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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, ~~2022~~2023

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) 802-0036 (Registrant’s Telephone Number)
	(530) 206-0420 (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. ~~[ ]{~~o

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, ~~2022~~2023, 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 $~~613~~470,~~923~~059, based upon the closing price on that date of the Common Stock of the registrant of $0.~~1502~~0001 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 April 285, ~~2023~~2024 there were 69,~~507~~469,~~651~~083,427 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	41
Item 1A	Risk Factors	83
Item 1B	Unresolved Staff Comments	83
Item 2	Properties	9
Item 1C	Cybersecurity	3
Item 3	Legal Proceedings	9
Item 2	Properties	3
Item 4	Mine Safety Disclosures	9
Item 3	Legal Proceedings	3
Item 4	Mine Safety Disclosures	4
	PART II
Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities	94
Item 6	Selected Financial Data	135
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	136
Item 7A	Quantitative and Qualitative Disclosures About Market Risk	168
Item 8	Financial Statements and Supplementary Data	179
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	5847
Item 9A	Controls and Procedures	5847
Item 9B	Other Information	5948
	PART III
Item 10	Directors, Executive Officers, and Corporate Governance	6048
Item 11	Executive Compensation	6150
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	6453
Item 13	Certain Relationships and Related Transactions, and Director Independence	6454
Item 14	Principal Accounting Fees and Services	6658
	PART IV
Item 15	Exhibits, Financial Statement Schedules	6859
	Signatures	6960

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

Company Overview

BrewBilt Brewing is a licensed commercial craft brewer in Northern California. The ~~company~~Company began building its first processing brewery in 2021 and started delivering its craft beers in July of 2022. Inspired by European brewing tradition and American craft innovation, BrewBilt Brewing produces satisfying beers using small-batch California malt for a better-quality beer. Our facility and experienced staff ferment 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.

(GRAPHIC)

1. BrewBilt Brewing isproduction ~~devoted~~facility toin ~~the~~Grass ~~modern execution of traditional styles utilizing hand-crafted~~Valley, industry-leading equipment combined with an artful approach and a passion for quality. A focus on regionally sourced local malt, premium hops, and pristine water gives us a dynamic palette for distinctly satisfying beers. Inspired by European brewing tradition and American craft innovation, we aim to create beers that reflect a sense of place and our shared brewing philosophy for your ultimate drinking pleasure. BrewBilt has strong relationships with suppliers of raw materials, equipment, and services globally, in addition an aggressive referral network of satisfied customers nationwide. An Advisory Board consisting of successful business leaders that provide valuable product feedback and business expertise to management.CA

~~Our~~In ~~Market~~December ~~Opportunity~~2023, the Company opened the BrewBilt BrewHaus taproom and restaurant in Nevada City, CA. The establishment seats 140 people and serves lunch and dinner six days a week, plus brunch on Sundays, along with the full lineup of BrewBilt beers and guest wines, ciders, kombuchas, and non-alcoholic beverages.

~~The~~Inspired ~~beer~~by ~~market~~European inbrewing ~~the~~tradition ~~United~~and ~~States~~American ~~grew~~craft toinnovation, ~~109~~BrewBilt ~~billion~~Brewing ~~U.S.~~produces ~~dollars~~distinctly insatisfying ~~revenue~~beers inusing ~~2021 after declining in 2019 due to the outbreak of the COVID~~small-19batch California ~~pandemic~~malt. ~~The~~In ~~market~~addition ~~will not surpass pre-pandemic levels until 2023 and is expected~~ to ~~be valued at 146 billion dollars by 2025. This statistic shows~~ the ~~trend~~flavor inbenefits ~~retail dollar value~~ of ~~craft~~this ~~beer~~superior ~~sales in the United States from 2011 to 2021~~product, ~~where~~BrewBilt’s ~~retail sales~~intentional ofmaterial ~~craft~~sourcing ~~beer increased in 2021 after 2020 saw a large reduction in sales due to~~ reduces the ~~corona-virus~~Company’s ~~pandemic.~~carbon ~~Dollar~~footprint ~~sales~~and ofsustains ~~craft beer~~local ~~amounted to 26~~agriculture.9 ~~billion~~Our ~~U.S.~~facility ~~dollars in 2021~~ and ~~the~~experienced ~~production~~staff ~~volume~~ferment ofour ~~craft~~lagers ~~beer~~ in ~~the United States from 2010 to 2021, by~~stacked ~~type~~horizontal oflagering ~~brewery.~~tanks Inand ~~2021,~~give ~~regional~~them ~~craft~~plenty ~~breweries produced approximately 16 million barrels~~ of ~~craft~~cold ~~beer,~~aging ~~allowing~~time ~~sales volume of craft beer in the United States~~ to ~~grow~~achieve byoptimal ~~7.9~~taste ~~percent~~and ~~in 2021~~clarity. ~~Craft~~Our ~~beer~~packaging ~~production~~process ~~increased~~utilizes a ~~from~~counter-pressure ~~9.1~~Codi ~~million~~canning ~~barrels~~line ~~in 2009~~ to ~~24.8 million~~ensure ~~in 2021, and~~ the ~~craft~~lowest ~~beer~~possible ~~volume~~level ~~share~~ of ~~beer~~packaged ~~production~~oxygen, inmaximizing ~~the~~product ~~United~~stability ~~States~~and ~~from 2013 to 2021. In 2021, the craft brewer~~continuity ~~volume~~over ~~share~~its ~~of total beer production in the United States amounted to 13~~shelf-life.~~1 percent.~~

(GRAPHIC)

42. BrewBilt BrewHaus. Credit: Gold Country Photos

~~California~~BrewBilt Brewing ~~had~~is ~~the~~devoted ~~largest~~to ~~output~~the ~~for~~modern ~~the~~execution ~~craft~~of ~~beer~~traditional ~~industry~~styles inutilizing ~~2021~~hand-crafted, ~~offering~~industry-leading ~~$10.7~~equipment ~~billion~~combined inwith ~~total~~an artful ~~impact.~~approach ~~Pennsylvania~~and ~~finished in second during the year, with~~ a ~~$6.1~~passion ~~billion~~for ~~impact~~quality. ~~They~~A ~~were~~focus ~~followed~~on byregionally ~~Texas~~sourced ~~($5.9~~local ~~billion)~~malt, ~~New~~premium ~~York ($5.4 billion)~~hops, and ~~Florida~~pristine ~~($4.2~~water ~~billion).~~gives ~~The~~us ~~overall beer market in the United States has~~ a ~~value~~dynamic palette offor ~~$103.5~~distinctly ~~billion.~~satisfying ~~Although the craft beer segment has a 12~~beers.3% ~~share of the total beer volume in the country, it represents 23.6% of the total dollar sales that were achieved in 2021.~~

~~Adults~~BrewBilt inhas ~~the~~strong ~~United~~relationships ~~States~~with ~~consume~~suppliers ~~an average~~ of ~~19.8~~raw ~~gallons of beer each year~~materials, according to the National Beer Wholesalers Association. About 36% of registered breweries in the United States are listed as a brewpub. That 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 1equipment,~~000~~ ~~barrels~~and ofservices ~~beer each year. 95% of the breweries which are operating in the United States today produced less than 15~~globally,~~000~~ ~~barrels~~as ofwell ~~beer each year. That classifies the operation~~ as aan ~~microbrewery~~aggressive ifreferral ~~75% or more of the beer the company produces is sold off-site. About 40% of the sales that~~network ~~occur each year for the craft beer industry happen during the months~~ of ~~June,~~satisfied ~~July, or August~~customers. ~~Almost~~An ~~90%~~Advisory ofBoard ~~adults~~consisting ~~over the age~~ of ~~21 in~~successful ~~the~~business ~~United~~leaders ~~States~~provides ~~live~~valuable ~~within~~product 10feedback ~~miles~~and ofbusiness ~~at least one brewery. Most of these operations qualify as a craft beer producer. There are~~expertise ~~more~~to ~~than 950 different craft breweries operating in California right now, making it the largest source of products for the industry today~~management.

~~BrewBilt~~After growing the Company’s self-distribution network to almost 300 customers in its first 18 months of sales, BrewBilt Brewing ~~Market~~signed with ~~Statistics:~~Mussetter Distributing in January 2024 to expand sales to ten counties in Northern California.

~~The company has developed over 200 customers since delivering its first craft beers in July of 2022. The customer retention rate is over 80%, with an average of 25 new customers per month.~~1

(GRAPHIC)

5Market Opportunity – National

~~The~~Overall ~~company~~U.S. ~~has~~beer ~~50%~~volume sales were down 3% in ~~retail~~2022, ~~customers~~while ~~and~~craft ~~50%~~brewer volume sales inremained ~~draft~~on ~~customers.~~par ~~The~~with ~~retail~~2021, ~~customers~~raising ~~include~~small ~~Albertson/Safeway~~and ~~Grocery Stores,~~independent ~~Grocery~~brewers’ ~~Outlet,~~share ~~and~~of ~~IGA~~the ~~owned/Operated~~U.S. ~~grocery~~beer ~~stores~~market by volume to 13.2%.

~~Albertson~~Retail ~~owns~~dollar ~~2,253~~sales ~~stores as~~ of ~~the~~craft ~~third~~increased ~~quarter~~5%, ofto ~~fiscal~~$28.4 ~~year~~billion, ~~2020~~ and ~~270,000~~now ~~employees~~account asfor 24.6% of ~~fiscal~~the ~~year~~$115 ~~2019~~billion U.S. beer market (previously $100 billion). The ~~company~~primary isreasons for the ~~second-largest supermarket chain in~~larger ~~North~~dollar ~~America~~sales ~~after Kroger. Albertsons~~increase ~~ranked~~were ~~53rd~~price inincreases and the ~~2018 Fortune~~continued ~~500 list~~shift ofback ~~the~~in ~~largest~~beer ~~United~~volume ~~States~~to ~~corporations~~bars byand ~~total~~restaurants ~~revenue~~from packaged sales.

~~Grocery~~As ~~Outlet~~a ~~Holding~~premium ~~Corp. is~~craft anbrewer ~~American discount~~targeting ~~closeout~~draft ~~retailer consisting~~sales ~~exclusively~~to ~~of supermarket locations that~~bars ~~offer~~and ~~deeply discounted~~restaurants, ~~overstocked,~~BrewBilt ~~and~~Brewing ~~closeout~~is ~~products~~well ~~from name~~poised ~~brand and private~~to ~~label suppliers. The company~~benefit ~~has~~from ~~stores~~recent trends in the ~~California,~~beer ~~Oregon,~~industry. ~~Washington,~~BrewBilt ~~Idaho,~~provides ~~Nevada,~~a ~~Pennsylvania,~~“super ~~and~~premium” ~~New~~product ~~Jersey.~~made ~~There~~with ~~are 448 Grocery~~the ~~Outlet retail~~highest ~~stores~~quality inlocal ~~the~~malt ~~United~~and ~~States~~no asadjunct ofingredients. As ~~March~~core ~~27,~~craft ~~2023.~~beer ~~The~~drinkers ~~state~~mature ~~with~~and ~~the~~purchase ~~greatest~~lower ~~number~~volumes of ~~Grocery~~higher ~~Outlet~~priced ~~locations in the US is California~~beers, ~~with~~ ~~259~~BrewBilt ~~retail stores, which~~ is ~~about~~perfectly ~~58%~~positioned ofto ~~all~~serve ~~Grocery~~that market ~~Outlet~~with ~~retail~~our ~~stores~~exceptionally incrafted ~~the~~lagers USand ales.

~~IGA,~~Market ~~Inc.,~~Opportunity is– an American chain of grocery stores that operates in more than 41 countries. Unlike the chain store business model, IGA operates as a 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.California

~~BrewBilt~~As ~~Brewing~~a ~~sales~~licensed ~~have~~brewer ~~increased~~in ~~each~~the ~~month~~largest onbeer ~~average~~market ofin ~~20%~~the ~~with~~country, BrewBilt has already demonstrated an ~~emphasis~~ability into ~~expanding~~differentiate ~~its~~from the competition based on uncompromising beer quality, superior customer ~~base~~service, toand ~~over~~a ~~500~~targeted ~~customers~~sales strategy executed by ~~third quarter~~a seasoned team with decades of ~~2023~~beer sales experience.

6The Company’s recent partnership with Mussetter Distributing has opened up thousands of potential new customers. While BrewBilt Brewing made exceptional headway in its first 18 months of self-distributing, a wholesaler partnership allows the Company to distribute its products to larger customers in a far wider geographic area including Solano, Yolo, Sacramento, El Dorado, Placer, Nevada, Yuba, Sierra, Butte, and Sutter Counties.

The company produces 4 core craft beers and a variety of seasonal craft beers. Through a strategic marketing and advertising campaign, the company has found success through social media outlets, direct sales and trade shows.2

Rank	State	Output
1.	California	$8.8 billion
2.	Pennsylvania	$5.1 billion
3.	Texas	$4.6 billion
4.	Florida	$4.1 billion
5.	New York	$3.9 billion

3. Economic Input - Top Five States (2021)

Employees

As of the date of this filing, BrewBilt Brewing has 922 employees. Our suppliers include various consultants for new business development and 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.

8ITEM 1C. CYBERSECURITY

The Company utilizes SOC-certified platforms like Toast and QuickBooks to ensure our financial data and client information is protected. Protection is ensured through weekly oversight from the CEO and Accounting Supervisor and quarterly oversight from the Board of Directors.

ITEM 2. PROPERTIES

BrewBilt Brewing operates out of a 6,457 square foot commercial facility located in the Wolf Creek Industrial Building at 110 Spring Hill Dr, Grass Valley, CA 95945.

On August 26, 2022, the ~~company~~Company entered into a commercial lease with 4-Corners LLC to establish a ~~Tap~~taproom ~~Room~~ as part of its brewery revenue. BrewBilt BrewHaus taproom opened its doors to customers in December 2023. The space is located at 300 Spring St, Nevada City, NVCA 95959, and the lease has a term of five years, from September 1, 2022 through August 31, 2027.

The Company currently does not own any real property.

ITEM 3. LEGAL PROCEEDINGS

The Company was served a complaint in the County of Nevada, 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, it is not uncommon for named defendants in a civil matter to be listed, but never served the complaint, and eventually they are dismissed from the matter without further steps being taken by a plaintiff(s). California Rules of Court rule 3.110(b) states in relevant part that, “[t]he complaint must be served on all named defendants and proofs of service on those defendants must be filed with the court within 60 days of filing of the complaint.” The subject complaint was filed by plaintiff on February 7, 2023. Therefore, at this time it is speculative whether BrewBilt Brewing Co. has any threat of material litigation or pending material litigation. To the extent that one considers being a named defendant of a complaint as a threatened or pending matter, 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 our current opinion that there are no unasserted possible claims or assessments of such that are probable as it relates to BrewBilt 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

2022

2021

2023

2022

High

Low

High

Low

First Quarter

10.~~802~~0027

0.~~315~~0001

~~396~~1.~~198~~5020

130.~~507~~3303

Second Quarter

0.~~481~~0002

0.~~120~~0001

600.~~060~~3904

150.~~015~~1465

Third Quarter

0.~~330~~0002

0.~~016~~0001

360.~~010~~2402

20.~~958~~0250

Fourth Quarter

0.~~026~~0001

0.~~001~~0001

50.~~676~~0189

0.~~991~~0015

Record Holders

As of December 31, ~~2022~~2023, there were ~~207~~9,~~723~~469,~~162~~083,427 shares of the registrant’s $0.0001 par value common stock issued and outstanding, which were held by 3537 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

On October 45, ~~2022~~2023, ~~the~~164 ~~Company cancelled 3,259~~ shares of Convertible Preferred Series A stock inwere ~~exchange~~converted ~~for~~to 87440,~~504~~340,~~150~~000 common shares ~~that~~in ~~were issued~~accordance aswith ~~collateral~~the conversion ~~on a promissory note~~terms.

On October 716, ~~2022~~2023, the ~~Company~~holder ~~issued~~of 1a convertible note converted $3,420 of interest into 190,000,000 shares of common stock, ~~valued~~in ataccordance with ~~$14,100,~~the inconversion ~~connection~~terms. ~~with~~The issuances resulted in a ~~Promissory~~loss ~~Note~~on conversion of $15,200.

On October 1425, 2023, ~~the~~745 ~~Company~~shares ~~issued~~of ~~9,084~~Convertible ~~common~~Series A shares ~~due~~at $268.50 per share were issued to ~~rounding~~Peter and Kacie Callaham in connection with ~~the~~a ~~reverse~~promissory ~~stock split~~note.

On October 2125, ~~2022~~2023, ~~the~~745 ~~Company issued 1,118~~ shares of Convertible ~~Preferred~~Series ~~stock~~A inshares ~~connection~~at ~~with an agreement for marketing advisory services and platform fees for a period of one year in the amount of~~ $~~300,000~~268.50 ~~The~~per ~~stock~~share iswere ~~valued~~issued atto ~~$300,183,~~Richard and aCatherine ~~loss~~Beckley ofin ~~$183 was~~connection ~~reported~~with ona ~~the~~promissory ~~statement of operations~~note.

On ~~November~~October 2526, ~~2022~~2023, ~~3,325,741~~500 ~~shares~~Preferred ofSeries ~~common~~B ~~stock~~Control shares were ~~purchased~~transferred ~~for~~from ~~$7,418~~former ~~pursuant~~CEO Jef Lewis to annewly ~~Equity~~appointed ~~Purchase~~CEO ~~Agreement~~Bennett Buchanan.

~~During~~On ~~the three months ended~~ December 3115, ~~2022~~2023, ~~740~~745 shares of Convertible ~~Preferred~~ Series A ~~stock~~shares at $268.50 per share were ~~converted~~issued to ~~29,188,824~~Donna ~~common~~Murtaugh ~~shares~~ in ~~accordance~~connection with ~~the conversion terms. The issuances resulted in~~ a promissory ~~loss on conversion of $105,629~~note.

~~During~~Recent ~~the~~issuances ~~three months ended December 31, 2022, the holders~~ of ~~convertible~~unregistered ~~notes~~securities ~~converted~~subsequent ato ~~total~~our offiscal ~~$221,582~~year ofended ~~principal, interest, and fees into 53,019,434 shares~~ of ~~common~~December ~~stock in accordance with the conversion terms. The issuances resulted in a loss on conversion of $286~~31,~~138.~~ 2023

10On January 8, 2024, 1,614 shares of Convertible Preferred Series A stock at $268.50 per share were issued pursuant to a related party replacement promissory note.

~~During~~On ~~the~~January ~~three months ended December 31~~15, ~~2022~~2024, ~~warrant~~373 ~~holders~~shares ~~exercised~~of ~~the~~Convertible ~~warrants~~Preferred ~~and~~Series ~~the~~A ~~Company issued 16,174,864 shares of common~~ stock ~~through~~ aat ~~cashless~~$268.50 ~~exercise~~per ofshare ~~the~~were ~~warrants~~retired inpursuant ~~accordance~~to ~~with~~a ~~the~~related ~~conversion~~party ~~terms~~replacement promissory note.

~~Recent~~On ~~issuances~~January 19, 2024, 745 shares of ~~unregistered~~Convertible ~~securities~~Preferred ~~subsequent~~Series toA ~~our~~stock ~~fiscal~~at ~~year~~$268.50 ~~ended~~per ofshare ~~December~~were ~~31,~~issued ~~2022~~pursuant to a promissory note.

On ~~January~~February 914, ~~2023~~2024, ~~the~~1,490 ~~holder~~shares of aConvertible ~~convertible~~Preferred ~~note~~Series ~~converted~~A astock ~~total~~at of $~~33,005~~268.50 ofper ~~principal,~~share ~~interest,~~were ~~and~~issued ~~fees~~pursuant ~~into~~to ~~9,430,000~~a ~~shares of~~promissory ~~our common stock~~note.

On January 12, 2022, the holder of a convertible note converted a total of $31,750 of principal and fees into 9,071,428 shares of our common stock.

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

On January 13, 2023, 17,078,560 shares of common stock were purchased for $13,226 pursuant to an Equity Purchase 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.

Year Ended December 31, ~~2022~~2023 Compared with the Year Ended December 31, ~~2021~~2022

Revenues:

The Company’s revenues were $~~124~~503,~~684~~505 for the year ended December 31, ~~2022~~2023 compared to $43124,~~090~~684 for the year ended December 31, ~~2021~~2022. Revenues in ~~2022~~2023 comprised of $96429,~~750~~523 in beer ~~related~~ sales, $2773,~~650~~391 in ~~audio/visual~~taproom ~~component~~ sales and $~~284~~591 in merchandise sales. Of the $96429,~~750~~523 in beer sales, $~~1,062~~494 was from related parties. The company began selling beer in Q3 2022, so the increase in ~~revenue~~2023 is ~~from~~due ~~beer~~to ~~sales~~having ~~that~~a ~~started~~full year of revenues reported in 2023 versus six months in 2022. The opening of the ~~third~~taproom ~~quarter~~in December 2023 also contributed to an increase in ofrevenues ~~2022~~in 2023.

