have any significant continuing involvement in the operations of the discontinued component after the disposal transaction. As a result of the Settlement and Sale Agreement to sell Satel Group Inc., the accompanying consolidated financial statements reflect the activity related to the sale of its previously wholly owned subsidiary as discontinued operations.

Advertising Costs

The Company expenses the cost of advertising and promotional materials when incurred. On September 27, 2022, the Company entered into a Platform Services Contract with SRAX for marketing advisory services and platform fees for a period of one year in the amount of $300,000, to be paid in Convertible Preferred Series A stock. The fees are non-refundable and therefore the Company recorded the full amount to the statement of operations. Total advertising costs were $40371,~~958~~294 and $~~900~~40,824, for the years ended December 31, ~~2021~~2022 and December 31, ~~2020~~2021, respectively.

Leases

In February 2016, the FASB issued ASU 2016-02, “Leases” Topic 842, which amends the guidance in former ASC Topic 840, Leases. The new standard increases transparency and comparability most significantly by requiring the recognition by lessees of right-of-use (“ROU”) assets and lease liabilities on the balance sheet for all leases longer than 12 months. Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. For lessees, leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement.

Revenue Recognition and Related Allowances

During the year ended December 31, 2021, the Company’s main revenue stream is from selling DirecTV services to corporate and residential customers. 53% of the Company’s revenue is from commissions, 18% is from corporate service subscribers, 11% is from residential service subscribers, and 4% was from installations and equipment. In addition, the Company’s sales for audio/video systems represented 14% of revenues.

On January 1, 2018, we adopted Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Accounting Standards Codification (ASC) Topic 605, Revenue Recognition (Topic 605). Results for reporting periods beginning after January 1, 2018 are presented under Topic 606. The impact of adopting the new revenue standard was not material to our financial statements and there was no adjustment to beginning retained earnings on January 1, 2018.

Under Topic 606, revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.

We determine revenue recognition through the following steps:

● identification of the contract, or contracts, with a customer; ● identification of the performance obligations in the contract; ● determination of the transaction price; ● allocation of the transaction price to the performance obligations in the contract; and ● recognition of revenue when, or as, we satisfy a performance obligation.

●If the ~~identification~~conditions offor revenue recognition are not met, the ~~performance~~Company ~~obligations~~defers inthe revenue and related cost of sales until all conditions are met. As of December 31, 2022 and 2021, the ~~contract;~~Company has deferred revenue of $0 and $0, respectively.

● determination of the transaction price;

● allocation of the transaction price to the performance obligations in the contract; and

● recognition of revenue when, or as, we satisfy a performance obligation.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable are stated at the amount that management expects to collect from outstanding balances. Bad debts and allowances are provided based on historical experience and management’s evaluation of outstanding accounts receivable. Management evaluates past due or delinquency of accounts receivable based on the open invoices aged on a due date basis. The allowance for doubtful accounts at December 31, ~~2021~~2022 and December 31, ~~2020~~2021 is $0.

Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses are carried at amortized cost and represent liabilities for goods and services provided to the Company prior to the end of the fiscal year that are unpaid and arise when the Company becomes obliged to make future payments in respect of the purchase of these goods and services.

~~Loss~~Basic and Diluted Loss Per Share

~~Basic~~In ~~loss~~accordance ~~per~~with ~~share~~ASC ofTopic 280 – “Earnings Per Share”, the basic loss per common ~~stock~~share is computed by dividing ~~the~~ net loss available to common stockholders by the weighted average number of common shares outstanding during the period after giving retroactive effect to the reverse stock split affected on ~~June~~September 1130, ~~2021~~2022 (see Note 16). Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.

Inventories

Inventories consist of raw materials, beer cans and labels, keg collars and toppers, inbound freight charges, purchasing and receiving costs, and finished goods. Inventories are stated at the lower of cost, computed using the first-in, first-out method and net realizable value. Any adjustments to reduce the cost of inventories to their net realizable value are recognized in earnings in the current period. As of December 31, 2022 and December 31, 2021, the Company has inventory of $26,434 and $11,576, respectively.

Impairment of Long-Lived Assets

The Company reviews long-lived assets, including definite-lived intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of these assets is determined by comparing the forecasted undiscounted net cash flows of the operation to which the assets relate to the carrying amount. If the operation is determined to be unable to recover the carrying amount of its assets, then these assets are written down first, followed by other long-lived assets of the operation to fair value. Fair value is determined based on discounted cash flows or appraised values, depending on the nature of the assets. For the years ended December 31, 2022, and 2021, there were no impairment losses recognized for long-lived assets.

Fair Value of Financial Instruments

Fair value is defined as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk including our own credit risk.

In addition to defining fair value, the standard expands the disclosure requirements around fair value and establishes a fair value hierarchy for valuation inputs is expanded. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels, and which is determined by the lowest level input that is significant to the fair value measurement in its entirety.

These levels are:

Level 1 - inputs are based upon unadjusted quoted prices for identical instruments traded in active markets.

Level 2 - inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 - inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques.

The following table represents the Company’s financial instruments that are measured at fair value on a recurring basis as of December 31, ~~2021~~2022 and December 31, ~~2020~~2021 for each fair value hierarchy level:

December 31, 2022	Derivative Liabilities		Total
Level I	$	—	$	—
Level II	$	—	$	—
Level III	$	2,398,176	$	2,398,176
December 31, 2021	Derivative Liabilities		Total
Level I	$	—	$	—
Level II	$	—	$	—
Level III	$	1,598,253	$	1,598,253

25In management’s opinion, the fair value of convertible notes payable and advances payable is approximate to carrying value as the interest rates and other features of these instruments approximate those obtainable for similar instruments in the current market. Unless otherwise noted, it is managements opinion that the Company is not exposed to significant interest, exchange or credit risks arising from these financial instruments. As of December 31, 2022 and December 31, 2021, the balances reported for cash, accounts receivable, prepaid expenses, accounts payable, and accrued liabilities, approximate the fair value because of their short maturities.

December 31, 2020	Derivative Liabilities		Total
Level I	$	—	$	—
Level II	$	—	$	—
Level III	$	7,996,994	$	7,996,994

Debt issuance costs and debt discounts

InDebt ~~management’s~~issuance ~~opinion,~~costs ~~the fair value of convertible notes payable~~ and ~~advances~~debt ~~payable~~discounts isare ~~approximate~~being toamortized ~~carrying~~over ~~value as~~ the ~~interest~~ ~~rates~~lives ~~and other features~~ of ~~these instruments approximate those obtainable for similar instruments in~~ the ~~current~~related ~~market.~~financings ~~Unless otherwise~~on ~~noted,~~a itbasis ~~is management’s opinion~~ that approximates the ~~Company is not exposed to significant~~ effective interest, ~~exchange~~method. orCosts ~~credit~~and ~~risks~~discounts ~~arising from~~are ~~these~~presented ~~financial~~as ~~instruments.~~a Asreduction of ~~December 31, 2021 and December 31, 2020,~~ the ~~balances~~related ~~reported~~debt ~~for~~in ~~cash, accounts receivable, prepaid expenses, accounts payable, and accrued liabilities, approximate~~ the ~~fair~~accompanying ~~value~~consolidated ~~because~~balance ~~of their short maturities~~sheets.

Income Taxes

The Company records deferred taxes in accordance with FASB ASC No. 740, Income Taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and loss carryforwards and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rules on deferred tax assets and liabilities is recognized in operations in the year of change. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized.

As of the date of this filing, the Company is not current in filing their tax returns. The last return filed by the Company was December 31, 2017, and the Company has not accrued any potential penalties or interest from that period forward. The Company will need to file returns for the ~~year~~years ending December 31, 2022, 2021, 2020, 2019 and 2018, which are still open for examination.

Recent Accounting Pronouncements

In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The guidance requires companies to measure credit losses utilizing a methodology that reflects expected credit losses and requires the consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company is evaluating the impact of the new standard.

Although there were new accounting pronouncements issued or proposed by the FASB ~~during~~for the year ended December 31, ~~2021~~2022 and through the date of of filing of this report, the Company does not believe any of these accounting pronouncements has had or will have a material impact on on its financial position or results of operations.

2. GOING CONCERN

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As of December 31, ~~2021~~2022, the Company has a shareholders’ deficit of $1619,~~946~~292,~~466~~215 since its inception, working capital deficit of $35,~~836~~775,~~786~~119, negative cash flows from operations, and has limited business operations, which raises substantial doubt about the Company’s ability to continue as going concern. The ability of the Company to meet its commitments as they become payable is dependent on the ability of the Company to obtain necessary financing or ~~achieving~~achieve a profitable level of operations. There is no assurance the Company will be successful in ~~achieving~~ achieving these goals.

26The Company does not have sufficient cash to fund its desired business objectives for its production and marketing for the next 12 months. The Company has arranged financing and intends to utilize the cash received to fund the production and marketing of more beers. This financing may be insufficient to fund expenditures or other cash requirements required to complete the product design for the augmented/virtual reality markets. There can be no assurance the Company will be successful in completing any new product development. The Company plans to seek additional financing if necessary, in private or public equity offering(s) to secure future funding for operations. There can be no assurance the Company will be successful in raising additional funding. If the Company is not able to secure additional funding, the implementation of the Company’s business plan will be impaired. There can be no assurance that such additional financing will be available to the Company on acceptable terms or at all.

The Company does not have sufficient cash to fund its desired research and development objectives for its augmented/virtual reality product development for the next 12 months. The Company has arranged financing and intends to utilize the cash received to fund the research and development project. This financing may be insufficient to fund expenditures or other cash requirements required to complete the product design for the augmented/virtual reality markets. There can be no assurance the Company will be successful in completing any new product development. The Company plans to seek additional financing if necessary, in private or public equity offering(s) to secure future funding for operations. There can be no assurance the Company will be successful in raising additional funding. If the Company is not able to secure additional funding, the implementation of the Company’s business plan will be impaired. There can be no assurance that such additional financing will be available to the Company on acceptable terms or at all.

These financial statements do not give effect to adjustments to the amounts and classification to assets and liabilities that would be necessary should the Company be unable to continue as a going concern.

3. ~~RELATED~~DISCONTINUED ~~PARTY~~OPERATIONS ~~DEPOSITS~~– SATEL GROUP, INC. DISPOSITION

~~During~~On ~~the~~July ~~year ended December 31~~1, ~~2021~~2022, the Company ~~paid~~and aRichard ~~deposit~~Hylen of(the ~~$450,000~~“Buyer”) toentered ~~BrewBilt~~into ~~Manufacturing~~a toSettlement ~~begin~~and ~~fabrication~~Sale ofAgreement afor ~~brewery system.~~the ~~The~~sale of the Company’s ~~anticipates~~wholly ~~the~~owned ~~system~~subsidiary, ~~will~~Satel beGroup ~~complete~~Inc. ~~within~~in ~~six~~exchange for the debt owed to ~~nine~~the ~~months~~buyer.

~~4. PROPERTY, PLANT, AND EQUIPMENT~~28

Satel Group Inc. is the premier provider of DirecTV to high-rise apartments, condominiums, and large commercial office buildings in the San Francisco metropolitan area. Satel’s revenues supported BrewBilt Brewing Company during construction of the brewing facility and ramp-up of craft beer revenues.

As of June 30, 2022, the debt is inclusive of unpaid wages of $254,272 and interest owed on the unpaid wages of $9,824 for a total amount of $264,096. Further, the buyer has personal loans made to Satel in the amount of $304,314. The company valued the liabilities at $646,011 and exchanged this with Preferred Series A stock at $268.50 per share for a total of 2,406 shares.

In accordance with ASC 205-20, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, a disposal of a component of an entity or a group of components of an entity is required to be reported as discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results when the components of an entity meets the criteria in paragraph 205-20-45-1E to be classified as held for sale. The disposition of Satel met the criteria in paragraph 205-20-45-1E and was reported as a discontinued operation.

The major classes of assets and liabilities disposed of, reflected in our condensed balance sheet as of December 31 2021, respectively, are presented below:


Current Assets
Cash	$	12,834
Accounts receivable		1,792
Total current assets of discontinued operations		14,626

Financial lease assets - related party		26,815
Security deposit		5,162
Total non-current assets of discontinued operations		31,977

Total assets of discontinued operations	$	46,603

Current Liabilities:
Accounts payable	$	249,295
Accrued wages		161,210
Accrued expenses		28,153
Accrued interest		5,077
Current financing lease liabilities - related party		4,666
Loans payable		72,920
Related party liabilities		207,086
Total current liabilities of discontinued operations		728,407

Non-current financing lease liabilities - related party		22,149

Total liabilities of discontinued operations	$	750,556

During the year ended December 31, 2022 and December 31, 2021, discontinued operations consisted of the following:

	December 31
	2022			2021
Revenue	$	93,420		$	264,081
Operating expenses		302,171			608,254
Interest expense		24,949			20,931
Net loss	$	(233,700	)	$	(365,104	)

4. PREPAID EXPENSES

Prepaid fees represent amounts paid in advance for future contractual benefits to be received. Expenses paid in advance are recorded as a prepaid asset and then amortized to the statements of operations when services are rendered, or over the life of the contract using the straight-line method.

As of December 31, 2022 and December 31, 2021, prepaid expenses consisted of the following:

Schedule of Prepaid Expenses

	December 31,		December 31,
	2022		2021
Prepaid accounting fees	$	1,500	$	—
Prepaid leaseholder improvements		—		5,000
Prepaid postage		—		36
Prepaid Expenses	$	1,500	$	5,036

5. RELATED PARTY DEPOSITS

During the years ending December 31, 2022 and December 31, 2021, the Company paid deposits of $398,042 and $450,000, respectively, to BrewBilt Manufacturing for fabrication of a brewery system. During the year ended December 31, 2022, equipment in the amount of $1,135,801 was completed and delivered to the Company. In addition to the deposits paid, the Company made payments of $88,531, and ordered additional brewing materials and supplies in the amount of $1,366. As of December 31, 2022, the Company has an outstanding accounts payable balance to BrewBilt Manufacturing of $200,593.

All fabricated equipment is non-refundable. Any equipment purchased by BrewBilt Manufacturing on behalf of the company would potentially be refundable based on the individual manufacturers return policy.

6. PROPERTY, PLANT, AND EQUIPMENT

Property, plant, and equipment are stated at cost or fair value as of the date of acquisition. Expenditures for repairs and maintenance are expensed as incurred. Major renewals and betterments that extend the life of the property are capitalized. Depreciation is computed using the straight-line method based upon the estimated useful lives of the underlying assets as follows:

Schedule of Use Life of Assets


Kegs	5 years

Computer software and equipment	2 to 5 years, or the term of a software license, whichever is shorter

Office equipment and furniture	3 to 7 years

Machinery and equipment	3 to 20 years

Leasehold improvements	Lesser of the remaining term of the lease or estimated useful life of the asset

~~Property, plant, and equipment consisted of the following at December 31, 2021 and December 31, 2020:~~30

Property, plant, and equipment consisted of the following as of December 31, 2022 and December 31, 2021:

	December 31,			December 31,
	2021			2020
	2022			2021
Leasehold Improvements	$	68,487		$	—
Property and Equipment	$	1,185,271		$	37,699
Machinery and Equipment		40,632			—
Computer Equipment		2,933			2,933
Property, plant, and equipment, gross		109,119			—
Leasehold Improvements		394,352			68,487
Less accumulated depreciation		(9,695	)		—
Property, plant, and equipment, gross		1,582,556			109,119
Property, plant and equipment, net	$	99,424		$	—
Less accumulated depreciation		(113,623	)		(9,695	)
Property, plant, and equipment, net	$	1,468,933		$	99,424

27During the year ended December 31, 2022, the majority of the brewing equipment fabricated by BrewBilt Manufacturing was completed and delivered to the company. The equipment that has been delivered and put into use has a cost of $1,135,801. In addition, the Company purchased pallets and kegs from other vendors in the amount of $11,771, and recorded $325, 865 in leaseholder improvements. During the years ended December 31, 2022 and December 31, 2021, the company recorded depreciation expenses of $103,928 and $9,696, respectively.

57. ACCRUED EXPENSES

As of December 31, ~~2021~~2022 and December 31, ~~2020~~2021, accrued expenses were comprised of the following:

Schedule of Accrued Expenses

	December 31,		December 31,
	2021		2020
	2022		2021
Accrued expenses
Credit cards	$	1011,~~192~~881	$	~~407~~3,356
Customer deposits		18,307		18,307
CRV payable		720		—
Employee liabilities		—		7,612
Customer keg deposits		2,580		—
Sales tax payable		265		90
Payroll tax liabilities		34,035		—
Short-term loans		3,000		3,000
Sales tax payable		355		255
Total accrued expenses	$	31,764	$	29,416
Other short-term liabilities		12,000		—
Total accrued expenses	$	61,571	$	3,611
Accrued interest
Interest on notes payable	$	8896,~~114~~796	$	4488,~~855~~114
Interest on short-term loans		1,214		5,826
Interest on accrued wages		233,358		152,465
Interest on accrued wages		156,328		97,552
Total accrued interest	$	330,154	$	240,579
Total accrued interest	$	245,656	$	148,233
Accrued wages	$	1,185,363	$	864,863
Accrued wages	$	1,026,073	$	321,530

6.During ~~CONVERTIBLE~~the ~~NOTES~~year ~~PAYABLE~~ended December 31, 2021, the Company had accrued expenses, wages, and interest of $28,153, $5,077, and $161,210, respectively, for Satel Group, Inc., which has been reported as current liabilities to discontinued operations on the balance sheet (see Note 3).

