	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2023 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from _________ to _________ Commission File No. 333-177532 KAYA HOLDINGS, INC. (Exact name of registrant as specified in its charter)
	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2024 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from _________ to _________ Commission File No. 333-177532 KAYA HOLDINGS, INC. (Exact name of registrant as specified in its charter)
	Delaware	90-0898007
(State of other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

~~915 Middle~~21218 ~~River~~St. ~~Drive~~Andrews Blvd, ~~Suite 316~~#300

~~Ft. Lauderdale~~Boca Raton, FL ~~Florida 33304~~33433

(Address of principal executive offices)

(954)-~~892~~480-~~6911~~1270

(Registrant’s telephone number, including area code)

Securities registered under Section 12(b) of the Exchange Act: None

Title of each class		Trading symbol(s)		Name of each exchange on which registered
None

Securities registered under Section 12(g) of the Exchange Act:

None

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. [ ] Yes [X] No

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 [X] No

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. [X] Yes [ ] No

Indicate by by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D.1(b). ☐ [ ]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). [X] Yes [ ] No

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

[ ] Large accelerated filer [ ] Accelerated filer

[X] Non-accelerated filer [X] Smaller reporting company

[X ] ~~emerging~~ Emerging growth company

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [ ] Yes [X] No

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. [ ]

The aggregate market value of the voting stock held by non-affiliates of the Registrant was approximately $~~1,354,515~~ 479,322.98 as of June 3028, ~~2022~~2024, based on the closing price on such date of $0.07033 of the Company’s common stock on the OTCQB tier of the over-the-counter market operated by OTC Markets Group, Inc.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. There were 2241,~~172~~572,835 shares of common stock outstanding as of April 1216, ~~2024~~ 2025.

DOCUMENTS INCORPORATED BY REFERENCE: No documents are incorporated by reference into this Annual Report on Form 10-K except those Exhibits so incorporated as set forth in the list of Exhibits set forth in Item 15 of this Annual Report on Form 10-K.

KAYA HOLDINGS, INC.

ANNUAL REPORT ON FORM 10-K FOR THE YEAR

ENDED DECEMBER 31, 2022

TABLE OF CONTENTS

		Page
Part I
Item 1.	Business.	1
Item 1A.	Risk Factors.	1122
Item 1B.	Unresolved Staff Comments.	1730
Item 1C.	Cybersecurity.	1730
Item 2.	Properties.	1730
Item 3.	Legal Proceedings.	1730
Part II
Item 5.	Market for Registrant’s Common Equity and Related Stockholder Matters.	1831
Item 6.	[Reserved]	1932
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operation.	2033
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk.	2437
Item 8.	Financial Statements and Supplementary Data.	2437
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.	2437
Item 9A.	Controls and Procedures.	2437
Item 9B.	Other Information.	2639
Part III
Item 10.	Directors, Executive Officers and Corporate Governance.	2739
Item 11.	Executive Compensation.	2940
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	3041
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	3142
Item 14.	Principal Accountant Fees and Services.	3142
Part IV
Item 15.	Exhibits and Financial Statement Schedules.	3243
Item 16.	Form 10-K Summary	3343
Signatures		3444

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Information contained in this Annual Report 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 contained principally in the sections titled “Item 1. Business,” “Item 1A. Risk Factors,” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations ” and are generally identifiable by use of the words “ may ,” “ will ,” “ should ,” “ expect ,” “ anticipate ,” “ estimate ,” “ believe ,” “ intend ” or “ project ” or the negative of these words or other variations on these words or comparable terminology.

The forward-looking statements herein represent our expectations, beliefs, plans, intentions or strategies concerning future events. Our forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that any projections or other expectations included in any forward-looking statements will come to pass. Moreover, our forward-looking statements are subject to various known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements.

Except as required by applicable laws, we undertake no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

Available Information

We file annual, quarterly and special reports and other information with the Securities and Exchange Commission (“SEC”) that can be obtained from the SEC by telephoning 1-800-SEC-0330. The Company’s filings are also available through the SEC’s Electronic Data Gathering Analysis and Retrieval System, known as EDGAR, through the SEC’s website (www.sec.gov).

As used in this Annual Report on Form 10-K (the “ Annual Report ”), the terms “ KAYS ,” “ the Company ,” “ we ,” “ us ” and “ our ” refer to Kaya Holdings, Inc. and its owned and controlled subsidiaries, unless the context indicates otherwise.

PART I

Item 1. Business.

Overview

Kaya Holdings, Inc is a holding company focusing on wellness and mental health through operations in psychedelic treatment clinics, medical and recreational cannabis, and CBD products.

In 2014, KAYS became the first US public company to own and operate a medical cannabis dispensary in the United States and ishas again ~~seeking~~broken ~~to break~~ ground with the ~~planned~~licensing and opening in August 2024 of The Sacred Mushroom™ Psychedelic Treatment Center in Portland, Oregon. KAYS ~~plans~~is tooperating ~~operate~~ The Sacred Mushroom™ as part of its Fifth Dimension Therapeutics, Inc. subsidiary (“FDT”), which also ~~plans~~intends to work cooperatively with select pharmaceutical companies to maximize the curative and therapeutic potential of psilocybin.

KAYS has approximately ten years of operational experience as a vertically integrated legal cannabis enterprise ~~and~~both isoperating ~~the first U.S. publicly traded company to operate a~~ legal marijuana ~~dispensary~~dispensaries, as well as ~~the first to vertically integrate by adding~~ cultivation and manufacturing facilities. During the ~~last~~ ten years of cannabis operations the Company has produced, distributed, and/or sold a full range of premium cannabis products including flower, oils, vape cartridges and cannabis infused confections, baked goods and beverages through a fully integrated group of subsidiaries ~~and companies~~ supporting highly distinctive brands.

In late 2019 the Company determined that US Federal cannabis legalization was not ~~something~~likely ~~that~~to ~~would~~ come to fruition anytime soon and began to explore overseas opportunities for cannabis operations. The InCompany ~~addition,~~currently wehas ~~also~~one ~~began~~retail ~~looking~~cannabis atlicense ~~opportunities~~in ~~within~~Oregon ~~the~~and ~~pending~~two ~~legalization~~medical ofmarijuana ~~Psilocybin~~production ~~treatments~~ and ~~their~~processing ~~potential therapeutic~~licenses ~~value~~in ~~for treatment-resistant mental health disorders~~Greece.

In ~~November 2020~~addition, ~~Oregon~~with ~~became~~respect ~~the first state in the United States~~ to ~~legalize and license~~ the ~~supervised~~pending ~~use~~ legalization of psilocybin, ~~and~~treatments in ~~January~~Oregon ~~2023~~and ~~they~~their ~~began~~potential ~~accepting~~therapeutic ~~licensing~~value ~~applications~~ for ~~Oregon~~treatment-resistant ~~Health~~mental ~~Authority~~health ~~(the~~disorders, ~~“OHA”)~~we ~~State~~began ~~Licensed Psilocybin Facilitators (OHA licensed professionals~~ to ~~operate~~ ~~the~~explore ~~clinics)~~opportunities ~~and also licensing for Manufacturing, Testing and the Facilitation clinics where clients can obtain Psilocybin Treatment Services. The OHA had also launched Oregon’s medical cannabis program~~ in ~~2014, giving KAYS critical experience in comprehending and complying with OHA mandates, and sets~~ the ~~stage~~psychedelic ~~for~~treatment ~~KAYS~~space ~~“First Mover Advantage”~~ in ~~the~~order ~~emerging~~to USexpand ~~psychedelic~~our ~~therapeutics industry~~business operations.

OnIn November 142020, ~~2023,~~Oregon became the ~~Company~~first ~~filed~~state ~~a license~~in ~~application with~~ the ~~OHA~~United ~~for~~States ~~the~~to ~~licensure~~legalize ofand ~~The~~license ~~Sacred~~the ~~Mushroom™,~~supervised anuse ~~approximately~~of 11psilocybin,~~000~~ ~~square~~and ~~foot psychedelic treatment center located~~ in ~~Portland~~January 2023, the Oregon ~~which~~Health Authority (the ~~Company~~“OHA”) began ~~intends~~accepting toapplications ~~operate~~for aslicenses ~~its~~for ~~flagship~~facilitators ~~psychedelic~~who ~~treatment~~would ~~facility.~~be Weauthorized ~~are~~to ~~presently~~operate inpsilocybin ~~the final~~treatment ~~stages~~clinics, ofpsilocybin manufacturing ~~licensing~~ and ~~anticipate~~testing ~~receiving~~operations ~~our~~and ~~license~~clinics ~~within~~where 30clients ~~days~~would ofbe ~~the~~able ~~date~~to ofobtain ~~this~~psilocybin ~~Report,~~treatment ~~although~~services. noThe ~~assurance~~OHA ~~can~~had bealso ~~given~~launched inlicensing ~~that~~of ~~regard.~~Oregon’s Itlegal iscannabis ~~our~~program ~~understanding~~in is2014, ~~that~~giving weKAYS ~~will~~critical beexperience ~~the~~in ~~first~~comprehending ~~US Public Company to own~~ and ~~operate~~complying ~~a US based licensed Psychedelic~~with ~~Treatment~~OHA ~~Facility~~mandates.

~~Our~~On ~~Planned Psychedelic~~December ~~Treatment~~13, ~~Facility~~2022 ~~Plan and~~the ~~KAYS~~Company formed Fifth Dimension Therapeutics ™ (“FDT”) to seek to provide psychedelic "mind care" treatments to veterans suffering from PTSD, ~~Inc.~~addicts ~~Subsidiary~~seeking to break addiction, individuals with eating disorders, and others with a wide array of treatment resistant mental health disorders.

On ~~December~~January 133, ~~2022~~2023 the ~~Company~~OHA ~~formed~~began ~~Fifth~~to ~~Dimension~~accept license ~~Therapeutics~~applications, ™allowing each entity to own and operate one (1) Psilocybin manufacturing and processing facility for the production of Psilocybin Mushrooms and derived therapeutics (“~~FDT~~Psilocybins”), toand ~~seek~~up to ~~provide~~five ~~psychedelic~~(5) ~~"mind~~Psilocybin ~~care"~~Facilitation ~~treatments~~Centers where clients would go to ~~veterans~~ingest ~~suffering~~Psilocybins and experience effects under the supervision of State Licensed Facilitators. The OHA had also launched Oregon’s ~~from~~medical ~~PTSD~~cannabis program in 2014, ~~addicts~~giving ~~seeking~~KAYS tocritical ~~break~~experience ~~addiction,~~in ~~individuals~~comprehending and complying with ~~eating~~OHA ~~disorders~~mandates. The psilocybin opportunity is a logical extension for Kaya Holdings. The purpose, customer, regulations, and ~~others~~operations, as well as our familiarity with aOregon ~~wide~~regulators, are ~~array~~synergistic ofwith ~~treatment~~our ~~resistant~~current mission, and can be leveraged within our current operational infrastructure. We anticipate being able ~~mental~~to ~~health~~respond ~~disorders~~to market demand rapidly, upon licensing. The licenses issued in Oregon are the first ever State Legal Licensing of Psilocybin Manufacturing and Treatment Centers, and KAYS is positioned to be first in line due to its operating history in Oregon.

On January 325, 2023 attorney Glenn E.J. Murphy became a founding member of the ~~OHA~~FDT ~~began~~Board toof ~~accept~~Directors. ~~license applications,~~Mr. ~~allowing~~Murphy ~~each~~has ~~entity~~agreed to ~~own~~assist ~~and~~FDT ~~operate~~with ~~one~~introductions ~~(1)~~to ~~Psilocybin~~pharmaceutical ~~manufacturing~~companies seeking data and ~~processing~~access ~~facility~~to ~~for~~psychedelic patients, as well as advising on the ~~production~~development of ~~Psilocybin Mushrooms~~intellectual ~~and~~property, ~~derived~~structure ~~therapeutics~~of ~~(“Psilocybins”)~~potential joint ventures, funding opportunities, acquisitions, and upother torelated ~~five~~endeavors. ~~(5)~~With ~~Psilocybin~~more ~~Facilitation~~than ~~Centers~~25 ~~where~~years ~~clients~~of ~~would~~experience in corporate legal practice go(including toboth ~~ingest~~ten ~~Psilocybins~~years in-house with the Henkel Group and more than 15 years in private practice), Mr. Murphy’s experience ~~effects~~has touched ~~under~~on ~~the~~most ~~supervision~~every aspect of ~~State~~intellectual ~~Licensed~~property ~~Facilitators~~practice.

~~The~~In ~~OHA~~March ~~had also launched Oregon’s medical cannabis program in 2014~~2023, ~~giving~~Bryan ~~KAYS~~Arnold ~~critical~~(our ~~experience~~longest inserving ~~comprehending~~Oregon employee) ~~and~~completed ~~complying~~the ~~with~~ OHA ~~mandates.~~certified ~~The~~ psilocybin ~~opportunity~~education isprogram aand ~~logical extension~~became ~~for~~came ~~Kaya~~one ~~Holdings.~~of ~~The~~the ~~purpose,~~first ~~customer,~~18 ~~regulations,~~program ~~and~~graduates ~~operations,~~to asobtain ~~well~~Psilocybin Facilitator ascertification ~~our~~in ~~familiarity with~~ Oregon. ~~regulators,~~Mr. ~~are synergistic~~Arnold ~~with~~also ~~our~~obtained ~~current~~a ~~mission,~~Facilitation ~~and~~License ~~can~~from bethe ~~leveraged~~OHA, ~~within~~which ~~our~~authorizes ~~current~~him ~~operational~~to ~~infrastructure.~~oversee Weup to ~~anticipate~~five ~~being~~psilocybin ~~able~~treatment ~~to respond~~facilities toand ~~market~~one ~~demand~~psilocybin ~~rapidly,~~treatment ~~upon licensing~~facility. The ~~licenses~~Company ~~issued~~expects into ~~Oregon~~enroll ~~are~~additional ~~the~~potential ~~first ever State Legal Licensing of Psilocybin~~candidates ~~Manufacturing and Treatment Centers, and KAYS is positioned to be first~~ in ~~line~~the ~~due~~program toas ~~its~~we ~~operating~~grow ~~history~~our inpsychedelic ~~Oregon~~treatment operations.

1In November, 2023, the Company filed a license application with the OHA for the licensure of The Sacred Mushroom an approximately 11,000 square foot psychedelic treatment center located in Portland, Oregon which the Company intends to operate as its flagship psychedelic treatment facility.

OnWe ~~January~~received ~~25,~~our ~~2023~~license ~~attorney~~for ~~Glenn~~our ~~E.J.~~psilocybin ~~Murphy became~~treatment afacility ~~founding~~from ~~member of~~ the ~~FDT~~OHA ~~Board~~in ofApril ~~Directors.~~2024 ~~Mr. Murphy has agreed to assist FDT with introductions to pharmaceutical companies seeking data~~ and ~~access~~began toproviding ~~psychedelic~~treatments ~~patients,~~in asSeptember ~~well as advising on the development of intellectual property, structure of potential joint ventures, funding opportunities, acquisitions, and other related endeavors~~2024. ~~With~~It ~~more~~is ~~than~~our 25understanding ~~years~~is ofthat ~~experience~~we inare ~~corporate~~the ~~legal practice~~first ~~(including~~US ~~both~~Public ~~ten~~Company ~~years~~to ~~in-house~~own ~~with the Henkel Group~~ and ~~more~~operate ~~than~~a 15US ~~years~~based inlicensed ~~private~~Psychedelic ~~practice),~~Treatment MrFacility. ~~Murphy’s experience has touched on most every aspect of intellectual property practice.~~

OnIn ~~March~~April 132025, ~~2023,~~we ~~Bryan~~suspended ~~Arnold~~payroll ~~(one of KAYS Vice Presidents and its longest serving Oregon Employee) completed his OHA Certified Psilocybin Education through the Changra Institute and became one of the first eighteen graduates~~ to ~~obtain~~our ~~Psilocybin Facilitator certification in the State of Oregon. Bryan’s Facilitation~~employees ~~License~~due ~~application has been approved by the OHA, and he now may oversee up~~ to ~~five~~capital ~~(5)~~constraints ~~Psilocybin Treatment Facilities~~ and upwe toare ~~one (1)~~evaluating ~~Psilocybin Production Facility. Additionally,~~ the ~~Company~~operational ~~expects~~structure toof ~~enroll additional potential licensee candidates within~~ the ~~coming months~~facility ~~to bolster its ranks of OHA Licensed Psilocybin Facilitators as it moves forward~~ with ~~plans~~a view to ~~open~~restructuring ~~its~~operations ~~first Psychedelic Treatment~~in ~~Center,~~order ~~subject~~ to ~~completion~~generate ofgreater ~~financing and regulatory approvals~~revenues.

On November 14, 2023 the Company filed a license application with the OHA for the licensure of The Sacred Mushroom™, an approximately 11,000 square foot psychedelic treatment center located in Portland, Oregon which the Company intends to operate as its flagship psychedelic treatment facility. We are presently in the final stages of licensing and anticipate receiving our license within 30 days of the date of this report. Our understanding is that we will be the first US Public Company to own and operate a US based Psychedelic Treatment Facility.1

The Science of Psilocybin and Treatment Resistant Mental Health Issues

Growing evidence suggests that psychedelics act on the brain’s default network, or those regions of the brain that remain active when your brain is not engaged in active tasks. The default network provides a “framework” for the brain’s activity, providing structure and making order of all that is happening in the cortex and keeping external neurological information (delivered via our senses) distinct from internally generated activity (thoughts, emotions, and memory).

Psychedelics seem to suppress the default network, relaxing the separation of our senses, memories, thoughts, and emotions, and enabling each to influence each other more easily. This ability to break down the brain’s “framework” has led to a focus on psychedelics as a groundbreaking opportunity to address a wide range of mental health disorders.

Psilocybin, a naturally occurring compound found in “magic mushrooms”, is one of an emerging class of psychedelic medicines that contain potent psychoactive chemicals that can serve to affect human perception, emotions, and other cognitive functions. Psychedelic medicines have been found to have ground-breaking potential in treating a range of physical and mental disorders including anxiety and panic disorder, resistant depression, opiate addiction, adult attention deficit hyperactivity disorder (“ADHD”), post-traumatic stress disorder (“PTSD”), and acute and chronic pain.

A 2020 study in the Journal of the American Medical Association Psychiatry found that 71% of the patients with severe, previously treatment-resistant depression, showed “clinically significant improvement” that lasted at least four weeks and with “low potential” for addiction after treatment with Psilocybin. Speaking on the study one of the study’s co-authors, Alan Davis, a neuroscience researcher at Ohio State University and adjunct professor at the Johns Hopkins Center for Psychedelic and Consciousness Research stated, “I would say at this stage the research is showing that in safe settings, this provides relief from debilitating mental health problems for some people.”

It is estimated that approximately 46.5 million American adults (18%) battle an anxiety disorder such as Post Traumatic Stress Disorder (PTSD) and Panic Disorders, 24.5 million American adults (9.5%) suffer from depressive illness (with someone committing suicide every 40 seconds), 17.3 million American adults (6.7%) have been diagnosed with Alcohol Use Disorder, 18.3 million American adults (7.1%) are considered drug dependent, and 11.4 million American women (8.5%) and 3 million American men (2.5%) struggle with an eating disorder. All of these difficult to treat mental health disorders have been shown by research to be aided by psychedelic treatment.

ItCompanies issuch ~~estimated~~as ~~that 46~~Compass Pathways,~~494,000~~ ~~American~~ATAI ~~adults~~Life ~~(18%)~~Sciences, and ~~battle~~Cybin anare ~~anxiety~~engaged ~~disorder~~in ~~such~~developing assynthetic ~~Post~~versions ~~Traumatic~~of ~~Stress~~psilocybin ~~Disorder~~ and psilocin (~~PTSD)~~the ~~and~~active ~~Panic~~ingredient ~~Disorders,~~in ~~24,538,500~~“magic ~~American~~mushrooms”) to ~~adults~~offer ~~suffer~~as ~~from~~breakthrough ~~depressive~~therapies ~~illness~~for (9treatment resistant mental health disorders.~~5%)~~ ~~(with~~As ~~someone~~a ~~committing~~“Delivery ~~suicide~~of ~~every~~Treatment” ~~40 seconds)~~provider, it ~~17,306,100~~is ~~American~~expected ~~adults~~that ~~(6.7%)~~The ~~have~~Sacred ~~been~~Mushroom™ ~~diagnosed~~and ~~with~~similar ~~Alcohol~~facilities ~~Use~~will ~~Disorder,~~be ~~18,339,300~~the ~~American~~safe ~~adults~~environment ~~(7.1%)~~needed ~~are~~for ~~considered~~these emerging pharma-based ~~drug~~psychedelic ~~dependent~~treatments. As these companies endure the costly, ~~and~~time 11consuming,~~416,860~~ ~~American~~and ~~women~~unpredictable ~~(8.5%)~~path ~~and~~to 3FDA approval,~~099,600~~ ~~American~~we ~~men~~believe ~~(2.5%)~~that The ~~struggle~~Scared ~~with~~Mushroom anwill ~~eating~~establish ~~disorder.~~its ~~All~~position ofas ~~these difficult~~a toleader ~~treat~~in ~~mental~~the ~~health~~delivery ~~disorders~~of ~~have~~psychedelic ~~been~~care, ~~shown~~offering bymore ~~research~~immediate torelief befor ~~aided~~people with bypressing ~~psychedelic~~mental ~~treatment~~health conditions.

~~Companies~~KAYS ~~such~~believes asthat ~~Compass~~its ~~Pathways,~~facility ~~ATAI~~offers ~~Life~~a ~~Sciences,~~superior ~~and~~setting, ~~Cybin~~broader ~~are~~activity ~~engaged in developing synthetic versions of psilocybin~~ and ~~psilocin (the active ingredient in “magic mushrooms”) to offer as breakthrough therapies for~~ treatment ~~resistant~~options ~~mental~~with ~~health~~pricing ~~disorders.~~at Asor anear ~~“Delivery of Treatment” provider, it is expected that The Sacred Mushroom™ and similar facilities will be~~ the ~~safe~~lower ~~environment needed for these emerging pharma-based psychedelic treatments. As these companies endure the costly~~range, ~~time~~thereby ~~consuming,~~enabling ~~and~~us ~~unpredictable path~~ to ~~FDA~~deliver ~~approval,~~a wesuperior ~~believe that~~treatment ~~The~~experience ~~Scared~~at ~~Mushroom~~a ~~will~~much ~~establish~~lower ~~its~~price ~~position~~than ~~as a leader in~~ the ~~delivery of psychedelic care~~competition, ~~offering~~while ~~more~~still ~~immediate~~achieving ~~relief for people with pressing mental health conditions~~profitability.

~~The Sacred Mushroom™ Psychedelic Treatment Facility~~2

The Sacred Mushroom™ ~~(TSM),~~ ~~currently under development in Portland, Oregon, is the Company’s expertly crafted~~ Psychedelic ~~Treatment~~ ~~Facility. TSM provides guests~~Treatment ~~access to psilocybin treatments in a spacious, comfortable, carefully controlled environment under licensure by the OHA (OHA).~~Facility

~~The~~It ~~Sacred~~has ~~Mushroom™~~been isshown ~~seven~~that ~~floors~~Set ~~above~~and ~~the city~~Setting ofare ~~Portland,~~the ~~with~~keys ~~panoramic~~to ~~views of~~ the ~~city~~successful psilocybin ~~skyline and Mount Hood~~journeys. ~~The~~(Set ~~Sacred~~as ~~Mushroom™~~in ~~has approximately 11~~mindset,~~000~~ sqSetting ~~ft. and~~as ~~will~~in ~~provide~~the ~~guests~~place). ~~with~~With ~~access~~this toin ~~private treatment rooms~~mind, ~~group~~the ~~session~~curators ~~areas,~~at ~~and~~The ~~activity~~Sacred ~~zones~~Mushroom™ ~~with~~(“TSM”) carefully ~~movement,~~considered ~~listening~~every ~~stations, journaling~~detail ~~chairs,~~to ~~and~~enable ~~art~~an ~~expression~~extraordinary ~~for~~setting. ~~distinctive,~~TSM ~~effective,~~provides ~~and~~guests ~~positive~~access to psilocybin treatments. ~~The~~in ~~setting~~a ~~and space are designed~~spacious, tocomfortable, ~~deliver~~carefully ~~the~~controlled ~~ultimate~~environment inunder ~~safe,~~licensure ~~comfortable,~~by ~~and~~the ~~relaxing~~OHA ~~psychedelic treatments~~(OHA).