Cost of Sales:

The Company’s cost of sales was $~~175~~506,~~632~~768 for the year ended December 31, ~~2022~~2023, compared to $11175,~~415~~632 for the year ended December 31, ~~2021~~2022. Cost of sales in ~~2022~~2023 included raw materials, beer packaging, selling expenses, depreciation of the brewing equipment, ~~and~~direct ~~overhead~~labor expenses, overhead expenses and food and beverage costs for the taproom. ~~The~~Although ~~increase~~the istotal cost of sales are higher in 2023 due to ~~the~~a full ~~addition~~year of ~~beer~~brewery sales, the relative costs decreased due to an increase in beer production which ~~have~~has ~~higher~~resulted in volume discounts on packaging and materials. In addition, there are costs ~~associated~~that ~~with~~remain ~~the~~constant ~~production~~regardless of the ~~product~~amount of beer that is produced, such as rent, depreciation and direct labor.

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 years ended December 31, ~~2022~~2023 and December 31, ~~2021~~2022, were $32,~~010~~964,~~128~~310 and $63,~~930~~010,~~374~~128, respectively. ~~Although~~Salaries ~~there~~and ~~were~~wages ~~increases~~increased in ~~salaries~~2023 ~~and~~due ~~wages~~to inthe hiring ~~2022~~of new employees, however, there ~~was~~were asignificant ~~decrease~~decreases in ~~share~~advertising ~~based~~expenses, ~~compensation~~business ~~which~~licenses ~~was~~and ~~primarily~~consulting ~~attributable to the decrease in operating expenses~~fees.

Other Income (Expense):

Other income (expense) for the years ended December 31, ~~2022~~2023 and December 31, ~~2021~~2022 was $(515,~~249~~487,~~903~~714) and $~~404~~(5,~~811~~249,903), respectively. Other ~~income~~ income (expense) consisted of derivative valuation gains and losses, gains or losses on settlement and extinguishment of debt, conversion of 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 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~~losses on conversion of ~~debt~~preferred shares, convertible note default penalties and related party interest expenses.

Net Loss:

Net loss from continuing operations for the year ended December 31, ~~2022~~2023 was $818,~~310~~455,~~979~~287 compared to $68,~~493~~310,~~888~~979 for the year ended December 31, ~~2021~~2022. The increase in net loss can be explained by the increase in ~~operating~~derivative ~~and other~~ expenses ~~during the year ended December 31~~, ~~2022.~~ ~~Net~~losses ~~loss~~on ~~from~~conversion ~~discontinued~~of ~~operations~~debt ~~for~~and the ~~year ended December 31, 2022 was $233,700 compared to $365,104 for the year ended~~increase ~~December 31, 2021. The net loss was higher~~ in ~~2021~~interest ~~since the reporting period was for one year, whereas the net loss for 2022 is for a period of six months due to the sale of Satel which occurred on July 1, 2022~~expenses.

Impact of Inflation

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

Liquidity and Capital Resources

	December 31,			December 31,
	December 31, 2023			December 31, 2022
	2022			2021
Current Assets	$	208,070		$	92,581
Current Assets	$	92,581		$	527,665
Current Liabilities		17,419,790			5,867,700
Current Liabilities		5,867,700			4,364,451
Working Capital (Deficit)	$	(17,211,720	)	$	(5,775,119	)
Working Capital (Deficit)	$	(5,775,119	)	$	(3,836,786	)

The overall working capital (deficit) increased from $(35,~~836~~775,~~786)~~119 at December 31, ~~2021~~2022 to $(517,~~775~~211,~~119)~~720 at December 31, ~~2022~~2023 due to ~~the~~an ~~reclassing~~increase ~~of $450,000~~ in ~~related~~derivative ~~party~~liabilities, ~~deposits~~accrued toexpenses, ~~fixed~~notes ~~assets~~payable and anrelated ~~increase~~party ~~of derivative~~ liabilities~~, accrued liabilities and convertible debt~~.

	December 31,			December 31,
	2022			2021
	2023			2022
Cash Flows (used in) provided by Operating Activities		(~~871~~940,~~590~~548	)		(~~542~~871,~~469~~590	)
Cash Flows (used in) provided for Investing Activities		(735,679	)		(559,119	)
Cash Flows (used in) provided by Investing Activities		(459,607	)		(735,679	)
Cash Flows (used in) provided for Financing Activities		1,593,466			1,013,160
Cash Flows (used in) provided by Financing Activities		1,482,033			1,593,466
Net Increase (decrease) in Cash During Period		~~(13~~81,~~803~~878	)		(8813,~~428~~803	)

During the year ended December 31, ~~2022~~2023 cash (used in) ~~provided by~~ operating activities was $~~(871~~940,~~590)~~548 compared to $~~(542~~871,~~469)~~590 for the year ended December 31, ~~2021~~ 2022. The increase in the cash used in operating activities is primarily attributed to the ~~change in~~ fair value ofchange in derivative liabilities, penalties ~~amortization~~on ofnotes ~~debt~~payable ~~discounts,~~ and an increase in loss on ~~debt extinguishment~~conversions.

14During the year ended December 31, 2023 cash used in investing activities was $459,607 compared to $735,679 for the year ended December 31, 2022. The decrease in cash used in investing activities is due to brewing equipment delivered and put in to use in Q2 2022.

During the year ended December 31, ~~2022~~2023, cash ~~(used in)~~ provided for ~~investing~~financing activities was $~~(735~~1,~~679)~~482,033 compared to $~~(559~~1,~~119)~~593,466, for the year ~~ended~~ ~~December 31, 2021. In the year~~ ended December 31, 2022,. ~~the~~The ~~company~~decrease ~~recognized~~in ~~brewing~~cash ~~equipment~~provided ofby ~~$1,135,801,~~financing ~~other~~activity ~~property and~~primarily ~~equipment~~resulted offrom ~~$11,771,~~a ~~reclassified~~decrease ~~$450,000~~in ofproceeds ~~related~~from ~~party~~convertible ~~deposits,~~debt ~~recorded~~and an ~~$287,758~~increase ofin ~~related~~payments ~~party~~on ~~accounts~~notes ~~payable~~ and ~~incurred $325,865~~finance leases in ~~leasehold improvements~~2023.

~~During~~As ~~the~~of ~~year ended~~ December 31, ~~2022~~2023, the Company had a cash ~~(used~~balance ~~in)~~and ~~provided~~current ~~for~~asset ~~financing~~total ~~activities~~of ~~was~~$114,502 and $1208,~~593~~070 respectively,~~466~~ compared towith $132,~~013~~624 and $92,~~160~~581 of cash and current assets, ~~for~~respectively, ~~the~~as ~~year ended~~of December 31, ~~2021~~2022. The increase in ~~cash~~assets ~~used~~was bydue ~~financing~~to ~~activity~~funds ~~primarily~~received ~~resulted~~ from related anparty ~~increase~~promissory innotes ~~proceeds~~issued ~~from~~in ~~notes~~2023 ~~payable~~ and ~~promissory~~increases ~~notes~~in ~~during~~inventory ~~the~~and ~~year~~prepaid ~~ended December 31, 2022~~expenses.

As of December 31, ~~2022~~2023, the Company had atotal ~~cash balance and~~ current ~~asset~~liabilities ~~total~~ of $3217,~~624 and $92~~419,~~581~~790 ~~respectively,~~ compared with $465,~~427 and $527~~867,~~665~~700 ~~of cash and current assets, respectively,~~ as of December 31, ~~2021~~2022. The increase ~~decrease~~ in ~~assets~~current liabilities was ~~due~~primarily attributed to ~~the~~an ~~reclassification of~~increase ~~related~~in ~~party~~derivative ~~deposits~~liabilities, ~~for~~accrued ~~brewery~~expenses, ~~equipment~~notes ~~that~~payable ~~was delivered~~ and related ~~put~~party ~~into use in Q2 2022~~liabilities.

As of December 31, 2022, the Company had total current liabilities of $5,867,700 compared with $4,364,451 as of December 31, 2021. The increase in current liabilities was primarily attributed to an increase in derivative liabilities, accrued liabilities, notes payable and related party liabilities.7

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, ~~2022,~~2023 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, ~~2022~~2023 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.

168

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

BREWBILT BREWING COMPANY

CONSOLIDATED FINANCIAL STATEMENTS

Table of Contents

		Page
Report of Independent Registered Public Accounting Firm (PCAOB ID 2738)		1810
Consolidated Balance Sheets at December 31, 2022 and December 31, 2021		19
Consolidated Balance Sheets at December 31, 2023 and December 31, 2022		11
Consolidated Statements of Operations for the years ended December 31, 2022 and 2021		20
Consolidated Statements of Operations for the years ended December 31, 2023 and 2022		12
Consolidated Statements of Shareholders’ Deficit for the years ended December 31, 2022 and 2021		21
Consolidated Statements of Shareholders’ Deficit for the years ended December 31, 2023 and 2022		13
Consolidated Statements of Cash Flows for the years ended December 31, 2022 and 2021		22
Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022		14
Notes to the Consolidated Financial Statements		2315

179

(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, ~~2022~~2023 and ~~2021~~2022, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for each of ~~two~~the years in the two-year period ended December 31, ~~2022~~2023, 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, ~~2022~~2023 and ~~2021~~2022, 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, ~~2022~~2023, 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.

Critical Audit ~~Matter~~Matters

The critical 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.

Convertible Notes Payable

As discussed in Note 87, 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.

We evaluated management’s conclusions regarding their convertible notes payable by testing the assumptions used to account for the conversion features and testing the completeness and accuracy of the convertible note payable amounts.

/s/ M&K CPAS, PLLC We have served as the Company’s auditor since 2018. ~~Houston~~The Woodlands, Texas ~~May~~April 25, ~~2023~~2024

1910

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

	December 31,			December 31,
	2022			2021
	2023			2022
ASSETS
Current Assets
Cash	$	32114,~~624~~502		$	4632,~~427~~624
Accounts receivable		1720,~~247~~017			—17,247
Inventory, net		2651,~~434~~706			1126,~~576~~434
Prepaid expenses		111,~~500~~888			51,~~036~~500
Related party deposit		—			450,000
Other current assets		9,957			14,776
Other current assets		14,776			—
Total current assets		208,070			92,581
Current assets of discontinued operations		—			14,626
Property, plant and equipment, net		1,807,274			1,468,933
Total current assets		92,581			527,665
Finance lease assets		58,330			—
Property, plant and equipment, net		1,468,933			99,424
Finance lease assets - related party		41,836			51,088
Finance lease assets - related party		51,088			—
Operating right-of-use assets		287,970			357,150
Operating right-of-use assets		357,150			188,770
Security deposit		9,677			6,500
Security deposit		6,500			—
Total assets	$	2,413,157		$	1,976,252
Non-current assets of discontinued operations		—			31,977
Total assets	$	1,976,252		$	847,836
LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable	$	~~298~~372,~~642~~880		$	~~226~~298,~~134~~642
Accrued wages		1884,~~185,363~~852			~~864~~1,~~863~~185,363
Accrued expenses		61209,~~571~~616			361,~~611~~571
Accrued interest		~~330~~557,~~154~~361			~~240~~330,~~579~~154
Convertible notes payable in default		661,~~490~~793,583			4766,~~990~~490
Convertible notes payable, net of discount		~~925,440~~—			~~545~~925,~~887~~440
Current finance lease liabilities - related party		9,252			—
Current finance lease liabilities		19,551			—
Current operating lease liabilities		69,180			36,369
Current finance lease liabilities - related party		9,895			9,252
Derivative liabilities		2,398,176			1,598,253
Current operating lease liabilities		78,920			69,180
Loans payable, net of discount		145,322			14,500
Deferred revenue		6,270			—
Related party liabilities		378,110			57,858
Derivative liabilities		12,180,445			2,398,176
Current liabilities of discontinued operations		—			728,407
Loans payable, net of discount		588,294			145,322
Total Current liabilities		5,867,700			4,364,451
Related party liabilities, net of discount		718,123			378,110
Non-current finance lease liabilities - related party		41,836			—
Total Current liabilities		17,419,790			5,867,700
Non-current operating lease liabilities		287,970			152,401
Non-current finance lease liabilities		38,779			—
Non-current related party note payable		977,396			—
Non-current finance lease liabilities - related party		31,941			41,836
Non-current liabilities of discontinued operations		—			22,149
Non-current operating lease liabilities		209,050			287,970
Total liabilities		7,174,902			4,539,001
Non-current related party note payable, net of discount		1,492,396			977,396
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
Total liabilities		19,191,956			7,174,902
Convertible preferred stock payable		599,829			5,000,000
Series A convertible preferred stock: 10,100,000 shares authorized, par value $0.0001 (1)57,749 shares issued and outstanding at December 31, 202350,256 shares issued and outstanding at December 31, 2022		15,505,607			13,493,736
Convertible preferred stock payable		1,833,188			599,829
Convertible preferred stock receivable		(100,151	)		—
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		—			—
Series B preferred stock: 5,000 shares authorized, par value $0.00011,000 shares issued and outstanding at December 31, 20231,000 shares issued and outstanding at December 31, 2022		—			—
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
Common stock: 100,000,000,000 shares authorized, par value $0.0001 (1)9,469,083,427 shares issued and outstanding at December 31, 2023207,723,162 shares issued and outstanding at December 31, 2022		946,908			20,772
Additional paid in capital		1114,~~728~~532,~~527~~450			511,~~550~~728,~~295~~527
Accumulated deficit		(3149,~~041~~496,~~514~~801	)		(2231,~~496~~041,~~835~~514	)
Total stockholders’ deficit		(1934,~~292~~017,~~215~~443	)		(1619,~~946~~292,~~466~~215	)
Total liabilities and stockholders’ deficit	$	12,~~976~~413,~~252~~157		$	~~847~~1,~~836~~976,252

(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

2011

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

	Years ended
	December 31,
	2022			2021
	2023			2022
Sales	$	~~123~~503,~~622~~011		$	43123,~~090~~622
Sales - related party		~~1,062~~494			—1,062
Cost of sales		~~175~~506,~~632~~768			11175,~~415~~632
Gross profit (loss)		(503,~~948~~263	)		31(50,~~675~~948	)
Operating expenses:
Depreciation		2351,~~314~~750			923,~~695~~314
G&A expenses		1613,~~213,620~~043			51,~~360~~213,~~058~~620
Professional fees		5632,~~081~~957			6256,~~058~~081
Salaries and wages		12,~~717~~266,~~113~~560			1,~~498~~717,~~563~~113
Total operating expenses		32,~~010~~964,~~128~~310			63,~~930~~010,~~374~~128
Loss from operations		(32,~~061~~967,~~076~~573	)		(63,~~898~~061,~~699~~076	)
Other income (expense):
Interest income		863			—8
Debt forgiveness		~~9,940~~—			—9,940
Gain (loss) on extinguishment of debt		(875,042	)		—
Gain on settlement of debt		25,000			76,171
Gain (loss) on settlement of debt		76,171			—
Loss on cashless warrant exercise		(22,066	)		—
Loss on conversion of debt		(~~807~~42,~~032~~323	)		(~~513~~807,~~973~~032	)
Loss on conversion of debt of preferred shares		(1,177,553	)		(1,603,865	)
Loss on conversion of preferred shares		(30,530	)		(398,766	)
Derivative income (expense)		(557,424	)		3,646,815
Loss on conversion of preferred shares - related party		(1,501,362	)		(778,787	)
Interest expense		(1,918,971	)		(1,124,166	)
Loss on settlement of debt - related party		—			(875,042	)
Total other income (expense)		(5,249,903	)		404,811
Derivative income (expense)		(11,407,349	)		(557,424	)
Net profit (loss) before income taxes from continuing operations		(8,310,979	)		(6,493,888	)
Interest expense		(2,087,444	)		(1,748,452	)
Interest expense - related party		(421,703	)		(170,519	)
Total other income (expense)		(15,487,714	)		(5,249,903	)
Net loss before income taxes from continuing operations		(18,455,287	)		(8,310,979	)
Income tax expense		—			—
Net profit (loss) from continuing operations		(8,310,979	)		(6,493,888	)
Net loss from continuing operations		(18,455,287	)		(8,310,979	)
Discontinued operations (Note 3)
Loss from operation of discontinued operations		~~(233,700~~—	)		(~~365~~233,~~104~~700	)
Total profit (loss) from discontinued operations, net of tax		(233,700	)		(365,104	)
Total loss from discontinued operations, net of tax		—			(233,700	)
Net profit (loss)	$	(8,544,679	)	$	(6,858,992	)
Net loss	$	(18,455,287	)	$	(8,544,679	)
Deemed dividend from related party note payable		(2,100,313	)		—
Deemed dividend from note payable		(700,248	)		—
Net loss attributable to common shareholders	$	(21,255,848	)	$	(8,544,679	)
Per share information
Weighted average number of common shares outstanding, basic (1)		356,~~838~~992,~~546~~319,312			~~301~~35,~~091~~838,546
Net income (loss) per common share, basic, for continued operations	$	(0.2319	)	$	(21.5678	)
Net loss per common share, basic, for continued operations	$	(0.0030	)	$	(0.2319	)
Net income (loss) per common share, basic, for discontinued operations	$	(0.0065	)	$	(1.2126	)
Net loss per common share, basic, for discontinued operations	$	—		$	(0.0065	)
Net loss per common share, basic, attributable to common shareholders	$	(0.0030	)	$	(0.2384	)
Per share information
Weighted average number of common shares outstanding, diluted (1)		356,~~838~~992,~~546~~319,312			~~301~~35,~~091~~838,546
Net income (loss) per common share, diluted, for continued operations	$	(0.2319	)	$	(21.5678	)
Net loss per common share, diluted, for continued operations	$	(0.0030	)	$	(0.2319	)
Net income (loss) per common share, diluted, for discontinued operations	$	(0.0065	)	$	(1.2126	)
Net loss per common share, diluted, for discontinued operations	$	—		$	(0.0065	)
Net loss per common share, diluted, attributable to common shareholders	$	(0.0030	)	$	(0.2384	)