~~As of December~~ 31~~, 2021 and December 31, 2020, notes payable were comprised of the following:~~

8. CONVERTIBLE NOTES PAYABLE

As of December 31, 2022 and December 31, 2021, notes payable were comprised of the following:

Schedule of Convertible Notes Payable

	Original	Due	Interest	Conversion	December 31,			December 31,
	Note Date	Date	Rate	Rate	~~2021~~2022			~~2020~~2021
BHP Capital NY #6	5/30/2019	2/29/2020	18%	Variable		—			27,500
1800 Diagonal #1	10/10/2022	10/10/2023	10%	Variable		44,250			—
BHP Capital NY #7	7/22/2019	7/22/2020	8%	Variable		—			37,950
1800 Diagonal #2	11/2/2022	11/2/2023	10%	Variable		54,250			—
BHP Capital NY #9	12/20/2019	12/20/2020	12%	Variable		—			11,075
1800 Diagonal #3	11/28/2022	11/28/2023	10%	Variable		44,250			—
Emunah Funding #4*	10/20/~~2018~~2017	7/20/~~2019~~2018	24%	Variable		2,990			2,990
Emunah Funding #8	1/31/2019	1/31/2020	24%	Variable		—			33,652
FirstFire Global*	3/8/2021	3/8/2022	16%	0.18		31,000			149,000
FirstFire Global	3/8/2021	3/8/2022	12%	0.09		149,000			—
Fourth Man #11	3/5/2021	3/5/2022	12%	0.12		—			26,000
Fourth Man #9	8/3/2020	8/3/2021	8%	Variable		—			27,500
Fourth Man #12	9/27/2021	9/27/2022	12%	0.12		—			111,000
Fourth Man #10	12/15/2020	12/15/2021	8%	Variable		—			33,000
Fourth Man #13	1/10/2022	1/10/2023	12%	0.45		48,000			—
Fourth Man #11	3/5/2021	3/5/2022	12%	0.09		26,000			—
Fourth Man #14	12/22/2022	12/22/2023	12%	0.0009		52,000			—
Fourth Man #12	9/27/2021	9/27/2022	12%	0.015		111,000			—
Jefferson St Capital #2*	3/5/2019	10/18/2019	0%	Variable		5,000			5,000
Jefferson St Capital #6	6/21/2019	3/21/2020	18%	Variable		—			27,500
Mast Hill Fund #1	1/27/2022	1/27/2023	12%	0.9		248,787			—
Jefferson St Capital #7	8/20/2019	5/20/2020	18%	Variable		—			38,500
Mast Hill Fund #2	3/3/2022	3/3/2023	12%	0.3		63,000			—
Jefferson St Capital #8	12/20/2019	12/20/2020	12%	Variable		—			19,000
Mast Hill Fund #3	4/1/2022	4/1/2023	12%	0.18		381,144			—
Labrys Fund #2	7/28/2021	7/28/2022	12%	0.03		140,000			—
Mast Hill Fund #4	7/13/2022	7/13/2023	12%	0.06		125,000			—
Optempus Invest #4*	11/2/2020	11/2/2021	10%	Variable		20,000			20,000
Mast Hill Fund #5	9/6/2022	9/6/2023	12%	0.06		125,000			—
Optempus Invest #5*	11/5/2020	11/5/2021	10%	Variable		20,000			20,000
Mast Hill Fund #6	10/14/2022	10/14/2023	12%	0.0035		245,000			—
Optempus Invest #6	12/31/2020	12/31/2021	6%	Variable		20,000			20,000
Mammoth*	3/3/2022	12/3/2022	18%	Variable		27,500			—
Power Up Lending #5	6/15/2020	6/15/2021	10%	Variable		—			13,100
May Davis Partners	3/14/2022	12/14/2022	0%	Variable		—			—
Power Up Lending #6	6/24/2020	6/24/2021	10%	Variable		—			33,000
Labrys Fund #2	7/28/2021	7/28/2022	12%	9		—			140,000
Power Up Lending #7	7/9/2021	7/9/2022	10%	Variable		78,750			—
Optempus Invest #4	11/2/2020	11/2/2021	10%	Variable		—			20,000
Power Up Lending #8	8/2/2021	8/2/2022	10%	Variable		53,750			—
Optempus Invest #5	11/5/2020	11/5/2021	10%	Variable		—			20,000
Power Up Lending #9	8/24/2021	8/24/2022	10%	Variable		78,750			—
Optempus Invest #6	12/31/2020	12/31/2021	6%	Variable		—			20,000
Power Up Lending #10	9/8/2021	9/8/2022	10%	Variable		43,750			—
Pacific Pier Capital #1	5/20/2022	5/20/2023	12%	0.105		60,000			—
Power Up Lending #11	10/8/2021	10/8/2022	10%	Variable		43,750			—
Pacific Pier Capital #2	11/3/2022	11/3/2023	12%	0.0015		20,000			—
						792,740			369,767
Power Up Lending #7	7/9/2021	7/9/2022	10%	Variable		—			78,750
Less debt discount						(198,863	)		(136,829	)
Power Up Lending #8	8/2/2021	8/2/2022	10%	Variable		—			53,750
Notes payable, net of discount					$	593,877		$	232,938
Power Up Lending #9	8/24/2021	8/24/2022	10%	Variable		—			78,750
Power Up Lending #10	9/8/2021	9/8/2022	10%	Variable		—			43,750
Power Up Lending #11	10/8/2021	10/8/2022	10%	Variable		—			43,750
						1,577,171			792,740
Less debt discount						(585,241	)		(198,863	)
Notes payable, net of discount					$	991,930		$	593,877

* As of December 31, ~~2021~~2022, the balance of notes payable that are in default is $4766,~~990~~490.

281800 Diagonal Lending LLC (formerly Sixth Street Lending LLC)

~~BHP~~On ~~Capital~~January NY11, ~~Inc~~2022, the Company issued a convertible note to 1800 Diagonal LLC for $53,750, of which $50,000 was received in cash, and $3,750 was recorded as transaction fees. The note bears interest at 10% (increases to 22% per annum upon an event of default), matures on January 11, 2023, and is convertible beginning on the date which is 180 days following the date of the note. The conversion price is 61% multiplied by the average of the two lowest trading prices during the 20 day trading period on the trading day prior to the conversion date. On July 10, 2022, the Company recorded a debt discount from the derivative equal to $53,750 due to this conversion feature, which has been amortized to the statement of operations. During the year ended December 31, 2022, the Company issued 724,580 common shares upon the conversion of principal in the amount of $53,750 and interest of $2,688. As of December 31, 2022, the note has been fully satisfied.

On May 30, 2019, the Company issued a convertible note to BHP Capital NY for $27,500, which includes $16,667 paid Auctus Fund pursuant to a settlement agreement, $5,000 to settle outstanding accounts payable, transaction fee interest of $3,000, and cash consideration of $2,833. The note bears interest of 8% (increases to 18% per annum upon an event of default), matures on February 29, 2020, and is convertible into common stock at 65% of the lowest trading price of the 15 trading day period ending on the latest complete day prior to the date of conversion. The Company recorded a debt discount from the derivative equal to $27,500 due to this conversion feature, which has been amortized to the statement of operations. During the year ended December 31, 2021, the Company issued 953,144 common shares upon the conversion of principal in the amount of $27,500, accrued interest of $6,063, and conversion fees of $750. As of December 31, 2021, the note has been fully satisfied.

The Company evaluated the convertible note and determined that the shares issuable pursuant to the conversion option were indeterminate due to the lack on conversion price floor and, as such, does constitute a derivative liability as the Company has insufficient authorized shares.

On July 22, 2019, the Company received funding pursuant to a convertible note issued to BHP Capital NY for $37,950, of which $33,500 was received in cash and $4,450 was recorded as transaction fees. The note bears interest of 8% (increases to 24% per annum upon an event of default), matures on July 22, 2020, and is convertible into common stock at 65% of the lowest trading price of the 20 trading day period ending on the latest complete day prior to the date of conversion. The Company recorded a debt discount from the derivative equal to $37,950 due to this conversion feature, which has been amortized to the statement of operations. During the year ended December 31, 2021, the Company issued 2,362,756 common shares upon the conversion of principal in the amount of $37,950, accrued interest of $5,344, and conversion fees of $2,400. As of December 31, 2021, the note has been fully satisfied.32

On February 10, 2022, the Company issued a convertible note to 1800 Diagonal LLC for $48,750, of which $45,000 was received in cash, and $3,750 was recorded as transaction fees. The note bears interest at 10% (increases to 22% per annum upon an event of default), matures on February 10, 2023, and is convertible beginning on the date which is 180 days following the date of the note. The conversion price is 61% multiplied by the average of the two lowest trading prices during the 20 day trading period on the trading day prior to the conversion date. On August 8, 2022, the Company recorded a debt discount from the derivative equal to $48,750 due to this conversion feature, which has been amortized to the statement of operations. During the year ended December 31, 2022, the Company issued 947,917 common shares upon the conversion of principal in the amount of $48,750 and interest of $2,438. As of December 31, 2022, the note has been fully satisfied.

On ~~December~~March 2021, ~~2019~~2022, the Company ~~received~~issued ~~funding pursuant to~~ a convertible note ~~issued~~ to ~~BHP~~1800 ~~Capital~~Diagonal NYLLC for $1953,~~000~~750, of which $1550,000 was received in cash, and $43,~~000~~ 750 was recorded as transaction fees. The note bears interest ofat 1210% (increases to 22% per annum upon an event of default), matures on ~~December 20~~March 21, ~~2020~~2023, and is convertible ~~into~~beginning on the ~~lower~~date ofwhich 1)is ~~55%~~180 ofdays following the ~~lowest~~date ~~trading price~~ of the 20note. ~~trading day~~The ~~period~~conversion ~~ending~~price onis ~~the~~61% ~~latest~~multiplied by ~~complete day prior to~~ the ~~date~~average of the ~~note,~~two ~~and 2) 55% of the~~ lowest trading ~~price~~prices ofduring the 20 ~~trading~~ day trading period ~~ending~~ on the ~~latest~~trading ~~complete~~ day prior to the ~~date of~~ conversion date. ~~The Company recorded a debt discount from the derivative~~On ~~equal~~September ~~to $19~~7,~~000~~ ~~due to this conversion feature~~2022, ~~which has been amortized to~~ the ~~statement of operations. During the year ended December 31, 2020, the~~ Company ~~issued~~agreed ~~1,309,076~~to ~~common~~settle ~~shares upon~~ the ~~conversion of~~ principal ~~in the~~ amount of $753,~~925,~~750 and accrued interest of $2,~~375~~503 ~~and conversion~~for ~~fees~~a ofcash payment of $71,500. ~~During~~The ~~the~~settlement ~~year~~resulted ~~ended December 31, 2021, the Company issued 704,648 common shares upon the conversion of principal~~ in ~~the~~a ~~amount~~loss of $1115,~~075~~247, ~~accrued~~and ~~interest~~transaction fees of $523,750 ~~and~~have ~~conversion~~been ~~fees~~amortized to the statement of ~~$500~~operations. As of December 31, ~~2021~~2022, the note has been fully satisfied.

29On October 10, 2022, the Company issued a convertible note to 1800 Diagonal LLC for $44,250, of which $40,000 was received in cash, and $4,250 was recorded as transaction fees. The note bears interest at 10% (increases to 22% per annum upon an event of default), matures on October 10, 2023, and is convertible beginning on the date which is 180 days following the date of the note. The conversion price is 61% multiplied by the average of the two lowest trading prices during the 20 day trading period on the trading day prior to the conversion date. As of December 31, 2022, $955 of the transaction fees have been amortized to the statement of operations and the note has a principal and accrued interest balance of $44,250 and $994, respectively.

Emunah Funding LLC

On October 20, 2017, the Company issued a convertible note to Emunah Funding LLC for $33,840, which includes $26,741 to settle outstanding accounts payable, transaction costs of $4,065, OID interest of $2,840, and cash consideration of $194. On November 6, 2017, the Company issued an Allonge to the convertible debt in the amount of $9,720. The Company received $7,960 in cash and recorded transaction fees of $1,000 and OID interest of $760. On November 30, 2017, the Company issued an Allonge to the convertible debt in the amount of $6,480. The Company received $5,000 in cash and recorded transaction fees of $1,000 and OID interest of $480. On January 11, 2018, the Company issued an Allonge to the convertible debt in the amount of $5,400. The Company received $5,000 in cash and recorded OID interest of $480. The note bears interest of 8% (increases to 24% per annum upon an event of default), matured on July 20, 2018, and is convertible into common stock at 50% of the lowest trading price of the 20 trading day period ending on the latest complete day prior to the date of conversion. The Company recorded a debt discount from the derivative equal to $55,440 due to this conversion feature, which has been amortized to the statement of operations. On October 26, 2018, the principal amount of $40,000 was reassigned to Fourth Man, LLC. Pursuant to the default terms of the note, the Company entered a late filing penalty of $1,000. Prior to the period ended December 31, 2020, the note has converted $13,450 of principal and $4,918 of interest into 48 shares of common stock. As of December 31, 2021, the note has a principal balance of $2,990 and accrued interest of $1,797. This note is currently in default.

On ~~January~~November 312, ~~2019~~2022, the Company ~~received~~issued ~~funding~~a ~~pursuant to~~ convertible note ~~issued~~ to ~~Emunah~~1800 ~~Funding~~Diagonal LLC for $3354,~~000~~250, of which ~~includes~~ $550,000 towas ~~settle~~received ~~outstanding~~in ~~accounts payable~~cash, and $4,~~500~~250 inwas ~~transaction~~recorded ~~fees~~as ~~and~~transaction ~~cash consideration of $23,500~~fees. The note bears interest of 8at 10% (increases to 2422% per annum upon an event of default), matures on ~~January~~November 312, ~~2020~~2023, and is convertible ~~into~~beginning ~~common~~on ~~stock at 50% of~~ the ~~lowest~~date ~~trading~~which ~~price~~is of180 ~~the~~days 20following ~~trading day period ending on~~ the ~~latest complete day prior to the~~ date of ~~conversion~~the note. The ~~Company~~conversion price ~~recorded~~is a61% ~~debt~~multiplied ~~discount~~by ~~from~~ the ~~derivative~~average ~~equal~~of tothe ~~$33,000~~two ~~due~~lowest totrading ~~this~~prices ~~conversion~~during ~~feature,~~the ~~which~~20 ~~has~~day ~~been~~trading ~~amortized~~period toon the ~~statement of~~trading ~~operations.~~day ~~Pursuant~~prior to the ~~default~~conversion date. ~~terms~~As of ~~the note, the Company entered late filing penalties of $50,652. During the year ended~~ December 31, ~~2020~~2022, ~~the~~$687 ~~Company made cash payments~~ of ~~$50,000. During~~ the ~~year~~transaction ~~ended~~fees ~~December~~have ~~31,~~been ~~2021,~~amortized ~~the~~to ~~Company issued 2,003,195 common shares upon~~ the ~~conversion~~statement of ~~principal~~operations inand the ~~amount~~note ofhas ~~$33,652,~~a principal and accrued interest balance of $1154,~~819.~~250 Asand ~~of December 31~~$877, ~~2021, the note has been fully satisfied~~respectively.

On November 28, 2022, the Company issued a convertible note to 1800 Diagonal LLC for $44,250, of which $40,000 was received in cash, and $4,250 was recorded as transaction fees. The note bears interest at 10% (increases to 22% per annum upon an event of default), matures on November 28, 2023, and is convertible beginning on the date which is 180 days following the date of the note. The conversion price is 61% multiplied by the average of the two lowest trading prices during the 20 day trading period on the trading day prior to the conversion date. As of December 31, 2022, $384 of the transaction fees have been amortized to the statement of operations and the note has a principal and accrued interest balance of $44,250 and $400, respectively.

Emunah Funding LLC

On October 20, 2017, the Company issued a convertible note to Emunah Funding LLC for $33,840, which includes $26,741 to settle outstanding accounts payable, transaction costs of $4,065, OID interest of $2,840, and cash consideration of $194. On November 6, 2017, the Company issued an Allonge to the convertible debt in the amount of $9,720. The Company received $7,960 in cash and recorded transaction fees of $1,000 and OID interest of $760. On November 30, 2017, the Company issued an Allonge to the convertible debt in the amount of $6,480. The Company received $5,000 in cash and recorded transaction fees of $1,000 and OID interest of $480. On January 11, 2018, the Company issued an Allonge to the convertible debt in the amount of $5,400. The Company received $5,000 in cash and recorded OID interest of $480. The note bears interest of 8% (increases to 24% per annum upon an event of default), matured on July 20, 2018, and is convertible into common stock at 50% of the lowest trading price of the 20 trading day period ending on the latest complete day prior to the date of conversion. The Company recorded a debt discount from the derivative equal to $55,440 due to this conversion feature, which has been amortized to the statement of operations. On October 26, 2018, the principal amount of $40,000 was reassigned to Fourth Man, LLC. Pursuant to the default terms of the note, the Company entered a late filing penalty of $1,000. Prior to the period ended December 31, 2020, the note has converted $13,450 of principal and $4,918 of interest into .16 shares of common stock. As of December 31, 2022, the note has a principal balance of $2,990 and accrued interest of $2,515. This note is currently in default.

FirstFire Global Opportunity Fund LLC

On March 8, 2021, the Company received funding pursuant to a convertible note issued to FirstFire Global Opportunities Fund LLC for $300,000 of which $242,900 was received in cash and $57,100 was recorded as transaction fees. The note bears interest of 12% (increases to 16% per annum upon an event of default), matures on March 8, 2022, and is convertible into common shares at a fixed rate of $0.~~005~~18. The Company recorded a debt discount from the derivative equal to $300,000 due to this conversion feature, which has been amortized to the statement of operations. Pursuant to the default terms of the note, the Company entered a penalty of $84,000. During the year ended December 31, 2021, the Company issued 40135,~~500,~~000 common shares upon the conversion of principal in the amount of $235,000, and conversion fees of $5,000. During the year ended December 31, 2022, the Company issued 5,620,000 common shares upon the conversion of principal in the amount of $118,000, accrued interest of $36,000 and conversion fees of $2,500. As of December 31, ~~2021~~2022, the note has a principal balance of $~~149~~31,000 and accrued interest of $367,~~000~~093. This note is currently in default.

Fourth Man LLC

On ~~August~~March 35, ~~2020~~2021, the Company received funding pursuant to a convertible note issued to Fourth Man LLC for $27140,~~500~~000 of which $25113,~~000~~420 was received in cash and $226,~~500~~580 was recorded as transaction fees. The note bears interest of 812% (increases to 2416% per annum upon an event of default), matures on ~~August~~March 35, ~~2021,~~2022 and is convertible into common ~~stock~~shares at ~~60%~~a offixed ~~the~~rate ~~lowest trading price~~ of ~~the 20 trading day period ending on the latest complete day prior to the date of conversion~~$0.45. The Company recorded a debt discount from the derivative equal to $27140,~~500~~000 due to this conversion feature, which has been amortized to the statement of operations. During the year ended December 31, 2021, the Company issued 184,~~615,983~~142 common shares upon the conversion of principal in the amount of $27114,~~500~~000, accrued interest of $1271 and conversion fees of $7,~~088~~000. During the year ended December 31, 2022, the Company issued 30,642 common shares upon the conversion of principal in the amount of $26,000, accrued interest of $12,329 and conversion fees of $~~500~~1,750. As of December 31, ~~2021~~2022, the note has been fully satisfied.