~~Industry~~Situated in downtown Portland in Old Chinatown, The Sacred Mushroom™ ~~Treatment~~is ~~Models~~less than 30 minutes from Portland International Airport (PDX) and conveniently accessible by public transportation. The Sacred Mushroom™ is seven floors above the city of Portland, with panoramic views of the city skyline and Mount Hood. The Sacred Mushroom™ encompasses approximately 11,000 sq ft. and provides guests with access to private treatment rooms, group session areas, and activity zones with movement, listening stations, journaling chairs, and art expression for distinctive, effective, and positive psilocybin treatments. The setting and space are designed to deliver the ultimate in safe, comfortable, and relaxing psychedelic treatments.

AWith ~~recently~~peaceful ~~published report on psilocybin treatment prices in Oregon showed that initial prices for one facility range from $300 for a group microdose session to $3~~gardens,~~500~~ ~~for~~engaging ansensory ~~individual high-dose session~~areas, ~~with~~and ~~another~~comfortable ~~facility pricing~~seating ~~first-time~~everywhere, ~~full~~every ~~dose~~inch ~~treatments~~of atour ~~$15~~11,000 ~~(these~~square ~~prices~~feet dohas ~~not~~been ~~include~~designed ~~the~~with ~~cost~~your ~~of the~~ psilocybin, ~~which~~journey ~~can~~in ~~run from $300 to $500)~~mind.

3In April 2025, we suspended payroll to our employees due to capital constraints and we are evaluating the operational structure of the facility with a view to restructuring operations in order to generate greater revenues.

~~KAYS~~View ~~expects its~~from ~~facility~~The toSacred ~~offer~~Mushroom™ a- ~~superior~~Mount ~~setting, broader activity and treatment options, integrated cultivation and processing,~~Hood ~~and~~can ~~accessible~~be ~~pricing, thereby enabling us to deliver a superior treatment experience at a much lower price than the competition, while still achieving profitability~~seen

~~View~~above ~~from~~the ~~The~~Portland, ~~Sacred Mushroom™~~Oregon -skyline ~~Mount~~from ~~Hood~~our ~~can~~7th floor ~~be seen~~facility.

~~above the Portland, Oregon skyline from our 7th floor facility.~~3

~~$700,000+~~Entrance ~~Institutional Investment in Fifth Dimension Therapeutics~~ and ~~Kaya Holdings~~Reception

OnA ~~June~~warm ~~12,~~and ~~2023~~welcoming ~~the~~entrance ~~Company~~with ~~received~~plants $350,000 as a first installment for a working capital loan from CVC International Ltd., an institutional investor that has provided substantial fundings to the Company over the past ten years. The debt carries an interest rate of 10% annually. Additionally, on October 6, 2023 the Company received a second installment of $150,000 on the same terms, bringing the total working capital loan to $500,000.everywhere

In consideration for CVC extending the loan to the Company (as well as all other substantial financial assistance provided to the Company over the past ten years) , the Company transferred to CVC ten Series A Preferred shares of stock in Fifth Dimension Therapeutics, Inc. (“FDT Preferred Shares”) which are convertible into a total of 10% of the shares of FDT Common Stock (“FDT Common Shares”), taking into account the current FDT Common Shares that are outstanding and ~~conversion~~engaging ofimages ~~any~~projected ~~other~~onto ~~FDT Preferred Shares outstanding at~~ the ~~time of conversion~~wall. ~~This resulted in a change of the Company’s ownership of FDT from 75% to 65%.~~

Additionally, on January 23, 2024, the Company received $61,200.00 and on March 12, 2024,the Company received an additional $150,000 in capital from the Institutional Investor as part of a private placement.4

~~KAYS~~Psilocybin ~~is moving to first establish a Psychedelic Treatment~~Administration/Integration Center in Oregon, but is also keeping abreast of developments in other states such as California, Colorado, Hawaii and Washington as well as international locations such as Australia to locate Psychedelic Treatment Centers as regulations unfold.Area

~~Success~~A oflarge ~~our~~inviting ~~business~~room ~~plan~~with ~~including~~video ~~the~~conferencing ~~launch~~and ofcomforting ~~“The Sacred Mushroom™” Psychedelic Treatment Centers depends on many factors including on final Oregon Health Authority (“OHA”) licensing and receipt of final financing from our investors~~amenities.

The ~~Global Psilocybin~~East ~~and~~Room ~~Psychedelic~~Group ~~Medicine Industry~~Areas

~~Insight~~A ~~Ace~~Serenity ~~Analytic, an~~Fountain ~~industry~~greets ~~research~~our ~~firm,~~guests ~~reports~~as ~~that~~they ~~the global psychedelic therapeutics market was valued at US$ 3.61 billion in 2021, and estimates~~enter the ~~market~~East ~~will~~Room ~~reach~~Group ~~US$ 8~~Area.31 billion by 2028, with a CAGR of 13.2% during the forecast period of 2022-2028. Other market estimates include the research firm Research & Markets’ estimate that the psychedelic drugs market will reach US$ 10.75 billion by 2027.

As reported in the Wall Street Journal, Venture Capitalist Brom Rector of Empath Ventures sees Psychedelics as … “a traditional biotech play, with a high probability of failure but a potential upside of 10, 20, maybe 50 times.” Additionally, he sees many of the infrastructure companies for the industry as having a lot higher probability of becoming cash flow positive.6

~~While~~Sitting ~~Oregon~~areas ~~is currently the only State that has legalized Psilocybin for medical use~~ with acarefully ~~regulatory~~selected ~~framework in place to issue licenses for their manufacture~~ and ~~sale, Denver Colorado, Santa Cruz and Oakland, California, Ann Arbor, Michigan, Washington D.C., and Seattle, Washington have all~~spaced ~~decriminalized~~plants ~~small~~allow ~~quantities. Other activity in the U.S. include:~~for

§both ~~The~~privacy ~~Connecticut~~and ~~legislature~~flow ~~has~~through ~~begun the process toward legalizing Psilocybin centers for the treatment of veterans~~connectivity. ~~Many veterans’ groups are advocating making psychedelic treatments available for veterans, particularly those with PTSD.~~

§ Texas, Utah, Maryland, and Washington State have set up task forces to study the medical use of psilocybin and have funded research to explore the effects of psilocybin on certain mental health conditions.7

§A ~~Colorado~~large ~~and~~kitchen ~~California~~area ~~have~~allows ~~ballots~~for ~~initiatives~~a ~~pending~~comfortable café ~~that would legalize psilocybin~~setting.

~~§ The New Jersey senate is considering a bill that would legalize psilocybin to treat certain disorders.~~8

~~Internationally:~~Stunning views of Downtown Portland and Mount Hood from the café Area.

~~§ The Canadian government has been sued by an advocate group to force the legalization of psilocybin and other psychedelics.~~9

§The ~~Australia’s~~West ~~medicines~~Room ~~regulator,~~Activity ~~the~~& Garden ~~Therapeutic Goods Administration, has down-scheduled MDMA and Psilocybin for controlled clinical used as part of psychotherapy in clinical settings.~~Areas

§Our ~~Psilocybin~~West isWing ~~legal to possess, sell, transport, and cultivate in Bahamas, Jamaica, Brazil, Nepal, Netherlands (only as a truffle), and Samoa. Possession of psilocybin~~ is ~~legal~~centered inaround ~~Austria,~~an ~~British~~indoor ~~Virgin~~garden that ~~Islands,~~“brings ~~Spain,~~the ~~and~~outdoors ~~Portugal.~~in”

5affording our guests the ultimate in psilocybin journey experiences.

~~Cannabis Operations~~10

~~Kaya™~~Garden ~~Family~~areas ofcomplete ~~Brands~~with grass mat seating merge with sitting areas

~~During the last 10 years of cannabis operations the Company has produced, distributed,~~ and~~/or~~ ~~sold~~high-resolution awall full range of premium cannabis products including flower, oils, vape cartridges and cannabis infused confections, baked goods and beverages through a fully integrated group of subsidiaries and companies supporting highly distinctive brandsprojections.

~~Kaya Farms™ Cannabis~~11

~~The~~As ~~Company~~with ~~has~~the ~~developed~~East ~~its~~area, ~~own~~stunning ~~proprietary Kaya~~views ~~Farms™ strains~~ of ~~cannabis, which it has grown and produced at the various medical and recreational grows that the Company~~Downtown ~~has~~Portland ~~previously~~abound ~~operated and maintained over the past ten years~~ in ~~Oregon.~~this ~~Additionally,~~area ~~KAYS has produced a full line~~ of ~~cannabis concentrates and extracts which it has initially produced through third party manufacturers and marketed at~~ the ~~Kaya Shack Stores, along with the very popular Kaya Buddies line of strain specific cannabis cigarettes~~facility.

The Company currently maintains an extensive genetic library of seeds for top strains of cannabis that it has assembled from its own grow operations and other commercial sources which it intends to utilize to launch international grow operations in Greece and elsewhere.12

6Areas dedicated to yoga and body movement, as well as spaces for art expression

~~Kaya~~and ~~Buddie™~~journaling ~~Strain~~allow ~~Specific~~guests ~~Cannabis~~to ~~Cigarettes~~pursue different activities.

In 2016 the Company introduced a signature line of strain-specific pre-rolled cannabis cigarettes branded as “Kaya Buddies™”. Kaya Buddies™ cannabis cigarettes have been very well received by medical patients and recreational users. The brand, marketed under the tagline “Buds with Benefits”, features over 50 different strains of high quality cannabis and proprietary specialty blends.13

~~Kaya~~Private ~~Brands~~Treatment ~~International~~Rooms

In 2019 KAYS formed Kaya Brands International, Inc. (“Kaya International” or “KBI”), to leverage its experience and expand into worldwide cannabis markets. KBI’s current initiative includes Greece, with additional areas under consideration.14

~~Kaya~~Comfort ~~Farms~~focused ~~Greece~~rooms with adjustable beds, seating, and a wide range of amenities

We have selected Greece as the center of our European market activity because of its amenable cannabis regulations, favorable climate, affordable, capable workforce, and the country’s position as a major pharmaceutical center in Europe. As an EU nation Greece opens up the entire European market (where legal) to KAYS flower and oils, and as permitted, the KAYS portfolio of brands.15

On January 11, 2021, through a majority owned subsidiary of KBI, Kaya Farms Greece (or “KFG”) and Greekkannabis (“GKC”, an Athens based cannabis company) executed an agreement for KBI to acquire 50% of GKC. The ~~first~~United ~~25%~~States ~~was~~Psilocybin ~~acquired in January, 2021~~ and ~~the remaining 25% was acquired in July, 2021. GKC’s~~Psychedelic ~~projects~~Medicine ~~include two medical cannabis cultivation and processing projects in Greece- one in Epidaurus, Greece and the other in Thebes, Greece.~~Industry

~~GKC~~Oregon ~~has~~and aColorado ~~development~~are ~~license~~currently ~~from~~ the ~~Greek~~only ~~authorities~~two states that ~~was~~have ~~originally~~legalized ~~issued~~Psilocybin asfor ~~part~~use ofwithin a ~~plan~~regulatory ~~purchase and develop 15 acres in Thebes, Greece as a large-scale cultivation production and processing project~~framework. ~~However, GKC has elected to hold off on acquiring the land until such time as European cannabis demand warrants the investment required to develop the project.~~

~~Additionally,~~Oregon onis ~~November~~the 8,most ~~2021~~mature ~~KAYS/KBI~~market ~~through~~but Colorado is moving aclosely ~~majority~~behind ~~owned~~it ~~subsidiary~~and is in process of ~~KBI~~licensing ~~(Kaya~~facilitators ~~Farms~~and ~~Greece~~As orof ~~“KFG”)~~the ~~executed~~date anof ~~agreement~~this tofiling ~~acquire~~Colorado ~~50%~~has completed their licensing framework for Psilocybin Access and is in process of ~~Greekkaya,~~processing applications and licensing Colorado Psilocybin Facilitators in a ~~second~~framework ~~medical~~similar ~~Cannabis~~to inthe ~~Epidaurus~~Oregon Model. The Sacred Mushroom is working with a Portland, ~~Greece~~Oregon training program that is approved by the Colorado Psilocybin Licensing Program, and is utilizing The Sacred Mushroom’s Psilocybin Service Center as a practicum site for the completion of facilitator training prior to licensing.

7There are four steps to the psilocybin therapeutic model in Colorado: assessment, preparation, administration and integration. First, an interested participant will go through a screening process to determine if they are a good fit for psychedelic therapy and the type of facilitator they would work best with. The participant then meets with their facilitator to learn about the administration process, set goals for their session and develop a safety plan.

~~Kaya~~Then, ~~Kannabis-~~the ~~Epidaurus~~facilitator will administer psilocybin at a licensed service center, ~~Greece~~overseeing ~~Project~~the session and supporting the participant throughout. An administration session can last five hours or longer. The participant will meet with their facilitator again after their session to “integrate insights and learnings from the psilocybin experience into daily life” and make plans for future support needed.

~~Site~~Participants ofwill ~~Epidaurus~~primarily ~~Land~~take psilocybin at a healing center, but the law will also permit clinical facilitators to offer psilocybin services at their existing practice, a retreat model where participants may stay overnight and reflect on their experiences for several days, and at-home administration with additional safety measures in place.

~~GKC~~In ~~plans~~addition to ~~cultivate~~Oregon and ~~manufacture~~Colorado, ~~KAYS~~California ~~proprietary~~and Washington ~~cannabis~~State ~~brands (CBD/THC)~~are ~~from~~moving towards the ~~Epidaurus~~same ~~Project~~type ~~for~~of ~~distribution~~license inusage ~~the Greek~~framework, ~~German~~ and other EUstates ~~markets~~have approved decriminalization, currently allow medical research or have legislation in different stages of progress as ~~permitted~~denoted byin ~~local~~the ~~regulations.~~table below:

~~Interior View- KAYS’ Epidaurus Project with 50K square feet of already constructed buildings.~~16

8Current psychedelic legal status by state State Legal status Alabama No state legislation Alaska Active legislation in progress Arizona Inactive/failed legislation attempts Arkansas No state legislation California Local reforms to support decriminalization Colorado Legalized Connecticut Medical research/trials ongoing Delaware No state legislation Florida Inactive/failed legislation attempts Georgia Inactive/failed legislation attempts Hawaii Medical research/trials ongoing Idaho No state legislation Illinois Active legislation in progress Indiana Active legislation in progress Iowa Inactive/failed legislation attempts Kansas No state legislation Kentucky Medical research/trials ongoing Louisiana No state legislation Maine Active legislation in progress Maryland Medical research/trials ongoing Massachusetts Local reforms to support decriminalization Michigan Active legislation in progress Minnesota Medical research/trials ongoing Mississippi No state legislation Missouri No state legislation Montana Inactive/failed legislation attempts Nebraska No state legislation Nevada Medical research/trials ongoing New Hampshire Inactive/failed legislation attempts New Jersey Reduced penalty New Mexico Judicial exceptions New York Active legislation in progress North Carolina Active legislation in progress North Dakota No state legislation Ohio Inactive/failed legislation attempts Oklahoma No state legislation Oregon Legalized Pennsylvania Inactive/failed legislation attempts Rhode Island Inactive/failed legislation attempts South Carolina No state legislation South Dakota No state legislation Tennessee No state legislation Texas Medical research/trials ongoing Utah Medical research/trials ongoing Vermont Active legislation in progress Virginia Inactive/failed legislation attempts Washington Medical research/trials ongoing West Virginia Inactive/failed legislation attempts Wisconsin No state legislation Wyoming No state legislation

~~The~~Source: ~~Epidaurus~~Psychedelic ~~Project~~legalization ~~consists~~& ofDecriminalization 2Tracker ~~connected~~from ~~industrial~~Psychedelic ~~buildings (already constructed~~Alpha, ~~approximately~~which ~~50,000~~collaborated ~~square feet in total under-air space) situated on 2.8 acres of land,~~ with ~~its~~UC ~~own independent~~Berkley ~~industrial~~Center ~~electrical~~for ~~power center and ample water supply to service~~ the ~~needs~~Science of ~~the~~Psychedelics ~~facility. The Epidaurus Project will include 25,000 square feet of indoor cannabis cultivation, a 15,000 square foot EU-GMP extraction~~ and ~~processing~~Calyx ~~facility,~~Law ~~and a 10,000 square foot EU-GMP packing area. There is ample room for expansion with room~~ to ~~construct~~provide anthis ~~additional 15,000 square feet on site. The joint venture is awaiting project financing and final license approval from Greek government authorities.~~data

Neither of the two subject Greece properties are currently owned or optioned by GKC or its operating subsidiaries, but the land for the potential project in Epidaurus is owned by one of our Greek partner’s families and the land in The bes is currently available for purchase or option(https://psychedelicalpha. The Company believes it could acquire either of the properties once funding and market conditions allow. Alternatively, both licenses are in good order, and can be transferred to a new location pending Greek Government approval.com/data/psychedelic-laws)

~~Sale of Lebanon, Oregon Farm Property and Salem, Oregon Cannabis Dispensary~~17

OnCannabis February 28, 2023 the Company concluded the sale of a a 26-acre parcel in Lebanon, Linn County, Oregon that it had previously purchased for $510,000 as part of our focus on moving our cannabis operations overseas. We sold the Property for a price of $769,500, less commissions and customary closing costs and repayment of loans against the transaction. After such repayments, the Company realized net proceeds of approximately $302,000.Operations

OnKaya™ ~~April~~Family ~~21, 2023 the Company concluded the sale~~ of its Salem Retail Cannabis Store (“Store 2”) for $210,000, less a 6% closing commission and minor closing expenses. After these expenses and paying $75,000 to resolve three non-performing store leases in South Oregon, the Company netted $118,900.Brands

~~The~~During ~~Company utilized~~ the ~~net~~last ~~proceeds~~10 years of ~~approximately~~cannabis operations ~~$420~~the Company has produced,~~000~~ ~~from~~distributed, ~~both~~and/or ~~the~~sold ~~sale~~a full range of ~~the~~premium ~~Property~~cannabis ~~and~~products ~~Store~~including 2flower, ~~for~~oils, ~~general~~vape ~~working~~cartridges ~~capital~~and cannabis ~~including~~infused ~~the~~confections, ~~development~~baked ofgoods ~~its~~and ~~planned~~beverages ~~Oregon~~through ~~psilocybin business~~a ~~and~~fully ~~development~~integrated group of ~~its~~subsidiaries ~~international~~and ~~projects~~companies supporting highly distinctive brands.

~~Closure~~The Company currently maintains an extensive genetic library of ~~Portland,~~seeds ~~Oregon~~for ~~Cannabis~~top ~~Dispensary~~strains of cannabis that it has assembled from its own grow operations and other commercial sources which it intends to utilize to launch international grow operations in Greece and elsewhere.

OnKaya March 11, 2024, we notified the Oregon Liquor Control Commission (the “OLCC”) that we were temporarily closing our Cannabis Retail Dispensary in Portland, Oregon as we evaluate redeploying our remaining cannabis dispensary license to serve as a delivery hub for Portland residents, tourists and The Sacred MushroomFarms™ ~~guests,~~ ~~among others. We made this move so as to concentrate on the opening of the Sacred Mushroom Psychedelic Treatment Center and intend to explore additional cannabis opportunities as new markets develop.~~Cannabis

~~The~~Kaya ~~Global~~Buddie™ Strain Specific Cannabis ~~Industry~~Cigarettes

The global cannabis market is being driven by the increasing number of countries passing legislation to decriminalize the use of cannabis and legalize cannabis for medicinal use. This change in legislation is the result of an increase in public awareness to the medicinal benefits of cannabis and greater social acceptance of cannabis use. According to Statista, cannabis is expected to reach a legal market of 74 billion USD by 2029, for a CAGR of 3.01%.18

~~Prohibition~~Kaya ~~Partners,~~Brands expects the North American market to remain the world’s largest until 2023, when they expect North American ($17.7 billion) to outpace Europe ($16.8 billion). By 2024, with a forecasted global market of $103.9 billion, Europe is expected to outperform North America $39.1 billion to $37.9 billion.International

OfIn ~~the~~2019 ~~$103.9~~KAYS ~~billion~~formed ~~global~~Kaya ~~cannabis~~Brands ~~market forecasted by Prohibition Partners~~International, ~~$62~~Inc.7 (“Kaya ~~billion~~International” isor ~~expected~~“KBI”), to beleverage ~~medical~~its ~~cannabis~~experience ~~driven.~~and Ofexpand ~~this~~into ~~$62.7~~worldwide ~~billion,~~cannabis ~~Europe~~markets. isKBI’s current ~~expected~~initiative toincludes ~~be the largest market~~Greece, with ~~$22.3~~additional ~~billion,~~areas ~~followed~~under ~~by North America with $20~~consideration.~~2 billion.~~

Kaya Farms Greece

In September 2017, the Greek government announced it would be legalizing medical cannabis, and less than a year later Greek leaders approved Law 4523 and Joint Ministerial Decision No. 51483, which permitted farming and production of medical cannabis. In 2020 the Greek Parliament passed legislation that further relaxed cannabis export regulations, now permitting the bulk export of cannabis flower.

~~Government~~We ~~Regulation~~have selected Greece as the center of our European market activity because of its amenable cannabis regulations, favorable climate, affordable, capable workforce, and the country’s position as a major pharmaceutical center in Europe.

WeAs ~~are~~an ~~subject~~EU tonation ~~general~~Greece ~~business regulations~~opens ~~and~~up ~~laws,~~the asentire ~~well~~European market as(where ~~regulations~~legal) ~~and laws directly applicable~~ to ~~our~~KAYS ~~operations.~~flower Asand ~~we continue to expand the scope of our operations~~oils, ~~the application of existing laws~~ and ~~regulations could include matters such~~ as ~~pricing~~permitted, ~~advertising,~~the ~~consumer~~KAYS ~~protection, quality~~portfolio of ~~products, and intellectual property ownership~~brands. ~~In addition, we will also be subject to new laws and regulations directly applicable to our activities.~~

~~While~~On ~~the~~January ~~State~~11, of2021, ~~Oregon~~through ~~has~~a ~~created~~majority aowned ~~regulatory~~subsidiary ~~framework~~of ~~through~~KBI, ~~the~~Kaya ~~Oregon~~Farms ~~Health~~Greece ~~Authority~~(or “KFG”) and Greekkannabis (~~OHA~~“GKC”, an Athens based cannabis company) ~~that~~executed ~~allows~~an agreement for ~~the~~KBI ~~administration~~to acquire 50% of ~~psilocybin~~GKC. toThe ~~clients~~first 25% was acquired in ~~OHA~~January, ~~Licensed~~2021 ~~Psilocybin~~and the remaining 25% was acquired in July, 2021. GKC’s ~~Treatment~~projects ~~Facilities~~include two medical cannabis cultivation and processing projects in Greece- one in Epidaurus, Greece and the ~~use~~other ~~and~~in ~~possession~~Thebes, Greece. Additionally, on November 8, 2021 KAYS/KBI through a majority owned subsidiary of ~~Psilocybin~~KBI is(Kaya ~~currently~~Farms ~~illegal~~Greece ~~under~~or ~~Federal~~“KFG”) executed ~~Law~~an agreement to acquire 50% of Greekkaya, a second medical Cannabis in Epidaurus, Greece.

~~Any~~GKC ~~existing~~has ora ~~new~~development ~~legislation~~license ~~applicable~~from the Greek authorities tothat uswas ~~could~~originally ~~expose~~issued usas topart ~~substantial~~of ~~liability,~~a ~~including~~plan ~~significant~~purchase ~~expenses~~and ~~necessary~~develop to15 ~~comply~~acres ~~with~~in ~~such~~Thebes, ~~laws~~Greece as a large-scale cultivation production and processing ~~regulations~~project. However, ~~which could~~GKC ~~hinder~~has orelected ~~prevent~~to hold off on acquiring the ~~growth~~land ofuntil ~~our~~such ~~business~~time as European cannabis demand warrants the investment required to develop the project.