(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

2112

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

					(1)																		(1)
	Convertible Preferred Stock												Preferred Stock										Additional						Total
	Convertible Preferred Stock															Preferred Stock										Additional			Accumulated			Total
	Series A (1)						Shares			Shares			Series B						Common Stock (1)				Paid-In			Accumulated			Shareholders’
	Series A (1)						Series C						Shares			Series B					Common Stock (1)					Paid-In			Earnings			Shareholders’
	Shares			Amount			Receivable			Payable			Shares			Amount			Shares		Amount		Capital			Deficit			Equity (Deficit)
	Shares			Amount			Shares			Amount			Payable			Shares			Amount		Shares		Amount			Capital			(Deficit)			Equity (Deficit)
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	)
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	)
Preferred shares issued and cancelled in connection with sale and settlement of wholly owned subsidiary		2,406			646,011			—			—			(500	)		—			—		—		(77,601	)		—			(77,601	)
Conversion of debt to common stock		—			—			—			—			—			—			—		354,067		35			1,446,493			—			1,446,528
Deconsolidation of wholly owned subsidiary		—			—			—			—			—			—			—		—		350,636			—			350,636
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
Conversion of debt to common stock		—			—			—			—			—			—			58,284,179		5,828		1,788,390			—			1,794,218
Convertible preferred stock payable converted to preferred stock		2,809			754,249			—			—			(754,249	)		—			—		—		—			—			—			—
Common stock issued in connection with promissory note		—			—			—			—			—			—			1,000,000		100		14,000			—			14,100
Convertible preferred stock to be issued pursuant to agreement		—			—			—			—			5,000,000			—			—		—		—			—			—			—
Common stock issued pursuant to equity purchase agreement		—			—			—			—			—			—			3,577,833		358		24,747			—			25,105
Preferred stock issued for services		559			149,992			—			—			—			1,000			—		—		—			785,236			—			785,236
Common stock issued pursuant to securities purchase agreement		—			—			—			—			—			—			100,000		10		20,990			—			21,000
Common stock issued for services		—			—			—			—			—			—			—		778		—			87,500			—			87,500
Convertible preferred stock converted to common stock		(1,874	)		(503,169	)		—			—			—			—			40,061,283		4,006		897,870			—			901,876
Cashless warrant exercise		—			—			—			—			—			—			—		23,093		3			(3	)		—			—
Convertible preferred shares to be issued to settle accrued wages		—			—			—			400,065			—			—			—		—		(65	)		—			(65	)
Imputed interest		—			—			—			—			—			—			—		—		—			34,179			—			34,179
Convertible preferred shares to be issued pursuant to director agreements		—			—			—			199,764			—			—			—		—		236			—			236
Derivative settlements		—			—			—			—			—			—			—		—		—			3,218,753			—			3,218,753
Convertible preferred shares issued for services		1,211			325,154			—			—			—			—			—		—		29			—			29
Warrant discounts		—			—			—			—			—			—			—		—		—			266,333			—			266,333
Convertible preferred shares issued in connection with promissory note		400			107,400			—			—			—			—			—		—		—			—			—
Rounding due to reverse stock split		(2	)		(459	)		—			—			—			—			—		33		—			459			—			459
Convertible preferred stock payable converted to preferred stock		18,622			5,000,007			—			(5,000,000	)		—			—			—		—		(7	)		—			(7	)
Net loss		—			—			—			—			—			—			—		—		—			—			(6,858,992	)		(6,858,992	)
Convertible preferred shares issued to directors to guarantee lease agreement		2,236			600,366			—			—			—			—			—		—		—			—			—
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	)
Convertible preferred shares issued to settle debt		223			59,876			—			—			—			—			—		—		—			—			—
Preferred shares issued and cancelled in connection with sale and settlement of wholly owned subsidiary		2,406			646,011			—			—			—			(500	)		—		—		—			(77,601	)		—			(77,601	)
Convertible preferred shares cancelled pursuant to settlement agreement		(455	)		(122,168	)		—			—			—			—			—		—		—			—			—
Deconsolidation of wholly owned subsidiary		—			—			—			—			—			—			—		—		—			350,636			—			350,636
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
Conversion of debt to common stock		—			—			—			—			—			—			—		58,284,179		5,828			1,788,390			—			1,794,218
Cashless warrant exercise		—			—			—			—			—			—			16,450,296		1,645		(1,645	)		—			—
Common stock issued in connection with promissory note		—			—			—			—			—			—			—		1,000,000		100			14,000			—			14,100
Warrant discounts		—			—			—			—			—			—			—		—		508,340			—			508,340
Common stock issued pursuant to equity purchase agreement		—			—			—			—			—			—			—		3,577,833		358			24,747			—			25,105
Imputed interest		—			—			—			—			—			—			—		—		79,851			—			79,851
Common stock issued pursuant to securities purchase agreement		—			—			—			—			—			—			—		100,000		10			20,990			—			21,000
Derivative settlements		—			—			—			—			—			—			—		—		927,383			—			927,383
Convertible preferred stock converted to common stock		(1,874	)		(503,169	)		—			—			—			—			—		40,061,283		4,006			897,870			—			901,876
Rounding due to reverse stock split		—			—			—			—			—			—			9,161		1		(1	)		—			—
Convertible preferred shares to be issued to settle accrued wages		—			—			—			—			400,065			—			—		—		—			(65	)		—			(65	)
Net loss		—			—			—			—			—			—			—		—		—			(8,544,679	)		(8,544,679	)
Convertible preferred shares to be issued pursuant to director agreements		—			—			—			—			199,764			—			—		—		—			236			—			236
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	)
Convertible preferred shares issued for services		1,211			325,154			—			—			—			—			—		—		—			29			—			29
Common stock issued pursuant to equity purchase agreement		—			—			—			—			—			—			68,296,141		6,830		17,373			—			24,203
Convertible preferred shares issued in connection with promissory note		400			107,400			—			—			—			—			—		—		—			—			—			—
Conversion of debt to common stock		—			—			—			—			—			—			3,558,396,834		355,839		232,860			—			588,699
Convertible preferred stock payable converted to preferred stock		18,622			5,000,007			—			—			(5,000,000	)		—			—		—		—			(7	)		—			(7	)
Convertible preferred shares issued to settle officer accrued wages and interest		3,150			845,775			—			—			—			—			—		—		(116	)		—			(116	)
Convertible preferred shares issued to directors to guarantee lease agreement		2,236			600,366			—			—			—			—			—		—		—			—			—			—
Convertible preferred stock converted to common stock		(2,140	)		(574,590	)		—			—			—			—			2,450,742,290		245,074		360,046			—			605,120
Convertible preferred shares issued to settle debt		223			59,876			—			—			—			—			—		—		—			—			—			—
Convertible preferred stock converted to common stock - related party		(1,900	)		(510,150	)		—			—			—			—			3,110,125,000		311,013		1,700,499			—			2,011,512
Convertible preferred shares cancelled pursuant to settlement agreement		(455	)		(122,168	)		—			—			—			—			—		—		—			—			—			—
Convertible preferred stock issued pursuant to director and officer agreements		1,677			450,275			—			—			—			—			—		—		(275	)		—			(275	)
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
Convertible preferred stock to be issued pursuant to director and officer agreements		—			—			—			800,000			—			—			—		—		—			—			—
Cashless warrant exercise		—			—			—			—			—			—			—		16,450,296		1,645			(1,645	)		—			—
Warrant discount on related party promissory notes		—			—			—			—			—			—			—		—		400,000			—			400,000
Warrant discounts		—			—			—			—			—			—			—		—		—			508,340			—			508,340
Deemed dividend from convertible preferred stock issuable with a related party note payable		—			—			—			1,000,000			—			—			—		—		(1,000,000	)		—			(1,000,000	)
Imputed interest		—			—			—			—			—			—			—		—		—			79,851			—			79,851
Forgiveness of a related party note payable		—			—			—			—			—			—			—		—		124,328						124,328
Derivative settlements		—			—			—			—			—			—			—		—		—			927,383			—			927,383
Convertible preferred stock cancelled from debt extinguishment		—			—			(100,151	)		(566,641	)		—			—			—		—		666,792			—			666,792
Rounding due to reverse stock split		—			—			—			—			—			—			—		9,161		1			(1	)		—			—
Deemed dividend from convertible preferred stock issued with a note payable		2,608			700,248			—			—			—			—			—		—		(700,248	)		—			(700,248	)
Net loss		—			—			—			—			—			—			—		—		—			—			(8,544,679	)		(8,544,679	)
Deemed dividend from convertible preferred stock issued with a related party note payable		4,098			1,100,313			—			—			—			—			—		—		(1,100,313	)		—			(1,100,313	)
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	)
Cashless warrant exercise		—			—			—			—			—			—			73,800,000		7,380		(7,380	)		—			—
Loss on cashless warrant exercise		—			—			—			—			—			—			—		—		22,066			—			22,066
Derivative settlements		—			—			—			—			—			—			—		—		1,907,625			—			1,907,625
Imputed interest		—			—			—			—			—			—			—		—		180,666			—			180,666
Net loss		—			—			—			—			—			—			—		—		—			(18,455,287	)		(18,455,287	)
Balances for December 31, 2023		57,749		$	15,505,607		$	(100,151	)	$	1,833,188			1,000		$	—			9,469,083,427	$	946,908	$	14,532,450		$	(49,496,801	)	$	(34,017,443	)

(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

2313

BREWBILT BREWING COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS


	Years ended
	December 31,
	2023			2022
Cash flows from operating activities:
Net loss from continued operations		(18,455,287	)		(8,310,979	)
Net loss from discontinued operations		—			(233,700	)
Net loss		(18,455,287	)		(8,544,679	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of debt discount		1,313,469			1,597,746
Depreciation		205,569			105,410
Stock based compensation		1,250,000			1,342,683
Gain on settlement of debt		(25,000	)		(76,171	)
Preferred stock issued for services		—			325,183
Imputed interest		180,666			79,851
Forgiveness of debt		—			(9,940	)
Loss on cashless warrant exercise		22,066			—
Loss on conversion of debt		42,323			807,032
Loss on conversion of preferred shares		30,530			398,766
Loss on conversion of preferred shares - related party		1,501,362			778,787
Loss on extinguishment of debt - related party		—			875,042
Change in fair value of derivative liability		11,407,349			557,424
Penalties on notes payable		481,908			—
Decrease (increase) in operating assets and liabilities:
Accounts receivable		(2,770	)		(17,247	)
Inventory		(25,272	)		(14,858	)
Other current assets		4,819			(14,776	)
Prepaid expenses		(10,388	)		3,536
Security deposits		(3,177	)		(6,500	)
Accrued interest		419,336			257,496
Accounts payable		93,238			72,508
Accrued expenses		636,993			171,242
Advances from related parties		(14,552	)		224,782
Deferred revenue		6,270			—
Net cash used in continuing operating activities		(940,548	)		(1,086,683	)
Net cash used in discontinued operating activities		—			215,093
Net cash used in operating activities		(940,548	)		(871,590	)

Cash flows from investing activities:
Property, plant and equipment, additions		(459,607	)		(1,185,679	)
Deposit on equipment, related party		—			450,000
Net cash used in investing activities		(459,607	)		(735,679	)

Cash flows from financing activities:
Proceeds from convertible debt		—			1,430,370
Payments on convertible debt		—			(68,997	)
Proceeds from promissory notes		620,750			125,000
Payments on promissory notes		(59,220	)		—
Proceeds from related party notes		915,000			95,470
Payments on related party notes		—			(12,000	)
Payments on finance lease		(9,448	)		(1,482	)
Payments on related party finance lease		(9,252	)		—
Proceeds from sale of stock		24,203			25,105
Net cash provided by financing activities		1,482,033			1,593,466

Net increase (decrease) in cash		81,878			(13,803	)

Cash, beginning of period		32,624			46,427
Cash, end of period	$	114,502		$	32,624

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	$	—		$	646,011
Deconsolidation of wholly owned entity	$	—		$	350,636
Preferred shares cancelled	$	—		$	122,168
Operating lease adoption recognition	$	—		$	212,040
Fixed assets acquired with capitalized finance lease	$	67,778		$	52,570
Debt converted to common stock	$	546,376		$	987,186
Preferred stock converted to common stock	$	574,590		$	503,169
Preferred stock converted to common stock - related parties	$	510,150		$	—
Preferred stock converted to common stock and related party note payable	$	—		$	875,042
Preferred stock cancelled from related party debt extinguishment	$	666,792		$	—
Deemed dividend from preferred stock issued with a related party note payable	$	1,100,313		$	—
Deemed dividend from preferred stock payable with a related party note payable	$	1,000,000		$	—
Deemed dividend from preferred stock issued with a note payable	$	700,248		$	—
Warrant discount on related party note payable	$	400,000		$	—
Discount from derivative	$	282,545		$	1,169,882
Settlement of debt by a related party	$	124,328		$	—
Related party exchange of accrued wages for note payable	$	—		$	114,354
Related party exchange of accrued wages for preferred stock	$	845,775		$	—
Derivative settlements	$	1,907,625		$	927,383
Warrant discount from debt	$	—		$	508,340
Cashless warrant exercise	$	7,380		$	1,645
Fixed assets acquired with debt	$	31,694		$	—
Preferred stock issued to settle debt	$	—		$	60,000
Fixed assets acquired with related party accounts payable	$	33,909		$	287,758
Convertible note payable exchanged for accrued interest	$	—		$	16,800
Preferred stock payable converted to preferred stock	$	—		$	5,000,007

The accompanying notes are an integral part of these financial statements

BREWBILT BREWING COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, ~~2022~~2023

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Description of Business

BrewBilt Brewing Company, ~~(formerly~~a ~~Simlatus~~Florida Corporation), ~~is the parent company of~~ wholly ~~owned~~owns ~~subsidiaries Satel Group Inc. and~~ BrewBilt Brewing ~~LLC.~~ ~~On July 1~~LLC, ~~2022,~~a ~~the~~California ~~Company~~Limited ~~sold~~Liability ~~Satel~~Corporation ~~Group~~located ~~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~~brewery with the California Alcoholic Beverage Control Board (ABC). The Company began building its first processing brewery in 2021 and started delivering its craft beers in July of 2022.

~~BrewBilt~~The ~~Brewing~~Company isopened ~~devoted to~~ the ~~modern~~BrewBilt ~~execution~~BrewHaus oftaproom ~~traditional~~and ~~styles~~restaurant ~~utilizing~~in ~~hand-crafted~~Nevada City, ~~industry-leading~~CA ~~equipment~~in ~~combined~~December ~~with~~2023. ~~an artful~~The ~~approach~~establishment ~~and~~seats a140 ~~passion~~people ~~for~~and serves ~~quality.~~lunch Aand ~~focus~~dinner onsix ~~regionally~~days ~~sourced~~a ~~local malt~~week, ~~premium~~plus ~~hops,~~brunch ~~and~~on ~~pristine~~Sundays, ~~water~~along ~~gives~~with the ~~company its~~full ~~dynamic~~lineup ~~palette~~of ~~for~~BrewBilt ~~distinctly satisfying~~ beers. ~~Inspired by European brewing tradition~~ and ~~American~~guest ~~craft innovation~~wines, ~~BrewBilt Brewing~~ciders, ~~creates~~kombuchas, ~~craft beers that reflect a sense of place~~ and innon-alcoholic ~~order to share their brewing philosophy for the ultimate drinking pleasure~~beverages.

BrewBilt Brewing ~~brews~~is ondevoted ato ~~state-of-~~the~~-art~~ ~~20-bbl~~modern ~~brewhouse~~execution ~~built~~of ~~for~~traditional usstyles byutilizing ~~our~~hand-crafted, ~~sister~~industry-leading ~~company~~equipment ~~BrewBilt~~combined ~~Manufacturing.~~with ~~The company specializes~~an inartful ~~fermenting~~approach ~~their~~and ~~lagers~~a inpassion ~~stacked~~for ~~horizontal~~quality. ~~lagering~~A ~~tanks~~focus ~~and~~on toregionally ~~produce~~sourced ~~cold~~local ~~aging~~ingredients ~~time~~gives inthe ~~order~~company toits ~~achieve~~dynamic ~~optimal~~palette ~~taste and~~for ~~clarity~~distinctly satisfying beers. ~~The~~Inspired ~~craft~~by ~~beer~~European isbrewing ~~carefully~~tradition ~~packaged~~and ~~using~~American ~~the~~craft ~~new~~innovation, ~~counter-pressure~~BrewBilt ~~Codi-Line~~Brewing tocreates ~~ensure~~craft ~~the~~beers that ~~lowest~~reflect ~~possible~~a ~~level~~sense of ~~oxygen which,~~place in~~-turn,~~ ~~maximizes~~order ~~product~~to ~~quality~~share ~~and~~their ~~shelf~~brewing ~~life~~philosophy for the ultimate drinking pleasure.

~~BrewBilt~~Among all craft breweries, BrewBilt Brewing is unique in its exclusive use of small-batch craft malt that is grown in the nearby Sacramento Valley. In addition to the flavor benefits of this superior product, BrewBilt’s ~~production~~intentional ~~staff~~material ~~are~~sourcing ~~industry~~reduces ~~veterans~~the ~~who~~Company’s carbon ~~use~~footprint ~~American~~and ~~made,~~sustains ~~professional-grade~~local agriculture. Even after brewing ~~equipment~~with ~~and~~these ~~ingredients~~grains, toBrewBilt implements eco-friendly practices such ~~deliver~~as ~~outstanding~~upcycling ~~craft~~the ~~beer~~spent grain to ~~North~~local ~~America~~ranchers ~~and~~to ~~Europe~~use as high-quality animal feed.

~~The~~Brewbilt ~~company~~Brewing ~~serves~~Company ~~major~~was ~~grocery~~formerly ~~chains~~Simlatus Corporation. Simlatus wholly owned the subsidiary Satel Group Inc. On July 1, ~~restaurants~~2022, the Company agreed to sell Satel and ~~various~~it ~~hospitality~~is ~~chains~~no longer associated with Brewbilt Brewing Company.

Settlement and Sale Transaction

On July 1, 2022, the Company executed a Settlement and Sale Agreement with our Chairman, Richard Hylen. The Company agreed to sell the wholly owned subsidiary, Satel Group, Inc. to Mr. Hylen in exchange for the debt that the Company owes him. As of June 30, 2022, this debt is inclusive of unpaid wages and interest of $264,096 and personal loans made to Satel in the amount of $304,314. The Company issued 2,406 shares of ~~Convertible Preferred~~ Series A Convertible Preferred stock at $268.50 per share, with a fair value of $646,011.

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 U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management regularly evaluates estimates and assumptions related to the valuation of assets and liabilities.

Management 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~~fixed ~~intangibles~~assets.

■ 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 Convertible Preferred stock. The fees are non-refundable and therefore the Company recorded the full amount to the statement of operations. Total advertising costs were $~~371~~37,~~294~~345 and $40371,~~824,~~294 for the years ended December 31, ~~2022~~2023 and December 31, ~~2021~~2022, 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

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~~● ~~conditions~~identification ~~for~~of ~~revenue recognition are not met,~~ the ~~Company~~performance ~~defers~~obligations ~~the~~in ~~revenue and related cost of sales until all conditions are met. As of December 31, 2022 and 2021,~~ the ~~Company has deferred revenue of $0 and $0, respectively.~~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 conditions for revenue recognition are not met, the Company defers the revenue and related cost of sales until all conditions are met. As of December 31, 2023 and December 31, 2022, the Company has deferred revenue of $6,270 and $0, respectively.

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, ~~2022~~2023 and December 31, ~~2021~~2022 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.

Basic and Diluted Loss Per Share

In accordance with ASC Topic 280 – “Earnings Per Share”, the basic loss per common share is computed by dividing 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 September 30, 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. During the years ended December 31, 2023 and 2022, the number of diluted shares that have been excluded are 139,978,097,143 and 1,453,956,515 respectively.

Inventories

Inventories consist of raw materials, beer cans and labels, keg collars and toppers, inbound freight charges, purchasing and receiving costs, ~~and~~direct labor, depreciation, overhead, 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~~2023 and December 31, ~~2021~~2022, the Company has inventory of $2651,~~434~~706 and $1126,~~576~~434, 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,~~2023 and ~~2021~~December 31, 2022, 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, ~~2022~~2023 and December 31, ~~2021~~2022 for each fair value hierarchy level:

December 31, 2022	Derivative Liabilities		Total
December 31, 2023	Derivative Liabilities		Total
Level I	$	—	$	—
Level II	$	—	$	—
Level III	$	212,~~398~~180,~~176~~445	$	212,~~398~~180,~~176~~445
December 31, 2021	Derivative Liabilities		Total
December 31, 2022	Derivative Liabilities		Total
Level I	$	—	$	—
Level II	$	—	$	—
Level III	$	12,~~598~~398,~~253~~176	$	12,~~598~~398,~~253~~176

In 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~~management’s opinion that the Company is not exposed to significant interest, exchange or credit risks arising from these financial instruments. As of December 31, ~~2022~~2023 and December 31, ~~2021~~2022, the balances reported for cash, accounts receivable, prepaid expenses, accounts payable, and accrued liabilities, approximate the fair value because of their short maturities.

Debt issuance costs and debt discounts

Debt issuance costs and debt discounts are being amortized over the lives of the related financings on a basis that approximates the effective interest method. Costs and discounts are presented as a reduction of the related debt in the accompanying consolidated balance sheets.

2718

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 years ending December 31, 2023, 2022, 2021, 2020, 2019, and 2018, which are still open for examination.

Recent Accounting Pronouncements

InAlthough ~~June~~there ~~2016,~~were ~~the~~new ~~FASB~~accounting pronouncements issued ~~ASU~~or ~~2016-13,~~proposed ~~Financial~~by ~~Instruments~~the –FASB ~~Credit~~for ~~Losses~~the ~~(Topic~~year ~~326):~~ended ~~Measurement~~December of31, ~~Credit~~2023, ~~Losses on Financial Instruments. The guidance requires companies to measure credit losses utilizing a methodology that reflects expected credit losses~~ and ~~requires~~through the ~~consideration~~date of filing ~~a broader range~~ of ~~reasonable~~this ~~and~~report, ~~supportable~~the ~~information~~Company todoes ~~inform~~not ~~credit~~believe ~~loss~~any ~~estimates.~~of ~~ASU 2016-13~~these isaccounting ~~effective~~pronouncements ~~for~~has ~~fiscal~~had ~~years~~or ~~beginning~~will ~~after~~have ~~December 15,~~a ~~2022,~~material ~~including~~impact ~~interim periods within those fiscal years. The~~on ~~Company~~its isfinancial ~~evaluating~~position ~~the~~or ~~impact~~results of ~~the new standard~~operations.

Although there were new accounting pronouncements issued or proposed by the FASB for the year ended December 31, 2022 and through the date of filing of this report, the Company does not believe any of these accounting pronouncements has had or will have a material impact 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, ~~2022~~2023, the Company has a shareholders’ deficit of $1949,~~292~~496,~~215~~801 since its inception, working capital deficit of $517,~~775~~211,~~119~~720, 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 achieve a profitable level of operations. There is no assurance the Company will be successful in achieving these goals.

The 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~~funding if necessary, in private or public equity offering(s) to secure future funding for operations. There can be be no assurance the Company will be successful in raising additional funding. If the Company is not able to secure additional funding, ~~the~~ the implementation of the Company’s business plan will be impaired. There can be no assurance that such additional financing will be 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. DISCONTINUED OPERATIONS – SATEL GROUP, INC. DISPOSITION

On July 1, 2022, the Company and Richard Hylen (the “Buyer”) entered into a Settlement and Sale Agreement for the sale of the Company’s wholly owned subsidiary, Satel Group Inc. in exchange for the debt owed to the buyer.