3034

On ~~December~~September 1527, ~~2020~~2021, the Company received funding pursuant to a convertible note issued to Fourth Man LLC for $33111,000 of which $2791,~~600~~000 was received in cash and $520,~~400~~000 was recorded as transaction fees. The note bears interest of 812% (increases to 2416% per annum upon an ~~event~~ event of default), matures on ~~December~~September 1527, ~~2021,~~2022 and is convertible into common ~~stock~~shares at ~~60%~~a offixed ~~the~~rate ~~lowest trading price~~ of ~~the 20 trading day period ending on the latest complete day prior to the date of conversion~~$0.45. The Company recorded a debt discount from the derivative equal to $33111,000 due to this conversion feature, which has been amortized to the statement of operations. During the year ended December 31, ~~2021~~2022, the Company issued 1,~~900~~105,~~885~~168 common shares upon the conversion of principal in the amount of $33111,000, accrued interest of $113,~~624~~ 320 and conversion fees of $110,~~000~~500. As of December 31, ~~2021~~2022, the note has been fully satisfied.

On ~~March~~January 510, ~~2021~~2022, the Company received funding pursuant to a convertible note issued to Fourth Man LLC for $140,000 of which $~~113~~115,~~420 was~~440 was received in cash and $2624,~~580~~560 was recorded as transaction fees. The note bears interest of 12% per annum (increases to 16% ~~per annum~~ upon an ~~event~~ event of default), which is guaranteed and earned in full as of the issue date. The note matures on ~~March~~January 510, ~~2022~~2023 and is convertible into common shares at a fixed rate of $0.~~00436~~45. The Company recorded a debt discount from the derivative equal to $140,000 due to this conversion feature, and $~~115~~136,~~452~~164 has been amortized to the statement of operations. The debt discount and transaction fee interest had a balance at December 31, ~~2021~~2022 of $243,~~548~~836. During the year ended December 31, ~~2021~~2022, the Company issued 2517,~~242~~343,~~685~~765 common shares upon the conversion of principal in the amount of $~~114~~92,000, ~~accrued interest of $271~~ and conversion fees of $7,000. As of December 31, ~~2021~~2022, the note has a principal balance of $2648,000 and accrued interest of $1216,~~267~~800.

On ~~September~~December 2722, ~~2021~~2022, the Company received funding pursuant to a convertible note issued to Fourth Man LLC for $~~111~~52,000 of which $9140,000 was received in cash and $2012,000 was recorded as transaction fees. The note bears interest of 12% per annum (increases to 16% ~~per annum~~ upon an event of default), which is guaranteed and earned in full as of the issue date. The note matures on ~~September~~December 2722, ~~2022~~2023 and is convertible into common shares at a fixed rate of $0.~~00436~~0009. The Company recorded a debt discount from the derivative equal to $~~111~~52,000 due to this conversion feature, and $281,~~890~~282 has been amortized to the statement of operations. The debt discount and transaction fee interest had a balance at December 31, ~~2021~~2022 of $8250,~~110~~718. As of December 31, ~~2021~~2022, the note has a principal balance of $~~111~~52,000 and accrued interest of $36,~~408~~240.

Jefferson Street Capital LLC

On March 5, 2019, the Company accepted and agreed to a Debt Purchase Agreement, whereby Jefferson Street Capital LLC acquired $30,000 of debt from an Emunah Funding LLC convertible note in exchange for $29,000, and the Company recorded a gain on settlement of debt of $1,000. The note bears no interest, matures on October 18, 2019, and is convertible into common stock at 57.5% of the lowest trading price of the 20 trading days ending on the latest complete day prior to the date of conversion. The Company recorded a debt discount from the derivative equal to $29,000 due to this conversion feature, which has been amortized to the statement of operations. During the year ended December 31, 2019, the Company issued 71.24 common shares upon the conversion of principal in the amount of $24,000 and $1,000 in conversion fees. As of December 31, ~~2021~~2022, the note has a principal balance of $5,000. This note is currently in default.

3135

OnLabrys ~~June 21~~Fund, 2019, the Company issued a convertible note to Jefferson Street Capital LLC for $27,500, which includes transaction fee interest of $4,000, and cash consideration of $23,500. The note bears interest of 8% (increases to 18% per annum upon an event of default), matures on March 21, 2020, and is convertible into common stock at 65% of the lowest trading price of the 15 trading day period ending on the latest complete day prior to the date of conversion. The Company recorded a debt discount from the derivative equal to $27,500 due to this conversion feature, which has been amortized to the statement of operations. During the year ended December 31, 2021, the Company issued 846,995 common shares upon the conversion of principal in the amount of $27,500, accrued interest of $3,352, and conversion fees of $1,500. As of December 31, 2021, the note has been fully satisfied.LP

On July 28, 2021, the Company received funding pursuant to a convertible note issued to Labrys Fund, LP for $140,000 of which $112,920 was received in cash and $27,080 was recorded as transaction fees. The note bears interest of 12% (increases to 16% per annum upon an event of default), matures on July 28, 2022, and is convertible into common shares at a fixed rate of $9. The Company recorded a debt discount from the derivative equal to $140,000 due to this conversion feature, which has been amortized to the statement of operations. As of December 31, 2021, the note had a principal balance of $140,000 and accrued interest of $16,800. On January 27, 2022, $157,500 was paid to Labrys Fund, pursuant to a note issued to Mast Hill Fund L.P. which settled the principal amount of $140,000, accrued interest of $16,800, and $750 was recorded to statement of operations as a loss on settlement of debt. As of December 31, 2022, the note has been fully satisfied.

OnMaguire ~~August 20, 2019, the Company issued a convertible note to Jefferson Street Capital LLC for $38,500, of which $32,000 was received in cash~~ and $6Associates,~~500~~ was recorded as transaction fees. The note bears interest at 10% (increases to 18% per annum upon an event of default), matures on May 20, 2020, and is convertible into the lower of 1) 65% of the lowest trading price of the 15 trading day period ending on the latest complete day prior to the date of the note, and 2) 65% of the lowest trading price of the 15 trading day period ending on the latest complete day prior to the date of conversion. The Company recorded a debt discount from the derivative equal to $38,500 due to this conversion feature, which has been amortized to the statement of operations. During the year ended December 31, 2021, the Company issued 6,132,125 common shares upon the conversion of principal in the amount of $38,500, accrued interest of $5,997, and conversion fees of $2,250. As of December 31, 2021, the note has been fully satisfied.LLC

On April 1, 2022, the Company accepted and agreed to a Note Purchase Agreement, whereby Maguire and Associates LLC acquired $60,000 in principal and $9,940 of accrued interest from three convertible notes issued to Optempus Investments, LLC. On April 1, 2022, the Company agreed to convert the principal balance of $60,000 into Convertible Series A shares. On April 1, 2022, the company issued 223 shares of Convertible Series A shares to Maguire and Associates, LLC, valued at $59,875, and recorded a gain on conversion of debt of $125 to the statement of operations. Maguire and Associates, LLC agreed to forgive the accrued interest amount of $9,940, which was recorded to the statement of operations. As of December 31, 2022, the note has been fully satisfied.

Mammoth Corporation

On March 3, 2022, the Company received funding pursuant to a convertible note issued to Mammoth Corporation for $27,500, of which $25,000 was received in cash and $2,500 was recorded as transaction fees. The note bears interest at 0% (18% per annum upon an event of default), matures on December 3, 2022, and converts into 50% multiplied by the average of the three lowest common stock trading prices during the 30 day trading period on the trading day prior to the conversion date. The Company recorded a debt discount from the derivative equal to $27,500 due to this conversion feature, which has been amortized to the statement of operations. As of December 31, 2022, the note has a principal balance of $27,500 and accrued interest of $4,109. This note is currently in default.

On December 20, 2019, the Company issued a convertible note to Jefferson Street Capital LLC for $19,000, of which $15,000 was received in cash and $4,000 was recorded as transaction fees. The note bears interest of 12% (increases to 22% per annum upon an event of default), matures on December 20, 2020, and is convertible into the lower of 1) 55% of the lowest trading price of the 20 trading day period ending on the latest complete day prior to the date of the note, and 2) 55% of the lowest trading price of the 20 trading day period ending on the latest complete day prior to the date of conversion. The Company recorded a debt discount from the derivative equal to $19,000 due to this conversion feature, which has been amortized to the statement of operations. Pursuant to the default terms of the note, the Company entered a penalty of $23,002, which increased the principal balance to $42,022. During the year ended December 31, 2021, the Company issued 8,466,073 common shares upon the conversion of principal in the amount of $42,022, accrued interest of $4,022, and conversion fees of $1,500. As of December 31, 2021, the note has been fully satisfied.36

Mast Hill Fund, LP

On January 27, 2022, the Company issued a convertible note to Mast Hill Fund, L.P. for $279,000, of which $75,550 was received in cash, $45,900 was recorded as transaction fees, and $157,500 was paid to Labrys Fund, L.P. to settle the principal amount of $140,000 and accrued interest of $16,800. The company recorded a loss on settlement of debt of $750. The note bears interest of 12% per annum, matures on January 27, 2023, and is convertible into common shares at a fixed rate of $0.90. The Company recorded a debt discount from the derivative equal to $258,484 due to this conversion feature, and $239,363 has been amortized to the statement of operations. The debt discount and transaction fee interest had a balance at December 31, 2022 of $19,121. During the year ended December 31, 2022, the Company issued 933,000 common shares upon the conversion of principal in the amount of $30,213, accrued interest of $20,517, and conversion fees of $5,250. As of December 31, 2022, the note has a principal balance of $248,787 and accrued interest of $9,404.

32On March 3, 2022, the Company received funding pursuant to a convertible note issued to Mast Hill Fund, L.P. for $63,000 of which $51,300 was received in cash and $11,700 was recorded as transaction fees. The note bears interest of 12% per annum, matures on March 3, 2023 and is convertible into common shares at a fixed rate of $0.30. The Company recorded a debt discount from the derivative equal to $63,000 due to this conversion feature, and $52,299 has been amortized to the statement of operations. The debt discount and transaction fee interest had a balance at December 31, 2022 of $10,701. As of December 31, 2022, the note has a principal balance of $63,000 and accrued interest of $6,276.

Labrys Fund, LP

On February 8, 2021, the Company received funding pursuant to a convertible note issued to Labrys Fund, LP for $140,000 of which $112,920 was received in cash and $27,080 was recorded as transaction fees. The note bears interest of 12% (increases to 16% per annum upon an event of default), matures on February 8, 2022, and is convertible into common shares at a fixed rate of $0.09. The Company recorded a debt discount from the derivative equal to $140,000 due to this conversion feature, which has been amortized to the statement of operations. During the year ended December 31, 2021, the Company issued 6,762,140 common shares upon the conversion of principal in the amount of $140,000, accrued interest of $8,648, and conversion fees of $3,500. As of December 31, 2021, the note has been fully satisfied.

On ~~July~~April 281, ~~2021~~2022, the Company received funding pursuant to a convertible note issued to ~~Labrys~~Mast Hill Fund, LPL.P. for $~~140~~425,000 of which $~~112~~351,~~920 was~~550 was received in cash and $2773,~~080~~450 was recorded as transaction fees. The note bears interest of 12% ~~(increases to 16%~~ per annum ~~upon an event of default)~~, matures on ~~July~~April 281, ~~2022,~~ 2023 and is convertible into common shares at a fixed rate of $0.0318. The Company recorded a debt discount from the derivative equal to $~~140~~425,000 due to this conversion feature, and $59319,~~836~~042 has been amortized to the statement of operations. The debt discount and transaction fee interest had a balance at June 30, 2022 of $105,958. During the year ended December 31, ~~2021~~2022, the Company issued 25,380,509 common shares upon the conversion of principal in the amount of $8043,~~164~~856, accrued interest of $36,225, and conversion fees of $8,750. As of December 31, ~~2021~~2022, the note has a principal balance of $~~140~~381,~~000~~144 and accrued interest of $161,~~800~~812.

~~Optempus~~On ~~Investments~~July 13, ~~LLC~~2022, the Company received funding pursuant to a convertible note issued to Mast Hill Fund, L.P. for $125,000 of which $103,250 was received in cash and $21,750 was recorded as transaction fees. The note bears interest of 12% per annum, matures on July 13, 2023 and is convertible into common shares at a fixed rate of $0.06. The Company recorded a debt discount from the derivative equal to $125,000 due to this conversion feature, and $58,570 has been amortized to the statement of operations. The debt discount and transaction fee interest had a balance at December 31, 2022 of $66,430. As of December 31, 2022, the note has a principal balance of $125,000 and accrued interest of $7,027.

On November 2, 2020, the Company issued a convertible note to Optempus Investments, LLC. for $20,000, of which $10,000 was received in cash and $10,000 was recorded as transaction fees. The note bears interest at 10% (increases to 22% per annum upon an event of default), matures on November 2, 2021, convertible into 60% multiplied by the average of the two lowest trading prices during the 20 day trading period on the trading day prior to the conversion date. The Company recorded a debt discount from the derivative equal to $20,000 due to this conversion feature, which has been amortized to the statement of operations. As of December 31, 2021, the note has a principal balance of $20,000 and accrued interest of $2,711.

On ~~November~~September 56, ~~2020~~2022, the Company ~~issued~~received funding pursuant to a convertible note issued to ~~Optempus~~Mast ~~Investments~~Hill Fund, ~~LLC~~L.P. for $20125,000, of which $10103,~~000~~ 250 was received in cash and $1021,~~000~~750 was recorded as transaction fees. The note bears interest atof 1012% ~~(increases to 22%~~ per annum ~~upon an event of default)~~, matures on ~~November~~September 56, 2023 ~~2021,~~and is convertible into ~~60%~~common ~~multiplied~~shares byat ~~the~~a ~~average~~fixed rate of ~~the two lowest trading prices during the 20 day trading period on the trading day prior to the conversion date~~$0.06. The Company recorded a debt discount from the derivative equal to $20125,000 due to this conversion feature, ~~which~~and $39,726 has been amortized to the statement of operations. The debt discount and transaction fee interest had a balance at December 31, 2022 of $85,274. As of December 31, ~~2021~~2022, the note has a principal balance of $20125,000 and accrued interest of $24,~~675~~767.

On ~~December~~October 3114, ~~2020~~2022, the Company ~~issued~~received funding pursuant to a convertible note issued to ~~Optempus~~Mast ~~Investments~~Hill Fund, ~~LLC~~L.P. for $20245,000. ~~The Company received a cash payment~~ of which $10202,~~000~~270 was onreceived ~~January~~in 8,cash ~~2021,~~ and $1042,~~000~~730 was recorded as transaction fees. The note bears interest atof 1012% ~~(increases to 22%~~ per annum ~~upon an event of default)~~, matures on ~~December~~October 3114, ~~2021,~~2023 and is convertible into ~~60%~~common ~~multiplied~~shares byat ~~the~~a ~~average~~fixed rate of ~~the two lowest trading prices during the 20 day trading period on the trading day prior to the conversion date~~$0.0035. The Company recorded a debt discount from the derivative equal to $20245,000 due to this conversion feature, ~~which~~and $47,356 has been amortized to the statement of operations. The debt discount and transaction fee interest had a balance at December 31, 2022 of $192,644. As of December 31, ~~2021~~2022, the note has a principal balance of $20245,000 and accrued interest of $16,~~200~~283.

~~Power~~May UpDavis ~~Lending~~Partners ~~Group~~Acquisition ~~Ltd.~~Company, LLC

On ~~May~~March 1814, ~~2020~~2022, the Company ~~issued~~received funding pursuant to a convertible note issued to ~~Power~~May UpDavis ~~Lending~~Partners ~~Group Ltd.~~ for $1627,~~000~~500, of which $1525,~~600~~ 000 was ~~paid~~received toin ~~settle~~cash ~~accounts payable,~~ and $~~400~~2,500 was recorded as transaction fees. The note bears interest at 100% (~~increases to 22~~18% per annum upon an event of default), matures on ~~May~~December 1814, ~~2021~~2022, and isconverts ~~convertible~~ into 6150% multiplied by the average of the ~~two~~three lowest common stock trading prices during the 2030 day trading period on the trading day prior to the conversion date. The Company recorded a debt discount from the derivative equal to $1627,~~000~~500 due to this conversion feature, which has been amortized to the statement of operations. During the year ended December 31, ~~2020~~ 2022, the Company issued 15,~~855~~188,~~556~~679 common shares upon the conversion of principal in the amount of $1627,~~000 and accrued interest of $700~~500. As of December 31, ~~2021~~2022, the note has anbeen ~~accrued~~fully ~~interest balance of $100~~satisfied.

OnOptempus ~~June 15~~Investments, 2020, the Company issued a convertible note to Power Up Lending Group Ltd. for $43,000, of which $40,000 was received in cash, and $3,000 was recorded as transaction fees. The note bears interest at 10% (increases to 22% per annum upon an event of default), matures on June 15, 2021, and is convertible into 61% multiplied by the average of the two lowest trading prices during the 20 day trading period on the trading day prior to the conversion date. The Company recorded a debt discount from the derivative equal to $43,000 due to this conversion feature, which has been amortized to the statement of operations. During the year ended December 31, 2020, the Company issued 3,322,222 common shares upon the conversion of principal in the amount of $29,900. During the year ended December 31, 2021, the Company issued 1,062,963 common shares upon the conversion of principal in the amount of $13,100 and accrued interest of $2,150. As of December 31, 2021, the note has been fully satisfied.LLC

On November 2, 2020, the Company issued a convertible note to Optempus Investments, LLC. for $20,000, of which $10,000 was received in cash and $10,000 was recorded as transaction fees. The note bears interest at 10% (increases to 22% per annum upon an event of default), matures on November 2, 2021, convertible into 60% multiplied by the average of the two lowest trading prices during the 20 day trading period on the trading day prior to the conversion date. The Company recorded a debt discount from the derivative equal to $20,000 due to this conversion feature, which has been amortized to the statement of operations. On April 1, 2022, Optempus Investments, LLC entered into a Note Purchase Agreement with Maguire and Associates LLC, whereby the principal amount of $20,000 and accrued interest of $3,796 was reassigned to Maguire & Associates. As of December 31, 2022, the note has been fully satisfied.