~~Federal,~~The ~~state~~Epidaurus ~~and~~Project ~~local~~consists ~~laws~~of ~~and~~2 ~~regulations~~connected industrial ~~governing~~buildings ~~legal~~(already ~~recreational~~constructed, ~~and~~approximately ~~medical~~50,000 ~~marijuana~~square ~~use~~feet ~~are~~in ~~broad~~total inunder-air ~~scope~~space) ~~and~~situated ~~are~~on ~~subject~~2.8 toacres ~~evolving~~of ~~interpretations~~land, ~~which~~with ~~could~~its ~~require~~own usindependent toindustrial ~~incur~~electrical ~~substantial~~power ~~costs~~center ~~associated~~and ~~with~~ample ~~compliance.~~water Insupply ~~addition,~~to ~~violations~~service ofthe ~~these~~needs ~~laws~~of orthe ~~allegations~~facility. ofThe ~~such~~Epidaurus ~~violations~~Project ~~could~~will ~~disrupt~~include ~~our~~25,000 ~~planned~~square ~~business~~feet ~~and adversely affect our financial condition and results~~ of ~~operations.~~indoor Incannabis ~~addition~~cultivation, ita is15,000 ~~possible~~square ~~that additional~~foot orEU-GMP ~~revised~~extraction ~~federal, state~~ and ~~local~~processing ~~laws~~facility, and ~~regulations~~a ~~may~~10,000 square befoot ~~enacted~~EU-GMP inpacking ~~the future governing the legal marijuana industry~~area. There ~~can~~is beample noroom ~~assurance~~for ~~that~~expansion wewith ~~will~~room ~~be able~~ to ~~comply~~construct ~~with~~an ~~any~~additional ~~such~~15,000 ~~laws~~square ~~and~~feet ~~regulations~~on ~~and~~site. ~~its~~The joint ~~failure~~venture tois doawaiting soproject ~~could~~financing ~~significantly harm~~and ~~our~~final ~~business,~~license ~~financial~~approval ~~condition~~from ~~and~~Greek ~~results~~government ~~of operations~~authorities.

~~Our~~Neither ~~foreign~~of ~~operations~~the ~~will~~two ~~also~~subject beGreece ~~subject~~properties toare ~~comparable~~currently ~~government~~owned or optioned ~~regulation~~by GKC or its operating subsidiaries, but the land for the potential project in ~~Greece~~Epidaurus is owned by one of our Greek partner’s families and ~~any~~the ~~other~~land ~~various~~in ~~foreign~~Thebes ~~jurisdictions~~is currently available for purchase or option. The Company believes it could acquire either of the properties once funding and market conditions allow. Alternatively, both licenses are in ~~which~~good ~~KAYS~~order, ~~intends~~and can be transferred to ~~operate~~a new location pending Greek Government approval.

~~Competition~~ 19

~~The~~Kaya ~~legal~~Kannabis- ~~marijuana sector is rapidly growing and the Company faces significant competition in the operation of retail outlets and grow facilities. Many of these competitors will have far greater experience~~Epidaurus, ~~more~~Greece ~~extensive industry contacts and greater financial resources than the Company. There can be no assurance that we can adequately compete to succeed in our business plan.~~Project

~~The~~Site ~~legal psychedelic medicine sector is rapidly growing, and while the industry is at a much earlier stage than cannabis, the Company will also face significant competition in the operation~~ of ~~retail~~Epidaurus ~~outlets~~Land and ~~grow~~Overview ~~facilities. Many~~ of ~~these competitors will have far greater experience, more extensive industry~~Building ~~contacts and greater financial resources than the Company. There can be no assurance that we can adequately compete to succeed in our business plan.~~Complex

~~Employees~~GKC plans to cultivate and manufacture KAYS proprietary cannabis brands (CBD/THC) from the Epidaurus Project for distribution in the Greek, German and other EU markets as permitted by local regulations.

AsEpidaurus ofProject ~~the~~with ~~date~~50K assquare offeet ~~this Report, our Oregon operations have 2 full-time employees, consisting~~ of ~~Chad Craig, the Senior Vice President of Oregon Operations and Bryan Arnold,~~already ~~Vice~~constructed ~~President of KAYS Subsidiary Fifth Dimension Therapeutics, Inc~~buildings. and Lead Facilitator of the Sacred Mushroom Psychedelic Treatment Center. Additionally, we engage several consultants to assist with daily duties and business implementation and execution. Additional employees will be hired and other consultants engaged in the future as we execute our business plan.

920

~~Item 1A.~~The ~~Risk~~Global ~~Factors.~~Cannabis Industry

WeThe ~~have~~global acannabis ~~limited~~market ~~operating~~is ~~history~~being ~~with~~driven ~~our~~by the ~~current~~increasing ~~businesses~~number of countries passing legislation to decriminalize the use of cannabis and legalize cannabis for medicinal use. This change in legislation is the result of an increase in public awareness to the medicinal benefits of cannabis and greater social acceptance of cannabis use. According to Statista, cannabis is expected to reach a legal market of 74 billion USD by 2029, for a CAGR of 3.01%.

~~The~~Prohibition ~~Company~~Partners, ~~was~~expects ~~incorporated~~the inNorth ~~1993~~American ~~and~~market to ~~has~~remain ~~engaged~~the world’s largest until 2023, when they expect North American ($17.7 billion) to outpace Europe ($16.8 billion). By in2024, with a ~~number~~forecasted global market of ~~businesses~~$103.9 asbillion, ~~both~~Europe ais ~~private~~expected ~~and~~to asoutperform aNorth ~~publicly~~America ~~held~~$39.1 ~~company~~billion to $37.9 billion.

~~KAYS’s~~Of ~~legal medical and recreational marijuana business (which it has focused on in Oregon since 2014 and in Greece since 2020) has not generated sufficient revenue to enable~~ the ~~Company to achieve profitability~~$103.9 Inbillion ~~addition,~~global ~~the~~cannabis ~~overall US~~ market ~~for~~forecasted by ~~legal~~Prohibition ~~marijuana~~Partners, ~~has~~$62.7 ~~not~~billion ~~been~~is asexpected ~~robust~~to asbe ~~anticipated~~medical ~~because~~cannabis ofdriven. ~~the lack~~Of ofthis ~~legalization on a federal level~~$62.7 ~~Accordingly~~billion, weEurope ~~have~~is ~~recently~~expected ~~reduced~~to ~~our~~be ~~US retail operations and expanded into establishing~~the alargest ~~psilocybin therapy and treatment center in Portland~~market, ~~Oregon~~with ~~where such treatment has recently been legalized~~$22.3 ~~However~~billion, ~~our~~followed ~~planned psilocybin business (which is currently pending license~~ by ~~the~~North ~~OHA)~~America ~~has~~with ~~not~~$20.2 ~~yet generated any revenues~~billion.

~~Accordingly,~~Government ~~our~~Regulation operations continue to be subject to all the problems, expenses, difficulties, complications and delays encountered in an early-stage business. There can be no assurance that the Company will generate significant revenues or operate at a profit.

~~The~~We ~~Company~~are ~~will~~subject ~~require~~to ~~additional~~general ~~financing~~business regulations and laws, as well as regulations and laws directly applicable to ~~become~~our ~~commercially~~operations. ~~viable~~As we continue to expand the scope of our operations, the application of existing laws and regulations could include matters such as pricing, advertising, consumer protection, quality of products, and intellectual property ownership. In addition, we will also be subject to new laws and regulations directly applicable to our activities.

~~The~~While ~~Company’s~~the ~~current~~State of Oregon has created a regulatory framework through the Oregon Health Authority (OHA) that allows for the administration of psilocybin ~~and~~to ~~legal~~clients ~~marijuana~~in OHA Licensed Psilocybin ~~operations~~Treatment ~~can~~Facilities, bethe ~~capital~~use ~~intensive~~and possession of Psilocybin is currently illegal under Federal Law.

~~During~~Any ~~the~~existing ~~years~~or ~~ended~~new ~~December~~legislation ~~31,~~applicable ~~2023,~~to ~~and~~us ~~December~~could ~~31,~~expose ~~2022,~~us weto ~~raised~~substantial ~~approximately $615~~liability,~~000~~ ~~and~~including ~~$370,000~~significant ~~respectively,~~expenses ~~through~~necessary ato ~~series~~comply ofwith ~~private~~such ~~debt~~laws and ~~equity~~regulations, ~~offerings~~which tocould ~~finance~~hinder ~~operations~~or prevent the growth of our business.

~~The~~Federal, ~~Company~~state ~~had~~and ~~net~~local ~~income~~laws ofand $1regulations governing legal recreational and medical marijuana use are broad in scope and are subject to evolving interpretations,~~039~~ which could require us to incur substantial costs associated with compliance. In addition,~~922~~ ~~and~~violations ~~net~~of ~~loss~~these laws or allegations of such violations could disrupt our planned business and adversely affect our financial condition and results of $3operations. In addition,~~731~~ it is possible that additional or revised federal,~~694~~ ~~for~~state and local laws and regulations may be enacted in the ~~years~~future ~~ended~~governing ~~December~~the ~~31,~~legal ~~2023~~marijuana industry. There can be no assurance that we will be able to comply with any such laws and ~~2022~~regulations and its failure to do so could significantly harm our business, ~~respectively~~financial condition and results of operations.

~~All~~Our offoreign ~~the~~operations ~~net~~will ~~income~~also ~~for~~be ~~the~~subject ~~years~~to ~~ended December~~comparable ~~31,~~government ~~2023~~regulation ~~and~~in ~~December~~Greece ~~31,~~and ~~2022~~any ~~were~~other ~~not~~various ~~actual~~foreign ~~operating~~jurisdictions ~~gains~~in ~~but~~which ~~were~~KAYS aintends ~~result~~to ~~of the derivative liabilities from the conversion of debt from the stabilization of our stock prices the reduces the volatility factors used in the derivative calculations~~operate.

AtCompetition December 31, 2023, we had a total stockholders' deficit of $16,688,022 and a working capital deficiency of $7,813,590. There can be no assurance that the Company will become commercially viable without additional financing, the availability and terms of which are uncertain. If the Company cannot secure necessary capital when needed on commercially reasonable terms, its business, condition (financial and otherwise) and commercial viability may be harmed. Although management believes that it will be able to successfully execute its business plan, which includes third party financing and the raising of capital to meet the Company’s future liquidity needs, there can be no assurances in this regard. These matters raise substantial doubt about the Company’s ability to continue as a going concern.

WeThe ~~currently~~legal ~~rely~~marijuana onsector ~~certain~~is ~~key~~rapidly ~~individuals,~~ growing and the Company faces significant competition in the ~~loss~~operation of ~~one~~retail outlets and grow facilities. Many of these ~~key~~competitors ~~individuals~~will ~~could~~ have far angreater ~~adverse~~experience, ~~effect~~more onextensive industry contacts and greater financial resources than the Company. There can be no assurance that we can adequately compete to succeed in our business plan.

~~Our~~The ~~success~~legal ~~depends~~psychedelic tomedicine asector ~~certain~~is ~~degree~~rapidly ~~upon certain~~growing, ~~key~~and ~~members~~while ofthe ~~our~~industry ~~management~~is ~~and~~at ~~certain~~a ~~key~~much ~~consultants~~earlier tostage ~~the~~than ~~company.~~cannabis, ~~These~~the ~~individuals~~Company ~~are~~will aalso face significant ~~factor~~competition in ~~our~~the ~~growth~~operation ~~and~~of ~~success.~~retail ~~The~~outlets ~~loss~~and grow facilities. Many of these competitors will have far greater experience, more extensive industry contacts and greater financial resources than the ~~services~~Company. ofThere ~~such~~can ~~members~~be ofno ~~management~~assurance ~~could~~that ~~have~~we acan ~~material~~adequately ~~adverse~~compete ~~effect~~to onsucceed in our ~~Company~~business plan.

~~The Company’s success will be dependent in part upon its ability to attract qualified personnel and consultants.~~Employees

~~The~~As ~~Company’s~~of ~~success~~the ~~will~~date beas ~~dependent~~of inthis ~~part~~Report, our Oregon operations ~~upon~~have ~~its~~2 ~~ability~~full-time toemployees, ~~attract~~consisting ~~qualified~~of ~~creative~~Chad ~~marketing~~Craig, ~~sales~~the Senior Vice President of Oregon Operations and ~~development~~Bryan ~~professionals~~Arnold, Vice President of KAYS Subsidiary Fifth Dimension Therapeutics, Inc. ~~The~~and ~~inability~~Lead Facilitator of the Sacred Mushroom Psychedelic Treatment Center. Additionally, we engage part time employees for support staff and facility maintenance, licensed psilocybin facilitators that are paid as independent contractors to doconduct sopsilocybin onfacilitation ~~favorable~~sessions ~~terms~~and consultants to assist with daily duties and business implementation and execution. ~~may~~Additional ~~harm~~employees will be hired and other consultants engaged in the ~~Company’s~~future ~~proposed~~as we execute our business plan.

1021

~~KAYS~~Item ~~must~~1A. ~~effectively~~Risk ~~meet the challenges of managing expanding operations~~Factors.

~~The~~We ~~Company’s~~have ~~business~~a ~~plan~~relatively ~~anticipates~~short ~~that~~operating ~~operations~~history ~~will undergo expansion~~ in ~~2024~~our ~~and~~current ~~beyond.~~business ~~This~~upon ~~expansion will require the Company to manage a larger and more complex organization,~~ which ~~could~~investors ~~place~~can aevaluate ~~significant strain on~~ our ~~managerial,~~future ~~operational and financial resources~~prospects. Management may not succeed with these efforts. Failure to expand in an efficient manner could cause expenses to be greater than anticipated, revenues to grow more slowly than expected and could otherwise have an adverse effect on the business, financial condition and results of operations.

~~Marijuana~~The ~~and~~Company ~~Psilocybin~~was ~~remains~~incorporated ~~illegal~~ in 1993 ~~the~~and ~~United~~has ~~States~~engaged ~~under~~in ~~federal~~a ~~law~~number of businesses as both a private and as a publicly held company.

~~Notwithstanding~~KAYS’s ~~its~~legal ~~legalization~~medical ~~for~~and recreational marijuana ~~and/or~~business ~~medical~~(which ~~use~~it byhas afocused ~~growing~~on ~~number~~in ofOregon ~~states,~~since ~~the~~2014 ~~growing,~~and ~~transport,~~in ~~possession~~Greece orsince ~~selling~~2020) ofhas ~~marijuana~~not ~~continues~~generated sufficient revenue to beenable ~~illegal~~the ~~under~~Company ~~federal~~to ~~law~~achieve profitability. ~~Additionally~~In addition, the ~~growing,~~overall ~~transport,~~US ~~possession~~market orfor ~~selling~~legal marijuana has not been as robust as anticipated because of ~~psilocybin~~the lack isof ~~also~~legalization ~~illegal~~on ~~under~~a federal ~~law~~level. Accordingly, we have recently reduced our US retail operations and ~~only~~expanded ainto ~~handful~~establishing ofa ~~states~~psilocybin ~~have~~therapy ~~decriminalized~~and ~~its~~treatment ~~usage,~~center ~~with~~in Portland, Oregon ~~being~~where such treatment has recently been legalized. However, our psilocybin treatment center (which was licensed by the ~~only~~Oregon ~~state~~Health ~~that~~Authority (“OHA”) In April 2024 and began providing treatments in September, 2024) has ~~devised~~only agenerated ~~state~~only ~~legal~~limited ~~licensing~~revenues ~~system~~to ~~that~~date. ~~allows~~In April 2025, we suspended payroll to our employees due to capital ~~for~~constraints ~~providing~~and ~~access~~we are evaluating the operational structure of the facility with a view to ~~psilocybin~~restructuring ~~therapies~~operations in aorder ~~carefully~~to ~~controlled~~generate greater ~~environment~~revenues.

~~Although~~Accordingly, ~~the~~our ~~current~~operations ~~administration~~continue to ~~has~~be ~~made~~subject ~~policy decisions~~ to ~~allow~~all ~~implementation~~the ofproblems, ~~state~~expenses, ~~laws~~difficulties, ~~legalizing~~complications ~~recreational~~ and~~/or~~ ~~medical~~delays ~~marijuana~~encountered ~~and~~in ~~not~~an toearly-stage ~~federally~~business. ~~prosecute~~There ~~anyone~~can ~~operating~~be ~~under~~no ~~state~~assurance ~~law,~~that the ~~continuance~~Company ofwill ~~that~~generate ~~policy~~significant isrevenues ~~not~~or ~~assured~~operate ~~and could change~~ at ~~any~~a ~~time~~profit.

~~While~~The weCompany ~~seek~~will ~~the~~require ~~advice~~additional financing ~~of counsel with respect~~ to ~~our~~ ~~operations~~become ~~within~~commercially ~~these industries, federal action could determine that our marijuana and/or psilocybin operations are illegal and adversely affecting KAYS’s business, financial condition and results of operations~~viable.

The ~~marketing~~Company’s ~~and~~current ~~market acceptance of marijuana~~psilocybin and ~~psilocybin~~legal ~~may~~marijuana ~~not~~operations can be ascapital ~~rapid as KAYS expects~~intensive.

~~The~~During ~~market~~the ~~for~~years ~~state~~ended ~~legal~~December ~~marijuana and Psilocybin~~31, ~~is quickly evolving~~2023, and ~~activity~~December in31, ~~the~~2022 ~~sector is expanding rapidly. Demand~~ and ~~market~~the ~~acceptance~~nine ~~for~~months ~~state~~ended ~~legal~~September ~~marijuana and psilocybin are subject to uncertainty and risk~~30, as2024 ~~changes in the price~~ and ~~possible~~September ~~adverse~~30, ~~political~~2023, ~~efforts~~we ~~could~~raised ~~influence~~approximately ~~and~~$615,000, ~~denigrate demand.~~$370,000, ~~KAYS~~$872,500 and ~~cannot predict whether~~$455,000, ~~or how fast~~respectively, ~~this~~through ~~market~~a ~~will~~series ~~grow~~of orprivate ~~how~~debt ~~long it can be sustained. If the market for state legal marijuana~~ and ~~psilocybin~~equity ~~develops~~offerings ~~more~~to ~~slowly~~finance ~~than expected or becomes saturated with competitors, KAYS’s operating results could be adversely impacted~~operations.

~~KAYS’s~~There ~~business~~can ~~activities~~be no assurance that the Company will become commercially viable without additional financing, the availability and terms of which are ~~part~~uncertain. If the Company cannot secure necessary capital when needed on commercially reasonable terms, its business, condition (financial and otherwise) and commercial viability may be harmed. Although management believes that it will be able to successfully execute its business plan, which includes third party financing and the raising of capital to meet the Company’s future liquidity needs, there can be no assurances in this regard. ~~emerging~~These ~~industries~~matters raise substantial doubt about the Company’s ability to continue as a going concern.

~~The~~In ~~Company~~April ~~intends to implement an aggressive plan of growth to enter the legal recreational and medical marijuana industry~~2025, aswe ~~well~~suspended aspayroll ~~the emerging psilocybin industry. These industries are new and emerging, and have yet~~ to ~~fully define competitive, operational, financial and other parameters for successful operations.~~our Byemployees ~~pursuing~~due ~~a growth strategy~~ to ~~enter~~capital aconstraints ~~new~~ and ~~emerging~~we ~~industry,~~are ~~the~~evaluating ~~Company’s operations may be adversely impacted as~~ the ~~industry’s competitive,~~ operational, ~~financial~~structure ~~and other parameters take shape. Given the fluidity~~ of the ~~industry,~~facility ~~the~~with ~~Company~~a ~~may~~view ~~make~~to ~~errors~~restructuring inoperations ~~implementing~~in ~~its~~order ~~business plan, thereby limiting some or all of its ability~~ to ~~perform~~generate ingreater ~~accordance with its expectations~~revenues.

~~Our~~We ~~business~~currently rely on certain key individuals, and the loss of one of these key individuals could behave ~~affected~~an byadverse ~~changes~~effect ~~in governmental~~on ~~regulation~~the Company.

~~Federal,~~Our ~~state~~success ~~and~~depends ~~local laws and regulations governing state legal recreational and medical marijuana and psilocybin use are broad in scope and are subject~~ to ~~evolving~~a ~~interpretations,~~certain ~~which~~degree ~~could~~upon ~~require~~certain uskey tomembers ~~incur substantial costs associated with compliance. Violations~~ of ~~these laws or allegations of such violations could disrupt KAYS’s planned business and adversely affect~~ our ~~financial~~management ~~condition~~ and ~~results~~certain ofkey ~~operations.~~consultants Into ~~addition, it is possible that additional or revised federal, state and local laws and regulations may be enacted in~~ the ~~future governing the legal marijuana industry~~company. ~~Our~~ ~~foreign~~These ~~operations~~individuals ~~will~~are ~~also~~a besignificant ~~subject~~factor ~~to comparable government regulation~~ in ~~Greece~~our growth and ~~any other various foreign jurisdictions in which KAYS intends to operate~~success. ~~There~~The ~~can~~loss beof nothe ~~assurance~~services ~~that~~of ~~KAYS will be able to comply with any~~ such ~~laws~~members ~~and~~of ~~regulations~~management ~~and~~could ~~its failure~~have toa domaterial soadverse ~~could~~effect ~~significantly~~on ~~harm~~ our ~~business, financial condition and results of operations~~Company.

11The Company’s success will be dependent in part upon its ability to attract qualified personnel and consultants.

~~Our~~The ~~business~~Company’s success will be dependent ~~subject~~in part upon its ability to ~~other~~attract ~~operating~~qualified creative marketing, sales and development professionals. The inability to do so ~~risks~~on ~~which~~favorable terms may ~~adversely~~harm ~~affect~~ the Company’s ~~financial~~proposed ~~condition~~business.

WeKAYS ~~will~~must ~~likely~~effectively ~~face~~meet ~~significant~~the challenges ~~competition~~of managing expanding operations.

The ~~legal~~Company’s ~~marijuana~~business ~~and~~plan anticipates ~~the~~that ~~psilocybin~~operations ~~industry~~will ~~is in~~undergo ~~its~~expansion ~~early~~in ~~stages~~2025 and isbeyond. ~~attracting~~This ~~significant~~expansion ~~attention~~will ~~from~~require ~~both~~the ~~small~~Company ~~and~~to ~~large~~manage ~~entrants~~a ~~into~~larger ~~the~~and more ~~industry.~~complex ~~KAYS~~organization, ~~expects~~which tocould ~~encounter~~ place a significant ~~competition~~strain ason itour ~~implements~~managerial, ~~its~~operational ~~business~~and ~~strategy~~financial resources. ~~The~~Management ~~ability~~may not ofsucceed ~~KAYS~~with these efforts. Failure to ~~effectively~~expand ~~compete~~in ~~could~~an beefficient ~~hindered~~manner bycould acause ~~lack of~~expenses ~~funds,~~to ~~poor~~be ~~positioning,~~greater ~~management~~than ~~error~~anticipated, ~~and~~revenues to ~~other~~grow ~~factors.~~more ~~The~~slowly ~~inability~~than toexpected ~~effectively~~and ~~compete~~ could ~~adversely~~otherwise ~~affect~~have ~~our~~an adverse effect on the business, financial condition and results of operations.

~~Our internal controls may be inadequate, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public.~~22

~~Our~~Marijuana ~~management~~and isPsilocybin ~~responsible for establishing and~~remains ~~maintaining~~illegal ~~adequate internal control over financial reporting. As defined~~ in ~~Exchange~~the ~~Act~~United ~~`Rule~~States ~~13a-15(f), internal control over financial reporting is a process designed by, or~~ under ~~the~~federal supervision of, the principal executive and principal financial office and effected by the board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:law.