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~~During ~~major~~the ~~classes~~years ofended ~~assets~~December ~~and liabilities disposed of~~31, ~~reflected~~2023 inand ~~our~~December ~~condensed~~31, ~~balance~~2022, ~~sheet~~discontinued asoperations consisted of ~~December~~ ~~31 2021, respectively, are~~the ~~presented below~~following:

Current Assets
	December 31,
Cash	$	12,834
	2023		2022
Accounts receivable		1,792
Revenue	$	—	$	93,420
Total current assets of discontinued operations		14,626
Operating expenses		—		302,171
Financial lease assets - related party		26,815
Interest expense		—		24,949
Security deposit		5,162
Net loss	$	—	$	(233,700	)
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:~~20

	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~~2023 and December 31, ~~2021~~2022, prepaid expenses consisted of the following:

Schedule of Prepaid Expenses

	December 31,		December 31,
	2022		2021
	2023		2022
Prepaid accounting fees	$	1,500	$	—
Prepaid advertising expenses	$	1,270	$	1,500
Prepaid leaseholder improvements		—		5,000
Prepaid insurance		5,214		—
Prepaid postage		—		36
Prepaid rent		4,329		—
Prepaid Expenses	$	1,500	$	5,036
Prepaid transfer agent fees		1,075		—
Prepaid Expenses	$	11,888	$	1,500

5. ~~RELATED~~PROPERTY, ~~PARTY~~PLANT, ~~DEPOSITS~~AND EQUIPMENT

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	510 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

30Property, plant, and equipment consisted of the following as of December 31, 2023 and December 31, 2022:

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

	December 31,			December 31,
	2022			2021
	2023			2022
Property and Equipment	$	1,185,271		$	37,699
Brewing Equipment	$	1,245,702		$	1,185,271
Computer Equipment		2,933			2,933
Leasehold Improvements		394,352			68,487
Furniture and Fixtures		33,514			—
Property, plant, and equipment, gross		1,582,556			109,119
Leasehold Improvements		793,923			394,352
Less accumulated depreciation		(113,623	)		(9,695	)
Vehicles		31,694			—
Property, plant, and equipment, net	$	1,468,933		$	99,424
Property, plant, and equipment, gross		2,107,766			1,582,556
Less accumulated depreciation		(300,492	)		(113,623	)
Property, plant, and equipment, net	$	1,807,274		$	1,468,933

During the year ended December 31, ~~2022~~2023, the ~~majority~~Company ofreceived ~~the~~$60,431 in brewing equipment, ~~fabricated~~recorded byTaproom ~~BrewBilt~~leaseholder ~~Manufacturing~~improvements ~~was completed and delivered to the company. The equipment that has been delivered and put into use has a cost~~ of $1399,~~135~~571,~~801.~~ purchased ~~In addition~~$33,514 ~~the~~in ~~Company~~furniture ~~purchased pallets~~ and ~~kegs~~fixtures ~~from~~for ~~other~~the ~~vendors~~office inand the ~~amount of $11~~Taproom,~~771,~~ and ~~recorded~~purchased ~~$325,~~a ~~865~~vehicle infor ~~leaseholder improvements~~$31,694. During the years ended ~~December~~ December 31, ~~2022~~2023 and December 31, ~~2021~~2022, the ~~company~~Company recorded depreciation ~~expenses~~on fixed assets of $~~103~~186,~~928~~869 and $9103,~~696~~928, respectively.

~~7. ACCRUED EXPENSES~~21

As6. ofACCRUED ~~December 31, 2022 and December 31, 2021, accrued expenses were comprised of the following:~~EXPENSES

As of December 31, 2023 and December 31, 2022, accrued expenses were comprised of the following:

Schedule of Accrued Expenses

	December 31,		December 31,
	2022		2021
	2023		2022
Accrued expenses
Credit cards	$	1119,~~881~~223	$	311,~~356~~881
CRV payable		~~720~~792		—720
Customer keg deposits		26,~~580~~090		—2,580
Payroll tax liabilities		34,035		—
Payroll liabilities		168,566		34,035
Sales tax payable		~~355~~6,945		~~255~~355
Other short-term liabilities		128,000		—12,000
Total accrued expenses	$	61209,~~571~~616	$	361,~~611~~571
Accrued interest
Interest on notes payable	$	96278,~~796~~684	$	8896,~~114~~796
Interest on accrued wages		~~233~~278,~~358~~677		~~152~~233,~~465~~358
Total accrued interest	$	~~330~~557,~~154~~361	$	~~240~~330,~~579~~154
Accrued wages	$	1884,~~185,363~~852	$	~~864~~1,~~863~~185,363

~~During~~7. ~~the~~CONVERTIBLE ~~year~~NOTES 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).PAYABLE

As of December 31, 2023 and December 31, 2022, convertible 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	~~2022~~2023			~~2021~~2022
1800 Diagonal #1	10/10/2022	10/10/2023	10%	Variable		44,250			—
1800 Diagonal #1*	10/10/2022	10/10/2023	22%	Variable		—			44,250
1800 Diagonal #2	11/2/2022	11/2/2023	10%	Variable		54,250			—
1800 Diagonal #2*	11/2/2022	11/2/2023	22%	Variable		81,375			54,250
1800 Diagonal #3	11/28/2022	11/28/2023	10%	Variable		44,250			—
1800 Diagonal #3*	11/28/2022	11/28/2023	22%	Variable		66,375			44,250
1800 Diagonal #4*	1/10/2023	1/10/2024	22%	Variable		76,877			—
Coventry*	10/7/2022	10/7/2023	18%	Variable		139,638			—
Emunah Funding #4*	10/20/2017	7/20/2018	24%	Variable		2,990			2,990
FirstFire Global*	3/8/2021	3/8/2022	16%	~~0.18~~Variable		31,000			~~149~~31,000
Fourth Man #11	3/5/2021	3/5/2022	12%	0.12		—			26,000
Fourth Man #13	1/10/2022	1/10/2023	16%	Variable		—			48,000
Fourth Man #12	9/27/2021	9/27/2022	12%	0.12		—			111,000
Fourth Man #14*	12/22/2022	12/22/2023	16%	Variable		81,130			52,000
Fourth Man #13	1/10/2022	1/10/2023	12%	0.45		48,000			—
Fourth Man #14	12/22/2022	12/22/2023	12%	0.0009		52,000			—
Jefferson St Capital #2*	3/5/2019	10/18/2019	0%	Variable		5,000			5,000
Mast Hill Fund #1	1/27/2022	1/27/2023	12%	0.9		248,787			—
Mammoth*	3/3/2022	12/3/2022	18%	Variable		27,500			27,500
Mast Hill Fund #2	3/3/2022	3/3/2023	12%	0.3		63,000			—
Mast Hill Fund #1*	1/27/2022	1/27/2023	16%	Variable		322,596			248,787
Mast Hill Fund #3	4/1/2022	4/1/2023	12%	0.18		381,144			—
Mast Hill Fund #2*	3/3/2022	3/3/2023	16%	Variable		80,619			63,000
Mast Hill Fund #4	7/13/2022	7/13/2023	12%	0.06		125,000			—
Mast Hill Fund #3*	4/1/2022	4/1/2023	16%	Variable		441,541			381,144
Mast Hill Fund #5	9/6/2022	9/6/2023	12%	0.06		125,000			—
Mast Hill Fund #4	7/13/2022	7/13/2023	12%	Variable		—			125,000
Mast Hill Fund #6	10/14/2022	10/14/2023	12%	0.0035		245,000			—
Mast Hill Fund #5*	9/6/2022	9/6/2023	16%	Variable		51,496			125,000
Mammoth*	3/3/2022	12/3/2022	18%	Variable		27,500			—
Mast Hill Fund #6	10/14/2022	10/14/2023	16%	Variable		282,446			245,000
May Davis Partners	3/14/2022	12/14/2022	0%	Variable		—			—
Pacific Pier Capital #1*	5/20/2022	5/20/2023	16%	Variable		71,800			60,000
Labrys Fund #2	7/28/2021	7/28/2022	12%	9		—			140,000
Pacific Pier Capital #2*	11/3/2022	11/3/2023	16%	Variable		31,200			20,000
Optempus Invest #4	11/2/2020	11/2/2021	10%	Variable		—			20,000
						1,793,583			1,577,171
Optempus Invest #5	11/5/2020	11/5/2021	10%	Variable		—			20,000
Less debt discount						—			(585,241	)
Optempus Invest #6	12/31/2020	12/31/2021	6%	Variable		—			20,000
Notes payable, net of discount					$	1,793,583		$	991,930
Pacific Pier Capital #1	5/20/2022	5/20/2023	12%	0.105		60,000			—
Pacific Pier Capital #2	11/3/2022	11/3/2023	12%	0.0015		20,000			—
Power Up Lending #7	7/9/2021	7/9/2022	10%	Variable		—			78,750
Power Up Lending #8	8/2/2021	8/2/2022	10%	Variable		—			53,750
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, 2023 and December 31, 2022, the balance of notes payable that are in default is $1,793,583 and $66,490, respectively.

1800 Diagonal Lending LLC (formerly Sixth Street Lending LLC)

On ~~January~~October 1110, 2022, the Company issued a convertible note to 1800 Diagonal Lending LLC for $5344,~~750~~250, of which $5040,000 was received in cash, ~~and~~ and $34,~~750~~250 was recorded as transaction fees. The note bears interest at 10% (increases to 22% per annum upon an event of default), matures on ~~January~~October 1110, 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~~closing prices during the 20 -day trading period on the trading day prior to the conversion date. On ~~July~~April 1017, ~~2022~~2023, a default penalty of $22,125 was accessed by the note holder for failure of timely filing of the company’s Form 10-K. Pursuant to the default, the Company recorded a debt discount from the derivative equal to $5342,~~750~~003 due to this conversion feature, which , in addition to the transaction fees, has been amortized to the statement of operations. During the year ended December 31, ~~2022~~2023, the Company issued ~~724~~1,~~580~~170,858,667 common shares upon the conversion of principal in the amount of $5366,~~750~~375, and interest of $23,~~688~~876. As of December 31, ~~2022~~2023, 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.

32On November 2, 2022, the Company issued a convertible note to 1800 Diagonal Lending LLC for $54,250, of which $50,000 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 2, 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 closing prices during the 20-day trading period on the trading day prior to the conversion date. On April 17, 2023, a default penalty of $27,125 was accessed by the note holder for failure of timely filing of the company’s Form 10-K. Pursuant to the default, the Company recorded a debt discount from the derivative equal to $50,000 due to this conversion feature, which, in addition to the transaction fees, has been amortized to the statement of operations. As of December 31, 2023, the note has a principal and accrued interest balance of $81,375 and $15,122, respectively. This note is currently in default.

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 ~~March~~November 2128, 2022, the Company issued a convertible note to 1800 Diagonal Lending LLC for $5344,~~750~~250, of which $5040,000 was received in cash, and $34,~~750~~ 250 was recorded as transaction fees. The note bears interest at 10% (increases to 22% per annum upon an event of default), matures on ~~March 21~~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~~closing prices during the 20 -day trading period on the trading day prior to the conversion date. On ~~September~~ 7April 17, ~~2022~~2023, ~~the~~a ~~Company~~default ~~agreed~~penalty ~~to settle the principal amount~~ of $5322,~~750~~125 ~~and~~was ~~accrued~~accessed ~~interest~~by ofthe ~~$2,503~~note holder for afailure ~~cash~~of ~~payment~~timely filing of the company’s ~~$71,500~~Form 10-K. ~~The~~Pursuant ~~settlement~~to ~~resulted~~the indefault, the Company recorded a ~~loss~~debt ofdiscount from the derivative equal to $1540,~~247~~000 due to this conversion feature, ~~and~~which, ~~transaction~~in ~~fees~~addition ofto $3the transaction fees,~~750~~ ~~have~~has been amortized to the statement of operations. As of December 31, ~~2022~~2023, the note has ~~been~~a ~~fully~~principal ~~satisfied~~and accrued interest balance of $66,375 and $12,019, respectively. This note is currently in default.

On ~~October~~January 10, ~~2022~~2023, the Company ~~issued~~received funding pursuant to a ~~convertible~~promissory note towith 1800 Diagonal Lending LLC ~~for~~in the amount of $4461,~~250~~600, of which, $4050,~~000~~750 was received in cash, and $410,~~250~~850 was recorded as ~~transaction~~debt issuance fees., which will be amortized over the life of the note. The note bears interest atof 1012% (increases to 22% per annum upon an event of default), ~~matures~~which is guaranteed and earned in full as of the issue date. The note matures on ~~October~~January 10, ~~2023,~~2024. The principal amount and isthe ~~convertible~~guaranteed ~~beginning~~interest are due and payable in ten equal monthly payments of $6,899, commencing on March 1, 2023 and continuing on the ~~date~~1st ~~which~~day isof ~~180~~each ~~days~~month ~~following~~thereafter. On April 17, 2023, the ~~date~~Company ofdefaulted on the promissory note, and pursuant to the terms, the note became convertible. The ~~conversion~~company ~~price~~reclassed $49,280 in principal, $5,914 in accrued interest and assessed a default penalty of $27,597 to convertible notes payable. The note is ~~61%~~convertible into ~~multiplied~~common bystock ~~the~~at ~~average~~75% of the ~~two~~ lowest trading ~~prices~~price ~~during~~of the 2010-trading day ~~trading~~ period ending on the ~~trading~~latest complete day prior to the ~~conversion~~ date of conversion. AsPursuant ofto ~~December~~the 31default, ~~2022,~~the Company recorded a debt discount from the derivative equal to $~~955~~76,877 ofdue to this conversion feature, which, in addition to the transaction fees, ~~have~~has been amortized to the statement of operations. ~~and~~As ~~the~~of December 31, 2023, the note has a principal and accrued interest balance of $4476,~~250~~877 and $~~994~~14,440, respectively. This note is currently in default.

OnCoventry ~~November~~Enterprises ~~2, 2022, the Company issued a convertible note to 1800 Diagonal~~ LLC for $54,250, of which $50,000 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 2, 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, $687 of the transaction fees have been amortized to the statement of operations and the note has a principal and accrued interest balance of $54,250 and $877, respectively.

On October 7, 2022, the Company received funding pursuant to a promissory note with Coventry Enterprises LLC in the amount of $125,000. The note bears interest of 10% (increases 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. On March 7, 2023, the Company defaulted on the promissory note, and pursuant to the terms, the note became convertible. The company reclassed $125,000 in principal, $12,500 in accrued interest and assessed a default penalty of $25,000 to convertible notes payable. The conversion price of this note is 90% per share of the lowest per-share VWAP during the 20 trading days prior to the conversion date. The Company recorded a debt discount from the derivative equal to $73,665 due to this conversion feature which has been amortized to the statement of operations. During the year ended December 31, 2023, the Company issued 523,333,333 common shares upon the conversion of principal and interest in the amount of $33,420. As of December 31, 2023, the note has a principal and accrued interest balance of $139,638 and $13,245, respectively. This note is currently in default.

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~~400. 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 the lower of 1) 50% of the lowest trading price of the 20 -trading day period ending on the latest complete day prior to the date of conversion; or 2) the most favorable common stock conversion price. 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~~2023, the note has a principal balance of $2,990 and accrued interest of $23,~~515~~232. 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 the lower of 1) a fixed rate of $0.18005 or 2) the most favorable common stock conversion price. The Company recorded a debt discount from the derivative equal to $~~300~~242,~~000~~ 900 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 135,000 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, ~~2022~~2023, the note has a principal balance of $31,000 and accrued interest of $712,~~093~~053. This note is currently in default.

Fourth Man LLC

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 the lower of 1) a fixed rate of $0.45; or 2) the most favorable common stock conversion price. The Company recorded a debt discount from the derivative equal to $~~140~~115,~~000~~440 due to this conversion feature, which has been amortized to the statement of operations. ~~During~~ During the year ended December 31, ~~2021~~2022, the Company issued 8417,~~142~~343,765 common shares upon the conversion of principal in the amount of $~~114~~92,000~~, accrued~~ ~~interest of $271~~ and conversion fees of $7,000. During the year ended December 31, ~~2022~~2023, the Company issued 30143,~~642~~849,342 common shares upon the conversion of principal in the amount of $2648,000, ~~accrued~~ interest of $1233,~~329~~638 and conversion fees of $15,~~750~~250. As of December 31, ~~2022~~2023, the note has been fully satisfied.

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 the lower of 1) a fixed rate of $0.450009; or 2) the most favorable common stock conversion price. The Company recorded a debt discount from the derivative equal to $~~111~~40,000 due to this conversion feature, which has been amortized to the statement of operations. ~~During~~Pursuant to the ~~year~~default ~~ended~~terms ~~December~~of ~~31,~~the ~~2022~~note, the Company ~~issued~~entered ~~1,105,168~~a ~~common~~penalty ~~shares~~of ~~upon~~$29,130. ~~the~~As ~~conversion~~ of ~~principal~~December in31, 2023, the ~~amount~~note ~~of $111,000,~~has ~~accrued~~a ~~interest~~principal balance of $1381,~~320~~130 and ~~conversion~~accrued ~~fees~~interest of $106,~~500~~489. AsThis ~~of December 31, 2022, the~~ note ~~has~~is ~~been~~currently ~~fully~~in ~~satisfied~~default.

On January 10, 2022, the Company received funding pursuant to a convertible note issued to Fourth Man LLC for $140,000 of which $115,440 was received in cash and $24,560 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 January 10, 2023 and is convertible into common shares at a fixed rate of $0.45. The Company recorded a debt discount from the derivative equal to $140,000 due to this conversion feature, and $136,164 has been amortized to the statement of operations. The debt discount and transaction fee interest had a balance at December 31, 2022 of $3,836. During the year ended December 31, 2022, the Company issued 17,343,765 common shares upon the conversion of principal in the amount of $92,000 and conversion fees of $7,000. As of December 31, 2022, the note has a principal balance of $48,000 and accrued interest of $16,800.

On December 22, 2022, the Company received funding pursuant to a convertible note issued to Fourth Man LLC for $52,000 of which $40,000 was received in cash and $12,000 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 December 22, 2023 and is convertible into common shares at a fixed rate of $0.0009. The Company recorded a debt discount from the derivative equal to $52,000 due to this conversion feature, and $1,282 has been amortized to the statement of operations. The debt discount and transaction fee interest had a balance at December 31, 2022 of $50,718. As of December 31, 2022, the note has a principal balance of $52,000 and accrued interest of $6,240.

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 .24 common shares upon the conversion of principal in the amount of $24,000 and $1,000 in conversion fees. As of December 31, ~~2022~~2023, the note has a principal balance of $5,000. This note is currently in default.

Labrys Fund, 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.

Maguire and Associates, 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 $2725,~~500~~000 due to this conversion feature, which has been amortized to the statement of operations. As of December 31, ~~2022~~2023, the note has a principal balance of $27,500 and accrued interest of $49,~~109~~059. This note is currently in default.

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~~550 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, which will increase to 16% upon an event of default, matures on January 27, 2023, and is convertible into common shares at the lower of 1) a fixed rate of $0.90; or 2) the most favorable common stock conversion price. The Company recorded a debt discount from the derivative ~~equal~~ equal to $~~258~~212,~~484~~584 due to this conversion feature, ~~and~~which ~~$239,363~~ has been amortized to the statement of operations. ~~The~~Pursuant ~~debt~~to ~~discount~~the ~~and transaction~~default ~~fee~~terms ~~interest~~of the ~~had~~note, athe ~~balance~~Company atentered ~~December~~a ~~31,~~penalty ~~2022~~ of $1973,~~121~~809. 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~~2023, the note has a principal balance of $~~248~~322,~~787~~596 and accrued interest of $947,~~404~~958. This note is currently in default.

On 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 $6,276.26

On 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, which will increase to 16% upon an event of default, matures on March 3, 2023, and is convertible into common shares at the lower of 1) a fixed rate of $0.30; or 2) the most favorable common stock conversion price. The Company recorded a debt discount from the derivative equal to $51,300 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 $17,619. As of December 31, 2023, the note has a principal balance of $80,619 and accrued interest of $15,845. This note is currently in default.

On April 1, 2022, the Company received funding pursuant to a convertible note issued to Mast Hill Fund, L.P. for $425,000 of which $351,550 was received in cash and $73,450 was recorded as transaction fees. The note bears interest of 12% per annum, which will increase to 16% upon an event of default, matures on April 1, 2023 , and is convertible into common shares at the lower of 1) a fixed rate of $0.18; or 2) the most favorable common stock conversion price. The Company recorded a debt discount from the derivative equal to $~~425~~351,~~000~~ 545 due to this conversion feature, ~~and~~which ~~$319,042~~ has been amortized to the statement of operations. ~~The~~Pursuant ~~debt~~to ~~discount~~the ~~and~~default ~~transaction~~terms ~~fee interest~~of ~~had~~the anote, ~~balance~~the atCompany entered ~~June~~a ~~30,~~penalty ~~2022~~ of $~~105~~113,~~958~~062. During the year ended December 31, 2022, the Company issued 25,380,509 common shares upon the conversion of principal in the amount of $43,856, accrued interest of $36,225, and conversion fees of $8,750. During the year ended December 31, 2023, the Company issued 27,305,900 common shares upon the conversion of principal in the amount of $52,664, accrued interest of $3,655, and conversion fees of $3,500. As of December 31, ~~2022~~2023, the note has a principal balance of $~~381~~441,~~144~~541 and accrued interest of $147,~~812~~157. This note is currently in default.