On ~~June~~November 245, 2020, the Company issued a convertible note to ~~Power~~Optempus UpInvestments, ~~Lending Group Ltd~~LLC. for $3320,000, of which $3010,000 was received in cash, and $310,000 was recorded as transaction fees. The note bears interest at 10% (increases to 22% per annum upon an event of default), matures on ~~June~~November 245, 2021, ~~and is~~ convertible into 6160% multiplied by the average of the two lowest trading prices during the 20 day trading period on the trading day prior to the conversion date. The Company recorded a debt discount from the derivative equal to $3320,000 due to this conversion feature, which has been amortized to the statement of operations. ~~During~~On ~~the~~April ~~year~~1, ~~ended~~2022, ~~December~~Optempus 31Investments, ~~2021,~~LLC ~~the~~entered ~~Company issued~~into ~~1,394,444~~a ~~common~~Note ~~shares~~Purchase ~~upon~~Agreement ~~the~~with ~~conversion~~Maguire ofand ~~principal~~Associates inLLC, whereby the principal amount of $3320,000 and accrued interest of $13,~~650~~760 was reassigned to Maguire & Associates. As of December 31, ~~2021~~ 2022, the note has been fully satisfied.

On ~~July~~December 931, ~~2021~~2020, the Company issued a convertible note to ~~Power~~Optempus UpInvestments, ~~Lending Group Ltd~~LLC. for $7820,~~750,~~000. ofThe ~~which~~Company received a cash payment of $7510,000 ~~was~~on ~~received~~January in8, ~~cash~~2021, and $310,~~750~~000 was recorded as transaction fees. The note bears interest at 10% (increases to 22% per annum upon an event of default), matures on ~~July~~December 931, ~~2022~~2021, ~~and is~~ convertible ~~beginning~~into ~~on the date which is 180 days following the date of the note. The conversion price is 61~~60% multiplied by the average of the two lowest trading prices during the 20 day trading period on the trading day prior to the conversion date. AsThe ofCompany ~~December~~recorded ~~31,~~a ~~2021,~~debt discount from the derivative equal to $120,~~798~~000 ofdue ~~the~~to ~~transaction~~this ~~fees~~conversion ~~have~~feature, which has been amortized to the statement of operations. ~~and~~On ~~the~~April ~~note~~1, ~~has~~2022, Optempus Investments, LLC entered into a Note Purchase Agreement with Maguire and Associates LLC, whereby the principal ~~balance~~ amount of $7820,~~750~~000 and accrued interest of $32,~~776~~384 was reassigned to Maguire & Associates. As of December 31, 2022, the note has been fully satisfied.

OnPacific ~~August~~Pier 2,Capital 2021, the Company issued a convertible note to Power Up Lending Group Ltd. for $53,750, of which $50,000 was received in cash, and $3,750 was recorded as transaction fees. The note bears interest at 10% (increases to 22% per annum upon an event of default), matures on August 2, 2022, and is convertible beginning on the date which is 180 days following the date of the note. The conversion price is 61% multiplied by the average of the two lowest trading prices during the 20 day trading period on the trading day prior to the conversion date. As of December 31, 2021, $1,551 of the transaction fees have been amortized to the statement of operations and the note has a principal balance of $53,750 and accrued interest of $2,224.LLC

On May 20, 2022, the Company received funding pursuant to a convertible note issued to Pacific Pier Capital LLC for $60,000 of which $47,760 was received in cash and $12,240 was recorded as transaction fees. The note bears interest of 12% per annum (increases to 16% upon an event of default), which is guaranteed and earned in full as of the issue date. The note matures on May 20, 2023 and is convertible into common shares at a fixed rate of $0.105. The Company recorded a debt discount from the derivative equal to $60,000 due to this conversion feature, and $36,986 has been amortized to the statement of operations. The debt discount and transaction fee interest had a balance at December 31, 2022 of $23,014. As of December 31, 2022, the note has a principal balance of $60,000 and accrued interest of $7,200.

On ~~August~~November 243, ~~2021~~2022, the Company ~~issued~~received funding pursuant to a convertible note issued to ~~Power~~Pacific UpPier ~~Lending~~Capital ~~Group~~LLC ~~Ltd.~~ for $7820,~~750,~~000 of which $7515,000 was received in cash, and $35,~~750~~000 was recorded as transaction fees. The note bears interest atof 1012% per annum (increases to 2216% ~~per annum~~ upon an event of default), ~~matures on~~which ~~August~~is ~~24,~~guaranteed ~~2022,~~ and isearned ~~convertible~~in ~~beginning~~full onas of the issue date. ~~which~~The isnote ~~180~~matures ~~days~~on ~~following~~November ~~the~~3, ~~date~~2023 ofand ~~the~~is ~~note.~~convertible into ~~The~~common ~~conversion~~shares ~~price~~at ~~is 61%~~a ~~multiplied~~fixed byrate ~~the~~of ~~average~~$0.0015. ofThe ~~the~~Company ~~two~~recorded ~~lowest~~a ~~trading~~debt ~~prices~~discount ~~during~~from the derivative equal to $20,000 ~~day~~due ~~trading~~to ~~period~~this conversion onfeature, ~~the~~and ~~trading~~$3,178 ~~day~~has ~~prior~~been amortized to the ~~conversion date~~statement of operations. AsThe ofdebt ~~December~~discount ~~31,~~and ~~2021,~~transaction ~~$1,325~~fee ofinterest ~~the~~had a ~~transaction~~balance ~~fees~~at ~~have~~December ~~been~~31, ~~amortized~~2022 toof ~~the~~$16,822. ~~statement~~As of ~~operations~~December ~~and~~31, 2022, the note has a principal balance of $7820,~~750~~000 and accrued interest of $2,~~783~~400.

On September 8, 2021, the Company issued a convertible note to Power Up Lending Group Ltd. for $43,750, of which $40,000 was received in cash, and $3,750 was recorded as transaction fees. The note bears interest at 10% (increases to 22% per annum upon an event of default), matures on September 8, 2022, and is convertible beginning on the date which is 180 days following the date of the note. The conversion price is 61% multiplied by the average of the two lowest trading prices during the 20 day trading period on the trading day prior to the conversion date. As of December 31, 2021, $1,172 of the transaction fees have been amortized to the statement of operations and the note has a principal balance of $43,750 and accrued interest of $1,366.39

Power Up Lending Group Ltd.

On July 9, 2021, the Company issued a convertible note to Power Up Lending Group Ltd. for $78,750, of which $75,000 was received in cash, and $3,750 was recorded as transaction fees. The note bears interest at 10% (increases to 22% per annum upon an event of default), matures on July 9, 2022, and is convertible beginning on the date which is 180 days following the date of the note. The conversion price is 61% multiplied by the average of the two lowest trading prices during the 20 day trading period on the trading day prior to the conversion date. The Company recorded a debt discount from the derivative equal to $78,750 due to this conversion feature, which has been amortized to the statement of operations. During the year ended December 31, 2022, the Company issued 147,034 common shares upon the conversion of principal in the amount of $78,750 and accrued interest of $3,938. As of December 31, 2022, the note has been fully satisfied.

On ~~October~~August 82, 2021, the Company issued a convertible note to Power Up Lending Group Ltd. for $4353,750, of which $4050,000 was received in cash, and $3,750 was recorded as transaction fees. The note bears interest at 10% (increases to 22% per annum upon an event of default), matures on ~~October~~August 82, 2022, and is convertible beginning on the date which is 180 days following the date of the note. The conversion price is 61% multiplied by the average of the two lowest trading prices during the 20 day trading period on the trading day prior to the conversion date. AsThe ofCompany ~~December~~recorded ~~31,~~a ~~2021,~~debt ~~$863~~discount offrom the ~~transaction~~derivative ~~fees~~equal ~~have~~to $53,750 due to this conversion feature, which has been amortized to the statement of operations. ~~and~~During the ~~note~~year ~~has~~ended aDecember ~~principal~~31, 2022, the Company issued 115,313 common shares upon the conversion ~~balance~~of principal in the amount of $4353,750 and accrued interest of $1,~~007~~600. As of December 31, 2022, the note has been fully satisfied.

35On August 24, 2021, the Company issued a convertible note to Power Up Lending Group Ltd. for $78,750, of which $75,000 was received in cash, and $3,750 was recorded as transaction fees. The note bears interest at 10% (increases to 22% per annum upon an event of default), matures on August 24, 2022, and is convertible beginning on the date which is 180 days following the date of the note. The conversion price is 61% multiplied by the average of the two lowest trading prices during the 20 day trading period on the trading day prior to the conversion date. The Company recorded a debt discount from the derivative equal to $78,750 due to this conversion feature, which has been amortized to the statement of operations. During the year ended December 31, 2022, the Company issued 258,484 common shares upon the conversion of principal in the amount of $78,750 and accrued interest of $3,938. As of December 31, 2022, the note has been fully satisfied.

Redstart Holdings Corp.

On January 25, 2021, the Company received funding pursuant to a convertible note issued to Redstart Holdings Corp. for $63,500 of which $60,000 was received in cash and $3,500 was recorded as transaction fees. The note bears interest of 10% (increases to 22% per annum upon an event of default), matures on January 25, 2022, and is convertible into 61% multiplied by the average of the two lowest trading prices during the 20 day trading period on the trading day prior to the conversion date. The Company recorded a debt discount from the derivative equal to $64,500 due to this conversion feature, which has been amortized to the statement of operations. During the year ended December 31, 2021, the Company issued 6,271,704 common shares upon the conversion of principal in the amount of $63,500 and accrued interest of $3,175. As of December 31, 2021, the note has been fully satisfied.

On September 8, 2021, the Company issued a convertible note to Power Up Lending Group Ltd. for $43,750, of which $40,000 was received in cash, and $3,750 was recorded as transaction fees. The note bears interest at 10% (increases to 22% per annum upon an event of default), matures on September 8, 2022, and is convertible beginning on the date which is 180 days following the date of the note. The conversion price is 61% multiplied by the average of the two lowest trading prices during the 20 day trading period on the trading day prior to the conversion date. The Company recorded a debt discount from the derivative equal to $43,750 due to this conversion feature, which has been amortized to the statement of operations. During the year ended December 31, 2022, the Company issued 239,258 common shares upon the conversion of principal in the amount of $43,750 and accrued interest of $2,188. As of December 31, 2022, the note has been fully satisfied.

On October 8, 2021, the Company issued a convertible note to Power Up Lending Group Ltd. for $43,750, of which $40,000 was received in cash, and $3,750 was recorded as transaction fees. The note bears interest at 10% (increases to 22% per annum upon an event of default), matures on October 8, 2022, and is convertible beginning on the date which is 180 days following the date of the note. The conversion price is 61% multiplied by the average of the two lowest trading prices during the 20 day trading period on the trading day prior to the conversion date. The Company recorded a debt discount from the derivative equal to $43,750 due to this conversion feature, which has been amortized to the statement of operations. During the year ended December 31, 2022, the Company issued 249,833 common shares upon the conversion of principal in the amount of $43,750 and accrued interest of $2,188. As of December 31, 2022, the note has been fully satisfied.

Convertible Note Conversions

During the year ended December 31, ~~2021~~2022, the Company issued the following shares of common stock upon the conversions of portions of the Convertible Notes:

	Principal		Interest		Fee		Total			Conversion		Shares
Date	Conversion		Conversion		Conversion		Conversion			Price		Issued		Issued to
1/5/2021	$	13,000	$	—	$	—	$	13,000		$	0.01350		962,962	Power Up
1/3/2022	$	51,500	$	—	$	1,000	$	52,500		$	1.500		35,000	FirstFire
1/7/2021		10,000		—		750		10,750			0.01500		716,667	Jefferson St
1/4/2022		26,000		12,329		1,750		40,079			1.308		30,642	Fourth Man #11
1/11/2021		100		2,150		—		2,250			0.02250		100,000	Power Up
1/13/2022		23,100		—		—		23,100			0.630		36,667	Power Up #7
1/11/2021		15,000		—		—		15,000			0.02250		666,667	Power Up
1/13/2022		—		36,000		—		36,000			0.900		40,000	FirstFire
1/12/2021		11,075		52		500		11,627			0.01650		704,648	BHP
1/14/2022		22,000		—		—		22,000			0.600		36,667	Power Up #7
1/14/2021		18,000		1,650		—		19,650			0.02700		727,778	Power Up
1/21/2022		40,500		—		—		40,500			0.900		45,000	FirstFire
1/15/2021		—		6,300		—		6,300			0.01500		420,000	Emunah
2/1/2022		21,300		—		—		21,300			0.510		41,765	Power Up #7
1/20/2021		30,000		5,000		1,200		36,200			0.01800		2,011,111	BHP
2/3/2022		12,350		3,938		—		16,288			0.510		31,936	Power Up #7
1/22/2021		—		3,300		—		3,300			0.01500		220,000	Emunah
2/14/2022		27,000		—		—		27,000			0.480		56,250	Power Up #8
1/26/2021		27,500		1,088		500		29,088			0.01800		1,615,983	Fourth Man
2/14/2022		26,750		1,600		—		28,350			0.480		59,063	Power Up #8
2/8/2021		5,400		2,105		—		7,505			0.02250		333,571	Emunah
2/25/2022		23,000		—		—		23,000			0.390		58,974	Power Up #9
2/8/2021		7,950		345		1,200		9,494			0.02700		351,645	BHP
3/1/2022		21,200		—		—		21,200			0.360		58,889	Power Up #9
2/9/2021		7,550		19		—		7,569			0.02250		336,381	Emunah
3/7/2022		19,500		—		—		19,500			0.330		59,091	Power Up #9
2/11/2021		27,500		6,063		750		34,313			0.03600		953,144	BHP
3/11/2022		15,050		950		—		16,000			0.240		66,667	Power Up #9
2/16/2021		20,702		95		—		20,797			0.03000		693,242	Emunah
3/16/2022		—		2,988		—		2,988			0.201		14,863	Power Up #9
3/8/2021		17,500		3,352		750		21,602			0.16575		130,329	Jefferson St
3/17/2022		13,400		—		—		13,400			0.192		69,792	Power Up #10
6/23/2021		10,000		—		500		10,500			0.03000		350,000	Fourth Man
3/21/2022		13,400		—		—		13,400			0.192		69,792	Power Up #10
7/21/2021		10,000		—		750		10,750			0.01950		551,282	Jefferson St
3/22/2022		13,400		—		—		13,400			0.192		69,792	Power Up #10
8/5/2021		23,000		1,624		500		25,124			0.01620		1,550,885	Fourth Man
3/24/2022		3,550		2,188		—		5,738			0.192		29,883	Power Up #10
8/9/2021		48,351		8,377		1,750		58,478			0.02250		2,599,000	Labrys
4/12/2022		20,100		—		—		20,100			0.192		104,688	Power Up #11
8/9/2021		15,000		—		—		15,000			0.01730		867,052	Redstart
4/12/2022		20,000		—		1,750		21,750			0.192		113,281	Fourth Man #12
8/11/2021		20,000		—		—		20,000			0.01440		1,388,889	Redstart
4/14/2022		19,200		—		—		19,200			0.183		104,918	Power Up #11
8/17/2021		20,000		—		—		20,000			0.00870		2,298,851	Redstart
4/19/2022		4,450		2,188		—		6,638			0.165		40,227	Power Up #11
8/18/2021		91,649		271		1,750		93,671			0.02250		4,163,140	Labrys
4/25/2022		20,000		—		1,750		21,750			0.165		131,818	Fourth Man #12
8/23/2021		8,500		3,175		—		11,675			0.00680		1,716,912	Redstart
5/24/2022		25,000		—		1,750		26,750			0.165		162,121	Fourth Man #12
8/23/2021		10,000		—		750		10,750			0.00657		1,637,471	Jefferson St
6/9/2022		29,000		—		1,750		30,750			0.165		186,364	Fourth Man #12
8/25/2021		18,500		5,997		750		25,247			0.00640		3,943,372	Jefferson St
7/18/2022		18,900		—		—		18,900			0.093		203,226	1800 Diagonal #1
9/15/2021		15,000		—		500		15,500			0.00542		2,861,098	Jefferson St
7/21/2022		14,600		—		—		14,600			0.072		202,778	1800 Diagonal #1
9/22/2021		25,000		271		1,750		27,021			0.00541		4,994,547	Fourth Man
7/22/2022		14,600		—		—		14,600			0.072		202,778	1800 Diagonal #1
9/28/2021		11,000		4,022		500		15,522			0.00853		1,820,723	Jefferson St
7/26/2022		5,650		2,688		—		8,338			0.072		115,799	1800 Diagonal #1
10/11/2021		31,500		—		—		31,500			0.00750		4,200,000	FirstFire
8/10/2022		—		13,250		1,750		15,000			0.060		250,000	Mast Hill #1
10/20/2021		38,750		—		1,000		39,750			0.00750		5,300,000	FirstFire
8/10/2022		17,000		—		1,750		18,750			0.072		260,417	Fourth Man #12
10/20/2021		29,000		—		1,750		30,750			0.00541		5,683,918	Fourth Man
8/18/2022		13,600		—		—		13,600			0.054		251,852	1800 Diagonal #2
11/2/2021		16,022		—		500		16,522			0.00437		3,784,252	Jefferson St
9/1/2022		16,400		—		—		16,400			0.054		303,704	1800 Diagonal #2
11/4/2021		40,250		—		1,000		41,250			0.00750		5,500,000	FirstFire
9/1/2022		—		13,320		1,750		15,070			0.060		251,167	Fourth Man #12
11/10/2021		25,000		—		1,750		26,750			0.00436		6,135,321	Fourth Man
9/2/2022		16,400		—		—		16,400			0.054		303,704	1800 Diagonal #2
11/22/2021		36,500		—		1,000		37,500			0.00500		7,500,000	FirstFire
9/6/2022		2,350		2,438		—		4,788			0.054		88,657	1800 Diagonal #2
11/29/2021		35,000		—		1,750		36,750			0.00436		8,428,899	Fourth Man
9/7/2022		10,019		6,471		1,750		18,240			0.060		304,000	Mast Hill #1
12/9/2021		44,000		—		1,000		45,000			0.00500		9,000,000	FirstFire
9/16/2022		20,194		796		1,750		22,740			0.060		379,000	Mast Hill #1
12/16/2021		44,000		—		1,000		45,000			0.00500		9,000,000	FirstFire
9/27/2022		19,500		—		1,750		21,250			0.054		393,519	Fourth Man #13
Total conversions		877,299		55,255		25,900		958,454					106,219,740
10/17/2022		28,000		—		1,750		29,750			0.006		4,958,333	Fourth Man #13
Loss on conversion		—		—		—		488,073
10/17/2022		27,500		—		—		27,500			0.005		5,188,679	May Davis
	$	877,299	$	55,255	$	25,900	$	1,446,528					106,219,740
10/21/2022		—		16,076		1,750		17,826			0.003		5,093,009	Mast Hill #3
11/28/2022		16,000		—		1,750		17,750			0.005		3,349,056	Fourth Man #13
11/30/2022		26,000		—		1,500		27,500			0.005		5,500,000	FirstFire
12/2/2022		—		9,861		1,750		11,611			0.004		3,317,500	Mast Hill #3
12/6/2022		6,474		8,296		1,750		16,520			0.004		4,720,000	Mast Hill #3
12/9/2022		18,137		413		1,750		20,300			0.004		5,800,000	Mast Hill #3
12/15/2022		28,500		—		1,750		30,250			0.004		8,642,857	Fourth Man #13
12/21/2022		19,245		1,580		1,750		22,575			0.004		6,450,000	Mast Hill #3
Total conversions		849,820		137,367		35,750		1,022,936					58,284,180
Conversion fees								(35,750	)
Loss on conversion		—		—		—		807,032
	$	849,820	$	137,367	$	35,750	$	1,794,218					58,284,180

3641

79. LEASES

The Company adopted the new lease guidance effective January 1, 2019 using the modified retrospective transition approach, applying the new standard to all of its leases existing at the date of initial application which is the effective date of adoption. Consequently, financial information will not be updated, and the disclosures required under the new standard will not be provided for dates and periods before January 1, 2019. We elected the package of practical expedients which permits us to not reassess (1) whether any expired or existing contracts are or contain leases, (2) the lease classification for any expired or existing leases, and (3) any initial direct costs for any existing leases as of the effective date. We did not elect the hindsight practical expedient which permits entities to use hindsight in determining the lease term and assessing impairment. The adoption of the lease standard did not change our previously reported consolidated statements of operations and did not result in a cumulative catch-up adjustment to opening equity.