·Notwithstanding ~~pertain~~its tolegalization ~~the~~for recreational ~~maintenance~~and/or ofmedical ~~records~~use ~~that~~by ina ~~reasonable~~growing ~~detail~~number ~~accurately~~of ~~and~~states, ~~fairly reflect~~ the ~~transactions~~growing, ~~and~~transport, ~~dispositions~~possession ofor ~~the~~selling ~~assets~~ of ~~the~~marijuana ~~Company~~continues ·to be ~~provide~~illegal ~~reasonable~~under ~~assurance~~federal ~~that~~law. ~~transactions~~Additionally, ~~are~~the ~~recorded~~growing, astransport, ~~necessary~~possession toor ~~permit~~selling ~~preparation~~ of ~~financial~~psilocybin ~~statements~~is inalso ~~accordance~~illegal ~~with~~under ~~generally~~federal law ~~accepted accounting principles,~~ and ~~that~~only ~~receipts~~a ~~and~~handful ~~expenditures~~ of ~~the~~states ~~Company~~have ~~are~~decriminalized ~~being~~its ~~made~~usage, ~~only in accordance~~ with ~~authorizations~~Oregon ofbeing ~~management and/or directors of~~ the ~~Company;~~only ~~and~~state ·that ~~provide~~has ~~reasonable~~devised ~~assurance~~a ~~regarding~~state ~~prevention~~legal orlicensing system ~~timely~~that ~~detection~~allows offor ~~unauthorized~~providing ~~acquisition,~~access ~~use~~to orpsilocybin ~~disposition~~therapies ofin ~~the Company’s assets that could have~~ a ~~material~~carefully ~~effect~~controlled ~~on the financial statements~~environment.

WeAlthough do not have a sufficient number of employees to segregate responsibilities and may be unable to afford increasing our staff or engaging outside consultants or professionals to overcome our lack of employees. During the ~~course~~current ~~of our testing, we may identify other deficiencies that we may not be able to timely remediate.~~administration Inhas ~~addition,~~made ifpolicy wedecisions ~~fail~~ to ~~achieve~~allow ~~and~~implementation ~~maintain the adequacy~~ of ~~our~~state ~~internal~~laws ~~controls,~~legalizing asrecreational ~~such standards are modified, supplemented~~ and/or ~~amended~~ ~~from~~medical ~~time~~marijuana toand ~~time, we may~~ not ~~be able~~ to ~~ensure that we can conclude on an ongoing basis that we have effective internal controls~~federally ~~over~~prosecute ~~financial~~anyone ~~reporting~~operating inunder ~~accordance~~state ~~with~~law, ~~Section 404 of~~ the ~~Sarbanes-Oxley~~continuance ~~Act~~ of ~~2002~~that ~~(“Sarbanes~~policy ~~Oxley”). Moreover,~~is ~~effective~~not ~~internal~~assured ~~controls, particularly those related to revenue recognition, are necessary for us to produce reliable financial reports~~ and ~~are important to help prevent financial fraud. If we cannot provide reliable financial reports or prevent fraud, our business and operating results~~ could bechange ~~harmed,~~at ~~investors~~any ~~could lose confidence in our reported financial information, and the trading price of our common stock, if a market ever develops, could drop significantly~~time.

AsWhile awe ~~smaller~~seek ~~reporting~~the ~~company,~~advice weof ~~are subject~~counsel towith ~~scaled~~respect ~~disclosure~~to ~~requirements~~our ~~that~~operations ~~may~~within ~~make~~these itindustries, ~~more~~federal ~~challenging~~action ~~for~~could ~~investors~~determine tothat ~~analyze~~ our ~~results~~marijuana ofand/or psilocybin operations are illegal and adversely affecting KAYS’s business, financial ~~prospects~~condition and results of operations.

~~Currently,~~The wemarketing ~~are~~and amarket ~~“smaller reporting company,”~~acceptance ~~as defined by Rule 12b-2~~ of ~~the~~marijuana ~~Exchange Act. As a “smaller reporting company,” we are able to provide simplified executive compensation disclosures in our filings~~ and ~~have~~psilocybin ~~certain other decreased disclosure obligations in our filings with the SEC, including being required to provide only two years of audited financial statements in annual reports. Consequently, it~~ may not be ~~more~~as ~~challenging for~~rapid ~~investors~~as toKAYS ~~analyze our results of operations and financial prospects~~expects.

12The market for state legal marijuana and Psilocybin is quickly evolving, and activity in the sector is expanding rapidly. Demand and market acceptance for state legal marijuana and psilocybin are subject to uncertainty and risk, as changes in the price and possible adverse political efforts could influence and denigrate demand. KAYS cannot predict whether, or how fast, this market will grow or how long it can be sustained. If the market for state legal marijuana and psilocybin develops more slowly than expected or becomes saturated with competitors, KAYS’s operating results could be adversely impacted.

~~Furthermore, we are a non-accelerated filer as defined by Rule 12b-2 of the Exchange Act, and, as such, are not required to provide an auditor attestation of management~~KAYS’s ~~assessment~~business ofactivities ~~internal control over financial reporting, which is generally required for SEC reporting companies under Section 404(b) of the Sarbanes-Oxley Act. Because we~~ are ~~not~~part ~~required to, and have not, had our auditors provide an attestation~~ of ~~our~~emerging ~~management’s assessment of internal control over financial reporting, a material weakness in internal controls may remain undetected for a longer period~~industries.

The ~~costs~~Company intends to implement an aggressive plan of ~~being~~growth to enter the legal recreational and medical marijuana industry, as well as the emerging psilocybin industry. These industries are new and emerging, and have yet to fully define competitive, operational, financial and other parameters for successful operations. By pursuing a ~~public~~growth ~~company~~strategy ~~could~~to ~~result~~enter a new and emerging industry, the Company’s operations may be adversely impacted as the industry’s competitive, operational, financial and other parameters take shape. Given the fluidity of the industry, the Company may make errors in usimplementing ~~being~~its ~~unable~~business plan, thereby limiting some or all of its ability to ~~continue~~perform asin aaccordance ~~going~~with ~~concern~~its expectations.

AsOur abusiness ~~public company, we are required to comply with numerous financial reporting and legal requirements, including those pertaining to audits and internal control. The costs of this compliance~~ could be ~~significant. If our revenues do not increase and/or we cannot satisfy many of these costs through the issuance of our shares,~~affected weby ~~may~~changes ~~be unable to satisfy these costs~~ in ~~the~~governmental ~~normal course of business that would result in our being unable to continue as a going con~~regulation.

~~Management~~Federal, ~~the~~state ~~Board~~and local laws and regulations governing state legal recreational and medical marijuana and psilocybin use are broad in scope and are subject to evolving interpretations, which could require us to incur substantial costs associated with compliance. Violations of ~~Directors~~these laws or allegations of such violations could disrupt KAYS’s planned business and ~~Key~~adversely ~~Consultants~~affect our financial condition and results of operations. In addition, it is possible that additional or revised federal, state and local laws and regulations may be ~~indemnified~~enacted in the future governing the legal marijuana industry. Our foreign operations will also be subject to comparable government regulation in Greece and any other various foreign jurisdictions in which KAYS intends to operate. There can be no assurance that KAYS will be able to comply with any such laws and regulations and its failure to do so could significantly harm our business, financial condition and results of operations.

~~The~~ We ~~Certificate~~will oflikely ~~Incorporation~~face ~~and Bylaws of KAYS~~significant ~~provide for indemnification of directors and officers at the expense of the respective corporation and limit their liability~~competition. This may result in a major cost to the corporation and hurt the interests of stockholders because corporate resources may be expended for the benefit of directors and officers. The Company has been advised that, in the opinion of the Securities and Exchange Commission, indemnification for liabilities arising under federal securities laws is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

The ~~market~~legal ~~for~~marijuana and the ~~KAYS~~psilocybin industry ~~Shares~~is in its early stages and is ~~extremely~~attracting significant attention from both small and large entrants into the industry. KAYS expects ~~limited~~to encounter significant competition as it implements its business strategy. The ability of KAYS to effectively compete could be hindered by a lack of funds, poor positioning, management error, and ~~sporadic~~other factors. The inability to effectively compete could adversely affect our business, financial condition and results of operations.

KAYS’s common stock is quoted on the OTCQB tier of the over-the-counter market operated by OTC Markets Group, Inc. The market KAYS’s for common stock is limited and sporadic. Trading in stock quoted on the OTCQB is often thin and characterized by wide fluctuations in trading prices, due to many factors that may have little to do with our operations or business prospects. This volatility could depress the market price of KAYS’s common stock for reasons unrelated to operating performance. Moreover, the trading of securities in the OTCQB is often more sporadic than the trading of securities listed on a quotation system like NASDAQ, or a stock exchange like the New York Stock Exchange.23

~~KAYS’s~~We ~~common~~have ~~stock~~borrowed isand ~~a penny stock. Trading of KAYS’s common stock~~ may be ~~restricted by the penny stock regulations adopted by the Securities and Exchange Commission~~ ~~(the~~required ~~“SEC”) and FINRA’s sales practice requirements, which may limit a stockholder’s ability~~ to ~~buy~~borrow ~~and~~funds ~~sell~~in ~~our common~~the ~~stock~~future.

~~KAYS’s~~If ~~common~~the ~~stock~~Company isincurs indebtedness, a ~~penny~~portion ~~stock.~~of ~~The~~its ~~SEC has~~cash ~~adopted~~flow ~~Rule~~will ~~15g-9~~have ~~which generally defines “penny stock”~~ to be ~~any~~dedicated ~~equity~~to ~~security~~the ~~that~~payment ~~has~~of aprincipal ~~market~~and ~~price~~interest ~~(as defined)~~on ~~less~~such ~~than $5~~indebtedness.00 ~~per~~Typical ~~share~~loan oragreements also anmight ~~exercise~~contain ~~price~~restrictive ~~of less than $5.00 per share~~covenants, ~~subject~~which tomay ~~certain~~impair ~~exceptions.~~the ~~KAYS~~Company’s ~~common stock~~operating ~~is covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and accredited investors~~flexibility. ~~The~~Such ~~term~~loan ~~“accredited~~agreements ~~investor”~~would ~~refers generally to institutions~~also ~~with~~provide ~~assets~~for indefault ~~excess~~under ofcertain $5circumstances,~~000,000~~ orsuch ~~individuals~~as ~~with~~failure ato ~~net~~meet ~~worth~~certain infinancial ~~excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse~~covenants. ~~The~~A ~~penny~~default ~~stock~~under ~~rules require~~ a ~~broker-dealer,~~loan ~~prior to a transaction in a penny stock not otherwise exempt~~agreement ~~from~~could ~~the~~result ~~rules, to deliver a standardized risk disclosure document~~ in ~~a form prepared by~~ the ~~SEC~~loan ~~which~~becoming ~~provides~~immediately ~~information~~due ~~about penny stocks~~ and ~~the~~payable ~~nature~~ and, ~~level~~if ofunpaid, ~~risks~~a judgment in ~~the~~favor ~~penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation~~ of ~~the~~such ~~broker-dealer~~lender ~~and~~which ~~its~~would ~~salesperson~~be ~~in the transaction and monthly account~~senior ~~statements~~to ~~showing~~ the ~~market~~rights ~~value~~ of ~~each penny stock held in~~ the ~~customer~~Company’s ~~account~~stockholders. ~~The~~A ~~bid~~judgment ~~and~~creditor ~~offer~~would ~~quotations,~~have ~~and~~ the ~~broker-dealer and~~right ~~salesperson compensation information must be given~~ to ~~the~~foreclose ~~customer~~on ~~orally~~any orof ~~in writing prior to effecting~~ the ~~transaction and must be given to the customer in writing before or with the customer~~Company’s ~~confirmation. In addition, the penny stock rules require that~~ ~~prior~~assets toresulting ~~a transaction~~ in a ~~penny~~material ~~stock~~adverse ~~not~~effect ~~otherwise~~on ~~exempt from these rules;~~ the ~~broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser~~Company’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequentlybusiness, ~~these~~operating ~~penny~~results ~~stock~~or ~~rules~~financial ~~may affect the ability of broker-dealers to trade our securities~~condition. ~~We believe that the penny stock rules discourage investor interest in, and limit the marketability of, KAYS’s common stock.~~

13Currently the Company has limited assets which could be used as collateral in obtaining future borrowings. Because of the Company’s inability to provide lenders with collateral and a limited history of successful operations, the Company may not be successful in its efforts to obtain additional funds though borrowings and as a result may not be able to fund required costs of operations.

InAdverse ~~addition~~global toeconomic ~~the penny stock rules promulgated by~~conditions ~~the~~could ~~SEC,~~have ~~FINRA (the Financial Industry Regulatory Authority) has adopted rules that require when recommending an investment to~~ a ~~customer, a~~negative ~~broker-~~effect ~~dealer~~on ~~must~~our ~~have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low -priced securities to their non-institutional customers~~business, ~~broker-dealers~~results ~~must~~of ~~make~~operations ~~reasonable~~and ~~efforts to obtain information about the customer’s~~ financial ~~status,~~condition ~~tax status, investment objectives~~ and ~~other information~~liquidity. Under interpretations of these rules, the FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. FINRA’s requirements make it more difficult for broker-dealers to recommend that their customers buy KAYS’s common stock, which may limit investor ability to buy and sell KAYS’s comm

~~The~~A ~~market~~general ~~for~~slowdown ~~penny~~in ~~stocks~~the ~~has~~global ~~experienced~~economy, ~~numerous~~including ~~frauds~~a ~~and~~recession, ~~abuses~~or ~~that~~in a particular region or industry, an increase in trade tensions with U.S. trading partners, inflation or a tightening of the credit markets could ~~adversely~~negatively impact ~~KAYS’s~~our ~~common~~business, ~~stock~~financial condition and liquidity. Adverse global economic conditions have from time to time caused or exacerbated significant slowdowns in the industries and markets in which we operate, which have adversely affected our business and results of operations. Macroeconomic weakness and uncertainty also make it more difficult for us to accurately forecast revenue, gross margin and expenses, and may make it more difficult to raise or refinance debt.

~~Company~~Worldwide ~~management~~economic ~~believes~~and ~~that the market for penny~~social ~~stocks~~instability ~~has~~could ~~suffered~~adversely ~~from~~affect ~~patterns~~our ofrevenue, ~~fraud~~financial ~~and~~condition, ~~abuse.~~or ~~Such~~results ~~patterns~~of ~~include:~~operations.

·Generally, ~~control~~worldwide economic conditions remain uncertain, particularly due to the effects of the conflict between Russia and Ukraine and between Israel and Hamas, disruptions in the banking system and financial markets, pandemic, increased inflation and rising interest rates. The general economic and capital market ~~for~~conditions, both in the ~~security~~U.S. byand ~~one~~worldwide, have been volatile in the past and at times have adversely affected the Company’s access to capital and increased the cost of capital. The capital and credit markets may not be available to support future capital raising activity on favorable terms. If economic conditions decline, the Company’s future cost of equity or adebt ~~few~~capital ~~broker-dealers~~and ~~that~~access ~~are~~to ~~often~~the capital ~~related~~markets could be adversely affected. Our vendors may experience financial difficulties or be unable to aborrow ~~promoter~~money to fund their operations, which may adversely impact their ability to purchase our products or ~~issuer;~~to pay for our products on a timely basis, if at all. In addition, adverse economic conditions, such as recent supply chain disruptions and labor shortages and persistent inflation, have affected, and may continue to adversely affect our suppliers’ ability to provide our manufacturers with materials and components, which may negatively impact our business. These economic conditions make it more difficult for us to accurately forecast and plan our future business activities.

·Risks ~~manipulation~~Related ofto ~~prices~~our ~~through~~Status prearranged matching of purchases and sales and false and misleading press releases; · boiler room practices involving high pressure sales tactics and unrealistic price projections by salespersons; · excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and · wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to as a ~~desired~~Public ~~level, along with the inevitable collapse of those prices with consequent investor losses.~~Company

~~The~~Our ~~board~~internal ofcontrols ~~directors~~may ~~of KAYS has the authority,~~be ~~without stockholder approval~~inadequate, towhich ~~issue~~could ~~preferred~~cause ~~stock~~our ~~with~~financial ~~terms~~reporting ~~that~~to ~~may not~~ be ~~beneficial~~unreliable ~~to common stockholders~~ and ~~with~~lead ~~the ability~~ to ~~adversely~~misinformation ~~affect~~being ~~common~~disseminated ~~stockholder~~to ~~voting~~the ~~power and rights upon liquidation~~public.

~~KAYS’s~~Our ~~Certificate~~management ofis ~~Incorporation~~responsible ~~allows us~~for toestablishing ~~issue~~and ~~shares~~maintaining ofadequate ~~preferred~~internal ~~stock~~control ~~without~~over ~~any~~financial ~~vote or further action by our stockholders~~reporting. ~~Our~~As ~~board~~defined ofin ~~directors~~Exchange ~~has~~Act ~~the~~`Rule ~~authority~~13a-15(f), tointernal ~~fix~~control ~~and~~over ~~determine~~financial ~~the~~reporting ~~relative~~is ~~rights~~a ~~and~~process ~~preferences~~designed ofby, ~~preferred~~or ~~stock.~~under Asthe asupervision ~~result~~of, ~~our board of directors could authorize~~ the ~~issuance~~principal ofexecutive aand ~~series~~principal offinancial ~~preferred~~officer ~~stock~~and ~~that~~effected ~~would~~by ~~grant~~the toboard ~~holders~~ of ~~preferred~~directors, ~~stock~~management ~~the~~and ~~rights~~other ~~to our assets upon liquidation~~personnel, ~~the~~to ~~right~~provide toreasonable ~~receive~~assurance ~~dividend~~regarding ~~payments before dividends are distributed to~~ the ~~holders~~reliability of ~~common~~financial ~~stock~~reporting and the ~~right~~preparation toof ~~the~~financial ~~redemption~~statements offor ~~the~~external ~~shares, together~~purposes in accordance with agenerally ~~premium,~~accepted ~~prior~~accounting toprinciples ~~the~~and ~~redemption~~includes ofthose ~~our~~policies ~~common~~and ~~stock.~~procedures that:

~~The ability of our principal stockholders, including our CEO, to control our business may limit or eliminate minority stockholders’ ability to influence corporate affairs.~~24

~~The~~● ~~principal~~pertain ~~non-affiliated~~to ~~stockholder~~the maintenance of ~~KAYS~~records ~~holds 1,533,131~~that ~~shares~~in ofreasonable ~~common~~detail ~~stock~~accurately and ~~another~~fairly ~~unrelated,~~reflect ~~non-affiliated~~the ~~stockholder~~transactions ~~holds~~and 20dispositions ~~shares~~ of ~~Series~~the Dassets ~~Convertible~~of ~~Preferred~~the ~~Stock. Additionally,~~Company ~~our~~● ~~CEO~~provide ~~owns~~reasonable ~~2,113,345~~assurance ~~shares~~that oftransactions ~~common~~are ~~stock~~recorded ~~and~~as 20necessary ~~shares~~to permit preparation of ~~Series~~financial Dstatements ~~Convertible~~in ~~Preferred~~accordance ~~Stock.~~with ~~Each~~generally ~~Series~~accepted Daccounting ~~Preferred Share~~principles, ~~votes~~and asthat 1%receipts and expenditures of the ~~issued~~Company ~~and~~are ~~outstanding~~being ~~common~~made ~~shares~~only onin anaccordance aswith ~~converted,~~authorizations ~~fully~~of ~~diluted~~management ~~basis.~~and/or ~~There~~directors ~~are~~of ~~presently~~the ~~22,172,835 shares~~Company; ofand ~~common~~● ~~stock~~provide ~~outstanding,~~reasonable soassurance ~~factoring~~regarding inprevention ~~the~~or ~~conversion~~timely detection of ~~these~~unauthorized ~~Series~~acquisition, Duse ~~Preferred~~or ~~Shares~~disposition ~~means~~of ~~that~~the ~~these~~Company’s ~~four~~assets ~~parties~~that could have ~~approximately~~ ~~49.86~~a %material ofeffect ~~votes~~ on ~~matters~~the ~~presented~~financial ~~to stockholders~~statements.

~~Accordingly,~~We ~~these~~do ~~three~~not ~~individuals~~have ~~are in~~ a ~~position~~sufficient number of employees to ~~significantly~~segregate ~~influence~~responsibilities ~~membership~~and ofmay be unable to afford increasing our ~~board~~staff ofor ~~directors~~engaging asoutside ~~well~~consultants asor ~~all~~professionals to ~~other~~overcome ~~matters~~our ~~requiring~~lack ~~stockholder~~of ~~approval~~employees. ~~The~~During ~~interests~~ the course of our ~~principal~~testing, ~~stockholders~~we may ~~differ~~identify ~~from~~other ~~the~~deficiencies ~~interests~~that ofwe ~~other~~may ~~stockholders~~not ~~with~~be ~~respect~~able to timely remediate. In addition, if we fail to achieve and maintain the ~~issuance~~adequacy of ~~shares~~our internal controls, ~~business~~as ~~transactions with~~such standards are modified, supplemented or ~~sales~~amended tofrom ~~other~~time ~~companies~~to time, ~~selection~~we ofmay ~~other~~not ~~officers~~be ~~and~~able ~~directors~~to ~~and~~ensure ~~other~~that ~~business~~we ~~decisions.~~can ~~The~~conclude ~~minority~~on ~~stockholders~~an ongoing basis that we have effective internal controls noover ~~way~~financial reporting in accordance with Section 404 of ~~overriding~~the ~~decisions~~Sarbanes-Oxley ~~made~~Act byof ~~our~~2002 ~~principal~~(“Sarbanes ~~stockholders~~Oxley”). Moreover, ~~This~~effective ~~level~~internal ofcontrols, ~~control~~particularly ~~may~~those ~~also~~related ~~have~~to anrevenue ~~adverse~~recognition, ~~impact~~are onnecessary ~~the~~for ~~market~~us to produce reliable financial ~~value~~reports ofand ~~our~~are ~~shares~~important ~~because~~to ~~our~~help ~~principal~~prevent ~~stockholders~~financial ~~may~~fraud. ~~institute~~If orwe ~~undertake~~cannot ~~transactions,~~provide ~~policies~~reliable orfinancial ~~programs~~reports ~~that~~or ~~result~~prevent infraud, ~~losses~~our business and~~/or~~ ~~may~~operating ~~not~~results ~~take~~could ~~any~~be ~~steps~~harmed, toinvestors ~~increase~~could ~~our~~lose ~~visibility~~confidence in ~~the~~our reported financial ~~community~~information, and~~/or~~ ~~may~~the ~~sell~~trading ~~sufficient~~price ~~numbers~~ of our ~~shares~~common tostock, ~~significantly decrease~~if ~~our~~a ~~price~~market ~~per~~ever ~~share~~develops, could drop significantly.

14As a smaller reporting company, we are subject to scaled disclosure requirements that may make it more challenging for investors to analyze our results of operations and financial prospects.

WeCurrently, dowe ~~not~~are ~~expect~~a “smaller reporting company,” as defined by Rule 12b-2 of the Exchange Act. As a “smaller reporting company,” we are able to ~~pay~~provide ~~cash~~simplified ~~dividends~~executive compensation disclosures in our filings and have certain other decreased disclosure obligations in our filings with the SEC, including being required to provide only two years of audited financial statements in annual reports. Consequently, ~~foreseeable~~it ~~future~~may be more challenging for investors to analyze our results of operations and financial prospects.

~~KAYS~~Furthermore, ~~has~~we ~~not~~are ~~paid~~a ~~cash~~non-accelerated filer ~~dividends~~as ondefined ~~its~~by ~~shares~~Rule 12b-2 of ~~common~~ ~~stock~~the ~~and~~Exchange ~~does~~Act, ~~not~~and, ~~intend~~as tosuch, doare sonot atrequired ~~any~~to ~~time~~provide inan ~~the~~auditor ~~foreseeable~~attestation ~~future.~~of ~~The~~management’s assessment ~~future payment~~ of ~~dividends~~internal ~~depends~~control ~~upon~~over ~~future~~financial ~~earnings~~reporting, ~~capital~~ ~~requirements,~~which ~~financial~~is ~~requirements~~generally ~~and~~required ~~other~~for ~~factors~~SEC ~~that~~reporting ~~the~~ companies’ ~~board~~under Section 404(b) of ~~directors~~the ~~will~~Sarbanes-Oxley ~~consider~~Act. ~~Since~~Because ~~they do~~we are not ~~anticipate~~required ~~paying~~to, ~~cash~~and ~~dividends~~have onnot, ~~the~~had ~~common~~our ~~stock,~~auditors ~~return~~provide onan ~~investment,~~attestation ifof ~~any,~~our ~~will~~management’s assessment ~~depend~~of ~~solely~~internal oncontrol anover ~~increase~~financial reporting, ifa ~~any,~~ material weakness in ~~the~~internal ~~market~~controls ~~value~~may ofremain ~~the~~undetected ~~common~~for ~~stock~~a longer period.