On July 13, 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, which will increase to 16% upon an event of default, matures on July 13, 2023 and is convertible into common shares at the lower of 1) a fixed rate of $0.06; or 2) the most favorable common stock conversion price. The Company recorded a debt discount from the derivative equal to $~~125~~103,~~000~~ 250 due to this conversion feature, ~~and~~which ~~$58,570~~ has been amortized to the statement of operations. ~~The~~During ~~debt~~the ~~discount~~year ~~and~~ended ~~transaction~~December ~~fee~~31, 2023, the Company ~~interest~~issued ~~had~~433,949,592 acommon ~~balance~~shares atupon ~~December~~the 31conversion of principal in the amount of $125,000, ~~2022~~accrued interest of $669,~~430~~201, and conversion fees of $8,750. As of December 31, ~~2022~~2023, the note has abeen ~~principal~~fully ~~balance of $125,000 and accrued interest of $7,027~~satisfied.

On September 6, 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, which will increase to 16% upon an event of default, matures on September 6, 2023, and is convertible into common shares at the lower of 1) a fixed rate of $0.06; or 2) the most favorable common stock conversion price. The Company recorded a debt discount from the derivative equal to $~~125~~103,~~000~~250 due to this conversion feature, ~~and~~which ~~$39,726~~ has been amortized to the statement of operations. ~~The~~Pursuant ~~debt~~to ~~discount~~the ~~and~~default ~~transaction fee~~terms ~~interest~~of ~~had~~the note, the Company entered a ~~balance~~penalty atof $31,805. During the year ended December 31, ~~2022~~2023, the Company issued 432,200,000 common shares upon the conversion of principal in the amount of $85105,~~274~~309, accrued interest of $7,885, and conversion fees of $3,500. As of December 31, ~~2022~~2023, the note has a principal balance of $~~125~~51,~~000~~496 and accrued interest of $42,~~767~~460. This note is currently in default.

On October 14, 2022, the Company received funding pursuant to a convertible note issued to Mast Hill Fund, L.P. for $245,000 of which $202,270 was received in cash and $42,730 was recorded as transaction fees. The note bears interest of 12% per annum, matures on October 14, 2023 and is convertible into common shares at a fixed rate of $0.0035. The Company recorded a debt discount from the derivative equal to $245,000 due to this conversion feature, 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, 2022, the note has a principal balance of $245,000 and accrued interest of $6,283.27

On October 14, 2022, the Company received funding pursuant to a convertible note issued to Mast Hill Fund, L.P. for $245,000 of which $202,270 was received in cash and $42,730 was recorded as transaction fees. The note bears interest of 12% per annum, which will increase to 16% upon an event of default, matures on October 14, 2023 and is convertible into common shares at the lower of 1) a fixed rate of $0.0035; or 2) the most favorable common stock conversion rate. The Company recorded a debt discount from the derivative equal to $202,270 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 $64,512. During the year ended December 31, 2023, the Company issued 714,400,000 common shares upon the conversion of principal in the amount of $27,066, accrued interest of $25,286, and conversion fees of $3,500. As of December 31, 2023, the note has a principal balance of $282,446 and accrued interest of $14,903. This note is currently in default.

May Davis Partners Acquisition Company, LLC

On March 14, 2022, the Company received funding pursuant to a convertible note issued to May Davis Partners 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 14, 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. During the year ended December 31, 2022, the Company issued 5,188,679 common shares upon the conversion of principal in the amount of $27,500. As of December 31, 2022, the note has been fully satisfied.

Optempus Investments, 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 November 5, 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 5, 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 $3,760 was reassigned to Maguire & Associates. As of December 31, 2022, the note has been fully satisfied.

On December 31, 2020, the Company issued a convertible note to Optempus Investments, LLC. for $20,000. The Company received a cash payment of $10,000 on January 8, 2021, 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 December 31, 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 $2,384 was reassigned to Maguire & Associates. As of December 31, 2022, the note has been fully satisfied.

Pacific Pier Capital 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 2021, 2023 and is convertible into common shares at the lower of 1) a fixed rate of $0.105; or 2) the most favorable common stock conversion rate. Due to the default on May 20, 2023, the company recorded a default penalty of $16,800. The Company recorded a debt discount from the derivative equal to $6047,~~000~~ 760 due to this conversion feature, ~~and~~which ~~$36,986~~ has been amortized to the statement of operations. ~~The~~During ~~debt~~the ~~discount~~year ~~and~~ended ~~transaction~~December ~~fee~~31, ~~interest~~2023, ~~had~~the Company aissued ~~balance at~~112,500,000 ~~December~~common 31shares upon the conversion of principal in the amount of $5,000, ~~2022~~and conversion fees of $231,~~014~~750. As of December 31, ~~2022~~2023, the note has a principal balance of $6071,~~000~~800 and accrued interest of $715,~~200~~817. This note is currently in default.

On November 3, 2022, the Company received funding pursuant to a convertible note issued to Pacific Pier Capital LLC for $20,000 of which $15,000 was received in cash and $5,000 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 November 3, 2023 and is convertible into common shares at the lower of 1) a fixed rate of $0.0015; or 2) the most favorable common stock conversion rate. The Company recorded a debt discount from the derivative equal to $2015,000 due to this conversion feature, ~~and~~which ~~$3,178~~ has been amortized to the statement of operations. Due ~~The~~to ~~debt~~the ~~discount~~default ~~and~~on ~~transaction~~November ~~fee~~4, ~~interest~~2023, ~~had a~~the ~~balance~~company atrecorded ~~December~~a ~~31,~~default ~~2022~~penalty of $1611,~~822~~200. As of December 31, ~~2022~~2023, the note has a principal balance of $2031,~~000~~200 and accrued interest of $2,~~400~~991. This note is currently in default.

3928

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 August 2, 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. 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 115,313 common shares upon the conversion of principal in the amount of $53,750 and accrued interest of $1,600. As of December 31, 2022, the note has been fully satisfied.

On 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.

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, ~~2022~~2023, the Company issued the following shares of common stock upon the conversions of portions of the Convertible Notes:

	Principal		Interest		Fee		Total			Conversion		Shares	~~Shares~~
Date	Conversion		Conversion		Conversion		Conversion			Price		Issued	Issued to		~~Issued to~~
1/3/2022	$	51,500	$	—	$	1,000	$	52,500		$	1.500			35,000	FirstFire
1/9/2023	$	28,874	$	2,381	$	1,750	$	33,005		0.00350		9,430,000	Mast Hill
1/4/2022		26,000		12,329		1,750		40,079			1.308			30,642	Fourth Man #11
1/12/2023		30,000		—		1,750		31,750		0.00350		9,071,428	Fourth Man
1/13/2022		23,100		—		—		23,100			0.630			36,667	Power Up #7
1/20/2023		23,790		1,274		1,750		26,814		0.00150		17,875,900	Mast Hill
1/13/2022		—		36,000		—		36,000			0.900			40,000	FirstFire
1/26/2023		18,000		8,000		1,750		27,750		0.00110		25,227,272	Fourth Man
1/14/2022		22,000		—		—		22,000			0.600			36,667	Power Up #7
1/30/2023		6,515		8,178		1,750		16,443		0.00095		17,400,000	Mast Hill
1/21/2022		40,500		—		—		40,500			0.900			45,000	FirstFire
2/2/2023		17,789		117		1,750		19,656		0.00095		20,800,000	Mast Hill
2/1/2022		21,300		—		—		21,300			0.510			41,765	Power Up #7
2/23/2023		25,230		695		1,750		27,675		0.00027		102,500,000	Mast Hill
2/3/2022		12,350		3,938		—		16,288			0.510			31,936	Power Up #7
2/24/2023		—		25,638		1,750		27,388		0.00025		109,550,642	Fourth Man
2/14/2022		27,000		—		—		27,000			0.480			56,250	Power Up #8
3/2/2023		56,423		174		1,750		58,347		0.00027		216,100,000	Mast Hill
2/14/2022		26,750		1,600		—		28,350			0.480			59,063	Power Up #8
3/8/2023		19,042		38		1,750		20,830		0.00027		77,149,592	Mast Hill
2/25/2022		23,000		—		—		23,000			0.390			58,974	Power Up #9
3/13/2023		48,912		7,685		1,750		58,347		0.00027		216,100,000	Mast Hill
3/1/2022		21,200		—		—		21,200			0.360			58,889	Power Up #9
3/21/2023		56,397		200		1,750		58,347		0.00027		216,100,000	Mast Hill
3/7/2022		19,500		—		—		19,500			0.330			59,091	Power Up #9
5/2/2023		14,235		16,486		1,750		32,471		0.00010		324,700,000	Mast Hill
3/11/2022		15,050		950		—		16,000			0.240			66,667	Power Up #9
5/3/2023		10,362		19,638		—		30,000		0.00009		333,333,333	Coventry
3/16/2022		—		2,988		—		2,988			0.201			14,863	Power Up #9
5/4/2023		10,000		—		—		10,000		0.00006		166,666,667	1800 Diagonal
3/17/2022		13,400		—		—		13,400			0.192			69,792	Power Up #10
6/28/2023		5,000		—		1,750		6,750		0.00006		112,500,000	Pacific Pier
3/21/2022		13,400		—		—		13,400			0.192			69,792	Power Up #10
6/29/2023		18,075		3,876		—		21,951		0.00006		365,858,667	1800 Diagonal
3/22/2022		13,400		—		—		13,400			0.192			69,792	Power Up #10
7/28/2023		23,300		—		—		23,300		0.00006		388,333,333	1800 Diagonal
3/24/2022		3,550		2,188		—		5,738			0.192			29,883	Power Up #10
7/28/2023		12,832		8,800		1,750		23,382		0.00006		389,700,000	Mast Hill
4/12/2022		20,100		—		—		20,100			0.192			104,688	Power Up #11
7/31/2023		15,000		—		—		15,000		0.00006		250,000,000	1800 Diagonal
4/12/2022		20,000		—		1,750		21,750			0.192			113,281	Fourth Man #12
10/16/2023		—		3,420		—		3,420		0.00002		190,000,000	Coventry
4/14/2022		19,200		—		—		19,200			0.183			104,918	Power Up #11
Total conversions		439,776		106,600		26,250		572,626				3,558,396,834
4/19/2022		4,450		2,188		—		6,638			0.165			40,227	Power Up #11
Conversion fees								(26,250	)
4/25/2022		20,000		—		1,750		21,750			0.165			131,818	Fourth Man #12
Loss on conversion		—		—		—		42,323
5/24/2022		25,000		—		1,750		26,750			0.165			162,121	Fourth Man #12
	$	439,776	$	106,600	$	26,250	$	588,699				3,558,396,834
6/9/2022		29,000		—		1,750		30,750			0.165			186,364	Fourth Man #12
7/18/2022		18,900		—		—		18,900			0.093			203,226	1800 Diagonal #1
7/21/2022		14,600		—		—		14,600			0.072			202,778	1800 Diagonal #1
7/22/2022		14,600		—		—		14,600			0.072			202,778	1800 Diagonal #1
7/26/2022		5,650		2,688		—		8,338			0.072			115,799	1800 Diagonal #1
8/10/2022		—		13,250		1,750		15,000			0.060			250,000	Mast Hill #1
8/10/2022		17,000		—		1,750		18,750			0.072			260,417	Fourth Man #12
8/18/2022		13,600		—		—		13,600			0.054			251,852	1800 Diagonal #2
9/1/2022		16,400		—		—		16,400			0.054			303,704	1800 Diagonal #2
9/1/2022		—		13,320		1,750		15,070			0.060			251,167	Fourth Man #12
9/2/2022		16,400		—		—		16,400			0.054			303,704	1800 Diagonal #2
9/6/2022		2,350		2,438		—		4,788			0.054			88,657	1800 Diagonal #2
9/7/2022		10,019		6,471		1,750		18,240			0.060			304,000	Mast Hill #1
9/16/2022		20,194		796		1,750		22,740			0.060			379,000	Mast Hill #1
9/27/2022		19,500		—		1,750		21,250			0.054			393,519	Fourth Man #13
10/17/2022		28,000		—		1,750		29,750			0.006			4,958,333	Fourth Man #13
10/17/2022		27,500		—		—		27,500			0.005			5,188,679	May Davis
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

418. LEASES

9The 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, ~~LEASES~~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 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 from 32.5 years to 4.8375 years.

4229

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~~August 1, ~~2017~~2021, ~~Simlatus~~the ~~Corp.~~company entered into a ~~standard~~commercial ~~office~~ lease for approximately 16,~~700~~547 square feet of ~~office~~ space, atlocated ~~175~~in ~~Joerschke~~the Wolf Creek Industrial ~~Drive,~~Building ~~Suite~~at A110 Spring Hill Dr, Grass Valley, CA 95945. The lease has a term of 1five ~~year~~years, from ~~February~~August 1, ~~2017~~2021 through ~~January~~July 31, ~~2018~~2026, with a monthly rent of $14,~~400~~000. On ~~February~~August 1, ~~2018~~2021, the Company ~~entered~~recorded ~~into~~ROU aassets ~~month-to-month lease with a monthly rent~~ of $1203,~~400.~~216 and ~~The~~ lease ~~was~~liabilities ~~terminated~~of $203,216 onin ~~December~~recognition ~~31,~~of ~~2021~~this lease.

On ~~March~~August 126, ~~2021~~2022, ~~BrewBilt~~the ~~Brewing~~company entered into a commercial lease with ~~Lave~~4-Corners ~~Systems~~LLC ~~for~~to ~~approximately~~establish ~~6,547~~a ~~square~~Tap ~~feet~~Room ofas ~~space,~~part ~~located in~~of ~~the~~its ~~Wolf~~brewery ~~Creek~~revenue. The ~~Industrial~~space ~~Building~~is located at ~~110~~300 Spring ~~Hill Dr~~St, ~~Grass~~Nevada ~~Valley~~City, CA ~~95945.~~95959, ~~The~~and the lease has a term of ~~two~~five years, from ~~March~~September 1, 2022 through ~~2021~~August 31, 2027. The rent is $3,000 per month from September 1, 2022 through ~~February~~December 2831, 2022, $3,500 per month from January 1, 2023 through August 31, ~~with~~2023, a$3,800 ~~monthly~~per ~~rent~~month offrom September 1, 2023 through August 31, 2024, $4,~~000.~~400 ~~Lease~~per ~~payments~~month ~~shall~~from ~~increase~~September on1, ~~March~~2024 through August 31, 2025, $4,700 per month from September 1, ~~2022~~2025 ~~based~~through ~~upon~~August ~~the~~31, ~~CPI~~2026, ~~published in~~and ~~the~~$4,914 ~~Wall~~per ~~Street~~month ~~Journal~~from September 1, 2026 through August 31, 2027. On ~~March~~September 1, ~~2021~~2022, the Company recorded ROU assets of $89212,~~567~~040 and lease liabilities of $89212,~~567 in~~040 in recognition of this lease.

OnThe ~~July~~Lease ~~18,~~Agreement ~~2021,~~requires ~~BrewBilt~~a ~~Brewing~~personal ~~terminated~~guarantee ~~its~~from ~~commercial~~Jeffrey ~~lease~~Lewis ~~with Lave Systems~~ and ~~entered~~Bennett ~~into~~Buchanan, aboth ~~new~~Director(s) ~~lease~~of ~~agreement~~the ~~with~~Company, and the ~~Jon~~Company ~~and~~agreed ~~Andrea~~to ~~Straatemeir~~issue ~~Trust. On August 1~~$300,000 ~~2021,~~in ~~the~~Series ~~company~~A ~~entered~~Convertible ~~into~~Preferred ashares ~~commercial~~each ~~lease~~to ~~for~~Mr. ~~approximately~~Lewis ~~6,547~~and ~~square~~Mr. ~~feet~~Buchanan ofas ~~space, located~~collateral infor the ~~Wolf~~personal ~~Creek~~guarantee. On ~~Industrial~~August ~~Building~~25, at2022, ~~110~~the ~~Spring~~Company ~~Hill~~issued Dr1,118 ~~Grass~~shares ~~Valley,~~of CASeries ~~95945.~~A ~~The~~Convertible ~~lease~~Preferred ~~has~~stock ato ~~term~~Jeffrey ofLewis ~~five~~and ~~years,~~Bennett ~~from~~Buchanan at ~~August~~$268.50 1,per ~~2021 through July 31~~share, ~~2026,~~for ~~with~~ a ~~monthly~~total ~~rent~~value of $4600,~~000~~366.

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, 2022
	December 31, 2023
Right-of-use assets	$	~~357~~287,~~150~~970
Current operating lease liabilities		6978,~~180~~920
Non-current operating lease liabilities		~~287~~209,~~970~~050

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

Years Ending
December 31,	Operating Leases
2023	$	91,200
2024	$	96,000
2024		96,000
2025		102,000
2026		85,256
2027		39,312
Total		~~413~~322,~~768~~568
Less imputed Interest		5634,~~618~~598
Total liability	$	~~357~~287,~~150~~970

Other information related to leases is as follows:

Lease Type		Weighted Average Remaining Term		Weighted Average Interest Rate
Operating Leases		43.2114 years		7%

~~Financing~~Finance Leases

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

On ~~December~~February 22, ~~2020~~2023, ~~Satel’s President, Richard Hylen, and~~ the Company entered into ~~two~~a ~~vehicle~~Lease ~~leases~~Agreement inwith ~~the~~American ~~amount~~Keg ofCompany ~~$19,314~~to ~~and $18,689,~~lease ~~respectively~~132 kegs. The ~~leases~~agreement ~~have~~is for a ~~term~~ period of 636 ~~years~~months, ~~from~~with ~~February~~a 5,monthly ~~2021~~payment toof ~~January~~$592. 5,At ~~2027,~~the ~~with~~end ~~monthly~~of ~~payments~~the oflease the Company will own the kegs with a $~~268~~1 ~~and~~per keg buyout. The Company recorded ROU assets of $~~260~~19,259 and ~~respectively~~lease liabilities of $19,259 in recognition of this lease.

InOn ~~connection~~April ~~with~~26, 2023, the ~~Satel~~Company ~~Group,~~entered ~~Inc.~~into ~~Settlement~~a ~~and~~Lease ~~Sale~~ Agreement, ~~dated~~with ~~July~~American 1,Keg ~~2022,~~Company ~~financing~~to lease ~~assets~~96 ofkegs. ~~$26,815,~~The ~~current~~agreement ~~financing lease~~is ~~liabilities~~for a period of $436 months,~~666,~~ ~~and~~with ~~non-current~~a ~~financing~~monthly ~~lease~~payment ~~liabilities~~ of $~~22,149~~502. ~~were~~At ~~reported~~the asend ~~non-current~~of ~~assets~~the oflease ~~discontinued operations,~~the ~~current~~Company ~~liabilities~~will ofown ~~discontinued~~the ~~operations,~~kegs ~~and~~with ~~non-current~~a ~~liabilities~~$1 ofper ~~discontinued~~keg ~~operations,~~buyout. ~~respectively,~~The onCompany ~~the~~recorded ~~December~~ROU 31assets of $16,326 and ~~2021~~lease ~~balance~~liabilities ~~sheet~~of $16,236 ~~(see~~in ~~Note~~recognition 3)of this lease.

On ~~November~~May 610, ~~2022~~2023, the Company entered into a ~~van~~Lease ~~lease~~Agreement ~~agreement~~ with anPNC ~~employee~~Equipment inFinance ~~the~~to ~~amount~~lease ofa ~~$62,086~~2023 Doosan lift truck. The ~~lease~~agreement is ~~has~~for a ~~term~~period of ~~5 years~~60 months, ~~from~~with ~~November~~a ~~2022~~monthly topayment ~~October~~of ~~2027,~~$250. At the end of the lease the Company will own the equipment with a ~~monthly~~$1 ~~payment~~buyout. The Company recorded ROU assets of $12,705 and lease liabilities of $112,~~035~~705 in recognition of this lease.

~~Financing~~On ~~lease~~September ~~assets~~20, ~~and~~2023, ~~liabilities~~the ~~related~~Company entered into a Lease Agreement with American Keg Company to ~~our~~lease ~~financing~~136 kegs. The agreement is for a period of 36 months, with a monthly payment of $600. At the end of the lease ~~are~~the asCompany ~~follows:~~will own the kegs with a $1 per keg buyout. The Company recorded ROU assets of $19,488 and lease liabilities of $19,488 in recognition of this lease.

During the year ended December 31, 2023, the Company depreciated $9,448 of the finance right of use assets.