The interest rate implicit in lease contracts is typically not readily determinable. As such, the Company utilizes its incremental borrowing rate, which is the rate incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. In calculating the present value of the lease payments, the Company elected to utilize its incremental borrowing rate based on the remaining lease terms as of the January 1, 2019 adoption date.

Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred, if any. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Our leases have remaining lease terms offrom ~~month-to-month~~3.5 ~~and~~years ~~two~~to 4.83 years.

The Company has elected the practical expedient to combine lease and non-lease components as a single component. The lease expense is recognized over the expected term on a straight-line basis. Operating leases are recognized on the balance sheet as right-of-use assets, current operating lease liabilities and non-current operating lease liabilities.

The new standard also provides practical expedients and certain exemptions for an entity’s ongoing accounting. We have elected the short-term lease recognition exemption for all leases that qualify. This means, for those leases where the initial lease term is one year or less or for which the ROU asset at inception is deemed immaterial, we will not recognize ROU assets or lease liabilities. Those leases are expensed on a straight-line basis over the term of the lease.

Operating Leases

On February 1, 2017, Simlatus Corp. entered into a standard office lease for approximately 1,700 square feet of office space at 175 Joerschke Drive, Suite A, Grass Valley, CA 95945. The lease has a term of 1 year, from February 1, 2017 through January 31, 2018, with a monthly rent of $1,400. On February 1, 2018, the Company entered into a month-to-month lease with a monthly rent of $1,400. The lease was terminated on December 31, 2021.

On ~~January~~March 311, ~~2018~~2021, ~~Satel~~BrewBilt ~~Group,~~Brewing ~~Inc.~~ entered into a ~~standard~~commercial ~~office~~ lease with Lave Systems for approximately 16,~~006~~547 square feet of ~~office~~ space, located in the Wolf Creek Industrial Building at ~~330~~110 ~~Townsend Street,~~Spring ~~Suite~~Hill ~~135~~Dr, ~~San~~Grass ~~Francisco~~Valley, CA ~~94107~~95945. The lease has a term of 2two years, from ~~December~~March 1, 2021 ~~2018~~ through ~~November~~February 3028, ~~2019~~2023, with a monthly rent of $54,~~781~~000. ~~and~~Lease ~~applicable~~payments ~~common~~shall ~~area~~increase ~~maintenance~~on ~~expenses.~~March ~~On December~~ 1, ~~2019,~~2022 ~~the~~based ~~Company~~upon ~~entered~~the ~~into~~CPI ~~a month-to-month~~published ~~lease~~in ~~with~~the aWall ~~monthly~~Street ~~rent of $5,781~~Journal. On ~~December~~March 1, ~~2020~~2021, the Company ~~reduced~~recorded ~~the~~ROU ~~amount~~assets of $89,567 and ~~space~~lease ~~leased~~liabilities ~~resulting~~ of $89,567 in arecognition ~~reduced monthly rent~~ of ~~$3,169~~this lease.

On March 1, 2021, BrewBilt Brewing entered into a commercial lease with Lave Systems for approximately 4,000 square feet of space, located in the Wolf Creek Industrial Building at 110 Spring Hill Dr, Grass Valley, CA 95945. The lease has a term of two years, from March 1, 2021 through February 28, 2023, with a monthly rent of $4,000. Lease payments shall increase on March 1, 2022 based upon the CPI published in the Wall Street Journal. On March 1, 2021, the Company recorded of ROU assets of $89,567 and lease liabilities of $89,567 in recognition of this lease.

On July 18, 2021, BrewBilt Brewing terminated its commercial lease with Lave Systems and entered into a new lease agreement with the Jon and Andrea Straatemeir Trust. On August 1, 2021, the company entered into a commercial lease for approximately 6,547 square feet of space, located in the Wolf Creek Industrial Building at 110 Spring Hill Dr, Grass Valley, CA 95945. The lease has a term of five years, from August 1, 2021 through July 31, 2026, with a monthly rent of $4,000.

On August 26, 2022, the company entered into a commercial lease with 4-Corners LLC to establish a Tap Room as part of its brewery revenue. The space is located at 300 Spring St, Nevada City, NV 95959, and the lease has a term of five years, from September 1, 2022 through August 31, 2027. The rent is $3,000 per month from September 1, 2022 through December 31, 2022, $3,500 per month from January 1, 2023 through August 31, 2023, $3,800 per month from September 1, 2023 through August 31, 2024, $4,400 per month from September 1, 2024 through August 31, 2025, $4,700 per month from September 1, 2025 through August 31, 2026, and $4,914 per month from September 1, 2026 through August 31, 2027. On September 1, 2022, the Company recorded ROU assets of $212,040 and lease liabilities of $212,040 in recognition of this lease.

The Lease Agreement requires a personal guarantee from Jeffrey Lewis and Bennett Buchanan, both Director(s) of the Company, and the Company agreed to issue $300,000 in Convertible Preferred Series A shares each to Mr. Lewis and Mr. Buchanan as collateral for the personal guarantee. On August 25, 2022, the Company issued 1,118 shares of Convertible Preferred Series A stock to Jeffrey Lewis and Bennett Buchanan at $268.50 per share, for a total value of $600,366.

ROU assets and lease liabilities related to our operating leases are as follows:

	December 31, 2021
	December 31, 2022
Right-of-use assets	$	~~188~~357,~~770~~150
Current operating lease liabilities		3669,~~369~~180
Non-current operating lease liabilities		~~152~~287,~~401~~970

The following is a schedule, by years, of future minimum lease payments required under the operating leases:

Years Ending
December 31,	Operating Leases
2022	$	48,000
2023	$	91,200
2023		48,000
2024		96,000
2024		48,000
2025		102,000
2025		48,000
2026		85,256
2026		28,000
2027		39,312
Total		~~220~~413,~~000~~768
Less imputed Interest		3156,~~230~~618
Total liability	$	~~188~~357,~~770~~150

Other information related to leases is as follows:

Lease Type		Weighted Average Remaining Term		Weighted Average Interest Rate		~~Weighted Average Interest Rate~~
Operating Leases		4.21 years	~~4.5 years~~	7%			7	%

Financing Leases

On December 22, 2020, the Company entered into a vehicle lease in the amount of $19,314. The lease has a term of 6 years, from February 5, 2021 January 5, 2027, with a monthly payment of $268.

On December 22, 2020, the Company entered into a vehicle lease in the amount of $18,689. The lease has a term of 6 years, from February 5, 2021 January 5, 2027, with a monthly payment of $260.

The Company evaluated the leases in accordance with ASC 842 and determined that its leases meet the definition of a finance lease.

~~Financing~~On ~~lease~~December ~~assets~~22, 2020, Satel’s President, Richard Hylen, and ~~liabilities~~the ~~related~~Company toentered ~~our~~into ~~financing~~two vehicle leases ~~are~~in asthe ~~follows:~~amount of $19,314 and $18,689, respectively. The leases have a term of 6 years, from February 5, 2021 to January 5, 2027, with monthly payments of $268 and $260, respectively.

In connection with the Satel Group, Inc. Settlement and Sale Agreement, dated July 1, 2022, financing lease assets of $26,815, current financing lease liabilities of $4,666, and non-current financing lease liabilities of $22,149 were reported as non-current assets of discontinued operations, current liabilities of discontinued operations, and non-current liabilities of discontinued operations, respectively, on the December 31, 2021 balance sheet (see Note 3).

On November 6, 2022, the Company entered into a van lease agreement with an employee in the amount of $62,086. The lease has a term of 5 years, from November 2022 to October 2027, with a monthly payment of $1,035.

Financing lease assets and liabilities related to our financing lease are as follows:

	December 31, 2021
	December 31, 2022
Right-of-use assets	$	2651,~~815~~088
Current financing lease liabilities		49,~~666~~252
Non-current financing lease liabilities		2241,~~149~~836

~~The following is a schedule, by years, of future minimum lease payments required under the finance leases:~~44

The following is a schedule, by years, of future minimum lease payments required under the finance lease:

Years Ending
December 31,	~~Finance Leases~~	Finance Lease
2022	$	6,334
2023		$	12,417
2023		6,334
2024			12,417
2024		6,334
2025			12,417
2025		6,334
2026			12,417
2026		6,334
2027			10,348
Total		~~31,670~~	60,016
Less imputed Interest		~~4,855~~	8,928
Total liability	$	~~26,815~~$	51,088

Other information related to ~~leases~~the lease is as follows:

Lease Type	Weighted Average Remaining Term		Weighted Average Interest Rate	~~Weighted Average Interest Rate~~
Finance Leases		6 years			7	%
Finance Lease	4.83 years		7%

3910. LOANS PAYABLE

8On October 1, 2017, Direct Capital Group, Inc. agreed to cancel two convertible notes in the principal amounts of $25,000 and $36,000, and ~~LOANS~~$6,304 ~~PAYABLE~~in accrued interest, in exchange for a Promissory Note in the amount of $61,000. The note bears no interest and is due on or before October 1, 2020. As of December 31, 2022 and December 31, 2021, the principal balance owed to Direct Capital Group was $14,500 and $14,500, respectively.

On October 1, 2017, Direct Capital Group, Inc. agreed to cancel two convertible notes in the principal amounts of $25,000 and $36,000, and $6,304 in accrued interest, in exchange for a Promissory Note in the amount of $61,000. The note bears no interest and is due on or before October 1, 2020. During the period ended December 31, 2021 and December 31, 2020, the Company recorded payments of $0 and $2,000, respectively.

As of December 31, 2021 and December 31, 2020, the principal balance owed to Direct Capital Group was $14,500 and $16,500, respectively.

On May 3, 2020, the Company, was granted a loan (the “Loan”) from Bank of America. in the amount of $72,920, pursuant to the Paycheck Protection Program (the “PPP”) under Division A, Title I of the CARES Act, which was enacted March 27, 2020.

The Loan, which was in the form of a Note dated May 3, 2020 issued by the Borrower, matures on May 3, 2022, and bears interest at a rate of 1% per annum, payable monthly commencing on November 3, 2020. The Note may be prepaid by the Borrower at any time prior to maturity with no prepayment penalties. Funds from the Loan may only be used for payroll costs, costs used to continue group health care benefits, mortgage payments, rent, utilities, and interest on other debt obligations. The Company intends to use the entire Loan amount for qualifying expenses. Under the terms of the PPP, certain amounts of the Loan may be forgiven if they are used for qualifying expenses as described in the CARES Act. ~~During~~As ~~the~~of June 30, 2022 and year ended December 31, 2021 ~~and 2020~~, the Company recorded accrued interest of $1,~~215~~576 and $~~485~~1,215, respectively, on the PPP loan.

9Pursuant to the Satel Group, Inc.. Settlement and Sale Agreement, the Loan Payable amount of $72,920 and accrued interest of $1,576 was reclassified ~~DERIVATIVE~~to ~~LIABILITIES~~current liabilities of discontinued operations on the balance sheet (see Note 3).

~~During~~On ~~the~~June ~~year~~29, ~~ended December 31~~2022, ~~2021~~ the Company ~~valued~~entered ~~the~~into ~~embedded~~a ~~conversion~~Promissory ~~feature~~Note ofwith ~~the~~Maguire ~~convertible~~and ~~notes,~~Associates ~~warrants,~~LLC ~~certain~~in ~~accounts payable~~the ~~and~~amount ~~certain~~of ~~related party liabilities~~$25,000. The ~~fair~~note ~~value~~bears ~~was~~no interest ~~calculated~~and atis ~~December~~due ~~31,~~on ~~2021~~or ~~based~~before onDecember ~~the~~31, ~~lattice model~~2022.

On October 7, 2022, the Company received funding pursuant to a promissory note in the amount of $125,000, of which, $100,000 was received in cash and $25,000 was recorded as debt issuance fees, which will be amortized over the life of the note. The note bears interest of ~~following~~10% ~~table~~(increases ~~represents~~to 18% per annum upon an event of default), which is guaranteed and earned in full as of the issue date. The note matures on October 7, 2023. The principal amount and the guaranteed interest is due and payable in seven equal monthly payments of $19,642.85, commencing on March 7, 2023 and continuing on the 7th day of each month thereafter. In addition, the Company’s ~~derivative~~agreed ~~liability~~to ~~activity~~issue 1,000,000 ~~for~~shares of common stock in connection with the ~~embedded~~note. ~~conversion~~As ~~features~~of ~~for~~December 31, 2022, the ~~year~~company ~~ended~~has amortized $5,822 of the debt issuance fees to the statement of operations. As of December 31, ~~2021:~~2022, the note has a principal balance of $125,000, debt issuance fees of $19,178 and accrued interest of $12,500.

11. DERIVATIVE LIABILITIES

During the year ended December 31, 2022, the Company valued the embedded conversion feature of the convertible notes, warrants, certain accounts payable and certain related party liabilities. The fair value was calculated at December 31, 2022 based on the lattice model.

The following table represents the Company’s derivative liability activity for the embedded conversion features for the year ended December 31, 2022:

Notes

Warrants

Stock Payable

Total

Balance, beginning of period

3159,~~933,475~~045

2750,~~343~~399

41,~~036~~388,~~176~~809

71,~~996~~598,~~994~~253

Initial recognition of derivative liability

3,~~916~~463,~~274~~970

2,~~554~~975,~~276~~566

—

6,~~470~~439,~~550~~536

Derivative settlements

(3760,~~085,456~~989

)

(~~133~~166,~~297~~394

)

—

(3927,~~218,753~~383

)

Loss (gain) on derivative liability valuation

(42,~~605~~532,~~248~~336

)

(2,~~397~~726,~~923~~174

)

(2546,~~647,367~~280

)

(94,~~650~~712,~~538~~230

)

Balance, end of period

~~159~~329,~~045~~690

50133,~~399~~397

1,~~388~~935,~~809~~089

12,~~598~~398,~~253~~176

Convertible Notes

The fair value at the commitment date for the convertible notes and the revaluation dates for the Company’s derivative liabilities were based upon the following management assumptions as of December 31, ~~2021~~2022:

	~~Valuation date~~	Valuation date
Expected dividends	0%	0%
Expected volatility	~~187.11%-249.88%~~	242.28%-280.09%
Expected term	~~.07 - .74 years~~	.09 - .99 years
Risk free interest	~~.06%-.27%~~	4.12%-4.76%

Warrants

On January 2, 2019, the Company executed a Common Stock Purchase Warrant for 12,146 shares. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price of $0.016 per share and expire on December 31, 2023.

On January 31, 2019, the Company executed a Common Stock Purchase Warrant for 14,667 shares. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price of $0.016 per share and expire on January 30, 2024.

On March 26, 2019, the Company executed a Common Stock Purchase Warrant for 10,958 shares. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price of $0.017 per share and expire on March 25, 2024.

On April 9, 2019, the Company executed a Common Stock Purchase Warrant for 3,667. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price of $0.10 per share and expire on April 8, 2024.

On April 9, 2019, the Company executed a Common Stock Purchase Warrant for 3,667 shares. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price of $0.10 per share and expire on April 8, 2024.

On April 23, 2019, the Company executed a Common Stock Purchase Warrant for 700 shares. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price of $0.25 per share and expire on April 22, 2024.

On May 30, 2019, the Company executed a Common Stock Purchase Warrant for 4,167 shares. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price of $0.04 per share and expire on May 29, 2024.

On June 13, 2019, the Company entered into a Securities Exchange Agreement with Fourth Man Fund, LLC. Both parties agreed to exchange the Warrants pursuant under the terms of a Securities Exchange Agreement, in its entirety. The Agreement is for warrants dated July 3, 2018, July 17, 2018, October 3, 2018, and August 22, 2018, representing 597 shares of common stock, exchanged for 10,167 shares of Preferred Series C stock at $10 per share. The exchange extinguished $734,381 worth of derivative liabilities.

On June 13, 2019, the Company entered into a Securities Exchange Agreement with Emunah Funding, LLC. Both parties agreed to exchange the Warrants pursuant under the terms of a Securities Exchange Agreement, in its entirety. The Agreement is for warrants dated October 20, 2017, November 6, 2017, November 30, 2017, January 11, 2018, May 15, 2018, and October 31, 2018, representing 866 shares of common stock, exchanged for 35,583 shares of Preferred Series C stock at $10 per share. The exchange extinguished $1,095,620 worth of derivative liabilities.

On June 21, 2019, the Company executed a Common Stock Purchase Warrant for 6,667 shares. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price of $0.025 per share and expire on June 20, 2024.

On July 22, 2019, the Company executed a Common Stock Purchase Warrant for 11,195 shares. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price of $0.023 per share and expire on July 22, 2024.

On August 7, 2019, the Company executed a Common Stock Purchase Warrant for 14,667 shares. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price of $0.015 per share and expire on August 7, 2024.

On August 12, 2019, the Company executed a Common Stock Purchase Warrant for 7,822 shares. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price of $0.015 per share and expire on August 7, 2024.

On August 20, 2019, the Company executed a Common Stock Purchase Warrant for 23,333 shares. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price of $0.01 per share and expire on August 7, 2024.

On October 9, 2019, the Company executed a Common Stock Purchase Warrant for 114,583 shares. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price of $0.0016 per share and expire on October 9, 2024.

On February 8, 2021, the Company executed a Common Stock Purchase Warrant for 933,333 shares. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price of $0.001 per share and expire on February 8, 2024.