The ~~conversion~~costs of ~~the~~being 40a ~~shares of KAYS’~~public ~~outstanding~~company ~~Series~~could ~~D Preferred stock by the CEO and an unrelated third-party shareholder would~~ result in ~~the~~us ~~issuance~~being ofunable anto ~~additional 14,781,890~~continue ~~shares~~as ofa ~~KAYS’~~going ~~common stock, (without taking into effect the conversion into shares of KAYS common stock of any or all outstanding convertible debt described in this Annual Report at December 31, 2023)~~concern. ~~Accordingly, such market overhang could adversely impact the market price of the common stock.~~

~~KAYS~~As ~~has~~a 40public ~~shares~~company, ofwe ~~Series~~are Drequired to ~~Convertible~~comply ~~Preferred Stock~~with ~~outstanding~~numerous financial reporting and legal requirements, 20including ~~shares~~those pertaining to audits and internal control. The costs of ~~which~~this ~~are~~compliance ~~held~~could bybe significant. If our ~~CEO~~revenues ~~and~~do 20not ofincrease ~~which~~and/or ~~are~~we ~~held~~cannot bysatisfy anmany ~~unrelated~~of ~~third-party~~these ~~shareholder.~~costs ~~These~~through ~~preferred~~the issuance of our shares, ~~can~~we may be ~~converted~~unable ~~into~~to asatisfy ~~total~~these ofcosts ~~14,781,890~~in ~~shares~~the ofnormal ~~KAYS~~course ~~common~~of ~~stock~~business ~~which~~that would result in ~~substantial~~our ~~dilution~~being ifunable ~~converted.~~to continue as a going con

~~Additionally,~~Risks asRelated of the date of this filing the Company has convertible debt of approximately $7,400,000 principal amount (without taking into effect the accrued interest which could also be converted) which can be converted into KAYS stock at $0.08 (with certain ratchet provisions that would allow stock to beour ~~issued~~Common ~~at lower prices in event of severe market reductions in the price of KAYS stock), subject to certain ownership volume limitations and could result in further substantial dilution if all converted.~~Stock

~~Such~~The market ~~overhang~~for ~~of both~~ the KAYS ~~Series D Preferred~~ Shares ~~and the KAYS Convertible Debt could adversely impact the market price of KAYS’s common stock as a result of the dilution~~ ~~which~~is ~~would~~extremely ~~result~~limited ifand ~~such securities were converted into shares of KAYS common stock.~~sporadic

~~Future~~KAYS’s ~~sales~~common ofstock ~~shares~~is quoted on the OTCQB tier of the over-the-counter market operated by OTC Markets Group, Inc. The market KAYS’s for common stock is limited ~~pursuant~~and tosporadic. ~~Rule~~Trading ~~144~~in ~~under~~stock quoted on the ~~Securities~~OTCQB ~~Act~~is ~~could~~often ~~adversely~~thin ~~affect~~and characterized by wide fluctuations in trading prices, due to many factors that may have little to do with our operations or business prospects. This volatility could depress the market price of KAYS’s common stock for reasons unrelated to operating performance. Moreover, the trading of securities in the OTCQB is often more sporadic than the trading of securities listed on a quotation system like NASDAQ, or a stock exchange like the New York Stock Exchange.

KAYS has a substantial number of shares of common stock which were issued in transactions exempt from the registration requirements of the Securities Act and are now available for public sale pursuant to the Rule 144 under the Securities Act. Such sales could adversely affect the market price of KAYS’s common stock.25

~~Because~~KAYS’s wecommon ~~are~~stock ~~not~~is a ~~subject~~penny tostock. ~~compliance~~Trading ~~with rules~~of ~~requiring~~KAYS’s ~~the~~common ~~adoption~~stock ofmay ~~certain~~be ~~corporate~~restricted ~~governance~~by ~~measures,~~the ~~our~~penny ~~stockholders~~stock ~~have~~regulations ~~limited~~adopted ~~protection~~by ~~against~~the ~~interested~~Securities ~~director~~and Exchange ~~transactions~~Commission (the “SEC”) and FINRA’s sales practice requirements, ~~conflicts~~which ofmay ~~interest~~limit a stockholder’s ability to buy and ~~similar~~sell ~~matters~~our common stock.

~~Sarbanes~~KAYS’s common stock is a penny stock. The SEC has adopted Rule 15g-~~Oxley~~9 aswhich ~~well~~generally defines “penny stock” to be any equity security that has a market price (as ~~rule~~defined) ~~changes~~less ~~proposed~~than ~~and~~$5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. ~~enacted~~KAYS’s common stock is covered by the ~~SEC~~penny stock rules, ~~the~~which ~~NYSE/AMEX~~impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and ~~the~~accredited ~~NASDAQ~~investors. ~~Stock~~The ~~Market~~term as“accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a ~~result~~net worth in excess of ~~Sarbanes-Oxley~~$1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require ~~the~~a ~~implementation~~broker-dealer, ofprior ~~various~~to ~~measures~~a transaction in a penny stock ~~relating~~not otherwise exempt from the rules, to ~~corporate~~deliver ~~governance~~a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. ~~These~~The ~~measures~~broker-dealer ~~are~~also ~~designed~~must toprovide ~~enhance~~the customer with current bid and offer quotations for the ~~integrity~~penny stock, the compensation of ~~corporate~~the ~~management~~broker-dealer and its salesperson in the ~~securities~~transaction ~~markets~~and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and ~~apply~~offer toquotations, and ~~securities~~the ~~that~~broker-dealer ~~are~~and ~~listed~~salesperson oncompensation ~~those~~information ~~exchanges~~must be given to the customer orally or in writing prior to effecting the transaction ~~NASDAQ~~and ~~Stock~~must ~~Market~~be given to the customer in writing before or with the customer’s confirmation. ~~Because~~In weaddition, ~~are~~the ~~not~~penny ~~currently~~stock rules ~~required~~require that prior to ~~comply~~a transaction in a penny stock not otherwise exempt from these rules; the broker-dealer must make a special ~~with~~written ~~many~~determination ofthat the ~~corporate~~penny ~~governance~~stock ~~provisions~~is a suitable investment for the purchaser and ~~because~~receive wethe ~~chose~~purchaser’s written agreement to ~~avoid~~the ~~incurring~~transaction. These disclosure requirements may have the ~~substantial~~effect ~~additional~~of ~~costs~~reducing ~~associated~~the ~~with~~level of trading activity in the secondary market ~~voluntary~~for ~~compliance,~~the westock ~~have~~that ~~not~~is ~~yet~~subject ~~adopted~~to these ~~measures~~penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in, and limit the marketability of, KAYS’s common stock.

WeIn doaddition ~~not~~to ~~currently~~the ~~have~~penny ~~independent~~stock ~~audit~~rules promulgated orby ~~compensation committees.~~the AsSEC, FINRA (the Financial Industry Regulatory Authority) has adopted rules that require when recommending an investment to a ~~result~~customer, ~~directors~~a broker- dealer must have reasonable grounds for believing that the ~~ability,~~investment ~~among~~is ~~other~~suitable ~~things,~~for that customer. Prior to recommending ~~determine~~speculative low -priced securities to their ~~own~~non-institutional ~~level~~customers, ofbroker-dealers ~~compensation.~~must ~~Until~~make wereasonable ~~comply~~efforts to obtain ~~with~~information ~~such~~about ~~corporate~~the ~~governance~~customer’s ~~measures~~financial status, ~~regardless~~tax ofstatus, ~~whether~~investment ~~such~~objectives ~~compliance~~and isother ~~required~~information. Under interpretations of these rules, the ~~absence~~FINRA ofbelieves ~~such~~that ~~standards~~there ofis ~~corporate governance~~a ~~may~~high ~~leave~~probability ~~our~~that ~~stockholders~~speculative ~~without~~low-priced ~~protections~~securities ~~against~~will ~~interested-~~not ~~director~~be ~~transactions,~~suitable ~~conflicts~~for ofat least ~~interest,~~some ifcustomers. ~~any,~~FINRA’s ~~and similar~~requirements ~~matters~~make ~~and~~it ~~investors~~more ~~may~~difficult befor ~~reluctant~~broker-dealers to ~~provide~~recommend usthat ~~with~~their ~~funds~~customers ~~necessary~~buy KAYS’s common stock, which may limit investor ability to ~~expand~~buy ~~our~~and ~~operations~~sell asKAYS’s acomm

WeThe ~~intend~~market to comply with all corporate governance measures relating to director independence as and when required. However, we may find it very difficult or be unable to attract and retain qualified officers, directors and members of board committees required to provide for ~~our~~penny ~~effective management as a result~~stocks ~~of Sarbanes-Oxley. The enactment of Sarbanes-Oxley~~ has ~~resulted~~experienced innumerous afrauds ~~series of rules~~ and ~~regulations~~abuses ~~by the SEC~~ that ~~increase~~could ~~responsibilities and~~adversely ~~liabilities~~impact ofKAYS’s ~~directors~~common ~~and executive officers~~stock. ~~The perceived increased personal risk associated with these recent changes may make it more costly or deter qualified individuals from accepting these roles.~~

15Company management believes that the market for penny stocks has suffered from patterns of fraud and abuse. Such patterns include:

~~Item 1B.~~● ~~Unresolved~~control ~~Staff~~of ~~Comments.~~the market for the security by one or a few broker-dealers that are often related to a promoter or issuer;

~~Not applicable.~~● manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; ● boiler room practices involving high pressure sales tactics and unrealistic price projections by salespersons; ● excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and

~~Item 1C.~~● ~~Cybersecurity.~~wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses.

In the normal course of business, we may collect and store personal information and other sensitive information, including proprietary and confidential business information, trade secrets, intellectual property, patient information, sensitive third-party information and employee information. To protect this information, our existing cybersecurity policies require continuous monitoring and detection programs, network security precautions, encryption of critical data and in-depth security assessments of vendors. We maintain various protections designed to safeguard against cyberattacks, including firewalls and virus detection software. Our information technology (“IT”) team (In-house and outside consultants) s responsible for these ongoing monitoring and detection activities.26

~~The governance~~FINRA ofsales ~~our~~practice ~~cybersecurity risks involves active and informed participation from our management team, our IT team and our board~~requirements ofmay ~~directors.~~also ~~This~~limit ~~oversight~~a ~~includes~~stockholder’s ~~briefings~~ability ~~by our IT team on the nature of the risks we face and the steps we are taking~~ to ~~mitigate these~~buy ~~risks, as well as immediately reporting any significant cybersecurity incident that occurs to management~~ and ~~the~~sell ~~board~~our ofcommon ~~directors~~stock.

WeIn addition to the “penny ~~have~~stock” ~~not~~rules ~~experienced~~described aabove, ~~cybersecurity~~FINRA ~~incident~~has adopted rules that ~~had~~require that in recommending an investment to a ~~material~~customer, ~~impact~~a onbroker-dealer must ~~our~~have ~~business~~reasonable ~~strategy~~grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, ~~results~~broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of ~~operations~~these rules, orthe ~~financial~~FINRA believes that ~~condition~~there is a high probability that speculative low-priced securities will not be suitable for at least some customers. WeThe ~~continue~~FINRA requirements make it more difficult for broker-dealers to ~~monitor~~recommend ~~potential~~that ~~cybersecurity~~their ~~threats~~customers ~~and~~buy ~~incorporate~~our ~~findings~~common ~~into~~stock, which may limit your ability to buy and sell our ~~risk~~common ~~management~~stock ~~strategies~~and have an adverse effect on the market for shares of our common stock.

~~Item~~The price of our common stock 2.may ~~Properties~~become volatile, which could lead to losses by investors and costly securities litigation.

OnThe ~~February~~trading ~~28,~~price ~~2023 the Company concluded the sale~~ of ~~a a 26-acre parcel in Lebanon, Linn County, Oregon that it had previously purchased for $510,000 as part of~~ our ~~focus~~common ~~on moving our~~stock ~~cannabis~~is ~~operations~~likely ~~overseas.~~to Webe ~~sold~~highly ~~the~~volatile ~~Property for a price of $769,500, less commissions~~ and ~~customary~~could ~~closing~~fluctuate ~~costs~~in ~~and~~response ~~repayment of~~to ~~loans~~factors ~~against the transaction. After~~ such ~~repayments, the Company realized net proceeds of approximately $302,000.~~as:

On● ~~April~~actual ~~21,~~or ~~2023~~anticipated ~~the~~variations ~~Company~~in ~~concluded~~our ~~the~~operating ~~sale~~results; ● announcements of ~~its~~developments ~~Salem~~by ~~Retail~~us ~~Cannabis~~or ~~Store~~our ~~(“Store~~competitors; ~~2”)~~● ~~for~~announcements ~~$210~~by us or our competitors of significant acquisitions,~~000~~ strategic partnerships, ~~less~~joint aventures 6%or ~~closing commission~~capital ~~and~~commitments; ~~minor~~● ~~closing~~adoption ~~expenses.~~of ~~After~~new ~~these~~accounting ~~expenses~~standards ~~and~~affecting ~~paying~~our ~~$75,000~~Company’s toindustry; ~~resolve~~● ~~three~~additions ~~non-performing~~or ~~store~~departures ~~leases~~of inkey ~~South~~personnel; ~~Oregon,~~ ● sales of our common stock or other securities in the ~~Company~~open ~~netted~~market; ~~$118~~and ● other events or factors,~~900~~ many of which are beyond our control.

The ~~Company~~stock ~~utilized~~market ~~the~~is ~~net~~subject ~~proceeds~~to ~~of approximately~~significant ~~$420,000~~price ~~from~~and ~~both~~volume fluctuations. In the ~~sale~~past, following periods of volatility in the ~~Property~~market ~~and~~price ~~Store~~of 2a company’s securities, ~~for~~securities class ~~general~~action ~~working~~litigation ~~capital~~has ~~including~~often been initiated against the ~~development~~company. ofLitigation ~~its~~initiated ~~planned~~against ~~Oregon~~us, ~~psilocybin~~whether or not successful, could ~~business~~result in substantial costs and ~~development~~diversion of ~~its~~our ~~international~~management’s ~~projects~~attention and resources, which could harm our business and financial condition.

~~Item~~If securities analysts do not 3.initiate ~~Legal~~coverage ~~Proceedings~~or continue to cover our common stock or publish unfavorable research or reports about our business, this may have a negative impact on the market price of our common stock.

~~From~~The trading market for the common ~~time-to-time~~stock ~~KAYS~~will ~~may~~depend beon ~~party~~the toresearch ~~various~~and ~~legal~~reports ~~proceedings~~that insecurities analysts publish about our business and the ~~ordinary~~Company. ~~course~~We do not have any control over these analysts. There is no guarantee that securities analysts will cover the common stock. If securities analysts do not cover the common stock, the lack of ~~business~~research coverage may adversely affect its market price. ~~Please~~If ~~see~~we ~~paragraphs~~are ~~below~~covered ~~for~~by securities analysts, ~~results~~and our stock is the subject of ~~legal~~an ~~proceedings~~unfavorable ~~during~~report, ~~2023~~our stock price and ~~2022~~trading volume would likely decline. If one or more of these analysts ceases to cover the Company or fails to publish regular reports on the Company, we could lose visibility in the financial markets, which could cause our stock price or trading volume to decline.

~~Lawsuit from Law Offices of Ross Day~~27

~~On September~~The 9,board ~~2022~~of ~~the~~directors ~~Company~~of ~~received notice from its Oregon Counsel that Day Law & Associates, P.C. (Attorney Ross Day is a former~~KAYS ~~attorney~~has ~~for~~ the ~~Company) had filed suit in Washington County~~authority, ~~Oregon~~without ~~seeking~~stockholder ~~damages in the amount of $16~~approval,~~169.24~~ ~~for~~to ~~unpaid~~issue ~~legal~~preferred ~~fees, plus~~stock ~~any~~with ~~costs,~~terms ~~disbursements and attorney fees awarded. On March 30, 2023 the Company was advised from its current Oregon counsel~~ that ~~the~~may ~~Court~~not ~~has~~be ~~appointed~~beneficial anto ~~arbitrator,~~common stockholders and with the ~~Company~~ability ~~intends~~ to ~~either~~adversely ~~seek~~affect ~~settlement~~common orstockholder ~~otherwise~~voting ~~litigate~~power ~~the~~and ~~matter~~rights ~~based on~~upon ~~the results of the arbitration~~liquidation.

OnKAYS’s Certificate of Incorporation ~~August~~allows ~~24,~~us ~~2023~~to issue shares of preferred stock without any vote or further action by our stockholders. Our board of directors has the ~~Company~~authority to fix and ~~Day~~determine ~~Law~~the &relative ~~Associates~~rights ~~participated~~and inpreferences anof ~~Arbitration~~preferred instock. anAs ~~attempt~~a result, our board of directors could authorize the issuance of a series of preferred stock that would grant to ~~resolve~~holders of preferred stock the ~~Matter~~rights ~~without~~to ~~Litigation~~our assets upon liquidation, the right to receive dividend payments before dividends are distributed to the holders of common stock and the right to the redemption of the shares, together with a premium, prior to the redemption of our common stock.

~~On October~~The ~~11,~~ability ~~2023 the Arbitrator ruled in favor~~ of ~~the~~our ~~Company and awarded the Company $3,000 in legal Fees and $781 in Costs. Since that~~principal ~~time the Company has been advised that Day Law & Associates~~stockholders, ~~P.C.~~including ~~appealed~~our ~~the Arbitration Award~~CEO, ~~but~~to nocontrol ~~new~~our ~~hearing~~business ~~date~~may ~~has~~limit ~~been set~~or ~~and~~eliminate weminority ~~are~~stockholders’ ~~reviewing~~ability ~~if the Company wants~~ to ~~allow~~influence ~~the Oregon Bar to mediate the case~~corporate affairs.

~~Lawsuit~~The principal non-affiliated stockholder ~~from~~of P3KAYS ~~Distributing~~holds ~~LLC~~4,000,000 shares of common stock and 20 shares of Series D Convertible Preferred Stock. Additionally, our CEO owns 6,113,345 shares of common stock and 20 shares of Series D Convertible Preferred Stock. Each Series D Preferred Share votes as 1% of the issued and outstanding common shares on an as converted, fully diluted basis. There are presently 41,572,835 shares of common stock outstanding, so factoring in the conversion of these Series D Preferred Shares means that these two parties have approximately 54% of votes on matters presented to stockholders.

OnAccordingly, these two individuals ~~February~~are ~~23,~~in ~~2024~~a ~~the~~position ~~Company~~to ~~received~~significantly ~~notice~~influence ~~from~~membership ~~its~~of ~~Oregon~~our ~~Counsel~~board ~~that~~of P3directors ~~Distributing~~as ~~L.L.C~~well (aas ~~vendor~~all ~~that~~other ~~supplied~~matters ~~containers~~requiring ~~used~~stockholder approval. inThe interests of our principal stockholders may differ from the ~~sale~~interests of ~~cannabis)~~other ~~had~~stockholders ~~filed~~with ~~suit~~respect into ~~Marion~~the ~~County~~issuance of shares, business ~~Oregon~~transactions ~~seeking~~with ~~damages~~or insales ~~the~~to ~~amount~~other companies, selection of ~~$12,149~~other officers and directors and other business decisions.00 ~~for~~The ~~unpaid~~minority stockholders ~~vendor~~have ~~invoices~~no way of overriding decisions made by our principal stockholders. This level of control may also have an adverse impact on the market value of our shares because our principal stockholders may institute or undertake transactions, policies or programs that ~~plus~~result ~~interest~~in atlosses and/or may not take any steps to increase our visibility in the ~~rate~~financial community and/or may sell sufficient numbers of 9%shares ~~per~~to ~~annum~~significantly ~~from~~decrease ~~February~~our ~~29,~~price ~~2020~~per share.

~~The Company~~We isdo ~~working~~not ~~with~~expect ~~its~~to ~~Oregon~~pay ~~Counsel~~cash dividends toin ~~resolve~~ the ~~matter~~foreseeable future.

16KAYS has not paid cash dividends on its shares of common stock and does not intend to do so at any time in the foreseeable future. The future payment of dividends depends upon future earnings, capital requirements, financial requirements and other factors that the companies’ board of directors will consider. Since they do not anticipate paying cash dividends on the common stock, return on investment, if any, will depend solely on an increase, if any, in the market value of the common stock.

~~PART~~The conversion of the 40 shares IIof KAYS’ outstanding Series D Preferred stock by the CEO and an unrelated third-party stockholder would result in the issuance of an additional 27,715,222 shares of KAYS’ common stock, (without taking into effect the conversion into shares of KAYS common stock of any or all outstanding convertible debt described in this prospectus). Accordingly, such market overhang could adversely impact the market price of the common stock.

~~Item~~ KAYS has 40 shares of Series 5.D ~~Market~~Convertible ~~for~~Preferred ~~Registrant’s~~Stock ~~Common~~outstanding, ~~Equity~~20 shares of which are held by our CEO and ~~Related~~20 ~~Stockholder~~of ~~Matters~~which are held by an unrelated third-party stockholder. These preferred shares can be converted into a total of 27,715,222 shares of KAYS common stock which would result in substantial dilution if converted.

~~Market~~Additionally, as of the date of this ~~for~~filing ~~Common~~the ~~Stock~~Company has convertible debt of approximately $8,079,652 principal amount (without taking into effect the accrued interest which could also be converted) which can be converted into KAYS stock at $0.08 per share (with certain ratchet provisions that would allow stock to be issued at lower prices in event of market reductions in the price of KAYS stock, with a minimum conversion price of $0.02 per share), subject to certain ownership volume limitations and could result in further substantial dilution if all converted.

~~Our common~~Such ~~stock~~market isoverhang ~~currently traded on the OTCQB tier~~ of ~~the~~both ~~over-~~the~~-counter~~ ~~market~~KAYS Series ~~operated~~D byPreferred ~~OTC~~Shares ~~Markets~~and ~~Group, Inc. under~~ the ~~symbol “~~KAYS.” ~~Such~~Convertible ~~market~~Debt iscould ~~extremely~~adversely ~~limited.~~impact Wethe ~~can~~market ~~provide~~price noof ~~assurance~~KAYS’s ~~that~~common ~~our~~stock ~~shares~~as ~~will~~a ~~continue to be traded on~~result of the ~~OTCQB~~dilution orwhich ~~another~~would ~~exchange,~~result or if ~~traded,~~such ~~that~~securities ~~the~~were ~~current~~converted ~~public~~into ~~market~~shares ~~will~~of beKAYS ~~sustainable~~common stock.

~~Holders of Our Common Stock~~28

~~As of~~Future ~~the~~sales ~~date~~ of ~~this~~shares ~~Annual Report, we had 646 holders~~ of ~~record of our~~ KAYS common stock. ~~One~~pursuant ~~of these holders is CEDE and Company which is the mechanism used for brokerage firms~~ to ~~hold~~Rule ~~securities~~144 inunder ~~book entry form on behalf of their clients. As of~~ the ~~date~~Securities ofAct ~~this~~could ~~Annual Report,~~adversely ~~CEDE~~affect ~~held 8,860,806 shares of common stock for these stockholders. When~~ the ~~Company~~market ~~last~~price ~~received a report from CEDE it showed a log~~ of ~~7,669 stockholders that consented to release their name to the Company for purposes of stockholder communications. Accordingly, we believe that~~ KAYS’s ~~has~~common ~~approximately 8,000 beneficial stockholders as of such date~~stock.

~~Securities~~KAYS has a substantial number of shares ~~Authorized~~of common stock which were issued in transactions exempt from the registration requirements of the Securities Act and are now available for ~~Issuance~~public sale pursuant to the Rule 144 under ~~Equity~~the ~~Compensation~~Securities ~~Plans~~Act. Such sales could adversely affect the market price of KAYS’s common stock.

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future insurance under equity compensations plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders	0 shares (1)	n/a	0 shares
Equity compensation plans not approved by security holders	0 shares	n/a	0 shares

Because we are not subject to compliance with rules requiring the adoption of certain corporate governance measures, our stockholders have limited protection against interested director transactions, conflicts of interest and similar matters.