Finance lease assets and liabilities related to our finance lease are as follows:

	December 31, 2022
	December 31, 2023
Right-of-use assets	$	5158,~~088~~330
Current financing lease liabilities		9,252
Current finance lease liabilities		19,551
Non-current financing lease liabilities		41,836
Non-current finance lease liabilities		38,779

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

Years Ending
December 31,	Finance Lease	~~Finance Lease~~
2023		$	12,417
2024	$	23,331
2024			12,417
2025		23,331
2025			12,417
2026		13,285
2026			12,417
2027		3,001
2027			10,348
2028		1,500
Total		64,448	~~60,016~~
Less imputed Interest		6,118	~~8,928~~
Total liability	$	$58,330	~~51,088~~

Other information related to the lease is as follows:

Lease Type		Weighted Average Remaining Term		Weighted ~~Average~~AverageInterest ~~Interest~~ Rate
Finance Lease		42.8388 years		7%

~~10.~~Finance ~~LOANS~~Lease ~~PAYABLE~~– Related Party

OnThe ~~October~~Company 1,evaluated ~~2017,~~the ~~Direct~~leases ~~Capital Group, Inc. agreed to cancel two convertible notes~~ in ~~the~~accordance ~~principal~~with ~~amounts~~ASC of842 ~~$25,000~~ and ~~$36,000,~~determined ~~and $6,304~~that inits ~~accrued~~leases ~~interest,~~meet ~~in exchange for a Promissory Note in~~ the ~~amount~~definition of ~~$61,000.~~a ~~The~~finance ~~note bears no interest and is due on or before October 1, 2020~~lease. ~~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 ~~May~~November 36, ~~2020~~2022, the Company, ~~was~~entered ~~granted~~into a ~~loan~~van ~~(the~~lease ~~“Loan”)~~agreement ~~from~~with ~~Bank~~an ofemployee ~~America.~~ in the amount of $7262,~~920~~086. The lease has a term of 5 years, ~~pursuant~~from November 2022 to ~~the Paycheck~~October ~~Protection~~2027, ~~Program~~with ~~(the~~a ~~“PPP”)~~monthly ~~under~~payment ~~Division~~of A$1,035. ~~Title~~During Ithe ofyear ended December 31, 2023, the ~~CARES~~Company ~~Act~~depreciated $9,252 ~~which~~of ~~was~~the ~~enacted~~right ~~March~~of ~~27,~~use ~~2020~~asset.

~~The~~Related ~~Loan,~~party ~~which~~finance ~~was~~lease inassets ~~the form of a Note dated May 3, 2020 issued by the Borrower, matures on May 3, 2022,~~ and ~~bears~~liabilities ~~interest~~related ~~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~~our nofinance ~~prepayment~~lease 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. As of June 30, 2022 and year ended December 31, 2021, the Company recorded accrued interest of $1,576 and $1,215, respectively, on the PPP loan.~~follows:

~~Pursuant to~~Schedule ~~the~~of ~~Satel~~Financing ~~Group,~~lease ~~Inc..~~assets ~~Settlement~~ and ~~Sale~~liabilities ~~Agreement,~~related ~~the~~party ~~Loan~~related ~~Payable amount of $72,920 and accrued interest of $1,576 was reclassified~~ to ~~current~~our ~~liabilities~~financing ~~of discontinued operations on the balance sheet (see Note 3).~~leases

On June 29, 2022, the Company entered into a Promissory Note with Maguire and Associates LLC in the amount of $25,000. The note bears no interest and is due on or before December 31, 2022.

	December 31, 2023
Right-of-use assets - related party	$	41,836
Current finance lease liabilities - related party		9,895
Non-current finance lease liabilities - related party		31,941

OnThe ~~October~~following 7,is ~~2022, the Company received funding pursuant to~~ a ~~promissory note in the amount of $125~~schedule,~~000,~~ ofby ~~which~~years, ~~$100,000 was received in cash and $25,000 was recorded as debt issuance fees, which will be amortized over the life~~ of ~~the~~future ~~note.~~minimum ~~The~~lease note bears interest of 10% (increases 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 ofrequired ~~$19,642.85, commencing~~under ~~on March 7, 2023 and continuing on~~ the ~~7th~~related ~~day~~party offinance each month thereafter. In addition, the Company agreed to issue 1,000,000 shares of common stock in connection with the note. As of December 31, 2022, the company has amortized $5,822 of the debt issuance fees to the statement of operations. As of December 31, 2022, the note has a principal balance of $125,000, debt issuance fees of $19,178 and accrued interest of $12,500.lease:

45Schedule of Future minimum lease payment, related party

11. DERIVATIVE LIABILITIES

Years Ending	Related Party
December 31,	Finance Lease
2024	$	12,417
2025		12,417
2026		12,417
2027		10,348
Total		47,599
Less imputed Interest		5,763
Total liability	$	41,836

~~During~~Other ~~the~~information ~~year~~related ~~ended~~to ~~December 31, 2022,~~ the ~~Company~~lease ~~valued~~is ~~the~~as 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.follows:

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

Lease Type		Weighted Average Remaining Term		Weighted Average Interest Rate
Finance Lease		3.83 years		7%

9. LOANS PAYABLE

As of December 31, 2023 and December 31, 2022, loans payable were comprised of the following:


	December 31,
	2023		2022
Auto loan		28,794		—
Promissory notes		550,000		130,822
Short term loan		9,500		14,500
Loans payable, net of discount	$	588,294	$	145,322

On January 10, 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 January 10, 2020. As of December 31, 2022, the note had a balance of $14,500, which was paid during the year ended December 31, 2023. As of December 31, 2023, the note has been fully satisfied.

On June 29, 2022, the Company entered into a Promissory Note with Maguire & Associates LLC in the amount of $25,000. The note bears no interest and is due on or before December 31, 2022. The note was secured with the issuance of 400 shares of Convertible Series A Preferred stock, valued at $107,400. On January 1, 2023, the note went into default and Maguire & Associates accepted the shares as full payment. The company recorded a gain on settlement of debt of $25,000 to the statement of operations. As of December 31, 2023, the liability has been fully satisfied.

On October 7, 2022, the Company received funding pursuant to a promissory note with Coventry Enterprises LLC 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 10% (increases 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 are due and payable in seven equal monthly payments of $19,642.85, commencing on March 7, 2023, and continuing on the 7^th day of each month thereafter. In addition, the Company agreed to issue 1,000,000 shares of common stock in connection with the note. On March 7, 2023, the Company defaulted on the note, and pursuant to the terms, the note became convertible. The company reclassed $125,000 in principal and $12,500 in accrued interest to convertible notes payable and amortized the debt issuance fees of $25,000 to the statement of operations.

On January 10, 2023, the Company entered into a Promissory Note with 1800 Diagonal Lending LLC, in the amount of $61,600, of which, $50,750 was received in cash and $10,850 was recorded as debt issuance fees, which will be amortized over the life of the note. The note bears interest of 12% (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 are due and payable in ten equal monthly payments of $6,899, commencing on March 1, 2023, and continuing on the 1^stday of each month thereafter. During the year ended December 31, 2023, the company recorded principal and interest payments of 13,798. On April 17, 2023, the note went into default due to a late filing, and pursuant to the terms, the note became convertible. The company reclassified $49,280 in principal and $5,914 in accrued interest to convertible notes payable and amortized the debt issuance fees of $10,850 to the statement of operations.

On March 3, 2023, the Company purchased a vehicle and entered into a loan agreement in the amount of $31,694, with an annual interest rate of 13.39%. The loan is for a period of 74 months with a monthly payment of $626. As of December 31, 2023, the balance on the loan is $28,794.

On July 11, 2023, the Company entered into a Promissory Note with Micah Berry in the amount of $150,000. The full balance of this note, including all accrued interest, is due and payable 183 days from the issuance date, and will accumulate interest at a rate of 8% per annum, compounded daily. The note is secured with the issuance of 1,118 shares of Series A Convertible Preferred shares with a stated value of $300,183. The Company will also pay Mr. Berry 2% of net profits generated by the BrewBilt Taproom, for 60 months, commencing upon the first day of Taproom business. The payments will be monthly and due on the first day of the following month. As of December 31, 2023, the note has a principal balance of $150,000 and accrued interest of $5,796.

On October 20, 2023, the Company entered into a Promissory Note with Peter and Kacie Callaham in the amount of $200,000. The full balance of this note, including guaranteed interest of $20,000, is due and payable on October 20, 2024. The note includes the issuance of 745 shares of Series A Convertible Preferred shares with a stated value of $200,033. The Company will also pay 2% of net profits generated by the BrewBilt Taproom, for 60 months, commencing on December 1, 2023. As of December 31, 2023, the note has a principal balance of $200,000 and accrued interest of $20,000.

On October 20, 2023, the Company entered into a Promissory Note with Richard and Catherine Beckley in the amount of $200,000. The full balance of this note, including guaranteed interest of $20,000, is due and payable on October 20, 2024. The note includes the issuance of 745 shares of Series A Convertible Preferred shares with a stated value of $200,033. The Company will also pay 2% of net profits generated by the BrewBilt Taproom, for 60 months, commencing on December 1, 2023. As of December 31, 2023, the note has a principal balance of $200,000 and accrued interest of $20,000.

During the year ended December 31, 2023, Direct Capital Group, Inc. advanced the company $19,000 and the company repaid $9,500. The remaining loan balance bears no interest and is due on demand.

10. DERIVATIVE LIABILITIES

During the year ended December 31, 2023, 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, 2023 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, 2023:

Notes

Warrants

Stock Payable

Total

Balance, beginning of period

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

50133,~~399~~397

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

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

Initial recognition of derivative liability

3950,~~463,970~~412

~~2,975,566~~—

—

6950,~~439,536~~412

Derivative settlements

(~~760~~1,~~989~~907,508

)

(~~166,394~~117

)

—

(~~927~~1,~~383~~907,625

)

Loss (gain) on derivative liability valuation

(29,~~532~~481,~~336~~916

)

(2126,~~726,174~~645

)

~~546~~1,~~280~~384,211

(410,~~712~~739,~~230~~482

)

Balance, end of period

~~329~~8,~~690~~854,510

~~133~~6,~~397~~635

13,~~935~~319,~~089~~300

212,~~398~~180,~~176~~445

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, ~~2022~~2023:

	Valuation date	~~Valuation date~~
Expected dividends	0%	0%
Expected volatility	183.59%-480.26%	~~242.28%-280.09%~~
Expected term	.09 - .73 years	~~.09 - .99 years~~
Risk free interest	4.74%-5.60%	~~4.12%-4.76%~~

Warrants

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:

	Valuation date	~~Valuation date~~
Expected dividends	0%	0%
Expected volatility	245.79%-505.6%	~~232.80%-517.58%~~
Expected term	.09 – 4.73 years	~~1.01 – 4.98 years~~
Risk free interest	3.71%-5.61%	~~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:

	Valuation date	~~Valuation date~~
Expected dividends	0%	0%
Expected volatility	275.02%-382.74%	~~256.11%~~
Expected term	1 year	~~1 year~~
Risk free interest	4.64%-5.46%	~~4.73%~~

4611. WARRANTS

~~12.~~Common ~~WARRANTS~~Stock

A summary of warrant activity for the year ended December 31, ~~2022~~2023 is as follows:

						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	$	—
Outstanding at December 31, 2022 (*)		66,817,958		$	0.530		4.83	$	—
Granted		~~67,456,898~~—			~~0.0285~~—		~~4.99~~—		—
Exercised		(~~653~~388,~~448~~563	)		—		—		—
Forfeited or expired		0—			—		—		—
Outstanding at December 31, 2022		66,817,960		$	0.5267		4.83	$	—
Outstanding at December 31, 2023		66,429,395		$	0.532		3.83	$	—
Exercisable at December 31, 2022		66,817,960		$	0.52671		4.83	$	—
Exercisable at December 31, 2023		66,429,395		$	0.532		3.83	$	—

(*) The opening shares and exercise price were adjusted to reflect a reverse split at a ratio of 1-for-300 on September ~~22,~~30 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~~0001 on December 31, ~~2022~~2023.

~~13.~~Convertible ~~RELATED~~Preferred ~~PARTY~~Stock ~~TRANSACTIONS~~– Related Parties

AsOn ofJune ~~December~~30, 312023, ~~2022~~in ~~and~~connection ~~December~~with 31a related party senior secured promissory note, ~~2021~~the Company granted 2,000 ~~related~~warrants ~~party~~exercisable ~~transactions~~into an ~~were~~equivalent ~~comprised~~number of Series A convertible preferred stock at a strike price of $100 with a contractual term of five (5) years. At issuance date, the ~~following:~~warrants have an intrinsic value of $337,000, resulting from the difference between the stated price of $268.50 and the strike price of $100.

On July 24, 2023, in connection with a related party senior secured promissory note, the Company granted 1,000 warrants exercisable into an equivalent number of Series A convertible preferred stock at a strike price of $100 with a contractual term of five (5) years. At issuance date, the warrants have an intrinsic value of $168,500, resulting from the difference between the stated price of $268.50 and the strike price of $100.

12. RELATED PARTY TRANSACTIONS

As of December 31, 2023 and December 31, 2022, related party transactions were comprised of the following:

Schedule of Related Party Transactions

	December 31,		December 31,
	2022		2021
	2023		2022
Assets
Assets:
Related party deposits	$	—	$	450,000
Financial lease assets	$	41,836	$	51,088
Related party financial lease assets	$	51,088	$	—
Current liabilities:
Current liabilities
Accrued wages	$	884,852	$	1,185,363
Related party accounts payable	$	200,593	$	—
Accrued interest on wages	$	278,677	$	233,358
Related party advances		177,517		57,858
Current finance lease liabilities	$	9,895	$	9,252
Total related party liabilities	$	378,110	$	57,858
Related party liabilities:
Related party financial lease liabilities	$	9,252	$	—
Accounts payable	$	99,439	$	200,593
Non-current liabilities
Advances		191,003		177,517
Related party financial lease liabilities	$	41,836	$	—
Note payable interest		107,025		—
Related party notes payable	$	977,396	$	—
Note payable, net of discount		320,656		—
Total related party liabilities	$	718,123	$	378,110
Non-current liabilities:
Financial lease liabilities	$	31,941	$	41,836
Notes payable, net of discount	$	1,492,396	$	977,396

~~Related~~Financial ~~party deposits and accounts payable~~lease

~~BrewBilt~~On ~~Manufacturing~~November 6, ~~Inc~~2022, ~~which~~the isCompany ~~led~~entered byinto ~~CEO~~a ~~Jef~~van ~~Lewis~~lease agreement with an employee in the amount of $62,086. isThe ~~supplying~~lease ~~all~~has ~~necessary~~a ~~equipment~~term of 5 years, from November 2022 to ~~the~~October ~~company~~2027, ~~for~~with ~~its~~a ~~craft~~monthly ~~beer~~payment ~~production~~of $1,035 (See Note 8).

~~During~~Officer ~~the years ending December 31, 2022~~ and ~~December~~Director 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.Agreements

47Jef Lewis

~~The~~On ~~Company~~January ~~anticipates~~1, 2023, the ~~remaining~~Company ~~equipment~~entered into a Directors Agreement with Jef Lewis for a term of one year. In exchange for serving in this capacity, the ~~amount~~Company ofwill issue $~~132~~150,~~992~~000 ~~will~~of beSeries ~~completed~~A ~~and~~Convertible ~~delivered~~Preferred bystock Q3at ~~2023~~a price of $268.50 per share.

~~All~~On ~~fabricated~~January ~~equipment~~1, is2023, ~~non-refundable~~the Company and Jef Lewis entered into an Employee Agreement that includes the issuance of $150,000 Preferred Series A shares, and an annual salary of $250,000. ~~Any~~Unpaid ~~equipment~~wages ~~purchased~~will byaccrue ~~BrewBilt~~interest ~~Manufacturing~~at on6% ~~behalf~~per annum and may be converted to Preferred Series A stock of the company ~~would~~at ~~potentially be~~equal ~~refundable~~value ~~based~~and onunder the ~~individual~~conversion ~~manufacturers~~guidelines ~~return~~of ~~policy~~the Certificate of designation for Preferred Series A stock.

~~Related~~On ~~party~~September ~~sales~~5, 2023, the Company accepted the resignation of Jef Lewis as the Company’s Chief Executive Officer, Secretary and Treasurer. Following his resignation, Mr. Lewis continues to serve as a member of the Company’s Board of Directors. Pursuant to the Directors Agreement, the Company will (i) compensate Mr. Lewis $36,000 per annum, and (ii) issue Mr. Lewis 559 shares of the Company’s Preferred Series A Stock with an aggregate stated value of $150,000.

~~During~~In addition, the ~~year~~Company ~~ended~~issued ~~December 31~~1,965 ~~2022,~~shares ~~BrewBilt~~of ~~Manufacturing~~the ~~purchased~~Series ~~beer~~A ~~products~~Convertible ~~from~~Preferred ~~the~~Stock ~~company~~with ~~totaling~~a stated value of $1527,~~062~~603 as payment for unpaid wages and accrued interest of $527,500 and recorded $103 to additional paid in capital.

~~Finance~~Bennett ~~leases~~Buchanan

On ~~December~~January 221, ~~2020~~2023, the ~~President, Richard Hylen, and the~~ Company entered into ~~two~~a ~~vehicle~~Directors ~~leases~~Agreement inwith ~~the~~Bennett ~~amount~~Buchanan offor ~~$19,314 and $18,689, respectively. The leases have~~ a term of 6one ~~years,~~year. ~~from~~In ~~February~~exchange 5,for ~~2021~~serving in ~~January~~this 5capacity, ~~2027,~~the ~~with~~Company ~~monthly~~will ~~payments~~issue of $~~268 and $260~~150,000 ~~respectively. Pursuant~~of toSeries ~~the~~A ~~Settlement~~Convertible ~~and~~Preferred ~~Sale~~stock ~~Agreement~~at ~~with~~a ~~Satel~~price ~~Group,~~of ~~Inc~~$268.,50 ~~the~~per ~~Company reclassified the lease asset and lease liabilities to assets and liabilities of discontinued operations on the balance sheet (see Note 3)~~share.

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 $1,035.36

On January 1, 2023, the Company and Bennett Buchanan entered into an 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 September 5, 2023, the Company appointed Mr. Buchanan, a director of the Company and the Company’s COO prior to his appointment, to serve as the Company’s Chief Executive Officer, Secretary and Treasurer. In connection with his appointment, the Company entered into an Employment Agreement with Mr. Buchanan dated September 5, 2023 (the “Employment Agreement”). Pursuant to the Employment Agreement, the Company will (i) compensate Mr. Buchanan $250,000 per annum, and (ii) issue Mr. Buchanan 559 shares of the Company’s Preferred Series A Stock with an aggregate stated value of $150,000. Unpaid salary will accrue interest at a rate of 6% per annum and may be converted into shares of the Company’s Preferred Series A Stock, which will be subject to repurchase by the Company on demand by Mr. Buchanan. The Employment Agreement has a term ending December 31, 2024, subject to the right of either party to terminate the Employment Agreement at any time on 90 days written notice.

In addition, the Company issued 1,185 shares Series A Convertible Preferred Stock with a stated value of $318,172 as payment for unpaid wages and accrued interest of $318,159 and recorded $13 to additional paid in capital.

Richard Hylen

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 Series A Convertible Preferred stock at a price of $268.50 per share.

Sam Berry

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 Series A Convertible Preferred stock at a price of $268.50 per share.

Adam Eisenburg

Accounts payable

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

During the years ended December 31, 2023 and December 31, 2022, equipment in the amount of $33,909 and $1,135,801, respectively, was completed and delivered to the Company. As of December 31, 2023 and December 31, 2022, the Company has an outstanding accounts payable balance to BrewBilt Manufacturing of $99,439 and $200,593, respectively, which has been recorded as related party liabilities on the balance sheet.

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~~2023, related parties advanced the company $9677,~~367~~976, to the ~~Company~~company repaid $64,489 ~~and~~of the ~~Company~~advances ~~made~~to related ~~payments~~parties, and imputed interest of $7634,~~746~~056 ~~to amounts~~was ~~due~~recorded to ~~related~~the ~~parties.~~statement ~~Pursuant~~of operations with a corresponding increase to ~~the~~additional paid ~~Settlement~~in ~~and~~capital. ~~Sale~~As ~~Agreement~~of ~~with~~December ~~Satel~~31, ~~Group~~2023 and December 31, ~~Inc.~~2022, the Company ~~reclassified~~has an outstanding balance owed to related ~~party~~ ~~liabilities~~parties of $~~207~~191,~~086~~003 and ~~due~~$177,517, torespectively, ~~Richard~~which ~~Hylen~~has tobeen ~~current~~recorded ~~liabilities~~as ofrelated ~~discontinued~~party ~~operations~~liabilities on the balance sheet ~~(see Note 3)~~.

~~During~~Related ~~the~~party ~~year~~notes ~~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.~~payable

~~During~~On June 30, 2023, the ~~year~~Company ~~ended~~entered ~~December~~into ~~31,~~a ~~2022,~~senior insecured ~~connection~~promissory note with ~~related~~Adam ~~party~~Eisenberg ~~advances~~in the amount of $200,000. The full balance of this note, including all accrued interest, is due and payable six months from the ~~Company~~issuance ~~recorded~~date, ~~imputed~~and will accumulate interest at a rate of ~~$32,014~~8% per annum (increases to 22% in event of default), and is compounded daily. The note is secured with the issuance of 1,490 ~~statement~~shares of ~~operations~~Series A preferred stock with a ~~corresponding~~stated ~~increase~~value toof ~~additional~~$400,000. ~~paid~~The Company recorded a deemed dividend in ~~capital~~the amount of $400,000 as the noteholder is a related party. As of December 31, 2023, the note has an accrued interest balance of $8,309.