On February 8, 2021, the Company executed a Common Stock Purchase Warrant for 15,385 shares. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price of $0.00468 per share and expire on February 8, 2026.

On March 5, 2021, the Company executed a Common Stock Purchase Warrant for 933,333 shares. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price of $0.001 per share and expire on March 5, 2024.

On March 8, 2021, the Company executed a Common Stock Purchase Warrant for 3,333,333 shares. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price of $0.001 per share and expire on March 9, 2024.

On July 28, 2021, the Company executed a Common Stock Purchase Warrant for 6,222,222 shares. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price of $0.0225 per share and expire on July 28, 2024.

On September 27, 2021, the Company executed a Common Stock Purchase Warrant for 9,876,522 shares. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price of $0.01125 per share and expire on September 27, 2024.

The Company evaluated all outstanding warrants to determine whether these instruments may be tainted. All warrants outstanding were considered tainted. The Company valued the embedded derivatives within the warrants based on the independent report of the valuation specialist.

The fair value at the valuation dates were based upon the following management assumptions:

Schedule of Company'’s derivative liabilities upon management assumption

	~~Valuation date~~	Valuation date
Expected dividends	0%	0%
Expected volatility	~~513.48%-586.99%~~	232.80%-517.58%
Expected term	~~2.01 – 4.11 years~~	1.01 – 4.98 years
Risk free interest	~~0.73%-1.12%~~	4.11%-.4.73%

Stock Payable

The payables to be issued in stock are at 100% of the lowest closing market price with a 15 day look back. The fair value at the valuation dates were based upon the following management assumptions:

Schedule of Company'’s derivative liabilities upon management assumption

	~~Valuation date~~	Valuation date
Expected dividends	0%	0%
Expected volatility	~~236.32%~~	256.11%
Expected term	~~1 year~~	1 year
Risk free interest	~~0.39%~~	4.73%

~~10. RELATED PARTY TRANSACTIONS~~46

~~The Company is periodically advanced noninterest bearing operating funds from related parties~~12. ~~The advances are due on demand and unsecured.~~ During the year ended December 31, 2021 the Company made payments of $76,746 to amounts due to related parties, and $96,367 was advanced to the Company by related parties. As of December 31, 2021 and December 31, 2020, the Company owed related parties $264,944 and $245,323, respectively. During the year ended December 31, 2021, the Company recorded imputed interest of $34,179 to the statement of operations with a corresponding increase to additional paid in capital.WARRANTS

OnA ~~December~~summary ~~22,~~of ~~2020,~~warrant ~~the~~activity ~~President,~~for ~~Richard Hylen, and~~ the ~~Company~~year ~~entered~~ended ~~into~~December ~~two vehicle leases in the amount of $19~~31,~~314~~ ~~and~~2022 ~~$18,689, respectively.~~is ~~The~~as ~~leases have a term of 6 years, from February 5, 2021 January 5, 2027, with monthly payments of $268 and $260, respectively.~~follows:

During the year ended December 31, 2021, the Company paid a deposit of $450,000 to BrewBilt Manufacturing, Inc. to begin fabrication of a brewery system. The Company anticipates the system will be complete within six to nine months.

						Weighted-Average
				Weighted-Average		Remaining		Aggregate
Warrants	Shares			Exercise Price		Contractual Term		Intrinsic Value
Outstanding at December 31, 2021 ^(*)		14,510		$	2,323		2.66	$	—
Granted		67,456,898			0.0285		4.99		—
Exercised		(653,448	)		—		—		—
Forfeited or expired		0			—		—		—
Outstanding at December 31, 2022		66,817,960		$	0.5267		4.83	$	—
Exercisable at December 31, 2022		66,817,960		$	0.52671		4.83	$	—

~~11. CONVERTIBLE~~(*) ~~PREFERRED~~The ~~STOCK~~opening shares and exercise price were adjusted to reflect a reverse split at a ratio of 1-for-300 on September 22, 2022

The aggregate intrinsic value in the preceding tables represents the total pre-tax intrinsic value, based on options with an exercise price that is higher than the Company’s market stock price of $0.002 on December 31, 2022.

13. RELATED PARTY TRANSACTIONS

As of December 31, 2022 and December 31, 2021, related party transactions were comprised of the following:

Schedule of Related Party Transactions

	December 31,		December 31,
	2022		2021
Assets
Related party deposits	$	—	$	450,000
Related party financial lease assets	$	51,088	$	—

Current liabilities
Related party accounts payable	$	200,593	$	—
Related party advances		177,517		57,858
Total related party liabilities	$	378,110	$	57,858

Related party financial lease liabilities	$	9,252	$	—

Non-current liabilities
Related party financial lease liabilities	$	41,836	$	—
Related party notes payable	$	977,396	$	—

Related party deposits and accounts payable

BrewBilt Manufacturing, Inc, which is led by CEO Jef Lewis, is supplying all necessary equipment to the company for its craft beer production.

The Company anticipates the remaining equipment in the amount of $132,992 will be completed and delivered by Q3 2023.

Related party sales

During the year ended December 31, 2022, BrewBilt Manufacturing purchased beer products from the company totaling $1,062.

Finance leases

On December 22, 2020, the President, Richard Hylen, and the Company entered into two vehicle leases in the amount of $19,314 and $18,689, respectively. The leases have a term of 6 years, from February 5, 2021 January 5, 2027, with monthly payments of $268 and $260, respectively. Pursuant to the Settlement and Sale Agreement with Satel Group, Inc., the Company reclassified the lease asset and lease liabilities to assets and liabilities of discontinued operations on the balance sheet (see Note 3).

Related party advances and imputed interest

The Company is periodically advanced noninterest bearing operating funds from related parties. The advances are due on demand and unsecured. During the year ended December 31, 2021 related parties advanced $96,367 to the Company, and the Company made payments of $76,746 to amounts due to related parties. Pursuant to the Settlement and Sale Agreement with Satel Group, Inc., the Company reclassified related party liabilities of $207,086 due to Richard Hylen to current liabilities of discontinued operations on the balance sheet (see Note 3).

During the year ended December 31, 2022, the Company made payments of $13,538 to amounts due to related parties, and $133,197 was advanced to the Company by related parties.

During the year ended December 31, 2022, in connection with related party advances, the Company recorded imputed interest of $32,014 to the statement of operations with a corresponding increase to additional paid in capital.

Related party notes payable and imputed interest

On March 31, 2022, the Company elected not to renew an employee agreement with Mike Schatz and converted accrued wages and interest of $114,355 to an interest free promissory note. This note will be repaid commencing on April 1, 2022, in monthly installments of no less than $2,000 until the principal amount is satisfied and paid in full. During the year ended December 31, 2022, the Company made payments of $12,000 and recorded imputed interest of 16,192, which was recorded to the statement of operations with a corresponding increase to additional paid in capital. The balance at December 31, 2022 is $102,355 and is reported as non-current related party liabilities on the balance sheet.

On October 4, 2022, the Company entered in a Promissory Note with a former related party that is a holder of Convertible Preferred Series shares. The shareholder agreed to cancel 3,259 shares of Convertible Preferred Series A stock in exchange for a Promissory Note in the amount of $875,042. The Company agreed to issue 87,504,150 shares of common stock as collateral in the event the note is not paid by the due date of December 31, 2025. During the year ended December 31, 2022, the Company recorded imputed interest of $31,645 to the statement of operations, with a corresponding increase to additional paid in capital. The balance of the note at December 31, 2022 is $875,042 and is reported as non-current related party liabilities on the balance sheet.

Other related party transactions

On January 1, 2022, the company agreed to issue 186 Convertible Series A shares each to Jef Lewis, Richard Hylen, Sam Berry, and Bennett Buchanan for total fees of $200,000, pursuant to Directors Agreements. As of the date of this report, the shares have not been issued.

On August 25, 2022, the Company issued 1,118 shares of Convertible Preferred Series A stock to Jeffrey Lewis and Bennett Buchanan at $268.50 per share, for a total value of $600,366 to be guarantors of the tap room lease.

During the year ended December 31, 2022, the Company issued 2,406 shares of Convertible Series A stock to Richard Hylen, valued at $646,011, in connection with the Settlement and Sale Agreement with Satel Group, Inc.

14. CONVERTIBLE PREFERRED STOCK

Series A Convertible Preferred Stock

On January 25, 2011, the Company filed an amendment to its Nevada Certificate of Designation to create Series A Convertible Preferred Stock, with a par value of $0.001 and 10,000,000 shares authorized.

On January 3, 2017, the Company filed an Amendment to Certificate of Designation with the Nevada Secretary of State defining the rights and preferences of the Series A Convertible Preferred shares. Series A Convertible Preferred stock shall be convertible into common shares at the rate of the closing market price on the day of the conversion notice equal to the dollar amount of the value of the Series A Convertible Preferred shares, and holders shall have no voting rights on corporate matters, unless and until they convert their Series A Convertible Preferred shares into Common shares, at which time they will have the same voting rights as all Common Shareholders have; their consent shall not be required for taking any corporate action.

On October 26, 2018, the Company issued 3,259 Series A Convertible Preferred shares to Donna Murtaugh, to settle liabilities of $875,000 owed to her pursuant to the Asset Purchase Agreement dated March 9, 2016.

As of November 13, 2018, 23,263 shares of Series A Convertible Preferred stock were transferred into the Company in connection with the reverse merger.

On November 13, 2018, the Company granted 7,244 Series A Convertible Preferred shares to Richard Hylen, valued at $1,945,000, pursuant the Merger Agreement.

On January 9, 2019, the Company entered into an Asset Purchase Agreement Proscere Bioscience Inc., a Florida Corporation. Pursuant to the Asset Purchase Agreement, Proscere Bioscience assigned and transferred all of its right, title, and interest to its fixed assets and “know how” to Simlatus Corporation. These assets and “know how” pursuant to the 5 year Exclusive Distribution & License Agreement dated January 9, 2019 are valued at $3,000,000. As consideration for the assets and “know how” Simlatus Corporation issued 11,173 shares of Convertible Preferred Series A stock. At that time, Proscere Bioscience became a wholly subsidiary of Simlatus Corporation.

On March 19, 2019, Richard Hylen entered into a Debt Settlement Agreement with Xillient, LLC to settle $362,261 in outstanding debt owed to Xillient, LLC for $200,000. Mr. Hylen transferred 745 of his Convertible Preferred Series A that are valued at $200,000. The liability amount of $362,261 was reclassed to additional paid in capital due to the contributed capital by a related party.

On April 10, 2019, the Board of Directors repurchased and returned to treasury 168 Convertible Preferred Series A shares valued at $45,000 in the name of Optempus Investments, LLC. The company authorized and paid the payment of $45,000 to Optempus Investments, LLC for the repurchase of 168 Convertible Preferred Series A shares. This transaction is pursuant with the Asset Purchase Agreement of Proscere Bioscience and the IP of the Cold-Water CBD/HEMP Extraction Systems. The Convertible Preferred Series A Stock is convertible to common stock at market price the day of conversion.

On June 3, 2019, the Board of Directors repurchased and returned to treasury 121 Convertible Preferred Series A shares valued at $32,505 in the name of Optempus Investments, LLC. The company authorized and paid the payment of $32,505 to Optempus Investments, LLC for the repurchase of 121 Convertible Preferred Series A shares. This transaction is pursuant with the Asset Purchase Agreement of Proscere Bioscience and the IP of the Cold-Water CBD/HEMP Extraction Systems. The Convertible Preferred Series A Stock is convertible to common stock at market price the day of conversion.

On June 21, 2019, 289 Convertible Preferred Series A shares held in treasury were retired.

During the year ended December 31, 2019, 4,749 shares of Convertible Series A Preferred stock were converted to 14,336 common shares in accordance with the conversion terms.

On November 27, 2020, the Company and a note holder agreed to convert the principal and interest balance of $212,054 to 790 shares of Convertible Series A Preferred stock.

On December 28, 2020, the Company converted wages and accrued interest owed to Richard Hylen and Mike Schatz to Convertible Series A Preferred stock. The Company issued 652 shares valued at $174,930 in exchange of wages and interest of $174,930 owed to Richard Hylen. The Company issued 2,119 shares valued at $568,899 to settle wages and interest of $568,899 owed to Mike Schatz.

During the year ended December 31, 2020, 1,890 shares of Convertible Series A Preferred stock were converted to 8,119,147 common shares in accordance with the conversion terms. The issuances resulted in a loss on conversion of $191,349, which was recorded to the statement of operations.

On April 19, 2021 in connection with the Merger Agreement, the Company approved the authorization of a 1 for 150 reverse stock split of the Company’s outstanding shares of Convertible Series A Preferred stock. At the time the reverse split is effective, the stated value of each share will be $268.50. In addition, the Company reduced the number of authorized shares to 100,000 with a par value of $0.0001. The financial statements have been retroactively adjusted to take this into account for all periods presented.

During the year ended December 31, 2021, 14,192 shares of Convertible Series A Preferred stock were converted to 74247,~~175,550~~252 common shares in accordance with the conversion terms. The issuances resulted in a loss on conversion of $1,759,694, which was recorded to the statement of operations.

During the year ended December 31, 2021, the Company issued 93 shares each of Convertible Series A Preferred stock to Richard Hylen, Jef Lewis, and Bennett Buchanan and 279 shares of Convertible Series A Preferred stock to Sam Berry, pursuant to employee, consulting, and director agreements (Note 1517). These shares were issued at a value at $149,992 and resulted in a gain of conversion of $6, which was recorded to the statement of operations.

44On November 1, 2021, the Company entered into a Licensing Agreement with Maguire & Associates and agreed to issue 18,622 shares of Convertible Preferred Series A stock valued at $5,000,000. The shares were issued on March 8, 2022 and $5,000,007 was reclassified to Series A Convertible Preferred Stock, and $7 was recorded to additional paid in capital.

~~The~~On ~~Series~~March A4, ~~Convertible~~2022, ~~Preferred Stock has been classified outside of permanent equity and liabilities since it embodies a conditional obligation that~~ the Company ~~may~~issued ~~settle~~93 ~~by issuing a variable number of equity~~ shares ~~and the monetary value~~ of ~~the obligation is based on a fixed monetary amount known at inception. Each share of the Convertible~~ Series A Convertible Preferred ~~Stock~~stock ~~has~~for ~~a fixed value of~~ $~~268.50 per share~~25,000 ~~has~~in noadvertising ~~voting~~services ~~rights,~~provided ~~and~~by isJef Freeman. ~~convertible~~The ~~into~~shares ~~common~~were ~~stock~~valued at ~~closing market price on the date of conversion. The Company has recorded~~ $824,~~255~~971,~~301,~~ ~~which~~and ~~represents 30,747 Series A Convertible Preferred Stock at~~ $~~268.50~~29 ~~per~~was ~~share,~~recorded ~~issued and~~to ~~outstanding~~additional aspaid ofin ~~December 31, 2021, outside of permanent equity and liabilities~~capital.

On April 1, 2022, the Company issued 223 shares of Series A Convertible Preferred stock to settle $60,000 in convertible debt. The shares were valued at $59,876, and a gain on conversion of debt of $124 was recorded to the statement of operations and $78,789 in derivative liabilities were reclassed to additional paid in capital.

On June 29, 2022, the Company issued 400 shares of Convertible Series A Preferred stock, valued at $107,400, in connection with a promissory note.

On July 1, 2022, the Company issued 2,406 shares of Convertible Series A Preferred stock, valued at $646,011, to Richard Hylen in connection with the sale of the company’s wholly owned subsidiary, Satel Inc.

On August 25, 2022, the Company issued 1,118 shares of Convertible Preferred Series A stock each to Jeffrey Lewis and Bennett Buchanan at $268.50 per share, for a total value of $600,366 as guarantors of the tap room lease.

On September 2, 2022, the holder of 455 shares of Convertible Preferred Series A stock agreed to cancel the shares in connection with a settlement agreement. The shares were cancelled in exchange for a cash payment of $30,000. Upon execution of the agreement, the Company made a payment of $10,000 and the balance of $20,000 will be paid in $4,000 monthly installments with no interest. The cancelled shares were valued at $122,168, and the company recorded a gain on settlement of debt of $92,168 to the statement of operations.

On October 4, 2022, the Company cancelled 3,259 shares of Convertible Preferred stock in exchange for 87,504,150 common shares that were issued as collateral on a promissory note. The stock was valued at $1,653,828, and a loss of $778,787 was recorded to the statement of operations.

On October 21, 2022, the Company issued 1,118 shares of Convertible Preferred stock in connection with an agreement for marketing advisory services and platform fees for a period of one year in the amount of $300,000. The stock was valued at $300,183, and a loss of $183 was recorded to the statement of operations.

During the year ended December 31, 2022, 1,874 shares of Convertible Series A Preferred stock were converted to 40,061,283 common shares in accordance with the conversion terms. The issuances resulted in a loss on conversion of $398,707, which was recorded to the statement of operations.

The Series A Convertible Preferred Stock has been classified outside of permanent equity and liabilities since it embodies a conditional obligation that the Company may settle by issuing a variable number of equity shares and the monetary value of the obligation is based on a fixed monetary amount known at inception. Each share of the Convertible Series A Preferred Stock has a fixed value of $268.50 per share, has no voting rights, and is convertible into common stock at closing market price on the date of conversion. The Company has recorded $13,493,736 which represents 50,256 Series A Convertible Preferred Stock at $268.50 per share, issued and outstanding as of December 31, 2022, outside of permanent equity and liabilities.

Series C Convertible Preferred Stock

On June 13, 2019, the Company’s Board of Directors authorized the creation of 45,750 shares of Series C Convertible Preferred Stock with a par value of $0.0001, and on June 13, 2019, a Certificate of Designation was filed with the Nevada Secretary of State. The Convertible Preferred Series C shall have no voting rights as to corporate matters unless, and until, they are converted into common shares, at which time, they will have the same voting rights as all common stock shareholders. Convertible Preferred Series C shares cannot be sold, assigned, hypothecated, or otherwise disposed of, without first obtaining the consent of the majority Convertible Preferred Series C shareholders. Convertible Preferred Series C shares shall have a value of $10 per share and shall convert into common shares at the rate of the closing market price on the day of conversion notice equal to the dollar amount of the value of the Convertible Preferred Series C share. At no time may the shareholder convert their shares into more than 4.99% of the issued and outstanding.