~~(1)~~Sarbanes-Oxley as well as rule changes proposed and enacted by the SEC, the NYSE/AMEX and the NASDAQ Stock Market as a result of Sarbanes-Oxley, require the implementation of various measures relating to corporate governance. These measures are designed to enhance the integrity of corporate management and the securities markets and apply to securities that are listed on those exchanges or the NASDAQ Stock Market. Because we are not currently required to comply with many of the corporate governance provisions and because we chose to avoid incurring the substantial additional costs associated with voluntary compliance, we have not yet adopted these measures.

17We do not currently have independent audit or compensation committees. As a result, directors have the ability, among other things, to determine their own level of compensation. Until we comply with such corporate governance measures, regardless of whether such compliance is required, the absence of such standards of corporate governance may leave our stockholders without protections against interested- director transactions, conflicts of interest, if any, and similar matters and investors may be reluctant to provide us with funds necessary to expand our operations as a

~~Recent~~We intend to comply with all corporate ~~Sales~~governance ofmeasures ~~Registered~~relating to director independence as and ~~Unregistered~~when ~~Securities~~required. ~~(includes~~However, ~~common~~we ~~stock~~may find it very difficult or be unable to attract and retain qualified officers, ~~preferred~~directors ~~stock~~and members of board committees required to provide for our effective management as a result of Sarbanes-Oxley. The enactment of Sarbanes-Oxley has resulted in a series of rules and ~~debt~~regulations ~~issuances/cancellations)~~ by the SEC that increase responsibilities and liabilities of directors and executive officers. The perceived increased personal risk associated with these recent changes may make it more costly or deter qualified individuals from accepting these roles.

~~Convertible~~You may experience dilution ~~Debt~~of ~~Issuances~~your ownership interests because of the future issuance of additional shares of common stock.

~~There~~In the future, we may issue additional ~~were~~authorized nobut ~~new~~previously unissued equity securities, resulting in the dilution of the ownership interests of our stockholders. We may also issue additional shares of our securities that are convertible ~~debt~~into ~~issuances~~or exercisable for common stock, as the case may be, in connection with hiring or retaining employees, future acquisitions, future sales of ~~December~~its 31securities for capital raising purposes, ~~2023~~or for other business purposes. The future issuance of any such additional shares of common stock may create downward pressure on the value of our securities. There can be no assurance that we will not be required to issue additional shares of common stock, warrants or other convertible securities in the future in conjunction with any capital raising efforts, including at a price (or exercise prices) below the price at which our shares may be valued or are trading in a public market.

~~Common~~We have agreed to indemnify ~~Stock~~our ~~Issuances-~~officers and directors and a Key Consultant against lawsuits to the fullest extent of the law.

~~There~~KAYS is a Delaware corporation. Delaware ~~were~~law nopermits ~~new~~the ~~common~~indemnification ~~stock~~of ~~issuances~~officers asand directors against expenses incurred in successfully defending against a claim. Our organizational documents provide for this indemnification to the fullest extent permitted by law. This may result in a major cost to the corporation and hurt the interests of ~~December~~stockholders ~~31,~~because ~~2023~~corporate resources may be expended for the benefit of directors and officers.

~~Item~~The Company has been advised that, 6.in ~~[Reserved]~~the opinion of the Securities and Exchange Commission, indemnification for liabilities arising under federal securities laws is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

~~Not applicable.~~29

18Item 1B. Unresolved Staff Comments.

~~Item 7.~~Not ~~Management’s Discussion and Analysis of Financial Condition and Results of Operations~~applicable.

~~Results of~~Item ~~Operations~~1C. Cybersecurity.

~~Year ended December 31, 2023 compared to year ended December 31, 2022~~ Risk

~~Revenues~~ In the normal course of business, we may collect and store personal information and other sensitive information, including proprietary and confidential business information, trade secrets, intellectual property, patient information, sensitive third-party information and employee information. To protect this information, our existing cybersecurity policies require continuous monitoring and detection programs, network security precautions, encryption of critical data and in-depth security assessments of vendors. We maintain various protections designed to safeguard against cyberattacks, including firewalls and virus detection software. Our information technology (“IT”) team (In-house and outside consultants) s responsible for these ongoing monitoring and detection activities.

WeThe ~~had~~governance ~~revenues~~ of ~~$196,294~~our ~~for~~cybersecurity ~~the~~risks ~~year~~involves active ~~ended~~and ~~December~~informed ~~31,~~participation ~~2023,~~from asour ~~compared~~management toteam, ~~revenues~~our ofIT ~~$685,379~~team ~~for~~and ~~the~~our ~~year~~board ~~ended~~of ~~December 31, 2022~~directors. ~~The~~This ~~decrease~~oversight inincludes ~~revenues~~briefings by ~~from~~our ~~2022~~IT toteam ~~2023~~on ~~was~~the ~~due~~nature toof the ~~close~~risks ofwe aface ~~retail~~and ~~shop~~the insteps ~~Oregon~~we asare wetaking ~~focused~~to onmitigate ~~moving~~these ~~our~~risks, ~~cannabis business~~as ~~overseas~~well ~~and~~as ~~concentrated~~immediately onreporting any ~~the~~significant ~~development~~cybersecurity ofincident ~~our~~that ~~Psychedelic~~occurs ~~Medicine~~to ~~business~~management and the ~~launch~~board of ~~The Sacred Mushroom™ facility in Portland, Oregon~~directors.

~~Cost~~We have not experienced a cybersecurity incident that had a material impact on our business strategy, results of ~~Sales~~operations, or financial condition. We continue to monitor potential cybersecurity threats and incorporate findings into our risk management strategies.

WeItem ~~had~~2. ~~a cost of sales of $81,345 on revenues of $196,294 for the year ended December 31, 2023 versus a cost of sales of $225,107 on revenues of $685,379 for the year ended December 31, 2022~~ Properties.

A black background with white text

Description automatically generated

~~Operating~~The ~~Expenses~~Sacred Mushroom Psychedelic Treatment Center occupies approximately 11,000 square feet of leased space (the entire seventh floor) in the gentrifying Old Chinatown area of downtown Portland, Oregon. provides guests with access to private treatment rooms, group session areas, and activity zones with movement, listening stations, journaling chairs, and art expression for distinctive, effective, and positive psilocybin treatments. The setting and space are designed to deliver the ultimate in safe, comfortable, and relaxing psychedelic treatments.

~~General~~KAYS ~~and~~also ~~administrative~~leases ~~were~~a ~~$396,962~~work ~~for~~apartment ~~the year ended December 31, 2023, as compared to $525,855~~ for ~~the~~Craig ~~year ended December 31, 2022. Salaries~~ Frank and ~~wages~~other ~~were~~Company ~~$209,433~~personnel ~~for~~in ~~the year ended December 31~~Portland, ~~2023 as compared to $383~~Oregon,~~762~~ for ~~the~~visiting ~~year~~personnel ~~ended~~who ~~December~~are ~~31,~~in ~~2022.~~Oregon ~~The decrease~~ in ~~general~~connection ~~and~~with ~~administrative~~the ~~expense~~Company’s ~~categories from 2022 to 2023 reflects our shift of focus to overseas development of~~ operations~~. Salaries and wages decrease was mainly due to the~~ ~~close of retail shop~~ in ~~Oregon~~that state.

~~Professional~~KAYS ~~fees~~currently ~~were~~leases ~~$752,973~~a ~~for~~modest ~~the~~corporate ~~year~~office ~~ended~~of ~~December~~less ~~31,~~than ~~2023, as compared to $~~1,~~262,095~~000 ~~for~~square ~~the~~feet ~~year~~in ~~ended~~Fort ~~December 31~~Lauderdale, ~~2022,~~Florida ~~reflecting~~for ause ~~decrease~~by ofCraig ~~$509~~Frank,~~122.~~ ~~The~~KAYS ~~decrease~~Chief ~~was primarily~~Executive ~~due~~Officer toand aother ~~decrease~~Company ~~in the expense for accounting and consulting~~personnel. However, ~~After~~in ~~giving~~during ~~effect~~the tofirst ~~all~~quarter of ~~the foregoing~~2025, ~~total operating expenses were $1,359,368 for~~ the ~~year~~Company ~~ended~~closed ~~December~~this ~~31,2023,~~office asdue ~~compared~~ to ~~$2,171,712 for~~ the ~~year~~increased ~~ended~~amount ~~December~~of ~~31,~~time ~~2022.~~spent ~~Accordingly, our~~in ~~operating~~Oregon ~~loss~~by ~~was~~our CEO ~~$1,234,769~~and ~~for~~increased ~~the~~capital ~~year~~needs ~~ended~~in ~~December~~other ~~31,~~areas ~~2023,~~of ~~as compared to $1,711,440 for the year ended December 31, 2022~~operations.

~~Interest~~Item ~~expense~~3. Legal Proceedings.

~~Interest~~From ~~expense~~time-to-time ~~was~~KAYS ~~$665,427~~may ~~for~~be ~~the~~party ~~year~~to ~~ended~~various ~~December~~legal ~~31,~~proceedings ~~2023,~~in ~~as compared to $629,386 for~~ the ~~year~~ordinary ~~ended~~course ~~December~~of ~~31,~~business. ~~2022,~~Please ~~reflecting~~see aparagraphs ~~slight~~below ~~increase~~for results of ~~additional~~legal ~~debt~~proceedings ~~incurred~~during in2024 and 2023.

~~Net~~Lawsuit ~~Income~~from ~~(Loss)~~Law Offices of Ross Day

~~After giving~~On ~~effect~~September to9, an2022 ~~operating~~the ~~loss~~Company ofreceived ~~$1,244,419,~~notice ~~interest~~from its ~~expense~~Oregon ofCounsel ~~$665,427,~~that ~~amortization~~Day ofLaw ~~debt~~& ~~discount of $387~~Associates,~~072,~~ ~~gain~~P.C. on(Attorney ~~disposal/impairment of~~Ross ~~fixed~~Day ~~assets~~is ofa ~~$386,229,~~former ~~gain~~attorney onfor ~~impairment~~the ofCompany) ~~right~~had offiled ~~use~~suit ~~assets of $151,082, change~~ in ~~derivative liabilities income of $3,297,215~~Washington ~~arising~~County, ~~from~~Oregon ~~the~~seeking ~~decrease~~damages ~~of our stock prices which increased the volatility factors used~~ in the ~~derivative~~amount ~~calculations, other income~~ of $~~122~~16,~~210 which included accounts payable forgiveness of $112,560 and other income $9,650~~169.24 ~~We had net income from non-controlling interest of $26,794~~ for ~~the~~unpaid ~~year~~legal ~~ended December 31~~fees, ~~2023.~~plus ~~Additionally,~~any ~~the Company has accrued a tax liability of $899~~costs,~~344~~ ~~related~~disbursements toand ~~potential~~attorney ~~taxes~~fees ~~due under the IRS Code 280E~~awarded.

~~This~~On ~~compares~~August to24, a2023 ~~net~~the ~~loss~~Company ~~from~~and ~~non-controlling~~Day ~~interest of~~Law ~~$155,080~~& ~~for~~Associates participated ~~the~~in ~~year~~an ~~ended~~Arbitration ~~December~~in ~~31,~~an ~~2022,~~attempt ~~after giving effect~~ to anresolve ~~operating~~the ~~loss~~Matter ofwithout $1Litigation,~~711,440,~~ ~~interest~~and ~~expense~~on ofOctober ~~$629~~11,~~386, amortization~~ of2023 ~~debt~~the ~~discount~~Arbitrator ruled in favor of ~~$303,398~~the Company and ~~gain~~awarded onthe ~~disposal~~Company of $173,~~177~~000 ~~offset~~in bylegal ~~other~~Fees ~~income~~and ~~from~~$781 ~~a change~~ in ~~derivative~~Costs. ~~liabilities expense of $1~~However,~~010,737.~~ ~~The~~the ~~net~~Company ~~income~~subsequently ~~attributable~~agreed to waive the ~~Company~~Award ~~for~~in ~~2023~~consideration ~~and~~of ~~net~~Day ~~loss~~Law ~~attributable~~dropping to the ~~Company for 2022 was $1,609,697 and $3,731,694, respectively~~matter.

~~Liquidity~~Lawsuit ~~and~~from ~~Capital~~P3 ~~Resources~~Distributing LLC

~~During~~On ~~2023~~February ~~our~~23, ~~cash~~2024 ~~position~~the ~~increased~~Company byreceived notice ~~$10,778~~from its Oregon Counsel that P3 Distributing L.L.C (a vendor that supplied containers used in the sale of cannabis) had filed suit toin ~~$29~~Marion County,~~108~~ ~~and~~Oregon ~~our~~seeking ~~negative~~damages ~~working~~in ~~capital~~the ~~deficit~~amount ~~was~~of $712,~~307~~149.00 for unpaid vendor invoices,~~979~~ plus interest at the rate of 9% per annum from February 29, 2020.

AsOn ofOctober ~~December 31~~17, ~~2023,~~2024 the ~~our~~Company ~~working~~settled ~~capital~~the ~~consisted of~~Lawsuit ~~cash~~with ofP3 ~~$29,108,~~Distributing. ~~inventories~~Terms offor ~~$9,259~~the ~~and~~settlement ~~prepaid~~require ~~expenses~~a monthly payment of $~~58,588~~300.00 asper ~~compared~~month tofor ~~cash~~18 ofmonths with ~~$18,330,~~a ~~inventories~~ballon payment of $11,~~990~~779.20 ~~and~~due ~~prepaid expenses~~at ofthe ~~$28,158~~conclusion as of ~~December~~the ~~31,~~payment ~~2022~~schedule.

Our current liabilities include accounts payable and accrued expenses of $589,085, accounts payable and accrued expenses-related parties of $514,972, accrued interest of $2,369,015, current portion of lease liability of $30,885, tax liability of $899,344, convertible notes payable- net of discount of $25,000, notes payable of $124,312 and derivative liabilities of $2,752,321 as compared to current liabilities include accounts payable and accrued expenses of $961,396, accounts payable and accrued expenses-related parties of $273,190 accrued interest of $1,759,669 current portion of lease liability of $93,067, tax liability of $876,017 convertible notes payable- net of discount of $240,293, notes payable of $9,312 and derivative liabilities of $6,204,878 as of December 31, 2022.

19PART II

	2023			2022
Net cash (used in) operating activities	$	(1,045,799	)	$	(918,799	)
Net cash provided by investing activities	$	812,859		$	17,177
Net cash provided by financing activities	$	245,000		$	370,000
Net increase in cash	$	12,060		$	531,622

Market for Common Stock

~~Cash~~Our common stock is currently traded on the OTCQB ~~Used~~tier inof ~~Operating~~the ~~Activities~~over-the-counter market operated by OTC Markets Group, Inc. under the symbol “KAYS.” Such market is extremely limited. We can provide no assurance that our shares will continue to be traded on the OTCQB or another exchange, or if traded, that the current public market will be sustainable.

~~During 2023,~~Holders ~~we had cash~~ of ~~$1,045,799~~Our ~~used~~Common ~~in operating activities, as compared to cash used in operations of $918,799 in 2022.~~Stock

~~Cash~~As ~~Provided~~of bythe ~~(Used~~date ~~in)~~of ~~Investing~~this ~~Activities~~Annual Report, we had 41,572,835 shares of common stock issued and outstanding and approximately 652 holders of record of our common stock.

~~During~~One ~~2023,~~of wethese ~~had~~holders ~~cash~~is ofCEDE ~~$812,859~~and ~~provided~~Company bywhich ~~investing~~is ~~activities,~~the asmechanism ~~compared~~used for brokerage firms to ~~$17~~hold securities in book entry form on behalf of their clients. As of the date of this Annual Report,~~177~~ ~~provided~~CEDE byheld ~~investing~~8,860,806 ~~activities~~shares inof ~~2022~~common stock for these stockholders. ~~Income~~When inthe ~~2023~~Company ~~and~~last ~~2022~~received ~~consisted~~a report from CEDE it showed a log of ~~property~~7,669 ~~and~~stockholders ~~equipment~~that consented to release their name to the Company for purposes of stockholder communications. Accordingly, ~~proposal~~we believe that KAYS has approximately 8,000 beneficial stockholders as of such date.

~~Cash~~Securities ~~Provided~~Authorized byfor ~~Financing~~Issuance ~~Activities~~under Equity Compensation Plans

During 2023, $615,000 of notes payable was issued and $370,000 of convertible notes were paid off, as compared to $370,000 of convertible debt issued in 2022.

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future insurance under equity compensations plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders	0 shares ⁽¹⁾	n/a	0 shares

Equity compensation plans not approved by security holders	0 shares	n/a	0 shares

~~Additional Capital~~31

AsRecent ofSales ~~December 31, 2023, we had cash~~ of ~~$29,108~~Registered and a ~~working~~Unregistered ~~capital~~Securities (includes ~~deficiency~~common ~~of $7~~stock,~~307,979~~ aspreferred ~~compared~~stock, toconvertible ~~cash~~debt ~~of $18,330~~ and adebt ~~working capital deficiency of $10,359,344 at December 31, 2022.~~issuances/cancellations)

~~Management~~On ~~believes~~January ~~that~~20, it2024, ~~will~~the ~~require~~Company ~~additional~~commenced ~~capital~~a private placement offering (the “2024 Private Placement”) of Units (“Units”) at a price of $25,500 per inUnit. ~~addition~~Each toUnit ~~anticipated~~consisted ~~revenues~~of ~~from~~a ~~operations~~10% totwo-year ~~fund~~promissory ~~expansion~~note of the Company’s ~~operations~~in ~~and~~the ~~ultimately~~original ~~achieve~~principal amount of $25,000 and 50,000 ~~profitability.~~shares ~~The~~of ~~Company~~common ~~intends~~stock toof ~~seek~~Fifth ~~such~~Dimension ~~additional~~Therapeutics, ~~capital~~Inc. ~~from~~(“FDT”) ~~further~~for ~~private~~$500. ~~offerings~~Each note is convertible at the option of ~~equity~~the ~~and/or~~holder ~~debt~~at ~~securities.~~any ~~However~~time prior to maturity, we ~~may~~into ~~not~~(a) beshares ~~successful~~of incommon ~~raising~~stock ~~additional~~of ~~capital~~KAYS on ~~commercially~~terms ~~reasonable~~comparable ~~terms,~~to ifthose ~~and~~of ~~when~~our ~~needed,~~outstanding prevailing notes at time of conversion; or (b) in ~~which~~the ~~case~~event FDT, our ~~business, financial~~majority ~~condition,~~owned ~~cash~~subsidiary ~~flows~~completes ~~and~~a ~~results~~public offering, shares of ~~operations~~FDT ~~may~~common stock beat ~~materially~~a ~~and~~20% ~~adversely~~discount ~~affected~~to the offering price.

20On January 23, 2024, CVC International Ltd. (the “Investor”) purchased 2.4 Units in the 2024 Private Placement for $61,200.000 Pursuant to the terms of the 2024 Private Placement, the Investor was issued a $60,000 note and 120,000 shares of common stock of FDT.

~~Critical~~On ~~Accounting~~January ~~Estimates~~31, 2024, the holder of the $15,000 10% promissory note issued in December 2023, applied the principal amount of $15,000 and $300 of accrued interest on the promissory note to the purchase of .6 Units in the 2024 Private Placement. Pursuant to the terms of the 2024 Private Placement, the purchaser was issued a $15,000 note and 30,000 shares of common stock of FDT.

On March 12, 2024, the Investor purchased an additional 6 Units in the 2024 Private Placement for $153,000. The price paid included $150,000 in new capital and $3,000 in accrued ~~following~~interest ~~are~~on ~~deemed~~a prior promissory note held by the Investor which was applied to bethe purchase price. Pursuant to the ~~most~~terms ~~significant~~of ~~accounting~~2024 ~~estimates~~Private Placement, ~~affecting~~the usInvestor was issued a $150,000 note and ~~our~~300,000 ~~results~~shares of ~~operations:~~common stock of FDT.

~~Revenue~~On March 15, 2024, the holder of the $100,000 ~~Recognition~~promissory note issued in August 2023, applied the principal amount of $100,000 and $9,650 of accrued interest on the note to the purchase of 4.3 Units in the 2024 Private Placement. Pursuant to the terms of the 2024 Private Placement, the holder received a $107,500 note and 215,000 shares of common stock.

~~Effective January~~On May 1, ~~2018~~2024, the ~~Company~~Investor ~~adopted~~purchased ~~ASC~~an additional ~~606~~6 —Units ~~Revenue~~in ~~from~~the ~~Contracts~~2024 ~~with~~Private ~~Customers.~~Placement ~~Under~~for ~~ASC 606~~$153,000. ~~the~~The ~~Company~~price ~~recognizes~~paid ~~revenue from~~included ~~the commercial sales of products~~$130,000 ~~licensing~~in ~~agreements~~new capital and ~~contracts~~$23,000 toin ~~perform pilot studies by applying the following steps: (1)~~accrued ~~identify~~interest ~~the~~and ~~contract~~principal ~~with~~on a ~~customer;~~prior ~~(2)~~promissory ~~identify~~note ~~the~~held ~~performance~~by ~~obligations in~~ the ~~contract;~~Investor ~~(3)~~which ~~determine~~was ~~the~~applied ~~transaction price; (4) allocate the transaction price~~ to ~~each performance obligation in~~ the ~~contract;~~purchase ~~and (5) recognize revenue when each performance obligation is satisfied~~price. ~~For~~Pursuant ~~the comparative periods, revenue has not been adjusted and continues~~ to ~~be reported under ASC 605 — Revenue Recognition. Under ASC 605, revenue is recognized when~~ the ~~following criteria are met: (1) persuasive evidence~~ terms of ~~an arrangement exists; (2)~~ the ~~performance of~~2024 ~~service~~Private ~~has~~Placement, ~~been rendered to a customer or delivery has occurred; (3)~~ the ~~amount~~Investor ofreceived ~~fee to be paid by~~ a ~~customer~~$150,000 isnote ~~fixed~~ and ~~determinable; and~~300,000 ~~(4)~~shares ~~the collectability~~ of ~~the~~common ~~fee~~stock isof ~~reasonably assured~~FDT.

~~To confirm,~~On ~~all~~June of4, ~~our~~2024, ~~OLCC~~the ~~licensed~~Investor ~~cannabis~~purchased ~~retail~~an additional ~~sales~~6 ~~operations~~Units ~~are~~in ~~conducted~~the ~~and~~2024 ~~operated~~Private onPlacement afor ~~“cash~~$153,000. ~~and~~The ~~carry”~~price ~~basis- product(s)~~paid ~~from~~included ~~our~~$150,000 ~~inventory~~in ~~accounts~~new ~~are~~capital ~~sold~~and to$3,000 ~~the~~in ~~customer(s)~~accrued interest and ~~the~~principal ~~customer~~on ~~settles~~a ~~the~~prior ~~account~~promissory atnote ~~time~~held ofby ~~receipt~~the ofInvestor ~~product via~~which ~~cash~~was ~~payment~~applied atto ~~our retail store;~~ the ~~transaction~~purchase isprice. ~~recorded~~Pursuant atto the ~~time~~terms of ~~sale~~the ~~in our point of sale software system. Revenue is~~2024 ~~only~~Private ~~reported~~Placement, ~~after~~the ~~product~~Investor ~~has~~received ~~been~~a ~~delivered~~$150,000 tonote ~~the customer~~ and ~~the~~300,000 ~~customer~~shares ~~has~~of ~~paid~~common ~~for~~stock ~~the~~of ~~product with cash~~FDT.

~~To date~~On July 22, 2024, the ~~only~~Investor ~~other~~purchased an ~~revenue~~additional we7 ~~have~~Units ~~received~~in isthe 2024 Private Placement for ~~ATM~~$178,000. ~~transactions~~The price paid included $125,000 in new capital and ~~revenue~~$53,500 ~~from~~in ~~this~~accrued interest ~~activity~~and isprincipal ~~only~~on ~~reported~~a ~~after~~prior wepromissory ~~receive~~note held by the Investor which was applied to the purchase price. Pursuant to the terms ~~payment~~of ~~via~~the ~~check~~2024 ~~from~~Private Placement, the ~~ATM~~Investor ~~service~~received ~~provider~~a ~~company~~$175,000 note and 350,000 shares of common stock of FDT.