~~Related~~The ~~party~~convertible ~~notes~~promissory ~~payable~~note ~~and~~also ~~imputed~~includes ~~interest~~the granting of 2,000 warrants convertible into an equivalent number of the Company’s Series A convertible preferred stock, at a strike price of $100 per share, immediately exercisable, with a contractual term of five years.

OnThe ~~March 31, 2022, the~~ Company ~~elected~~will ~~not~~also topay ~~renew an employee agreement with Mike Schatz and converted accrued wages and interest of $114,355 to an interest free promissory note~~Mr. ~~This~~Eisenberg ~~note~~a ~~will~~perpetual beroyalty ~~repaid~~fee ~~commencing~~set onat ~~April~~2% ~~1, 2022, in monthly installments~~ of ~~no less than $2,000 until~~ the ~~principal~~net ~~amount~~profits isgenerated ~~satisfied~~by ~~and paid in full. During~~ the ~~year~~BrewBilt ~~ended December 31~~Taproom, ~~2022,~~commencing on the ~~Company~~first ~~made~~day ~~payments~~ of ~~$12,000 and recorded imputed interest of 16,192, which was recorded to~~ the ~~statement~~Taproom ~~of operations with a corresponding increase to additional paid in capital~~business. The ~~balance~~payments atwill ~~December~~be ~~31,~~monthly ~~2022 is $102,355~~ and isdue ~~reported~~on asthe ~~non-current~~first ~~related~~day ~~party~~of ~~liabilities on~~ the ~~balance sheet~~following month.

OnThe ~~October 4, 2022, the~~ Company ~~entered~~recorded in a ~~Promissory~~total ~~Note~~amount ~~with~~of a$200,000 ~~former~~as ~~related party that is~~ a ~~holder~~debt ofdiscount ~~Convertible Preferred Series shares. The shareholder agreed~~ to ~~cancel~~the ~~3,259~~note ~~shares~~for all of ~~Convertible~~the ~~Preferred~~embedded ~~Series~~features ~~A stock~~ in ~~exchange for a Promissory Note in~~ the ~~amount~~ ofpromissory ~~$875~~note,~~042.~~ ~~The~~which is ~~Company~~presented ~~agreed to issue 87,504,150 shares of common stock~~ as ~~collateral~~an inoffset ~~the~~to ~~event~~ the ~~note~~principal isbalance ~~not~~of ~~paid by~~ the ~~due~~promissory ~~date of December 31, 2025~~note. During the year ended December 31, ~~2022~~2023, the ~~Company~~debt ~~recorded~~discount has ~~imputed~~been ~~interest~~amortized ~~of $31,645~~ to the statement of operations,. ~~with~~As a ~~corresponding~~result, ~~increase~~the tocarrying ~~additional paid in capital. The~~ balance of the note ~~at December 31, 2022~~ is $~~875~~200,~~042 and~~000 ~~is reported~~ as ~~non-current~~of ~~related~~December ~~party~~31, ~~liabilities on the balance sheet~~2023.

48On July 24, 2023, the Company entered into a senior secured promissory note with Adam Eisenberg in the amount of $100,000. The full balance of this note, including all accrued interest, is due and payable on May 24, 2024, and will accumulate interest at a rate of 8% per annum, compounded daily. The note is secured with the issuance of 745 shares of Series A Convertible Preferred stock with a stated value of $200,032. The Company recorded a deemed dividend in the amount of $200,032 as the noteholder is a related party. As of December 31, 2023, the note has an accrued interest balance of $3,569.

The convertible promissory note also includes the granting of 1,000 warrants convertible into an equivalent number of the Company’s Series A convertible preferred stock, at a strike price of $100 per share, immediately exercisable, with a contractual term of five years.

The Company will also pay Mr. Eisenberg a perpetual royalty fee set at 1% of the net profits generated by the BrewBilt Taproom, commencing on the first day of the Taproom business. The payments will be monthly and due on the first day of the following month.

The Company recorded a total amount of $100,000 as a debt discount to the note for all of the embedded features in the promissory note, which is presented as an offset to the principal balance of the promissory note. During the year ended December 31, 2023, $60,328 of the debt discount has been amortized to the statement of operations. As a result, the carrying balance of the note is $60,328 as of December 31, 2023.

On July 24, 2023, the Company entered into a senior secured promissory note with Steven Eisenberg, who is the father of director Adam Eisenberg, in the amount of $100,000. The full balance of this note, including all accrued interest, is due and payable on May 24, 2024, and will accumulate interest at a rate of 8% per annum, compounded daily. The note is secured with the issuance of 745 shares of Series A Convertible Preferred stock with a stated value of $200,032. The Company recorded a deemed dividend in the amount of $200,032 as the noteholder is a related party. As of December 31, 2023, the note has an accrued interest balance of $3,569.

Non-current 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, 2023, the Company recorded imputed interest of $15,353, which was recorded to the statement of operations with a corresponding increase to additional paid in capital. The balance at December 31, 2023 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 Donna Murtaugh, a former related party that is a holder of Convertible Preferred Series A shares. The shareholder agreed to cancel 3,259 shares of Series A Convertible Preferred stock in exchange for a Promissory Note in the amount of $875,041. 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, 2023, the Company recorded imputed interest of $131,256 to the statement of operations, with a corresponding increase to additional paid in capital. The balance of the note as of December 31, 2023 is $875,041 and is reported as non-current related party liabilities on the balance sheet.

On April 14, 2023, the Company entered into a Promissory Note with Bennett Buchanan and Rachel Diamond in the amount of $295,000, of which, $215,000 was received in cash and $80,000 was recorded as debt issuance fees, which has been amortized to the statement of operations. The note will accumulate interest at a rate of 12% per annum, compounded daily and the full balance of the note, including all accrued interest is due and payable on December 31, 2024.

The note is secured with $1,000,000 in Series A Convertible Preferred stock. The transfer agent has reserved 3,725 shares which will be issued to Mr. Buchanan in the event of default, and the company recorded $1,000,000 to Preferred convertible shares payable. The Company recorded a deemed dividend in the amount of $1,000,000 as the noteholder is a related party.

On September 20, 2023, the Company entered into a Promissory Note with Bennett Buchanan and Rachel Diamond in the amount of $165,000, of which, $150,000 was received in cash and $15,000 was recorded as debt issuance fees, which will be amortized over the life of the note. The note will accumulate interest at a rate of 12% per annum, compounded daily, and the full balance of the note, including all accrued interest is due and payable on December 31, 2024.

The note includes the issuance of 373 Preferred Series A Stock, with a stated value of $100,151. The Company recorded a deemed dividend in the amount of $100,151 as the noteholder is a related party.

On December 27, 2023, the Company entered into a replacement Promissory Note with Bennett Buchanan and Rachel Diamond in the amount of $365,000. The note replaces the promissory notes dated April 14, 2023 for $295,000 and September 20, 2023 for $165,000. The full balance of this note, including guaranteed interest of $68,328, is due and payable on June 27, 2025... Upon the extinguishment of the promissory notes dated April 14, 2023 and September 20, 2023, the remaining debt discounts were amortized to the statement of operations. The principal amount of $95,000 and accrued interest of $29,328 was forgiven as part of the debt extinguishment and were recorded to additional paid in capital. The balance at December 31, 2023 is $365,000 and is reported as non-current related party liabilities on the balance sheet.

The replacement note includes the issuance of 1,614 shares of Series A Convertible Preferred shares with a stated value of $433,359. As part of the terms of the note, 373 shares of Series A Convertible stock issued will be retired. The shares were returned on January 15, 2024, and the company recorded $100,151 as preferred shares receivable on the balance sheet as of December 31, 2023. In addition, the $1,000,000 in Series A Convertible Preferred shares reserved as collateral were cancelled by the transfer agent and a debit to preferred shares payable was recorded. The difference between the shares cancelled and the new shares issuable was recorded as a credit to additional paid in capital.

The Company will also pay 2% of net profits generated by the BrewBilt Taproom, for 120 months, commencing on February 1, 2024. In addition, the Company will pay 2% of net profits generated from any future Taproom(s) that the company opens outside of Nevada City, CA

On December 14, 2023, the Company entered into a Promissory Note with Donna Murtaugh in the amount of $150,000. The full balance of this note, including guaranteed interest of $23,250, is due and payable on June 15, 2025. The note includes the issuance of 745 shares of Series A Convertible Preferred shares with a stated value of $200,033. The Company will also pay 2% of net profits generated by the BrewBilt Taproom, for 120 months, commencing on February 1, 2024. The balance at December 31, 2023 is $150,000 and is reported as non-current related party liabilities on the balance sheet.

Other related party transactions

OnDuring ~~January~~the 1,year ~~2022,~~ended ~~the~~December ~~company~~31, ~~agreed~~2023, toJef ~~issue~~Lewis ~~186~~converted ~~Convertible~~1,211 Series A ~~shares~~Convertible ~~each~~Preferred toshares, ~~Jef~~valued ~~Lewis~~at $325,153 ~~Richard~~in ~~Hylen~~to 1,260,160,000 shares ~~Sam~~of ~~Berry,~~common ~~and~~stock. ~~Bennett Buchanan~~The ~~for~~common ~~total~~stock ~~fees~~was ofvalued at $~~200~~1,~~000~~456,522 ~~pursuant~~based toon ~~Directors~~the ~~Agreements.~~market Asprice ofon the date of ~~this~~the ~~report~~conversions, and the ~~shares~~company recorded ~~have~~a ~~not~~loss ~~been~~on ~~issued~~conversion of $1,131,369 to the statement of operations.

OnDuring ~~August~~the 25year ended December 31, ~~2022~~2023, ~~the~~Bennett ~~Company~~Buchanan ~~issued~~converted ~~1,118~~689 ~~shares~~Series ofA Convertible Preferred ~~Series~~shares, Avalued ~~stock~~at to$184,997 ~~Jeffrey~~into ~~Lewis~~1,849,965,000 shares ~~and~~of ~~Bennett~~common ~~Buchanan~~stock. The common stock was valued at $~~268.50 per~~554,990 ~~share~~based on the market price on the date of the conversion, ~~for~~and the company recorded a ~~total~~loss ~~value~~on conversion of $~~600~~369,~~366~~993 to bethe ~~guarantors~~statement of ~~the tap room lease~~operations.

~~During~~13. ~~the~~CONVERTIBLE ~~year~~PREFERRED ~~ended~~STOCK ~~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

OnDuring ~~January 25, 2011,~~ the ~~Company~~year ~~filed~~ended anDecember ~~amendment~~31, to2023, ~~its~~2,608 ~~Nevada Certificate of Designation to create~~ Series A Convertible Preferred ~~Stock,~~ shares were issued with a ~~par~~stated value of $~~0.001 and 10~~700,~~000~~248,~~000~~ ~~shares~~in ~~authorized~~connection with a promissory note.

OnDuring ~~January 3, 2017,~~ the ~~Company~~year ~~filed~~ended anDecember ~~Amendment~~31, to2023, ~~Certificate~~2,140 ~~of Designation with the Nevada Secretary of State defining the rights and preferences of the~~ Series A Convertible Preferred shares., ~~Series~~with Aa ~~Convertible~~stated ~~Preferred~~value ~~stock~~of ~~shall~~$574,590, bewere ~~convertible~~converted into 2,450,742,290 common shares at ~~the~~in ~~rate~~accordance ofwith the ~~closing market price on the day of the~~ conversion ~~notice~~terms. ~~equal~~The toissuances ~~the~~resulted ~~dollar~~in ~~amount~~a ofloss ~~the~~on ~~value~~conversion of ~~the Series A Convertible Preferred shares~~$30, ~~and holders shall have no voting rights on corporate matters~~530, ~~unless~~which ~~and~~was ~~until they convert their Series A Convertible~~recorded ~~Preferred~~to ~~shares into Common shares, at which time they will have~~ the ~~same~~statement ~~voting~~of ~~rights as all Common Shareholders have; their consent shall not be required for taking any corporate action~~operations.

OnSeries ~~April~~A ~~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.~~Stock At– ~~the~~Related 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.Parties

~~During~~On ~~the~~July ~~year ended December 31~~25, ~~2021~~2023, ~~14,192~~the ~~shares~~company ofissued 1,490 Convertible Preferred Series A ~~Preferred~~shares ~~stock~~to ~~were~~Adam ~~converted~~Eisenberg towith ~~247,252~~a ~~common~~stated ~~shares~~value of $400,065 in ~~accordance~~connection with ~~the~~a ~~conversion~~promissory ~~terms.~~note, ~~The~~and ~~issuances~~reclassified ~~resulted~~preferred instock apayable ~~loss on conversion~~ of $1400,~~759,694,~~000 ~~which~~to ~~was~~Series ~~recorded~~A toConvertible ~~the~~Preferred ~~statement~~stock ofand ~~operations~~$65 to additional paid in capital.

~~During~~On ~~the~~July ~~year ended December 31~~25, ~~2021~~2023, ~~the~~559 ~~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 17). These~~ shares were issued atto aAdam ~~value~~Eisenberg atwith ~~$149,992 and resulted in~~ a ~~gain~~stated ofvalue ~~conversion~~ of $6150,092 ~~which~~pursuant ~~was~~to ~~recorded~~a toDirectors ~~the statement of operations~~Agreement.

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 and $5,000,007 was reclassified to Series A Convertible Preferred Stock, and $7 was recorded to additional paid in capital.40

On ~~March~~July 425, ~~2022~~2023, ~~the~~745 ~~Company issued 93 shares of~~ Series A Convertible Preferred ~~stock~~shares ~~for~~were ~~$25,000~~issued into ~~advertising~~Adam ~~services~~Eisenberg ~~provided~~with bya ~~Jef Freeman.~~stated ~~The~~value ~~shares~~of ~~were valued at~~ $24200,~~971,~~032 ~~and~~in ~~$29~~connection with ~~was~~a ~~recorded~~promissory ~~to additional paid in capital~~note.

On ~~April~~August 123, ~~2022~~2023, ~~the~~745 ~~Company issued 223 shares of~~ Series A Convertible Preferred ~~stock to settle $60,000 in convertible debt. The~~ shares were ~~valued~~issued atto ~~$59,876,~~Steven ~~and~~Eisenberg with a ~~gain~~stated onvalue ~~conversion~~ of ~~debt of~~ $~~124 was recorded to the statement of operations and $78~~200,~~789~~032 in ~~derivative~~connection ~~liabilities~~with ~~were~~a ~~reclassed~~promissory ~~to additional paid in capital~~note.

On ~~June~~September 296, ~~2022~~2023, the ~~Company~~company issued ~~400~~1,965 ~~shares~~Series ofA Convertible ~~Series~~Preferred Ashares ~~Preferred~~to ~~stock~~Jef Lewis with a stated value of $527,603 ~~valued~~as atpayment for unpaid wages and accrued interest of $~~107~~527,~~400,~~500 inand ~~connection~~recorded ~~with~~$103 ato ~~promissory note~~additional paid in capital.

49On September 6, 2023, 559 Series A Convertible Preferred shares were issued to Jef Lewis with a stated value of $150,092 pursuant to a Directors Agreement.

On ~~July~~September 16, ~~2022~~2023, the ~~Company~~company issued 21,~~406~~185 ~~shares~~Series ofA Convertible ~~Series~~Preferred Ashares ~~Preferred~~to ~~stock,~~Bennett ~~valued~~Buchanan atwith a stated value of $~~646~~318,~~011,~~172 as topayment ~~Richard~~for ~~Hylen~~unpaid inwages ~~connection with~~and ~~the~~accrued ~~sale~~interest of ~~the~~$318,159 ~~company’s~~and ~~wholly~~recorded ~~owned~~$13 ~~subsidiary,~~to ~~Satel~~additional ~~Inc~~paid in capital.

On ~~August~~September 256, ~~2022~~2023, ~~the~~559 ~~Company~~Series ~~issued~~A ~~1,118 shares of~~ Convertible Preferred ~~Series~~shares Awere ~~stock~~issued ~~each~~ to ~~Jeffrey Lewis and~~ Bennett Buchanan ~~at $268.50~~with ~~per share, for~~ a ~~total~~stated value of $~~600~~150,~~366~~091 aspursuant to ~~guarantors~~an ofEmployee ~~the tap room lease~~Agreement.

On September 223, ~~2022~~2023, ~~the~~373 ~~holder~~Series ofA ~~455~~Convertible Preferred shares ofwere ~~Convertible~~issued ~~Preferred~~to ~~Series~~Bennett ABuchanan ~~stock~~with ~~agreed~~a tostated ~~cancel~~value ~~the~~of ~~shares~~$100,151 in connection with a ~~settlement~~ ~~agreement~~promissory note. ~~The~~On ~~shares~~December ~~were~~27, ~~cancelled~~2023, inthe ~~exchange~~promissory ~~for~~note awas ~~cash~~cancelled ~~payment~~and ofreplaced ~~$30,000.~~with ~~Upon~~a ~~execution~~new ofpromissory note. Pursuant to the ~~agreement~~terms, the ~~Company made~~373 ashares ~~payment~~ of ~~$10,000~~Series ~~and~~A ~~the~~Convertible ~~balance~~stock ~~of $20,000~~ will be ~~paid~~retired. inThe ~~$4,000~~shares ~~monthly~~were ~~installments~~retired ~~with~~and nocancelled ~~interest.~~subsequent ~~The~~to ~~cancelled~~the ~~shares~~year, ~~were~~and ~~valued~~as atof ~~$122~~December 31,~~168~~ 2023, ~~and~~ the company has recorded ~~a gain on settlement of debt of~~ $92100,~~168~~151 to ~~the~~Convertible ~~statement~~Preferred ofStock ~~operations~~Receivable.

On ~~October~~December 415, ~~2022~~2023, ~~the~~745 ~~Company~~Series ~~cancelled~~A ~~3,259 shares of~~ Convertible Preferred ~~stock in exchange for 87,504,150 common~~ shares ~~that~~ were issued asto ~~collateral~~Donna onMurtaugh awith ~~promissory note. The stock was valued at $1,653,828, and~~ a ~~loss~~stated value of $~~778~~200,~~787~~033 ~~was~~in ~~recorded~~connection with toa ~~the~~promissory ~~statement of operations~~note.

OnDuring ~~October~~the 21year ended December 31, ~~2022~~2023, ~~the~~Jef ~~Company~~Lewis ~~issued~~converted 1,~~118~~211 ~~shares~~Series ofA Convertible Preferred ~~stock~~shares, invalued ~~connection~~at ~~with~~$325,153 anin ~~agreement~~to ~~for~~1,260,160,000 shares ~~marketing~~of ~~advisory services~~common ~~and~~stock. ~~platform~~The ~~fees~~common ~~for~~stock awas ~~period~~valued ofat ~~one~~$1,456,522 ~~year~~based inon the ~~amount~~market ofprice ~~$300,000.~~on ~~The~~the ~~stock~~date ~~was~~of ~~valued~~the ~~at $300~~conversions,~~183,~~ and the company recorded a loss on conversion of $~~183~~1,131,369 ~~was recorded~~ to the statement of operations.

During the year ended December 31, ~~2022~~2023, ~~1,874~~Bennett ~~shares~~Buchanan ofconverted ~~Convertible~~689 Series A Convertible Preferred ~~stock~~shares, ~~were~~valued ~~converted~~at to$184,997 40into 1,~~061~~849,~~283~~965,000 shares of common ~~shares~~stock. ~~in accordance~~The ~~with~~common stock was valued at $554,990 based on the ~~conversion~~market ~~terms.~~price ~~The~~on ~~issuances~~the ~~resulted~~date inof the conversion, and the company recorded a loss on conversion of $~~398~~369,~~707,~~993 ~~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 $1315,~~493~~505,~~736~~607 which represents 5057,~~256~~749 Series A Convertible Preferred Stock at $268.50 per share, issued and outstanding as of December 31, ~~2022~~2023, outside of permanent equity and liabilities.

~~Series C~~ Convertible Preferred Stock Payable

On ~~June~~January 131, ~~2019~~2023, the ~~Company’s~~company ~~Board~~agreed ofto ~~Directors~~issue ~~authorized the creation of 45,750 shares of Series C Convertible Preferred Stock with a par value of~~ $~~0.0001~~150,000 ~~and on June 13, 2019, a Certificate~~ of ~~Designation was filed with the Nevada Secretary of State. The~~ Convertible ~~Preferred~~ Series CA ~~shall~~shares ~~have~~each ~~no voting rights as~~ to ~~corporate~~Jef ~~matters unless~~Lewis, ~~and~~Sam ~~until~~Berry, ~~they~~and ~~are~~Bennett ~~converted into common shares~~Buchanan, ~~at which~~ ~~time~~and $50,000 ~~they~~in ~~will have the same voting rights as all common stock shareholders. Convertible Preferred Series C~~ shares ~~cannot~~to beRichard ~~sold,~~Hylen ~~assigned, hypothecated,~~for ortotal ~~otherwise~~fees ~~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~~ $10500,000, ~~per~~pursuant ~~share and shall convert into common shares at the rate of the closing market price on the day of conversion notice equal~~ to ~~the~~Directors ~~dollar amount of the value of the Convertible Preferred Series C share~~Agreements. ~~At no time may the shareholder convert their shares into more than 4.99% of the issued and outstanding.~~

~~During~~On ~~the~~January ~~year ended December 31~~1, ~~2021~~2023, ~~35,583~~the ~~shares~~company ofagreed ~~Convertible~~to ~~Series~~issue ~~C Preferred stock valued at~~ $~~355~~150,~~830~~000 ~~were~~of ~~converted~~Convertible toSeries ~~2,222~~A ~~common~~ shares ineach ~~accordance~~to ~~with~~Jef ~~the~~Lewis ~~conversion~~and ~~terms.~~Bennett ~~The~~Buchanan, ~~issuances~~for ~~resulted~~total fees ~~in a gain on conversion~~ of $~~155~~300,~~830~~000, ~~which~~pursuant ~~was recorded~~ to ~~the statement~~Employee ~~of operations~~Agreements.