OnDuring ~~June~~the 13year ended December 31, ~~2019~~2021, ~~the~~35,583 ~~Company~~shares ~~entered~~of ~~into~~Convertible aSeries ~~Securities~~C ~~Exchange~~Preferred ~~Agreement~~stock ~~with~~valued ~~Fourth~~at ~~Man Fund~~$355,830 ~~LLC.~~were ~~Both~~converted ~~parties agreed~~ to ~~exchange~~2,222 ~~the~~common shares ~~Warrants~~in ~~pursuant~~accordance ~~under~~with the ~~terms~~conversion ~~of a Securities Exchange Agreement, in its entirety~~terms. The ~~Agreement~~issuances isresulted ~~for~~in ~~warrants dated~~a ~~July~~gain 3,on ~~2018,~~conversion ~~July~~of 17$155, ~~2018~~830, ~~October~~which 3,was ~~2018,~~recorded ~~and~~to ~~August 22, 2018, representing 89,540 shares of common stock, exchanged~~the ~~for~~statement ~~10,167 shares~~ of ~~Convertible Preferred Series C stock at $10 per share~~operations. ~~The exchange extinguished $734,381 worth of derivative liabilities.~~

On June 13, 2019, the Company entered into a Securities Exchange Agreement with Emunah Funding, LLC. Both parties agreed to exchange the Warrants pursuant under the terms of a Securities Exchange Agreement, in its entirety. The Agreement is for warrants dated October 20, 2017, November 6, 2017, November 30, 2017, January 11, 2018, May 15, 2018, and October 31, 2018, representing 129,952 shares of common stock, exchanged for 35,583 shares of Convertible Preferred Series C stock at $10 per share. The exchange extinguished $1,095,620 worth of derivative liabilities.

During the year ended December 31, 2019, 10,167 shares of Convertible Series C preferred stock were converted to 28,015 common shares in accordance with the conversion terms.

During the year ended December 31, 2021, 35,583 shares of Convertible Series C Preferred stock valued at $355,830 were converted to 666,667 common shares in accordance with the conversion terms. The issuances resulted in a gain on conversion of $155,830, which was recorded to the statement of operations.

The Convertible Series C Preferred Stock has been classified outside of permanent equity and liabilities since it embodies a conditional obligation that the Company may settle by issuing a variable number of equity shares and the monetary value of the obligation is based on a fixed monetary amount known at inception.

On June 11, 2021, in connection with the Merger Agreement, the Company eliminated Series C Convertible Preferred stock class.

Preferred Stock Payable

On December 28, 2020, the Company received resignation letters from Baron Tennelle, Dusty Vereker, and Robert Stillwaugh. The Company agreed to issue Preferred Series A shares to settle unpaid wages and interest owed to those individuals.

The Company agreed to issue 353 Preferred Series A shares to Baron Tennelle in exchange for accrued wages of $90,000 and interest of $4,745. The Company agreed to issue 337 Preferred Series A shares to Dusty Vereker in exchange for accrued wages of $86,250 and interest of $4,350. The Company agreed to issue 2,119 Preferred Series A shares to Robert Stillwaugh in exchange for accrued wages of $427,708 and interest of $141,190.

The shares were issued on January 7, 2021 and the Company reclassed $754,249 from Preferred Stock Payable to Convertible Series A Preferred Stock.

On November 1, 2021, the Company entered into a Licensing Agreement with Maguire & Associates and agreed to issue 18,622 shares of Convertible Preferred Series A stock valued at $5,000,000. The shares were issued on March 8, 2022 at a value of $5,000,007, and $5,000,000 was reclassified to Series A Convertible Preferred Stock, and $7 was recorded to additional paid in capital.

12On January 1, 2022, the company agreed to issue 186 Convertible Series A shares each to Jef Lewis, Richard Hylen, Sam Berry, and Bennett Buchanan for total fees of $200,000, pursuant to Directors Agreements. The shares have a value of $199,764, and $236 was recorded to ~~PREFERRED~~additional ~~STOCK~~paid in capital.

On March 31, 2022, the company agreed to issue 1,490 shares of Convertible Series A Preferred stock for compensation in the amount of $400,000, pursuant to an employee agreement with Mike Schatz. The shares have a value of $400,065, and $65 was credited to additional paid in capital.

15. PREFERRED STOCK

On January 25, 2011, the Company filed an amendment to its Nevada Certificate of Designation to create Series B Preferred Stock, with a par value of $0.001 and 10,000,000 shares authorized.

On July 1, 2015, the Company’s Board of Directors authorized the creation of shares of Series B Voting Preferred Stock and on July 27, 2015 a Certificate of Designation was filed with the Nevada Secretary of State. The holder of the shares of the Series B Voting Preferred Stock has the right to vote those shares of the Series B Voting Preferred Stock regarding any matter or action that is required to be submitted to the shareholders of the Company for approval. The vote of each share of the Series B Voting Preferred Stock is equal to and counted as 4 times the votes of all of the shares of the Company’s (i) common stock, and (ii) other voting preferred stock issued and outstanding on the date of each and every vote or consent of the shareholders of the Company regarding each and every matter submitted to the shareholders of the Company for approval.

On November 9, 2018, Mike Schatz returned 250 Preferred Series B Control Shares, valued at par value, pursuant to his new employee agreement dated November 1, 2018.

On November 9, 2018, Robert Stillwaugh returned 250 Preferred Series B Control Shares, valued at par value, pursuant to his new employee agreement dated November 1, 2018.

On November 9, 2018, newly appointed President, Richard Hylen was issued 500 Preferred Series B Control Shares, pursuant to his employee agreement dated November 1, 2018.

On January 20, 2021, newly appointed President, Jef Lewis and Satel’s President Richard Hylen were each issued 500 Preferred Series B Control Shares each, pursuant to their employee agreements dated January 1, 2021. The Company determined the Control shares have a value of $785,230 which was recorded as stock based compensation on the statement of operations and an offsetting entry to additional paid in capital.

On June 11, 2021, the Company filed a Certificate of Amendment with the Florida Secretary of State to decrease the number of authorized Preferred Series B from 10,000 to 5,000 with a par value of $0.0001.

~~As of December 31, 2021, 5,000 Series B Preferred shares were authorized, of which 1,500 shares were issued and outstanding.~~51

46On July 1, 2022, the Company cancelled 500 Preferred Series B Control shares held by Richard Hylen in connection with the sale of the company’s wholly owned subsidiary, Satel Inc.

~~13.~~As ~~COMMON~~of ~~STOCK~~December 31, 2022, 5,000 Series B Preferred shares were authorized, of which 1,000 shares were issued and outstanding.

As16. ofCOMMON ~~November 13, 2018, 19 shares of common stock were transferred into the Company in connection with the reverse merger.~~STOCK

On ~~November~~March 138, ~~2018~~2021, the Company issued ~~682~~778 common shares ofin ~~restricted common~~ stock tobased ~~Richard Hylen as collateral~~compensation, ~~pursuant to the Asset Purchase Agreement dated November 13, 2018. The shares are~~ valued at $487,~~298,450 based on the market price of the Company’s common stock on the date of the agreement~~500.

~~During~~On ~~the~~April ~~year~~19, ~~ended~~2021, ~~December~~in ~~31,~~connection ~~2018~~with the Merger Agreement, the ~~holders~~Company ofapproved ~~convertible~~the ~~notes~~authorization ~~converted~~of a ~~total~~1 offor ~~$10,448~~150 ofreverse ~~principal~~stock ~~and~~split ~~interest~~of ~~into~~the 19Company’s outstanding shares of common stock. ~~The~~In ~~issuance~~addition, ~~extinguished~~the ~~$115~~Company reduced the number of authorized shares to 200,~~941~~000,000 with ~~worth~~a par value of ~~derivative~~$0.0001. ~~liabilities~~The ~~which~~reverse split was ~~recorded~~effective on June 11, 2021, and the financial statements have been retroactively adjusted to ~~additional~~take this into account for all periods presented. During the year ended December 31, 2021, the Company issued 33 common shares due ~~paid~~to rounding in ~~capital~~connection with the reverse stock split.

On April 16, 2019, the Company issued 3 common shares at to Hanson & Associates to settle outstanding stock payable liabilities pursuant to a Consulting Agreement dated April 1, 2017. The stock was valued at $24,953 on the date of issuance, which extinguished $24,953 in derivative liabilities.

On June 13, 2019, the Company filed a Certificate of Amendment with the Nevada Secretary of State to increase the number of authorized common shares from 900,000,000 to 975,000,000 with a par value of $0.00001.

On July 23, 2019, the Company’ Board of Directors and the Majority Stockholders owning a majority of the Company’s voting securities, approved a resolution authorizing the Company to amend the Articles of Incorporation to increase the number of authorized Common Shares from 975,000,000 to 1,500,000,000 shares at par value $0.00001 per share.

On September 16, 2019, the Company’ Board of Directors and the Majority Stockholders owning a majority of the Company’s voting securities, approved a resolution authorizing the Company to amend the Articles of Incorporation to increase the number of authorized Common Shares from 1,500,000,000 to 5,000,000,000 shares at par value $0.00001 per share.

On October 17, 2019, the Company’ Board of Directors and the Majority Stockholders owning a majority of the Company’s voting securities, approved a resolution authorizing the Company to amend the Articles of Incorporation to increase the number of authorized Common Shares from 5,000,000,000 to 10,000,000,000 shares at par value $0.00001 per share.

On December 18, 2019, the Company approved the authorization of a 1 for 1,000 reverse stock split of the Nevada warrant holders exercised the warrants and the Company issued 789 shares of common stock through a cashless exercise of the warrants in accordance with the conversion terms.

During the year ended December 31, 2019, the holders of convertible notes converted a total of $866,299 of principal and interest, and $16,500 in note fees, into 14,128 shares of common stock in accordance with the conversion terms. The issuances resulted in a loss on conversion of $86,719 and settled $1,784,469 worth of derivative liabilities which was recorded to additional paid in capital.

On March 27, 2020, 23 shares of common stock were issued due to rounding in conjunction with the reverse stock split.

On June 5, 2020, the Company’ Board of Directors and the Majority Stockholders owning a majority of the Company’s voting securities, approved a resolution authorizing the Company to amend the Articles of Incorporation to decrease the number of authorized Common Shares from 10,000,000,000 to 2,000,000,000 shares at par value $0.00001 per share.

On June 11, 2020, the Company’ Board of Directors and the Majority Stockholders owning a majority of the Company’s voting securities, approved a resolution authorizing the Company to amend the Articles of Incorporation to increase the number of authorized Common Shares from 2,000,000,000 to 5,000,000,000 shares at par value $0.00001 per share.

On August 14, 2020, the Company’ Board of Directors and the Majority Stockholders owning a majority of the Company’s voting securities, approved a resolution authorizing the Company to amend the Articles of Incorporation to increase the number of authorized Common Shares from 5,000,000,000 to 10,000,000,000 shares at par value $0.00001 per share.

During the year ended December 31, 2020, 1,890 shares of Convertible Series A Preferred stock were converted to 8,119,146 common shares in accordance with the conversion terms. The issuances resulted in a loss on conversion of $191,349, which was recorded to the statement of operations.

During the year ended December 31, 2020, the holders of convertible notes converted a total of $1,005,664 of principal and interest, and $30,935 in note fees, into 24,495,581 shares of common stock in accordance with the conversion terms. The issuances resulted in a loss on conversion of $41,116 and settled $4,976,556 worth of derivative liabilities which was recorded to additional paid in capital.

On March 8, 2021, the Company issued 233,333 common shares in stock based compensation, valued at $87,500.

On April 19, 2021, in connection with the Merger Agreement, the Company approved the authorization of a 1 for 150 reverse stock split of the Company’s outstanding shares of common stock. In addition, the Company reduced the number of authorized shares to 200,000,000 with a par value of $0.0001. The reverse split was effective on June 11, 2021, and the financial statements have been retroactively adjusted to take this into account for all periods presented. During the year ended December 31, 2021, the Company issued 9,932 common shares due to rounding in connection with the reverse stock split.

On August 3, 2021, the Company’ Board of Directors and the Majority Stockholders owning a majority of the Company’s voting securities, approved a resolution authorizing the Company to amend the Articles of Incorporation to increase the number of authorized Common Shares from 200,000,000 to 500,000,000 shares at par value $0.0001 per share.

On August 11, 2021, the Company’ Board of Directors and the Majority Stockholders owning a majority of the Company’s voting securities, approved a resolution authorizing the Company to amend the Articles of Incorporation to increase the number of authorized Common Shares from 500,000,000 to 1,000,000,000 shares at par value $0.0001 per share.

On September 2, 2021, the Company’ Board of Directors and the Majority Stockholders owning a majority of the Company’s voting securities, approved a resolution authorizing the Company to amend the Articles of Incorporation to increase the number of authorized Common Shares from 1,000,000,000 to 2,000,000,000 shares at par value $0.0001 per share.

During the year ended December 31, 2021, warrant holders exercised the warrants and the Company issued 623,~~927,827~~093 shares of common stock ~~through~~ through a cashless exercise of the warrants in accordance with the conversion terms.

During the year ended December 31, 2021, the holders of convertible notes converted a total of $877,299 of principal, $55,255 of interest, and $25,900 in note fees, into ~~106~~354,~~219,740~~067 shares of common stock in accordance with the conversion terms. The issuances resulted in a loss on conversion of $513,973 and settled $3,085,456 worth of derivative liabilities which was recorded to additional paid in capital.

AsOn ofApril ~~December 31~~5, ~~2021~~2022, ~~2,000,000,000~~the ~~common~~Company ~~shares,~~filed ~~par~~a ~~value~~Certificate ~~$0.0001,~~of ~~were~~Amendment ~~authorized,~~with the Florida Secretary of ~~which~~State ~~220~~to increase the number of authorized common shares from 5,~~877~~000,~~962~~000,000 ~~shares~~to ~~were~~15,000,000,000 ~~issued~~with ~~and~~a ~~outstanding~~par value of $0.0001.

48On May 20, 2022, the Company issued 100,000 shares of common stock, valued at $21,000, in connection with a Securities Purchase Agreement.

14On September 22, 2022, the Company approved the authorization of a 1 for 300 reverse stock split of the Company’s outstanding shares of common stock. The reverse split was effective on September 30, 2022, and the financial statements have been retroactively adjusted ~~INCOME~~to ~~TAXES~~take this into account for all periods presented. The Company issued 9,161 common shares due to rounding in connection with the reverse stock split.

On September 29, 2022, the Company filed a Certificate of Amendment with the Florida Secretary of State to decrease the number of authorized common shares from 15,000,000,000 to 5,000,000,000 with a par value of $0.0001.

On October 7, 2022, the Company issued 1,000,000 shares of common stock, valued at $14,100, in connection with a Promissory Note.

On November 15, 2022, the Company filed a Certificate of Amendment with the Florida Secretary of State to increase the number of authorized common shares from 5,000,000,000 to 20,000,000,000 with a par value of $0.0001.

During the year ended December 31, 2022, 3,577,833 shares of common stock were purchased for $25,105 pursuant to an Equity Purchase Agreement.

During the year ended December 31, 2022, warrant holders exercised the warrants and the Company issued 16,450,296 shares of common stock through a cashless exercise of the warrants in accordance with the conversion terms.

During the year ended December 31, 2022, the holders of convertible notes converted a total of $987,186 of principal and interest into 58,284,179 shares of common stock in accordance with the conversion terms. The issuances resulted in a loss on conversion of $807,032 and settled $680,826 worth of derivative liabilities which was recorded to additional paid in capital.

As of December 31, 2022, 20,000,000,000 common shares, par value $0.0001, were authorized, of which 207,723,162 shares were issued and outstanding.

17. INCOME TAXES

Deferred income taxes are determined using the liability method for the temporary differences between the financial reporting basis and income tax basis of the Company’s assets and liabilities. Deferred income taxes are measured based on the tax rates expected to be in effect when the temporary differences are included in the Company’s tax return. Deferred tax assets and liabilities are recognized based on anticipated future tax consequences attributable to differences between financial statement carrying amounts of assets and liabilities and their respective tax bases.

The deferred tax asset and the valuation allowance consist of the following at December 31, ~~2021~~2022:

Schedule of Deferred tax Assets

	December 31, 2021
	December 31, 2022
Net tax loss carry-forwards	$	13,~~599~~467,~~332~~769
Statutory rate		21	%
Expected tax recovery		~~335~~728,~~860~~231
Change in valuation allowance		(~~335~~728,~~860~~231	)
Income tax provision	$	—
Components of deferred tax asset:
Non capital tax loss carry-forwards	$	~~335~~728,~~860~~231
Less: valuation allowance		(~~335~~728,~~860~~231	)
Net deferred tax asset	$	—

As of the date of this filing, the Company is not current in filing their tax returns. The last return filed by the Company was December 31, 2017, and the Company has not accrued any potential penalties or interest from that period forward. The Company will need to file returns for the year ending December 31, 2018, 2019, 2020 and 2021 which are still open for examination.

1518. COMMITMENTS AND CONTINGENCIES

Distribution and Licensing Agreements

On November 1, 2021, the Company entered into a Distribution Agreement with South Pacific Traders Oy for the exclusive right to distribute the company’s products in the European Community and the United Kingdom. The term of the agreement is for a period of five years.

On November 1, 2021, the Company entered into an IP Purchase and License Agreement with Maguire & Associates LLC to provide for ~~the~~ the marketing of products and services into the European Community based on the inventions of the IP/License Rights to develop and commercialize for the sole benefit BrewBilt Brewing. The agreement is for a period of five years. Pursuant to the agreement, the Company ~~will~~has ~~issue~~ issued 18,622 Series A shares valued at $5,000,000.

Employee and Director Agreements

On January 1, 2021, the Company dismissed Richard Hylen as CEO, and appointed him as the Chairman and Secretary of the company, and the President of Satel Group Inc., a wholly owned subsidiary of the company, and pursuant with the Employment Agreement and Director Agreement dated January 1, 2021. These Agreements replaced all previous agreements. Mr. Hylen will receive an annual salary of $200,000 to be paid in equal monthly installments. Amounts unpaid will accrue annual interest of 6% and may be converted to Convertible Preferred Series A stock of the company in value of $268.50 per share and under the conversion guidelines of the Certificate of designation for Convertible Preferred Series A stock. Pursuant to the agreement, the company issued 500 Preferred Series B shares. Said shares are control shares and have voting rights only. As Director the undersigned is hereby granted $25,000 of Convertible Preferred Series A shares of the company. On January 20, 2021, the Company issued 93 shares, valued at $25,000.