~~Fair~~On September 13, 2024, the Investor purchased ~~value~~an additional 10 Units in the 2024 Private Placement for $255,000. The price paid included $125,000 in new capital and $130,000 in accrued interest and principal on a prior promissory note held by the Investor which was applied to the purchase price. Pursuant to the terms of ~~financial~~the ~~instruments~~2024 Private Placement, the Investor received a $150,000 note and 500,000 shares of common stock of FDT.

~~The~~On October 29, 2024, the Investor purchased an additional ~~Company~~10 ~~follows~~Units in the ~~provisions~~2024 ofPrivate ~~ASC~~Placement ~~820~~for $255,000. ~~This~~The ~~Topic~~price ~~defines~~paid ~~fair~~included ~~value~~$125,000 ~~establishes~~in anew ~~measurement~~capital ~~framework~~ and ~~expands~~$130,000 ~~disclosures~~in accrued interest ~~about~~and ~~fair~~principal ~~value~~on ~~measurements.~~a Weprior ~~apply~~promissory ~~these~~note ~~provisions~~held toby ~~estimate~~the Investor which was applied to the ~~fair~~purchase ~~value~~price. ofPursuant ~~our~~to ~~financial~~the ~~instruments~~terms ~~including~~of ~~cash,~~the ~~accounts~~2024 ~~payable~~Private ~~and~~Placement, ~~accrued~~the ~~expenses~~Investor received a $150,000 note and ~~notes~~500,000 ~~payable~~shares of common stock of FDT.

~~Income~~On December 14, 2024, the Investor purchased an additional ~~Taxes~~10 Units in the 2024 Private Placement for $255,000. The price paid included $100,000 in new capital and $155,000 in accrued interest and principal on a prior promissory note held by the Investor which was applied to the purchase price. Pursuant to the terms of the 2024 Private Placement, the Investor received a $150,000 note and 500,000 shares of common stock of FDT.

The Company ~~accounts~~issued ~~for income taxes in accordance with ASC 740, Accounting for Income Taxes, as clarified by ASC 740-10, Accounting for Uncertainty in Income Taxes. Our deferred income taxes are determined based on~~ the ~~estimated~~foregoing ~~future~~securities ~~tax effects of differences between~~pursuant ~~the financial statement and tax basis of assets and liabilities given the provisions of enacted tax laws. Deferred income tax provisions and benefits are based on changes~~ to the ~~assets~~exemptions ~~or liabilities~~ from ~~year to year. In providing for deferred taxes,~~ the ~~Company~~registration ~~considers tax~~requirements ~~regulations~~ of the ~~jurisdictions~~Securities inAct ~~which~~afforded ~~the~~by ~~Company~~Section ~~operates,~~4(a)(2) ~~estimates~~ of ~~future~~the ~~taxable~~Securities ~~income,~~Act and ~~available tax planning strategies. If tax regulations, operating results~~ /or ~~the ability to implement tax-planning strategies vary, adjustments to the carrying value of~~Regulation ~~deferred~~D ~~tax~~promulgated ~~assets and liabilities may be required~~thereunder. ~~Valuation allowances are recorded related to deferred tax assets based on the “more likely than not” criteria of ASC 740.~~

~~ASC 740-10~~Item requires that the Company recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit6. For tax positions meeting the “more-likely-than-not” threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority[Reserved].

~~Section 280E~~Not of the Internal Revenue Code, as amended, prohibits businesses from deducting certain expenses associated with trafficking controlled substances (within the meaning of Schedule I and II of the Controlled Substances Act). The IRS has invoked Section 280E in tax audits against various cannabis businesses in the U.S. that are permitted under applicable ~~state laws~~. Although the IRS issued a clarification allowing the deduction of certain expenses, the scope of such items is interpreted very narrowly and the bulk of operating costs and general administrative costs are not permitted to be deducted. While there are currently several pending cases before various administrative and federal courts challenging these restrictions, there is no guarantee that these courts will issue an interpretation of Section 280E favorable to cannabis businesses.

2132

~~Provision~~Item ~~for Income~~7. ~~Taxes~~Management’s Discussion and Analysis of Financial Condition and Results of Operations.

~~We recorded~~Results ~~a provision for income taxes in the amount~~ of $876,017 during the year ended December 31, 2022 compared to $782,107 during the year ended December 31, 2021. Although we have net operating losses that we believe are available to us to offset this entire tax liability, which arises under Section 280E of the Code because we are a cannabis company, as a conservative measure, we have accrued this liability.Operations

~~Recently~~Year ended December 31, 2024 compared to year ~~Issued~~ended ~~Accounting~~December ~~Pronouncements~~31, 2023

~~From time~~Revenues to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the effect of recently issued standards that are not yet effective will not have a material effect on its consolidated financial position or results of operations upon adoption.

~~In August~~We ~~2018,~~generated ~~the~~revenues ~~FASB~~from ~~issued~~continuing operations ~~ASU~~of ~~No. 2018-13~~$7,134 ~~“Fair Value Measurement (Topic 820).” This standard modifies disclosure requirements related to fair value measurement and is effective~~ for ~~all entities for fiscal years, and interim periods within those There are no other recently issued accounting pronouncements that~~ the ~~Company~~year ~~has~~ended ~~yet~~December ~~to adopt that are expected to have a material effect on its financial position~~31, ~~results of operations~~2024, orcompared ~~cash~~to ~~flows.~~$0 ~~fiscal~~for ~~years,~~the ~~beginning~~year ~~after~~ended December 1531, ~~2019~~2023. ~~Early~~These ~~adoption~~revenues iswere ~~permitted. Implementation~~primarily onrelated ato ~~prospective~~the ~~or retrospective basis varies by specific disclosure requirement. The standard also allows for~~ early-stage ~~adoption~~development of ~~any removed~~our orPsychedelic ~~modified~~Medicine ~~disclosures~~business, ~~upon~~including ~~issuance while delaying adoption of the additional disclosures until their effective date.~~ The ~~Company is~~Sacred ~~currently~~Mushroom™ ~~assessing~~facility ~~the~~in ~~impact of adopting this standard on its consolidated financial statements~~Portland, Oregon.

InRevenues ~~December~~from ~~2019~~discontinued operations, ~~the~~which ~~FASB~~reflect ~~issued~~our ~~ASU~~former ~~No.~~cannabis ~~2019-12~~retail business under Marijuana Holdings Americas, Inc., a Florida corporation (“~~Simplifying~~MJAI”), ~~the~~totaled ~~Accounting~~$28,009 ~~for~~in ~~Income~~2024, ~~Taxes~~compared ~~(Topic~~to ~~740)”~~$196,294 in 2023. ~~This~~The ~~standard~~significant ~~simplifies~~decrease in discontinued revenues was due to the ~~accounting~~closure ~~for~~of ~~income~~our ~~taxes.~~last ~~This~~remaining ~~standard~~retail isdispensary ~~effective~~in ~~for~~Oregon ~~fiscal~~during ~~years~~the ~~beginning~~first ~~after~~half ~~December~~of 152024, in ~~2020,~~line ~~including interim~~with ~~periods~~our ~~within~~strategic ~~those~~shift ~~fiscal~~away ~~years.~~from ~~Early~~the ~~adoption~~U.S. iscannabis ~~permitted~~retail ~~for~~market. ~~all~~As ~~entities~~a result, ~~The~~MJAI ~~Company~~was isclassified ~~currently~~as ~~assessing~~a ~~the~~discontinued ~~impact~~operation offor ~~adopting~~the ~~this~~year ~~standard~~ended onDecember ~~its~~31, ~~consolidated financial statements~~2024.

~~In November~~Cost 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2023-07, Improvements to Reportable Segment Disclosures (Topic 280). This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of a segment's profit or loss. This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources. The ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Adoption of the ASU should be applied retrospectively to all prior periods presented in the financial statements. Early adoption is also permitted. This ASU will likely result in us including the additional required disclosures when adopted. We are currently evaluating the provisions of this ASU and expect to adopt them for the year ending December 31, 2024.Sales

~~In December~~Cost ~~2023,~~of ~~the~~sales ~~FASB~~from ~~issued~~continuing ~~ASU~~operations ~~No.~~was ~~2023-09~~$7,500 Improvements to Income Tax Disclosures (Topic 740). The ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The ASU is effective on a prospective basis for ~~annual~~the ~~periods~~year ~~beginning after~~ ended December 1531, 2024., ~~Early~~compared ~~adoption~~to is$0 ~~also permitted~~ for ~~annual~~the ~~financial statements~~year ~~that~~ended ~~have~~December ~~not~~31, ~~yet~~2023, ~~been~~reflecting ~~issued or made available for issuance. This ASU will result in~~ the ~~required~~initial ~~additional~~launch ~~disclosures being~~phase ~~included~~of in our ~~consolidated~~Psychedelic ~~financial statements, once adopted~~Medicine business.

22Cost of sales from discontinued operations, related to our former retail cannabis business under MJAI, was $13,406 for 2024, compared to $81,345 for 2023. The year-over-year decrease corresponds with the closure of MJAI’s dispensary operations during the first half of 2024 and the resulting wind-down of cannabis-related retail activity.

~~Off-Balance Sheet~~Operating ~~Arrangements~~Expenses

~~There~~General and administrative expenses ~~are~~from nocontinuing ~~off-balance~~operations ~~sheet~~were ~~arrangements~~$605,388 ~~that~~for ~~have~~the oryear ~~are~~ended ~~reasonably~~December ~~likely~~31, 2024, compared to ~~have~~$269,772 ain ~~current~~2023. orSalaries ~~future~~and ~~effect~~wages onfrom ~~our~~continuing operations ~~financial~~totaled ~~condition~~$31, ~~changes~~320 in ~~financial condition~~2024, ~~revenues~~compared orto $0 in 2023. General and administrative expenses from discontinued operations were $36,648 in ~~results~~2024, ofcompared to $127,190 in 2023. Salaries and wages from discontinued operations totaled $132,031 ~~liquidity~~in 2024, ~~capital~~compared ~~expenditures~~to or$209,433 in ~~capital~~2023. ~~resources~~The ~~that~~year-over-year changes primarily reflect the wind-down of MJAI’s cannabis retail operations and the pre-opening expenses isassociated ~~material~~with tothe ~~investors~~launch of The Sacred Mushroom™ facility.

~~Item~~Professional fees from continuing operations 7Awere $1,384,954 for the year ended December 31, 2024, compared to $752,973 in 2023. ~~Quantitative~~Professional fees from discontinued operations totaled $0 in 2024 and ~~Qualitative~~$0 ~~Disclosures~~in ~~about~~2023. ~~Market~~The ~~Risk~~overall increase in professional fees was primarily driven by stock-based compensation issued during 2024.

~~Not~~After giving effect to all of the foregoing, operating ~~applicable~~expenses from continuing operations were $2,021,662 for the year ended December 31, 2024, compared to $1,022,745 for the year ended December 31, 2023. Operating expenses from discontinued operations totaled $168,679 in 2024, compared to $336,623 in 2023. Correspondingly, the Company recorded an operating loss from continuing operations of $2,022,028 in 2024, compared to $1,022,745 in 2023. Operating loss from discontinued operations was $154,076 in 2024, compared to $221,674 in 2023.

~~Item 8. Financial Statements and Supplementary Data.~~33

~~See the~~Interest ~~Index of Consolidated Financial Statements on page F-1 below.~~expense

~~Item~~Interest expense from continuing operations was $738,290 9.for ~~Changes~~the year ended December 31, 2024, as compared to $665,427 for the year ended December 31, 2023, reflecting a slight increase of additional debt incurred in ~~and~~2024. ~~Disagreements~~Interest ~~with~~expense ~~Accountants~~from ondiscontinued ~~Accounting~~operations was $0 and ~~Financial~~$0 ~~Disclosure~~for the years ended December 31, 2024 and 2023.

~~None.~~ Net Income (Loss)

~~Item~~After ~~9A.~~giving ~~Disclosure~~effect ~~controls~~to an operating loss of $2,022,028, interest expense of $738,290, amortization of debt discount of $119,029, gain on sale of the license of $1,700, other income of $3,614, and ~~procedures~~change in derivative liabilities income of $813,922 arising from the decrease of our stock prices which increased the volatility factors used in the derivative calculations. Net loss from discontinued operations for the same period was $162,441, which includes the results of MJAI’s cannabis retail business prior to its closure in Q2 2024.We had net loss from non-controlling interest of $141,696 for the year ended December 31, 2024. Additionally, the Company has accrued a tax liability of $902,166 related to potential taxes due under the IRS Code 280E.

~~Under the~~This ~~direction~~compares ofto ~~our~~a ~~Chairman~~net ~~and~~income ~~President~~from non-controlling interest of $26,794 ~~who~~for isthe ~~our~~year ~~principal~~ended December 31, ~~executive~~2023, ~~financial~~after ~~and~~giving ~~accounting~~effect ~~officer~~to an operating loss of $1,022,745, weinterest ~~evaluated~~expense ~~our~~of ~~disclosure~~$665,427, ~~controls~~amortization of debt discount of $387,072, and ~~procedures~~gain ason sales of ~~December~~land 31$177,883, ~~2023.~~offset ~~Our~~by ~~Chairman~~gain ~~and~~from ~~President,~~a ~~who~~change isin ~~our~~derivative ~~principal,~~liabilities expense ~~executive~~of $3,297,215 ~~financial~~ and ~~accounting officer~~other income of $100,072. ~~concluded~~Net ~~that~~income ~~our~~from ~~disclosure~~discontinued ~~controls~~operations was $136,565, and ~~procedures~~from ~~were~~non-controlling ~~not~~interest net ~~effective~~income aswas of$26,794, during the year ended as December 31, 2023. The net loss attributable to the Company for 2024 was $2,080,856 and net income attributable to the Company for 2023 was $1,609,697.

~~We maintain~~Liquidity ~~disclosure controls~~ and ~~procedures~~Capital that are designed to ensure that the information required to be disclosed in the reports that we file under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chairman and President, who is our principal, executive, financial and accounting officer, as appropriate, to allow timely decisions regarding required disclosures. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives, and in reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.Resources

~~As required~~During by2024 ~~SEC Rule 13a-15(b), we carried out an evaluation, under the supervision and with the participation of~~ our ~~management,~~cash ~~including our~~position ~~Chairman~~increased ~~and~~by ~~President~~$10, ~~who is our principal, executive, financial and accounting officer, of the effectiveness of the design and~~560 ~~operation~~to ~~of our disclosure controls and procedures as of the end of our fourth fiscal quarter covered by this report. Based on the foregoing~~$10, ~~our~~778 ~~Chairman~~ and ~~President concluded that~~ our ~~disclosure~~negative ~~controls~~working ~~and~~capital ~~procedures~~deficit ~~were~~was ~~not effective. It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events~~$8, ~~and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions~~035, ~~regardless of how remote~~323.

23As of December 31, 2024, our working capital consisted of cash of $39,668, inventories of $90 and prepaid expenses of $28,180 as compared to cash of $29,108, inventories of $9,259 and prepaid expenses of $58,588 as of December 31, 2023.

~~Management’s~~Our current liabilities include accounts payable and ~~Report~~accrued onexpenses ~~Internal~~of ~~Control~~$631,963, ~~Over~~accounts ~~Financial~~payable ~~Reporting~~and accrued expenses-related parties of $869,864, accrued interest of $ 3,005,107, current portion of lease liability of $52,574, tax liability of $902,166, convertible notes payable- net of discount of $135,000, notes payable of $9,312 and derivative liabilities of $2,497,275 as of December 31, 2024. As compared to current liabilities include accounts payable and accrued expenses of $589,085, accounts payable and accrued expenses-related parties of $514,972, accrued interest of $2,369,015, current portion of lease liability of $30,885, tax liability of $899,344, convertible notes payable- net of discount of $125,000, notes payable of $124,312 and derivative liabilities of $2,752,321 as of December 31, 2023.

~~Our management~~The isfollowing ~~responsible~~table ~~for~~sets ~~establishing~~forth ~~and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under~~ the ~~Exchange~~major ~~Act as a process designed by, or under the~~sources ~~supervision of, our Chairman~~ and ~~President,~~uses ~~who~~of iscash ~~our~~for ~~principal, executive, financial and accounting officer and effected by~~ the ~~Company’s board~~years ofended ~~directors,~~December ~~management and other personnel~~31, to2024 ~~provide reasonable assurance regarding the reliability of financial reporting~~ and ~~the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that~~2023:

▪ Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; ▪ Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and ▪ Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

	Year Ending December 31, 2024			Year Ending December 31, 2023
Net cash used in operating activities	$	(830,820	)	$	(1,182,364	)
Net cash provided by investing activities		4,012			812,859
Net cash provided by financing activities		1,004,107			245,000
Effects of currency translation on cash and cash equivalents		(4,298	)		(1,282	)
Net cash used in operating activities from discontinued operations		(162,441	)		136,565
Net increase in cash	$	10,560		$	10,778

~~Because of~~Cash ~~its~~Used inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in ~~conditions,~~Operating ~~or that the degree of compliance with the policies or procedures may deteriorate.~~Activities

~~The~~During ~~Company’s~~2024, ~~Chairman~~from ~~and~~continuing ~~President~~operations, ~~who~~we ishad cash ~~our~~of ~~principal~~$830,820 ~~executive,~~used ~~financial~~in ~~and~~operating ~~accounting officer~~activities, ~~assessed~~as ~~the~~compared ~~effectiveness~~to ofcash ~~the~~used ~~Company’s~~in ~~internal~~operations ~~control over financial reporting as~~ of ~~December 31~~$1,182,364 in 2023. InFrom ~~making~~discontinued ~~this assessment~~operations, we ~~the~~had ~~Company’s~~cash ~~Chairman~~of ~~and President~~162,441 used ~~the~~in ~~criteria~~and ~~set~~$136,565 ~~forth~~ provided by ~~the~~operating ~~Committee~~activities ofduring ~~Sponsoring Organizations of~~ the ~~Treadway~~year ~~Commission~~ended ~~(“COSO”)~~December ~~in Internal Control-Integrated Framework (2013). The COSO framework is based upon five integrated components of control: control environment~~31, ~~risk~~2024 ~~assessment,~~and ~~control activities~~2023, ~~information~~ ~~and communications and ongoing monitoring~~respectively.

~~Based~~Cash onProvided ~~the~~by ~~assessment~~(Used performed, the Company’s Chairman and President, who is our principal, executive, financial and accounting officer, has concluded that the Company’s internal control over financial reporting, as of December 31, 2023, is not effective to provide reasonable assurance regarding the reliability of its financial reporting and the preparation of its financial statements in) ~~accordance~~Investing with generally accepted accounting principles. Further, the Company’s Chairman and President, who is our principal, executive, financial and accounting officer, has identified material weaknesses in internal control over financial reporting as of December 31, 2023.Activities

~~Based~~During ~~on an evaluation~~2024, ~~the~~we ~~Company’s~~had ~~Chairman and~~cash President, who is our principal, executive, financial and accounting officer, has concluded that the Company’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act were not effective as of ~~December 31~~$4,012 ~~2023~~provided ~~(the~~by ~~“Evaluation~~investing ~~Date”)~~activities, toas ~~ensure~~compared ~~that information required~~ to be$812,859 ~~disclosed~~provided by ~~the~~investing ~~Company~~activities in ~~reports~~2023. ~~that~~Cashflow ~~it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified~~ in ~~the~~2024 ~~Securities~~decreased ~~and~~due ~~Exchange Commission rules and forms; and (ii) accumulated and communicated~~ to ~~the~~retail ~~Company’s~~business ~~Chairman and President, who is our principal, executive, financial~~closed ~~and accounting officer, as appropriate to allow timely decisions regarding required disclosure. Each of the following is deemed a material weakness~~ in ~~our internal control over financial reporting:~~Oregon.

24Cash Provided by Financing Activities

▪During ~~We do not have an audit committee. While we are not currently obligated to have an audit committee~~2024, ~~including a member who is an “audit committee financial expert~~$1,~~” as defined in Item 407 of Regulation S-K~~557,500 ~~under applicable regulations or listing standards; however, it is management’s view that such a committee is an important internal control over financial reporting, the lack~~ of ~~which~~notes ~~may~~payable ~~result~~was ~~in ineffective oversight in the establishment~~ issued and ~~monitoring~~$553,392 of ~~internal~~convertible ~~controls~~notes ~~and~~were ~~procedures.~~paid ▪off, Weas ~~did~~compared ~~not~~to ~~maintain proper segregation of duties for the preparation of our financial statements. We currently have only one officer overseeing all transactions. This has resulted in several deficiencies~~$615,000 ~~including the lack~~ of ~~control~~notes ~~over~~payable ~~preparation~~was ofissued ~~financial statements~~ and ~~proper~~$370,000 ~~application~~ of ~~accounting~~convertible ~~policies~~notes were ▪paid ~~Lack~~off ofin ~~controls over related party transactions: As of December 31,~~ 2023~~, the Company did not establish a formal written policy for the approval, identification and authorization of related party transactions~~.

~~The Company’s~~Additional Chairman and President, who is our principal, executive, financial and accounting officer, believes that the material weaknesses set forth in the two items above did not have an effect on our financial results. However, the Company’s Chairman and President, who is our principal, executive, financial and accounting officer, believes that the lack of a functioning audit committee results in ineffective oversight in the establishment and monitoring of required internal controls and financial procedures, which could result in a material misstatement in our consolidated financial statements in future periods.Capital

~~Changes~~At December 31, 2024, we had cash of $39,668 and a inworking ~~Internal~~capital ~~Control~~deficiency ~~over~~of ~~Financial~~$8,035,323 ~~Reporting~~as compared to cash of $29,108 and a working capital deficiency of $7,307,979 at December 31, 2023.

~~There~~Management ~~was~~believes nothat ~~change~~it inwill ~~our~~require ~~internal~~additional ~~controls~~capital, or in ~~other~~addition ~~factors~~to ~~that~~anticipated ~~could~~revenues ~~affect~~from ~~these~~operations ~~controls~~to ~~during~~fund expansion of the ~~fourth~~Company’s operations ~~quarter~~and ofultimately ~~the~~achieve ~~year~~profitability. ~~ended~~The Company intends to seek such additional capital from further private offerings of ~~December~~equity 31and/or debt securities. However, ~~2023~~we ~~that~~may ~~have~~not ~~materially~~be orsuccessful ~~are~~in ~~reasonably~~raising ~~likely~~additional tocapital ~~materially~~on ~~affect~~commercially reasonable terms, ~~our~~if ~~internal~~and when ~~controls~~needed, ~~over~~in which case our business, financial ~~reporting~~condition, cash flows and results of operations may be materially and adversely affected.

~~Item~~In April 2025, we suspended payroll to our employees ~~9B.~~due ~~Other~~to ~~Information~~capital constraints and we are evaluating the operational structure of the facility with a view to restructuring operations in order to generate greater revenues.

2534

~~PART III~~Critical Accounting Estimates

~~Item 10.~~The ~~Directors,~~following ~~Executive~~are ~~Officers~~deemed to be the most significant accounting estimates affecting us and ~~Corporate~~our ~~Governance.~~results of operations:

~~Directors and~~Revenue ~~Executive Officers~~Recognition

~~Our~~Effective January 1, 2018, the Company adopted ASC 606 ~~directors~~— Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the commercial sales of products, licensing agreements and ~~executive~~contracts ~~officers~~to perform pilot studies by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and ~~their~~(5) ~~respective~~recognize ~~ages~~revenue when each performance obligation is satisfied. For the comparative periods, revenue has not been adjusted and ~~titles~~continues ~~are~~to asbe ~~follows~~reported under ASC 605 — Revenue Recognition. Under ASC 605, revenue is recognized when the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) the performance of service has been rendered to a customer or delivery has occurred; (3) the amount of fee to be paid by a customer is fixed and determinable; and (4) the collectability of the fee is reasonably assured.