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.41

50On June 30, 2023, the company agreed to issue $400,000 of Convertible Series A shares to Adam Eisenberg in connection with a Promissory Note. On July 24, 2023, the company issued 1,490 shares with a stated value of $400,065 and reclassified preferred stock payable of $400,000 to Series A Convertible Preferred Stock and $65 to additional paid in capital.

OnIn ~~June~~connection 11with a Promissory Note with Bennet Buchanan dated April 14, ~~2021~~2023, the company recorded $1,000,000 to Preferred convertible shares payable which will be issued in ~~connection~~the event the note goes into default. On December 27, 2023, the promissory note was cancelled and replaced with a new promissory note. Pursuant to the ~~Merger~~terms, ~~Agreement~~the shares payable held as collateral will not be issued, and the ~~Company~~transaction was ~~eliminated~~voided. The terms of the new note include the issuance of 1,614 Series CA convertible preferred shares, which were issued subsequent to December 31, 2023, and $433,359 was recorded to Convertible Preferred Stock payable. The replacement note resulted in a $566,641 reduction to convertible preferred stock ~~class~~payable.

~~Preferred~~Convertible Preferred Stock ~~Payable~~Receivable

On ~~December~~September 2823, ~~2020~~2023, ~~the~~373 ~~Company~~Series ~~received~~A ~~resignation~~Convertible ~~letters~~Preferred ~~from~~shares ~~Baron~~were ~~Tennelle~~issued to Bennett Buchanan with a stated value of $100,151 ~~Dusty~~in ~~Vereker~~connection with a promissory note. On December 27, 2023, the promissory note was cancelled and ~~Robert~~replaced ~~Stillwaugh.~~with ~~The~~a ~~Company~~new ~~agreed~~ promissory note. Pursuant to the ~~issue~~terms, ~~Preferred~~the 373 shares of Series A Convertible stock will be retired. The shares towere ~~settle~~retired ~~unpaid~~subsequent ~~wages~~to the year, and ~~interest~~as ~~owed~~of December 31, 2023, the company has recorded $100,151 to ~~those~~Convertible ~~individuals.~~Preferred Stock receivable.

~~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~~14. ~~The~~PREFERRED 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.STOCK

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.

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. The shares have a value of $199,764, and $236 was recorded to additional 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, 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.

On 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.

AsPursuant ofto ~~December~~an ~~31,~~Employee ~~2022,~~Agreement dated September 5,~~000~~ 2023, 500 Preferred Series B ~~Preferred~~Control shares ~~were~~will ~~authorized,~~be oftransferred ~~which~~from ~~1,000~~former CEO Jef Lewis to newly appointed CEO Bennett Buchanan. The shares were ~~issued~~transferred ~~and~~on ~~outstanding~~October 26, 2023.

~~16.~~As ~~COMMON~~of ~~STOCK~~December 31, 2023, 5,000 Series B Preferred shares were authorized, of which 1,000 shares were issued and outstanding.

~~On March 8, 2021, the Company issued 778 common shares in stock based compensation, valued at $87,500.~~42

~~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~~15. ~~In addition, the Company reduced the number of authorized shares to 200,000,000~~ ~~with~~COMMON 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 33 common shares due to rounding in connection with the reverse stock split.STOCK

On ~~August~~February 31, ~~2021~~2023, the Company’ ~~Board~~filed ~~of Directors and the Majority Stockholders owning~~ a ~~majority~~Certificate of ~~the~~Amendment ~~Company’s~~with ~~voting securities, approved a resolution authorizing~~ the ~~Company~~Florida toSecretary ~~amend the Articles~~ of ~~Incorporation~~State to increase the number of authorized common ~~Common~~shares ~~Shares~~ from ~~200~~20,000,000,000 to ~~500~~30,000,000,000 ~~shares~~with ata par value of $0.0001 ~~per share~~.

On ~~August~~February 1127, ~~2021~~2023, the Company’ ~~Board~~filed ~~of Directors and the Majority Stockholders owning~~ a ~~majority~~Certificate of ~~the~~Amendment ~~Company’s~~with ~~voting securities, approved a resolution authorizing~~ the ~~Company~~Florida toSecretary ~~amend the Articles~~ of ~~Incorporation~~State to increase the number of authorized ~~Common~~common ~~Shares~~shares from ~~500~~30,000,000,000 to 1100,000,000,000 ~~shares~~with ata par value of $0.0001 ~~per share~~.

OnDuring ~~September 2, 2021,~~ the ~~Company’~~year ~~Board~~ended ofDecember ~~Directors~~31, ~~and~~2023, ~~the Majority Stockholders owning a majority of the Company’s voting securities~~68,296,141 ~~approved~~shares ~~a resolution authorizing the Company to amend the Articles~~ of ~~Incorporation~~common tostock ~~increase~~were ~~the~~purchased ~~number~~for ~~of authorized Common Shares from 1~~$24,~~000,000,000~~203 pursuant to ~~2,000,000,000~~an ~~shares~~Equity atPurchase ~~par value $0~~Agreement.~~0001 per share.~~

During the year ended December 31, ~~2021~~2023, ~~warrant~~2,140 ~~holders~~Series ~~exercised~~A ~~the~~Convertible ~~warrants~~Preferred ~~and~~shares, ~~the~~with ~~Company~~a ~~issued~~stated ~~23,093~~value ~~shares~~ of ~~common~~$574,590, ~~stock~~were ~~through a~~converted ~~cashless~~into ~~exercise~~2,450,742,290 common ofshares ~~the warrants~~ in accordance with the conversion terms. The issuances resulted in a loss on conversion of $30,530, which was recorded to the statement of operations.

During the year ended December 31, ~~2021~~2023, ~~14,192~~Jef ~~shares~~Lewis ofconverted ~~Convertible~~1,211 Series A Convertible Preferred ~~stock~~shares, ~~were~~valued ~~converted~~at $325,153 in to ~~247~~1,~~252~~260,160,000 shares of common ~~shares~~stock. inThe ~~accordance with~~common stock was valued at $1,456,522 based on the ~~conversion~~market ~~terms.~~price ~~The~~on ~~issuances~~the ~~resulted~~date inof the conversions, and the company recorded a loss on conversion of $1,~~759~~131,~~694,~~369 ~~which was recorded~~ to the statement of operations.

During the year ended December 31, ~~2021~~2023, ~~the~~Bennett ~~holders~~Buchanan ~~of convertible notes~~ converted a689 ~~total~~Series ofA ~~$877,299~~Convertible ofPreferred ~~principal~~shares, ~~$55,255~~valued ofat ~~interest, and~~ $25184,~~900~~997 ~~in note fees,~~ into ~~354~~1,~~067~~ 849,965,000 shares of common stock. inThe ~~accordance~~common ~~with~~stock ~~the~~was ~~conversion~~valued ~~terms.~~at ~~The~~$554,990 ~~issuances~~based ~~resulted~~on inthe amarket ~~loss~~ price on ~~conversion~~the date of ~~$513~~the conversion,~~973~~ and ~~settled~~the ~~$3,085,456~~company recorded ~~worth~~a ofloss ~~derivative~~on ~~liabilities~~conversion ~~which~~of ~~was~~$369,993 ~~recorded~~ to ~~additional~~the ~~paid~~statement inof ~~capital~~operations.

OnDuring ~~April~~the 5year ended December 31, ~~2022~~2023, warrant holders exercised the warrants and the Company ~~filed~~issued 73,800,000 shares of common stock through a ~~Certificate~~cashless exercise of ~~Amendment~~the warrants in accordance with the ~~Florida~~conversion ~~Secretary~~terms. ofThe ~~State~~issuance toresulted ~~increase~~in ~~the~~a ~~number~~loss on conversion of ~~authorized~~$22,066 ~~common~~and ~~shares~~settled ~~from~~$117 ~~5,000,000,000~~worth toof ~~15,000,000,000~~derivative ~~with~~liabilities awhich ~~par~~was ~~value~~recorded ofto $0additional paid-in capital.~~0001.~~

OnDuring ~~May~~the 20year ended December 31, ~~2022~~2023, the ~~Company~~holders ~~issued~~of ~~100~~convertible notes converted a total of $546,~~000~~376 of principal and interest, into 3,558,396,834 shares of common stock in accordance with the conversion terms. The issuances resulted in a loss on conversion of $42,323, including ~~valued~~fees atof $2126,~~000~~250, inand ~~connection~~settled ~~with~~$1,907,508 aworth ~~Securities~~of ~~Purchase~~derivative ~~Agreement~~liabilities which was recorded to additional paid in capital.

OnAs ~~September~~of 22December 31, ~~2022~~2023, ~~the~~100,000,000,000 ~~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~~shares, ~~2022,~~par ~~and~~value ~~the financial statements have been retroactively adjusted to take this into account for all periods presented~~$0.0001, ~~The~~were ~~Company~~authorized, ~~issued~~of which 9,~~161~~469,083,427 ~~common~~ shares ~~due~~were toissued ~~rounding in connection with the reverse~~and ~~stock split~~outstanding.

5216. INCOME TAXES

OnDeferred ~~September~~income ~~29,~~taxes ~~2022,~~are determined using the ~~Company~~liability ~~filed~~method afor ~~Certificate~~the oftemporary ~~Amendment~~differences ~~with~~between the ~~Florida~~financial ~~Secretary~~reporting basis and income tax basis of ~~State~~the Company’s assets and liabilities. Deferred income taxes are measured based on the tax rates expected to ~~decrease~~be in effect when the ~~number~~temporary ofdifferences ~~authorized~~are included in the Company’s tax return. Deferred tax assets and liabilities are recognized ~~common~~based ~~shares~~on ~~from~~anticipated ~~15,000,000,000~~future tax consequences attributable to ~~5,000,000,000~~differences ~~with~~between afinancial ~~par~~statements ~~value~~carrying amounts of $0assets and liabilities and their respective tax bases.~~0001.~~

OnThe ~~October~~deferred 4,tax ~~2022,~~asset and the ~~Company~~valuation ~~cancelled~~allowance ~~3,259~~consist ~~shares~~ of ~~Convertible~~the ~~Preferred~~following ~~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,~~December ~~and a loss of $778~~31,~~787~~ ~~was recorded to the statement of operations.~~2023:

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, 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.

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, 2022:

Schedule of Deferred tax Assets

	December 31, 2022
	December 31, 2023
Net tax loss carry-forwards	$	35,~~467~~718,~~769~~383
Statutory rate		21	%
Expected tax recovery		~~728~~1,~~231~~200,860
Change in valuation allowance		(~~728~~1,~~231~~200,860	)
Income tax provision	$	—
Components of deferred tax asset:
Non capital tax loss carry-forwards	$	728,231
Noncapital tax loss carry-forwards	$	1,200,860
Less: valuation allowance		(~~728~~1,~~231~~200,860	)
Net deferred tax asset	$	—

5343

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~~ file returns for the year ending December 31, 2018, 2019, 2020, 2021, 2022 and ~~2021~~2023 which are still open for examination.

1817. 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 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 has issued 18,622 Series A shares valued at $5,000,000.

On November 30, 2023, the Company entered into a Distribution Agreement with Mussetter Distribution for the to distribute the company’s beer products. The agreement will remain in effect until terminated by either party.

Hops Agreement

On October 4, 2023, the company entered into an agreement with Hollingbery & Son, Inc. for the purchase of hops in the amount of $31,765. A deposit of 10% is due at harvest and the remaining balance within 30 days of delivery of the product.

Director Agreements

On January 1, ~~2022~~2023, the Company entered into a ~~new~~ Directors Agreement with Jef Lewis for a term of one year. In exchange for serving in ~~this~~ this capacity, the Company will issue ~~186~~$150,000 ~~shares~~ of ~~Convertible Preferred~~ Series A Convertible Preferred 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~~2023, the Company entered into a ~~new~~ Directors Agreement with ~~Sam~~Bennett ~~Berry~~Buchanan for a term of one year. In exchange for serving in in this capacity, the Company will issue ~~186~~$150,000 ~~shares~~ of ~~Convertible Preferred~~ Series A Convertible Preferred 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~~2023, the Company entered into a ~~new~~ Directors Agreement with ~~Bennett~~Richard ~~Buchanan~~Hylen for a term of one year. In exchange for serving in in this capacity, the Company will issue ~~186~~$50,000 ~~shares~~ of ~~Convertible Preferred~~ Series A Convertible Preferred 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~~2023, the Company entered into a ~~new~~ Directors Agreement with ~~Richard~~Sam ~~Hylen~~Berry for a term of one year. In exchange for serving in this capacity, the Company will issue ~~186~~$150,000 ~~shares~~ of ~~Convertible Preferred~~ Series A Convertible Preferred 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.~~

~~Lease~~44

On July 24, 2023, the Company entered into a Directors Agreement with Adam Eisenberg for a term of one year. In exchange for serving in this capacity, the Company will issue $150,000 of Series A Convertible Preferred stock at a price of $268.50 per share. On July 25, 2023, the Company issued 559 shares of Series A Convertible Preferred stock with a stated value of $150,092.

On September 5, 2023, the Company accepted the resignation of Jef Lewis as the Company’s Chief Executive Officer, Secretary and Treasurer. Following his resignation, the Company and Mr. Lewis entered into a new Directors Agreement. Pursuant to the Agreement, the Company will compensate Mr. Lewis $36,000 per annum, and issue 559 shares of Series A Convertible Preferred stock with a stated value of $150,092.

Employee Agreements

On January 1, 2023, the Company and Jef Lewis entered into an 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 September 5, 2023, the Company accepted the resignation of Jef Lewis as the Company’s Chief Executive Officer, Secretary and Treasurer.

On September 5, 2023, the Company appointed Mr. Buchanan to serve as the Company’s Chief Executive Officer, Secretary and Treasurer. In connection with his appointment, the Company entered into a new Employment Agreement. Pursuant to the Agreement, the Company will compensate Mr. Buchanan $250,000 per annum, and issue 559 shares of Series A Convertible Preferred stock with a stated value of $150,091. Unpaid salary will accrue interest at a rate of 6% per annum and may be converted into shares of the Company’s Series A Convertible Preferred stock, which will be subject to repurchase by the Company on demand by Mr. Buchanan. The Employment Agreement has a term ending December 31, 2024, subject to the right of either party to terminate the Employment Agreement at any time on 90 days written notice.

Leases

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.

54On 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.

19. SUBSEQUENT EVENTS

Officer and Director Agreements

On January 1, 2023, the Company and Jef Lewis 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 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~~45

On ~~January~~April 1026, 2023, the Company entered into a ~~Promissory~~Lease ~~Note~~Agreement with ~~1800~~American ~~Diagonal~~Keg ~~Lending~~Company ~~LLC,~~to inlease ~~the~~96 ~~amount of $61,600~~kegs. The ~~note~~agreement ~~bears interest~~is offor ~~10%~~a ~~(increases~~period of to36 ~~22%~~months, ~~per~~with ~~annum~~a ~~upon~~monthly anpayment ~~event~~ of ~~default),~~$502. ~~which~~At isthe ~~guaranteed~~end ~~and earned in full as~~ of the ~~issue~~lease ~~date.~~the ~~The note~~Company ~~matures~~will onown ~~January 10, 2024. The principal amount and~~ the ~~guaranteed~~kegs ~~interest~~with isa ~~due and payable in ten equal monthly payments of~~ $~~6,899.20, commencing on March~~ 1, ~~2023~~per ~~and~~key ~~continuing on the 1st day of each month thereafter~~buyout.

~~Subsequent~~On ~~Stock~~May ~~Filings~~10, ~~and~~2023, ~~Issuances~~the Company entered into a Lease Agreement with PNC Equipment Finance to lease a 2023 Doosan lift truck. The agreement is for a period of 60 months, with a monthly payment of $250. At the end of the lease the Company will own the equipment with a $1 buyout.

On ~~January~~September 920, 2023, the ~~holder~~Company ofentered into a ~~convertible~~Lease ~~note~~Agreement ~~converted~~with American Keg Company to lease 136 kegs. The agreement is for a ~~total~~period of 36 months, with a monthly payment of $~~33,005~~600. At the end of ~~principal,~~the ~~interest,~~lease ~~and~~the ~~fees~~Company ~~into~~will ~~9,430,000~~own ~~shares of~~the ~~our~~kegs ~~common~~with ~~stock~~a $1 per key buyout.

On18. ~~January~~SUBSEQUENT ~~12, 2023, the holder of a convertible note converted a total of $31,750 of principal and fees into 9,071,428 shares of our common stock.~~EVENTS

55Finance Lease

On January 12, ~~2023~~2024, ~~150~~the ~~shares~~Company ofentered ~~Convertible~~into ~~Preferred~~a ~~Series~~Lease AAgreement ~~stock~~with ~~was~~Blefa ~~converted~~Kegs, ~~into~~Inc. ~~201~~to lease 156 kegs. The agreement is for a period of 36 months,~~375,000~~ ~~shares~~with a monthly payment of ~~common~~$690. ~~stock~~At the end of the lease the Company will own the kegs with a $1 per keg buyout.

OnPromissory ~~January 13, 2023, 17,078,560 shares of common stock were purchased for $13,226 pursuant to an Equity Purchase Agreement.~~Notes

On January 178, ~~2023~~2024, ~~113~~the ~~shares~~Company entered into a Promissory Note with Peter and Kacie Callaham in the amount of ~~Convertible~~$200,000. ~~Preferred~~The ~~Series~~full Abalance of ~~stock~~this ~~was~~note, ~~converted~~including ~~into~~guaranteed 15interest of $30,~~170~~000,~~250~~ is due and payable on July 8, 2025. The note includes the issuance of 745 shares of Series A Convertible Preferred shares with a stated value of ~~common~~$200,032.50. ~~stock~~The Company will also pay 2% of net profits generated by the BrewBilt Taproom, for 120 months, commencing on February 1, 2024.

On ~~January~~February 1912, ~~2023~~2024, 80the Company entered into a Promissory Note with Micah Berry in the amount of $200,000. The full balance of this note, including accrued interest of 8% per annum, is due and payable on February 12, 2025. The note includes the issuance of 1,490 shares of Series A Convertible Preferred ~~Series~~shares Awith ~~stock~~a ~~was~~stated ~~converted~~value ~~into~~of 16$400,~~523,076~~065. ~~shares~~The Company will also pay 2% of ~~common~~net ~~stock~~profits generated by the BrewBilt Taproom, for 60 months, commencing on April 1, 2024.

OnSubsequent ~~January~~Stock ~~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.~~Issuances

On January 248, ~~2023~~2024, 831,614 shares of Convertible ~~Preferred~~ Series A ~~stock~~shares ~~was~~at ~~converted~~$268.50 ~~into~~per ~~20,259,546~~share ~~shares~~were ofissued ~~common~~to ~~stock~~Bennett Buchanan and Rachel Diamond in connection with a promissory note.

On January 2415, ~~2023~~2024, 32373 shares of Series A Convertible Preferred ~~Series~~shares Aissued ~~stock~~to ~~was~~Bennett ~~converted~~Buchanan ~~into~~in ~~6,609,230~~connection ~~shares~~with ofa ~~common~~related ~~stock~~party promissory note were retired.

On January 2619, ~~2023~~2024, ~~the~~745 ~~holder~~shares of aConvertible ~~convertible~~Series ~~note~~A ~~converted~~shares aat ~~total~~$268.50 ofper ~~$27,750~~share ofwere ~~principal,~~issued ~~interest,~~to Peter and ~~fees~~Kacie ~~into~~Callaham ~~25,227,272~~in ~~shares~~connection ofwith ~~our~~a ~~common~~promissory ~~stock~~note.

On ~~January~~February 3014, ~~2023~~2024, ~~the~~1,490 ~~holder~~shares of aConvertible ~~convertible~~Series ~~note~~A ~~converted~~shares aat ~~total of~~ $~~16,443~~268.50 ofper ~~principal,~~share ~~interest,~~were ~~and~~issued ~~fees~~to ~~into~~Micah ~~17,400,000~~Berry ~~shares of~~in ~~our~~connection ~~common~~with ~~stock~~a promissory note.

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 1, 2023, the Company filed a Certificate of Amendment with the Florida Secretary of State to increase the number of authorized common shares from 20,000,000,000 to 30,000,000,000 with a par value of $0.0001.

Filing Compare · BrewBilt Brewing Co