On January 1, 2021, the Company appointed Jef Lewis as a Director and the Chief Executive Officer, President and Treasurer of the company and pursuant with the Employment Agreement and Director Agreement dated January 1, 2021. These Agreements will replace all previous agreements. The employee will receive an annual salary of $200,000 to be paid in equal monthly installments. Amounts unpaid will accrue annual interest of 6% and may be converted to Convertible Preferred Series A stock of the company in value of $268.50 per share and under the conversion guidelines of the Certificate of designation for Convertible Preferred Series A stock. Pursuant to the agreement, the company issued 500 Preferred Series B shares on January 20, 2021. Said shares are control shares and have voting rights only. As Director the undersigned is hereby granted $25,000 of Convertible Preferred Series A shares. On January 20, 2021, the Company issued 93 shares of Convertible Series A stock valued at $25,000.

On January 1, 2021, the Company appointed Samuel Berry as a Director and the Chief Operations Officer of the company and pursuant with the Employment Agreement and Director Agreement dated January 1, 2021. These Agreements will replace all previous agreements. The employee will receive an annual salary of $100,000 to be paid in equal monthly installments. Amounts unpaid will accrue annual interest of 6% and may be converted to Convertible Preferred Series A stock of the company in value of $268.50 per share and under the conversion guidelines of the Certificate of designation for Convertible Preferred Series A stock. The company issued to the employee $50,000 of Preferred Series A shares at a value of $268.50 per share. As Director the undersigned is hereby granted $25,000 of Preferred Series A shares of the company, pursuant with the Certificate of Designation for conversion rights of said shares. On January 20, 2021, the Company issued 279 shares of Convertible Preferred Series A shares, pursuant to these agreements.

On March 1, 2021, the Company appointed Bennett Buchanan as a Director and of the company and pursuant with the Employment Agreement and Director Agreement dated March 3, 2021. Pursuant to the Employment Agreement, Mr. Buchanan will be employed on at-will basis and receive an annual salary of $100,000 payable in monthly installments, with unpaid amounts accruing interest at the rate of 6% per annum. Unpaid salary may be converted by Mr. Buchanan into shares of Convertible Series A Preferred Stock of the Company. On March 4, 2021, the Company issued 93 shares of Convertible Series A Preferred Stock, valued at $25,000, pursuant to the Employment Agreement.

On April 1, 2021, the company renewed an Employee Agreement with Mike Schatz. The employee will receive an annual salary of $125,000 to be paid in equal monthly installments. Any unpaid amounts will accrue annual interest of 6% and may be converted to common stock of the company at fair market value on the date of conversion.

Lease

Legal Matters

As of the date of this filing, the Company knows of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer, or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

16. SUBSEQUENT EVENTS

Director Agreements

On January 1, 2022, the Company entered into a new Directors Agreement with Jef Lewis for a term of one year. In exchange for serving in in this capacity, the Company will issue 186 shares of Convertible Preferred Series A stock at a price of $268.50 per share. The ~~shares~~ shares are restricted and cannot be sold or otherwise transferred by the undersigned except as provided by law, and in no event, prior to the maturity date of six (6) months.

On January 1, 2022, the Company entered into a new Directors Agreement with Sam Berry for a term of one year. In exchange for serving in in this capacity, the Company will issue 186 shares of Convertible Preferred Series A stock at a price of $268.50 per share. The ~~shares~~ shares are restricted and cannot be sold or otherwise transferred by the undersigned except as provided by law, and in no event, prior to the maturity date of six (6) months.

On January 1, 2022, the Company entered into a new Directors Agreement with Bennett Buchanan for a term of one year. In exchange for ~~serving~~ serving in this capacity, the Company will issue 186 shares of Convertible Preferred Series A stock at a price of $268.50 per share. The shares are restricted and cannot be sold or otherwise transferred by the undersigned except as provided by law, and in no event, prior to the maturity date of six (6) months.

On January 1, 2022, the Company entered into a new Directors Agreement with Richard Hylen for a term of one year. In exchange for serving in this capacity, the Company will issue 186 shares of Convertible Preferred Series A stock at a price of $268.50 per share. The ~~shares~~ shares are restricted and cannot be sold or otherwise transferred by the undersigned except as provided by law, and in no event, prior to the maturity date of six (6) months.

~~Convertible Notes and Agreements~~Lease

On ~~January~~August 101, ~~2022~~2021, the ~~Company~~company entered ininto a ~~Convertible~~commercial ~~Promissory~~lease ~~Note~~for ~~with~~approximately ~~Fourth~~6,547 ~~Man~~square ~~LLC~~feet of space, located in the ~~amount~~Wolf ofCreek ~~$140~~Industrial Building at 110 Spring Hill Dr,~~000~~ Grass Valley, CA 95945. The ~~note is~~lease ~~unsecured,~~has ~~bears~~a ~~interest~~term atof ~~10%~~five ~~per~~years, ~~annum~~from August 1, ~~and~~2021 ~~matures~~through onJuly ~~January~~31, 102026, with ~~2023~~a monthly rent of $4,000.

On ~~January~~August 1126, 2022, the ~~Company~~company entered ininto a ~~Convertible~~commercial ~~Promissory~~lease ~~Note~~ with ~~Sixth~~4-Corners ~~Street~~LLC ~~Lending~~to ~~LLC~~establish a Tap Room as part of its brewery revenue. The space is located at 300 Spring St, inNevada City, NV 95959, and the ~~amount~~lease has a term of ~~$53~~five years,~~750.~~ from September 1, 2022 through August 31, 2027. The ~~note~~rent is ~~unsecured~~$3,000 ~~bears~~per ~~interest~~month atfrom ~~10%~~September ~~per~~1, ~~annum~~2022 through December 31, ~~and~~2022, ~~matures~~$3,500 onper month from January 111, 2023 through August 31, 2023, $3,800 per month from September 1, 2023 through August 31, 2024, $4,400 per month from September 1, 2024 through August 31, 2025, $4,700 per month from September 1, 2025 through August 31, 2026, and $4,914 per month from September 1, 2026 through August 31, 2027.

On January 27, 2022, the Company entered in a Convertible Promissory Note with Mast Hill Fund, L.P. in the amount of $279,000 to pay off two notes with Power Up Lending Group Ltd. The note is unsecured, bears interest at 12% per annum, and matures on January 27, 2023.54

~~On February 10, 2022, the Company entered in a Convertible Promissory Note with Sixth Street Lending LLC, in the amount of $48,750~~19. ~~The~~SUBSEQUENT ~~note is unsecured, bears interest at 10% per annum, and matures on February 10, 2023.~~EVENTS

OnOfficer ~~March 3, 2022, the Company entered in a Convertible Promissory Note with Mast Hill Fund, L.P., in the amount of $63,000. The note is unsecured, bears interest at 12% per annum,~~ and ~~matures~~Director ~~on March 3, 2023.~~Agreements

On ~~March~~January 31, ~~2022~~2023, the Company and Jef Lewis entered ininto a ~~Convertible~~new ~~Promissory~~Employee ~~Note~~Agreement ~~with~~that ~~Mammoth~~includes ~~Corporation~~the issuance of $150,000 inPreferred ~~the~~Series A ~~amount~~shares, and an annual salary of $27250,~~500~~000. ~~The~~Unpaid ~~note is~~wages ~~unsecured,~~will ~~bears~~accrue interest at 06% per annum, and ~~matures~~may onbe ~~December~~converted 3,to ~~2023~~Preferred Series A stock of the company at equal value and under the conversion guidelines of the Certificate of designation for Preferred Series A stock.

On January 1, 2023, the Company and Bennett Buchanan entered into a new Employee Agreement that includes the issuance of $150,000 Preferred Series A shares, and an annual salary of $250,000. Unpaid wages will accrue interest at 6% per annum and may be converted to Preferred Series A stock of the company at equal value and under the conversion guidelines of the Certificate of designation for Preferred Series A stock.

On January 1, 2023, the Company entered into a Directors Agreement with Jef Lewis for a term of one year. In exchange for serving in this capacity, the Company will issue $150,000 of Convertible Preferred Series A stock at a price of $268.50 per share.

On January 1, 2023, the Company entered into a Directors Agreement with Richard Hylen for a term of one year. In exchange for serving in this capacity, the Company will issue $50,000 of Convertible Preferred Series A stock at a price of $268.50 per share.

On January 1, 2023, the Company entered into a Directors Agreement with Sam Berry for a term of one year. In exchange for serving in this capacity, the Company will issue $150,000 of Convertible Preferred Series A stock at a price of $268.50 per share.

On January 1, 2023, the Company entered into a Directors Agreement with Bennett Buchanan for a term of one year. In exchange for serving in this capacity, the Company will issue $150,000 of Convertible Preferred Series A stock at a price of $268.50 per share.

Keg Lease Agreement

On February 22, 2023, the Company entered into a Lease Agreement with American Keg Company to lease 132 kegs. The agreement is for a period of 36 months, with a monthly payment of $592. At the end of the lease the Company will own the kegs with a $1 per key buyout.

Notes Payable & Warrants

On January 10, 2023, the Company entered into a Promissory Note with 1800 Diagonal Lending LLC, in the amount of $61,600. The note bears interest of 10% (increases to 22% per annum upon an event of default), which is guaranteed and earned in full as of the issue date. The note matures on January 10, 2024. The principal amount and the guaranteed interest is due and payable in ten equal monthly payments of $6,899.20, commencing on March 1, 2023 and continuing on the 1^stday of each month thereafter.

Subsequent Stock Filings and Issuances

On January 149, ~~2022~~2023, the ~~Company~~holder ~~filed~~of a ~~Certificate~~convertible ofnote ~~Amendment~~converted ~~with~~a ~~the~~total ~~Florida Secretary~~ of ~~State~~$33,005 ~~to increase the number~~ of ~~authorized common~~principal, ~~shares~~interest, ~~from~~and ~~2,000,000,000~~fees tointo 59,~~000~~430,000~~,000~~ ~~with~~shares of aour ~~par~~common ~~value of $0~~stock.~~0001.~~

On January 312, ~~2022~~2023, the holder of a convertible note converted a total of $5231,~~500~~750 of principal and fees into 109,~~500~~071,~~000~~428 shares of our common stock.

~~On January 4, 2022, the holder of a convertible note converted a total of $40,079 of principal, interest, and fees into 9,192,541 shares of our common stock.~~55

51On January 12, 2023, 150 shares of Convertible Preferred Series A stock was converted into 201,375,000 shares of common stock.

On January 413, ~~2022~~2023, 6617,078,560 shares of ~~Convertible~~common ~~Preferred~~stock ~~Series~~were Apurchased ~~stock~~for ~~was~~$13,226 ~~converted~~pursuant in to ~~10,740,000~~an ~~shares~~Equity ofPurchase ~~common stock~~Agreement.

On January 1317, ~~2022~~2023, ~~the~~113 ~~holder~~shares of aConvertible ~~convertible~~Preferred ~~note~~Series ~~converted~~A astock ~~total~~was ofconverted ~~$23,100 of principal~~ into 1115,~~000~~170,~~000~~250 shares of ~~our~~ common stock.

On January 1319, ~~2022~~2023, ~~the~~80 ~~holder~~shares of aConvertible ~~convertible~~Preferred ~~note~~Series ~~converted~~A astock ~~total~~was ofconverted ~~$36,000 of principal~~ into 1216,~~000~~523,~~000~~076 shares of ~~our~~ common stock.

On January 1420, ~~2022~~2023, the holder of a convertible note converted a total of $2226,~~000~~814 of principal, interest, and fees into 1117,~~000~~875,~~000~~900 shares of our common stock.

On January 2024, ~~2022~~2023, 5283 shares of Convertible Preferred Series A stock was converted ininto ~~to 6~~20,~~981~~259,~~000~~546 shares of common stock.

On January 2124, ~~2022~~2023, ~~the~~32 ~~holder~~shares of aConvertible ~~convertible~~Preferred ~~note~~Series ~~converted~~A astock ~~total~~was ofconverted ~~$40,500 of principal~~ into 136,~~500~~609,~~000~~230 shares of ~~our~~ common stock.

On January 2426, ~~2022~~2023, athe ~~warrant~~ holder ~~exercised~~of ~~the~~a ~~warrants~~convertible ~~and~~note ~~the~~converted ~~Company~~a ~~issued~~total ~~917~~of $27,~~764~~750 ~~shares~~ of ~~common~~principal, ~~stock~~interest, ~~through~~and afees ~~cashless exercise~~into 25,227,272 shares of ~~the~~our ~~warrants~~common ~~in accordance with the conversion terms~~stock.

On January 3130, ~~2022~~2023, athe ~~warrant~~ holder ~~exercised~~of ~~the~~a ~~warrants~~convertible ~~and~~note ~~the~~converted ~~Company~~a ~~issued~~total 9of $16,~~711,786~~443 ~~shares~~ of ~~common~~principal, ~~stock~~interest, ~~through~~and afees ~~cashless exercise~~into 17,400,000 shares of ~~the~~our ~~warrants~~common ~~in accordance with the conversion terms~~stock.

On ~~February~~January 130, ~~2022~~2023, ~~the~~83 ~~holder~~shares of aConvertible ~~convertible~~Preferred ~~note~~Series ~~converted~~A astock ~~total~~was ofconverted ~~$21,300 of principal~~ into 1220,~~529~~259,~~412~~546 shares of ~~our~~ common stock.

On ~~February~~January 331, ~~2022~~2023, ~~the~~1,000 ~~holder~~shares of aConvertible ~~convertible~~Preferred ~~note~~Series ~~converted~~A astock ~~total~~was ofconverted ~~$16,288 of principal and interest~~ into 9895,~~580~~000,~~882~~000 shares of ~~our~~ common stock.

On February 81, ~~2022~~2023, 63the ~~shares~~Company filed a Certificate of ~~Convertible~~Amendment ~~Preferred~~with ~~Series~~the AFlorida ~~stock~~Secretary ~~was~~of ~~converted~~State into increase the number of authorized common shares from 20,000,000,000 to 1130,~~276~~000,~~667~~000,000 ~~shares~~with ofa ~~common~~par ~~stock~~value of $0.0001.

On February 142, ~~2022~~2023, the holder of a convertible note converted a total of $2719,~~000~~656 of principal, interest, and fees into 1620,~~875~~800,000 shares of our common stock.

On February 142, ~~2022~~2023, ~~the~~150 ~~holder~~shares of aConvertible ~~convertible~~Preferred ~~note~~Series ~~converted~~A astock ~~total~~was ofconverted ~~$28,350 of principal and interest~~ into 1750,~~718~~343,750 shares of ~~our~~ common stock.

On February 253, ~~2022~~2023, ~~the~~51,217,581 ~~holder~~shares of acommon ~~convertible~~stock ~~note~~were ~~converted~~purchased afor ~~total of~~ $2310,~~000~~978 ofpursuant ~~principal~~to ~~into~~an ~~17,692,308~~Equity ~~shares~~Purchase ~~of our common stock~~Agreement.

On ~~March~~February 13, ~~2022~~2023, ~~the~~81 ~~holder~~shares of aConvertible ~~convertible~~Preferred ~~note~~Series ~~converted~~A astock ~~total~~was ofconverted ~~$21,200 of principal~~ into 1719,~~666~~771,~~667~~363 shares of common stock.

On ~~March~~February 48, ~~2022~~2023, ~~the~~123 ~~Company issued 93~~ shares of Convertible Preferred Series A stock ~~pursuant~~was toconverted ainto ~~service~~55,042,500 ~~agreement~~shares of common stock.

On ~~March~~February 78, ~~2022~~2023, ~~the~~135 ~~holder~~shares of aConvertible ~~convertible~~Preferred ~~note~~Series ~~converted~~A astock ~~total~~was ofconverted ~~$19,500 of principal~~ into 1760,~~727~~412,~~273~~500 shares of common stock.

~~On March 8, the Company issued 18,622 shares of Convertible Preferred Series A stock pursuant to a licensing agreement.~~56

On ~~March~~February 810, ~~2022~~2023, 7893 shares of Convertible Preferred Series A stock was converted ininto ~~to 20~~86,~~943~~105,~~000~~172 shares of common stock.

52On February 13, 2023, 123 shares of Convertible Preferred Series A stock was converted into 55,042,500 shares of common stock.

On ~~March~~February 1113, ~~2022~~2023, ~~the~~90 ~~holder~~shares of aConvertible ~~convertible~~Preferred ~~note~~Series ~~converted~~A astock ~~total~~was ofconverted ~~$15,050 of principal and $950 of interest~~ into 2069,~~000~~042,~~000~~ 857 shares of common stock.

On ~~March~~February 1615, ~~2022~~2023, ~~the holder of~~ a ~~convertible~~warrant ~~note~~holder ~~converted~~exercised athe ~~total~~warrants ofand ~~$2,988~~the ofCompany ~~interest~~issued ~~into 4~~73,~~458~~800,~~955~~000 shares of common stock through a cashless exercise of the warrants in accordance with the conversion terms.

On ~~March~~February 17, ~~2022~~2023, ~~the~~33 ~~holder~~shares of aConvertible ~~convertible~~Preferred ~~note~~Series ~~converted~~A astock ~~total~~was ofconverted ~~$13,400 of principal~~ into 2035,~~937~~442,~~500~~000 shares of common stock.

On ~~March~~February 17, ~~2022~~2023, 7847 shares of Convertible Preferred Series A stock was converted ininto ~~to 20~~50,~~943~~478,000 shares of common stock.

On ~~March~~February 2117, ~~2022~~2023, ~~the~~61 ~~holder~~shares of aConvertible ~~convertible~~Preferred ~~note~~Series ~~converted~~A astock ~~total~~was ofconverted ~~$13,400 of principal~~ into 20163,~~937~~785,~~500~~000 shares of common stock.

On ~~March~~February 2217, ~~2022~~2023, ~~the~~689 ~~holder~~shares of aConvertible ~~convertible~~Preferred ~~note~~Series ~~converted~~A astock ~~total~~was ofconverted ~~$13,400 of principal~~ into 201,~~937~~849,~~500~~965,000 shares of common stock.

On ~~March~~February 23, ~~2022~~2023, 60the ~~shares~~holder of ~~Convertible~~a ~~Preferred~~convertible ~~Series~~note Aconverted ~~stock~~a ~~was~~total ~~converted~~of in$27,675 toof 26principal,~~850~~ interest, and fees into 102,500,000 shares of our common stock.

On ~~March~~February 24, ~~2022~~2023, the holder of a convertible note converted a total of $327,~~550~~388 of ~~principal~~interest and ~~$2,188~~fees ~~of interest~~ into 8109,~~964~~550,~~844~~ 642 shares of our common stock.

On February 27, 2023, the Company filed a Certificate of Amendment with the Florida Secretary of State to increase the number of authorized common shares from 30,000,000,000 to 100,000,000,000 with a par value of $0.0001.

Filing Compare · BrewBilt Brewing Co