Name	Age	Position(s) and Office(s) Held
Craig Frank	63	Chairman of the Board, President, Chief Executive Officer, Acting Chief Financial Officer, Director
Carrie Schwarz	63	Director
Mitchell Chupak	69	Director

To confirm, all of our OLCC licensed cannabis retail sales operations are conducted and operated on a “cash and carry” basis- product(s) from our inventory accounts are sold to the customer(s) and the customer settles the account at time of receipt of product via cash payment at our retail store; the transaction is recorded at the time of sale in our point-of-sale software system. Revenue is only reported after product has been delivered to the customer and the customer has paid for the product with cash.

~~Set forth~~To ~~below~~date isthe aonly ~~brief~~other ~~description~~revenue ofwe ~~the~~have ~~background~~received is for ATM transactions and ~~business~~revenue ~~experience~~from ofthis ~~our~~activity ~~directors~~is ~~and~~only ~~executive~~reported ~~officers~~after we receive payment via check from the ATM service provider company.

~~Craig Frank~~Fair ~~became~~value ~~Chairman~~ of ~~the~~financial Board, President, Chief Executive Officer and a Director of the Company in January 2010. He assumed the appointed position of acting Chief Financial Officer in 2012. For the past 15 years, Mr. Frank has served as Chairman and CEO of Tudog International Consulting, a Florida-based company with business advisory, business development, market research, training, and merchant banking divisions. During his tenure at Tudog, Mr. Frank has worked with more than 200 companies from 19 countries. In addition, in such capacity, he developed the business plan for a biofuels company based in Central America, and is the co-founder of the Company’s predecessor, which we acquired in January 2010. He remains Tudog’s Chairman. Mr. Frank is a widely published author with articles on business matters featured in magazines and newsletters internationally, including publications of the Guatemala America Chamber of Commerce, the Israel Export Institute, the Romania Chamber of Commerce, and the World Association of Small and Medium Sized Enterprises. He is also an in-demand speaker at international conferences, including the Florida Sterling Council, the International Project Management Association, The Central American Center for Entrepreneurship, the Israel Center for Entrepreneurial Studies, and the Pino Center for Entrepreneurship at Florida International University. The Company believes that Mr. Frank’s consulting and entrepreneurial experience brings significant value to our management team.instruments

~~Carrie Schwarz,~~The ~~who~~Company ~~became~~follows ~~a director in January 2010, has served as~~ the ~~Managing~~provisions ~~Partner~~ of ~~Athena~~ASC ~~Assets Management, a New York based hedge fund specializing in investments of special situation publicly traded securities since 2002~~820. ~~Ms.~~This ~~Schwarz has also been a Portfolio~~Topic ~~Manager~~defines atfair ~~Metropolitan Capital~~value, aestablishes ~~New York based hedge fund. From 1999 to 2001 Ms. Schwarz was an executive at Bank of America Securities, where she built and managed~~ a ~~proprietary~~measurement ~~Risk~~framework ~~Arbitrage Department. From 1991 to 1999 she founded~~ and ~~managed~~expands ~~Athena~~disclosures ~~Investment~~about ~~Partners, L.P.,~~fair avalue ~~hedge fund that focused on special situations~~measurements. ~~Prior~~We ~~thereto,~~apply ~~she~~these ~~was with American Porters, L.P., a hedge fund that focused~~provisions ~~on risk arbitrage, which she joined as a junior analyst in 1995 and ultimately rose~~ to ~~become~~estimate ~~Head of Research and a partner. Ms. Schwarz serves on~~ the ~~board~~fair ofvalue ~~directors~~ of ~~the~~our ~~American Friends of the Weizmann Institute of Science. We believe that her~~ financial ~~industry experience~~instruments ~~makes~~including ~~her~~cash, aaccounts ~~valuable~~payable ~~member~~and ofaccrued ~~the~~expenses, ~~board~~and ofnotes ~~directors~~payable.

~~Mitchell Chupak~~Income became a director in December, 2020 to fill a vacancy created by the resignation of Jordi Arimany. Mitchell Chupak has resided in Israel since 1972, where since 1997, he has been the Director of Development for the Jaffa Institute, the largest not for profit social service agency serving southern portions of Tel-Aviv-Jaffa, Israel and its suburbs. During his over 25 years at the Jaffa Institute, Mr. Chupak has grown the organization extensively and is responsible for development of major social services, educational and community projects for which he secured millions of dollars in funding. He developed funding sources worldwide and enlisted the aid of major donors in the United States, Canada, Europe, Australia, and South America.Taxes

26The Company accounts for income taxes in accordance with ASC 740, Accounting for Income Taxes, as clarified by ASC 740-10, Accounting for Uncertainty in Income Taxes. Our deferred income taxes are determined based on the estimated future tax effects of differences between the financial statement and tax basis of assets and liabilities given the provisions of enacted tax laws. Deferred income tax provisions and benefits are based on changes to the assets or liabilities from year to year. In providing for deferred taxes, the Company considers tax regulations of the jurisdictions in which the Company operates, estimates of future taxable income, and available tax planning strategies. If tax regulations, operating results or the ability to implement tax planning strategies vary, adjustments to the carrying value of deferred tax assets and liabilities may be required. Valuation allowances are recorded related to deferred tax assets based on the “more likely than not” criteria of ASC 740.

~~In 2005,~~ASC ~~Mr.~~740-10 ~~Chupak~~requires ~~created~~that the ~~Israel~~Company ~~Fundraisers~~recognize ~~Forum~~the tofinancial statement ~~assist~~benefit ~~other~~of ~~non-profit~~a ~~organizations~~tax ~~better~~position ~~understand~~only ~~methods~~after ofdetermining ~~fundraising. The~~that ~~forum,~~the ~~with~~relevant ~~which~~tax heauthority ~~has~~would ~~been~~more ~~associated~~likely ~~since~~than ~~its~~not ~~founding~~sustain the position following an audit. For tax positions meeting the “more-likely-than-not” threshold, ~~promotes~~the ~~professionalism~~amount recognized in ~~fundraising~~the ~~and~~financial statements ~~development~~is ~~and~~the ~~assists both~~largest ~~organizations~~benefit ~~and~~that ~~individual~~has ~~fundraisers~~a togreater ~~improve~~than ~~methods~~50 percent likelihood of being realized upon ultimate settlement with the ~~profession~~relevant tax authority.

~~We believe that Mr. Chupak’s spectrum of experience in both management and funding will add value our board of directors.~~35

~~Terms~~Section 280E of the Internal Revenue Code, as amended, prohibits businesses from deducting certain expenses associated with trafficking controlled substances (within the meaning of ~~Office~~Schedule I and II of the Controlled Substances Act). The IRS has invoked Section 280E in tax audits against various cannabis businesses in the U.S. that are permitted under applicable state laws. Although the IRS issued a clarification allowing the deduction of certain expenses, the scope of such items is interpreted very narrowly and the bulk of operating costs and general administrative costs are not permitted to be deducted. While there are currently several pending cases before various administrative and federal courts challenging these restrictions, there is no guarantee that these courts will issue an interpretation of Section 280E favorable to cannabis businesses.

~~Our directors~~Provision ~~are appointed~~ for aIncome one-year term to hold office until the next annual meeting of our stockholders and until a successor is appointed and qualified, or until their removal, resignation, or death. Executive officers serve at the pleasure of the board of directors.Taxes

~~Board~~We recorded a provision for income taxes of $0 from continuing ~~Committees~~operations and $8,365 from discontinued operations for the year ended December 31, 2024, compared to $0 from continuing operations and $23,327 from discontinued operations for the year ended December 31, 2023. Although we have net operating losses that we believe are available to offset this tax liability, it arises under Section 280E of the Internal Revenue Code due to our cannabis-related operations. As a conservative measure, we have accrued this liability in connection with our discontinued business.

~~Two of~~Recently ~~our~~Issued ~~three~~Accounting ~~directors are “independent” within the scope of the rules adopted by the NASDAQ Stock Market and the SEC: Ms.~~Pronouncements Schwarz and Mr. Chupak. However, our board of directors does not currently have an audit committee, a compensation committee, or a corporate governance committee. We plan to establish such committees in the near future.

~~Board~~From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as of ~~Directors~~the ~~Role~~specified ineffective ~~Risk~~date. ~~Oversight~~Unless otherwise discussed, the Company believes that the effect of recently issued standards that are not yet effective will not have a material effect on its consolidated financial position or results of operations upon adoption.

~~Members of~~Recently ~~the~~issued ~~board~~accounting ofpronouncements directors have periodic meetings with management and the Company’s independent auditors to perform risk oversight with respect to the Company’s internal control processes. Our board is currently comprised of a majority of independent directors. The Company believes that the board’s role in risk oversight does not ~~materially~~yet ~~affect the leadership structure of the Company.~~adopted

~~Code~~In December 2023, the Financial Accounting Standards Board (“FASB”) ofissued ~~Ethics~~Accounting Standards Update (“ASU”) No. 2023-09, Improvements to Income Tax Disclosures (Topic 740). The ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. This ASU will likely result in the required additional disclosures being included in our consolidated financial statements, once adopted.

~~We adopted~~In aNovember ~~Code~~2024, ofthe ~~Business~~FASB ~~Conduct~~issued ~~and~~ASU ~~Ethics~~No. 2024-03, Disaggregation of Income Statement Expenses (Subtopic 220-40). The ASU requires the ~~“Ethics~~disaggregated ~~Code”)~~disclosure onof ~~February~~specific 28expense categories, ~~2013~~including purchases ~~that~~of ~~includes~~inventory, ~~provisions~~employee ~~ranging~~compensation, ~~from~~depreciation, and amortization, within relevant income statement captions. This ASU also ~~conflicts~~requires disclosure of ~~interest~~the tototal ~~compliance~~amount of selling expenses along with ~~all~~the ~~applicable~~definition ~~laws~~of ~~and~~selling ~~regulations~~expenses. ~~All~~The ~~officers~~ASU is effective for annual periods beginning after December 15, ~~directors~~2026, and ~~employees~~interim ~~are~~periods ~~bound~~within byfiscal ~~the Ethics~~years ~~Code~~beginning after December 15, ~~violations~~2027. Adoption of ~~which~~this ASU ~~may~~can either be ~~reported~~applied prospectively to ~~any~~consolidated ~~independent~~financial ~~member~~statements issued for reporting periods after the effective date of this ASU or retrospectively to any or all prior periods presented in the ~~board~~consolidated financial statements. Early adoption is also permitted. This ASU will likely result in the required additional disclosures being included in our consolidated financial statements once adopted. We are currently evaluating the provisions of ~~directors~~this ASU.

27In November 2024, the FASB issued ASU No. 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments, which clarifies the requirements related to accounting for the settlement of a debt instrument as an induced conversion. The amendments in this update are effective for annual reporting periods beginning after December 15, 2025, including interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the impact of this guidance on our consolidated financial statements.

~~Item 11.~~Recently ~~Executive~~adopted ~~Compensation~~accounting pronouncements

~~Summary~~In November 2023, the FASB issued ASU No. 2023-07, Improvements ~~Compensation~~to ~~Table~~Reportable Segment Disclosures (Topic 280). This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of a segment’s profit or loss. This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources. The ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. We adopted this ASU retrospectively on December 31, 2024. Refer to Note 16 in the consolidated financial statements, Segment Reporting and Information about Geographic Areas for the inclusion of the new required disclosures.

~~The~~Off-Balance ~~table~~Sheet below summarizes all compensation awarded to, earned by, or paid to our Chief Executive Officer and acting Chief Financial Officer, who is our sole executive officer, for the years ended December 31, 2023 and December 31, 2022.Arrangements

~~SUMMARY~~There are no off-balance sheet arrangements that have ~~COMPENSATION~~or ~~TABLE~~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 is material to investors.

Name and principal position	Year	Salary ($)	Bonus ($)	Stock Awards (#)	Option Awards (#)	Non-Equity Incentive Plan Compensation($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Craig Frank CEO/Acting CFO	2023	$300,000			0	0	0	0	$300,000 (1)
	2022	$300,000		1,500,000 (3)	0	0	0	0	$300,000 (2)

~~(1)~~Item Mr7A. ~~Frank’s~~Quantitative ~~compensation~~and ~~for~~Qualitative ~~2023~~Disclosures ~~was~~about aMarket ~~total of $194,273 paid in cash and $105,727 in accruals~~Risk.

~~(2)~~Not Mrapplicable. ~~Frank’s compensation for 2022 was a total of $218,802 paid in cash and $81,198 in accruals.~~

~~(3)~~Item ~~Represents~~8. ~~“restricted~~Financial ”Statements ~~shares~~and ofSupplementary ~~our common stock valued at $0~~Data.~~10 per share.~~

~~Mr.~~See ~~Frank's~~the ~~compensation~~Index ~~was paid to The Tudog Group, Inc.,~~ of ~~which~~Consolidated ~~Mr.~~Financial ~~Frank~~Statements on ispage ~~the~~F-1 ~~Chairman and a principal~~below.

~~Employment~~ Item 9. Changes in and ~~Consulting~~Disagreements ~~Agreements~~with Accountants on Accounting and Financial Disclosure.

~~The Company is currently not a party to any employment agreement with its executive officers~~None. The Company has consulting agreements with The Tudog Group, of which firm Mr. Frank is Chairman and a Principal, for the services of Mr. Frank as CEO and acting CFO, and with BMN Consultants, Inc of which non-officer or affiliate William David Jones is President

~~Outstanding Equity~~Item ~~Awards~~9A. atDisclosure ~~Fiscal~~controls ~~Year-End~~and procedures

~~None~~Under the direction of our Chairman and President, who is our principal, executive, financial and accounting officer, we evaluated our disclosure controls and procedures as of December 31, 2024. Our Chairman and President, who is our principal, executive, financial and accounting officer, concluded that our disclosure controls and procedures were not effective as of December 31, 2024.

~~Compensation~~We maintain disclosure controls and procedures that are designed to ensure that the information required to be disclosed in the reports that we file under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chairman and President, who is our principal, executive, financial and accounting officer, as appropriate, to allow timely decisions regarding required disclosures. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of ~~Directors~~achieving the desired control objectives, and in reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

~~Our~~As ~~non~~required by SEC Rule 13a-~~employee~~15(b), we carried ~~directors~~out ~~are~~an ~~compensated~~evaluation, under the supervision and with the ~~issuance~~participation of ~~restricted~~our ~~common~~management, ~~stock~~including inour ~~amounts~~Chairman ~~determined~~and ~~annually~~President, bywho ~~the~~is ~~board~~our principal, executive, financial and accounting officer, of ~~directors.~~the ~~During~~ effectiveness of the ~~year~~design ~~ended~~and ~~December~~operation ~~31,~~of ~~2023,~~our nodisclosure ~~shares~~controls ~~were~~and procedures ~~issued~~as toof the end of our ~~Directors~~fourth ~~but~~fiscal inquarter ~~2024 we~~covered ~~expect~~by tothis ~~issue~~report. Based ~~both~~on ~~Carrie~~the ~~Schwarz~~foregoing, our Chairman and ~~Mitchell~~President ~~Chupak~~concluded (that our ~~two~~disclosure ~~non-employee~~controls ~~directors)~~and ~~shares~~procedures were not effective. It should be noted that the design of ~~restricted~~any ~~stock~~system ~~for~~of ~~their~~controls ~~work~~ is based in ~~2023~~part ~~and~~upon ~~additional~~certain ~~shares~~assumptions ofabout ~~restricted~~the ~~shares~~likelihood of ~~KAYS~~future ~~stock~~events, ~~for~~and there ~~their~~can ~~work~~be no assurance that any design will succeed in ~~2024~~achieving its stated goals under all potential future conditions, regardless of how remote.

2837

~~2022 Equity~~Management’s ~~Incentive~~Report ~~Stock~~on ~~Plan~~Internal Control Over Financial Reporting

InOur ~~2022~~management is responsible for establishing and wemaintaining ~~adopted~~adequate ainternal ~~new~~control ~~equity~~over ~~incentive~~financial ~~plan~~reporting. ~~(the~~Internal ~~2022~~control ~~Equity~~over ~~Incentive~~financial ~~Plan~~reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, our ~~prior~~Chairman ~~plan~~and ~~expired~~President, who is our principal, executive, financial and accounting officer and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in ~~2021~~accordance with generally accepted accounting principles and includes those policies and procedures that:

~~Our 2022~~▪ ~~Incentive~~Pertain ~~Stock~~to ~~Plan,~~the asmaintenance ~~amended~~of ~~(the~~records ~~“Plan”)~~that ~~provides~~in ~~for~~reasonable ~~equity~~detail ~~incentives~~accurately toand befairly ~~granted~~reflect tothe ~~our~~transactions ~~employees,~~and ~~executive officers~~dispositions orof ~~directors~~the orassets toof ~~key~~the ~~advisers~~Company; or▪ ~~consultants.~~Provide ~~Equity~~reasonable ~~incentives~~assurance ~~may~~that betransactions inare ~~the~~recorded ~~form~~as necessary to permit preparation of ~~stock~~financial ~~options~~statements in accordance with angenerally ~~exercise~~accepted ~~price not~~accounting ~~less~~principles, ~~than~~and ~~the~~that ~~fair~~receipts ~~market~~and ~~value~~expenditures of the ~~underlying~~Company ~~shares~~are asbeing ~~determined~~made ~~pursuant~~only toin accordance with authorizations of management and directors of the ~~Plan,~~Company; ~~restricted~~and ~~stock~~▪ ~~awards,~~Provide ~~other~~reasonable ~~stock- based~~assurance ~~awards,~~regarding prevention or ~~any~~timely ~~combination~~detection of unauthorized acquisition, use or disposition of the ~~foregoing.~~Company’s ~~The~~assets ~~Plan~~that iscould ~~administered~~have bya ~~the~~material ~~board~~effect ofon ~~directors~~the financial statements.

As Because of ~~December~~its 31inherent limitations, ~~2022~~internal ~~awards~~control over ~~covering~~financial ~~4,550,000~~reporting ~~shares~~may ~~have~~not ~~been~~prevent ~~issued~~or ~~under~~detect ~~the~~misstatements. ~~Plan~~Projections ~~and~~of ~~450,000~~any ~~shares~~evaluation of ~~common~~effectiveness ~~stock~~to ~~were~~future ~~available~~periods are ~~for~~subject ~~issuance~~to ~~under~~the risk that controls may become inadequate because of changes in conditions, or that the ~~Plan~~degree of compliance with the policies or procedures may deteriorate.

~~Item~~The Company’s Chairman and President, who is ~~12.~~our ~~Security~~principal, ~~Ownership~~executive, financial and accounting officer, assessed the effectiveness of ~~Certain~~the ~~Beneficial~~Company’s ~~Owners~~internal control over financial reporting as of December 31, 2024. In making this assessment, the Company’s Chairman and ~~Management~~President, used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework (2013). The COSO framework is based upon five integrated components of control: control environment, risk assessment, control activities, information and ~~Related~~communications ~~Stockholder~~and ~~Matters~~ongoing monitoring.

~~The following~~Based ~~table~~on ~~sets~~the ~~forth~~assessment performed, the ~~beneficial~~Company’s Chairman ~~ownership~~and ofPresident, ~~our~~who ~~common~~is ~~stock~~our byprincipal, ~~each~~executive, ~~director~~financial and ~~executive~~accounting officer, byhas ~~all~~concluded ~~directors~~that ~~and executive~~the ~~officers~~Company’s asinternal control aover ~~group~~financial ~~and~~reporting, byas ~~each~~of ~~other~~December ~~person~~31, ~~known~~2024, byis usnot effective to ~~beneficially~~provide ~~own~~reasonable 5%assurance orregarding ~~more~~the reliability of ~~our~~its ~~common~~financial ~~stock~~reporting asand of the ~~date~~ preparation of ~~this~~its ~~Annual~~financial ~~Report.~~statements ~~The~~in ~~address~~accordance ofwith ~~each~~generally ~~such~~accepted ~~person~~accounting isprinciples. Further, ~~c/o~~ the Company’s ~~915~~Chairman ~~Middle~~and ~~River Drive~~President, ~~Suite~~who ~~316~~is our principal, ~~Fort~~executive, ~~Lauderdale~~financial and accounting officer, FLhas identified material weaknesses in internal control over financial reporting as of December 31, ~~33304~~2024.

Name and Address of Beneficial Owner and Directors and Executive officers:	Number of Shares of Common Stock		Number of Shares of Preferred Stock		Percentage of shares (4)
Craig Frank (1)(2)		2,113,345		20		25.71
Carrie Schwarz		360,002		0		*
Mitchel Chupak		350,601		0		*
All directors and
executive officers,
as a group (three
persons) (1)(2)		2,823,948		20		27.64	%
Other 5% or greater
stockholders:
Ilan Sarid		1,533,131				4.14	%
RLH Financial Partners, Inc (3)				20		20	%

Based on an evaluation, the Company’s Chairman and President, who is our principal, executive, financial and accounting officer, has concluded that the Company’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act were not effective as of December 31, 2024 (the “Evaluation Date”), to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms; and (ii) accumulated and communicated to the Company’s Chairman and President, who is our principal, executive, financial and accounting officer, as appropriate to allow timely decisions regarding required disclosure. Each of the following is deemed a material weakness in our internal control over financial reporting:

* Less than 1%38

1▪ We do not have an audit committee. ~~includes~~While ~~shares~~we ~~beneficially~~are ~~owned~~not bycurrently ~~Tudog~~obligated ~~International~~to ~~Consulting~~have an audit committee, including a member who is an “audit committee financial expert,” as defined in Item 407 of Regulation S-K, under applicable regulations or listing standards; however, it is management’s view that such a committee is an important internal control over financial reporting, the lack of which may result in ineffective oversight in the establishment and ~~Drora~~monitoring ~~Frank~~of internal controls and procedures. ▪ We did not maintain proper segregation of duties for the preparation of our financial statements. We currently have only one officer overseeing all transactions. This has resulted in several deficiencies, including the lack of control over preparation of financial statements and proper application of accounting policies ▪ Lack of controls over related party transactions: As of December 31, 2024, the Company did not establish a formal written policy for the approval, identification and authorization of related party transactions.

2The Company’s Chairman and President, who is our principal, executive, financial and accounting officer, believes that the material weaknesses set forth in the two items above did not have an effect on our financial results. ~~Includes~~However, 7the Company’s Chairman and President,~~390~~ who is our principal,~~945~~ ~~shares~~executive, offinancial and ~~common~~accounting ~~stock~~officer, ~~issuable~~believes ~~upon~~that ~~conversion~~the lack of 20a ~~shares~~functioning ofaudit ~~our~~committee ~~Series~~results Din ~~Convertible~~ineffective ~~Preferred~~oversight ~~Stock~~in ~~held~~the byestablishment and ~~Mr.~~monitoring ~~Frank~~of required internal controls and financial procedures, which ~~shares~~could ~~vote~~result onin ana ~~“as~~material ~~converted”~~misstatement ~~basis~~in our consolidated financial statements in future periods.

3.Changes ~~Includes~~in ~~4,907,611~~Internal ~~shares~~Control ofover ~~our common stock issuable upon conversion of 20 shares of our Series D Convertible Preferred Stock held by RLH~~ Financial ~~Partners, Inc. which shares vote on an “as converted” basis.~~Reporting

29There was no change in our internal controls or in other factors that could affect these controls during the fourth quarter of the year ended December 31, 2024 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

~~Securities Authorized~~Item ~~for~~9B. ~~Issuance~~Other ~~under Equity Compensation Plans~~Information

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future insurance under equity compensations plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders	0 shares (1)	n/a	450,000 shares
Equity compensation plans not approved by security holders	0 shares	n/a

PART III

Item 13 10. ~~Certain~~Directors, ~~Relationships~~Executive ~~and~~Officers ~~Related Transactions,~~ and ~~Director~~Corporate ~~Independence~~Governance.

~~Related Party~~Directors ~~Transactions~~and Executive Officers

~~None.~~Our directors and executive officers and their respective ages and titles are as follows:

Review, Approval and Ratification of Related Party Transactions

Name	Age	Position(s) and Office(s) Held
Craig Frank	64	Chairman of the Board, President, Chief Executive Officer, Acting Chief Financial Officer, Director
Mitchell Chupak	70	Director

~~Given our~~Set ~~small~~forth ~~size~~below ~~and~~is ~~limited~~a ~~financial~~brief ~~resources,~~description weof ~~have~~the ~~not adopted formal policies~~ background and ~~procedures~~business ~~for~~experience ~~the review, approval or ratification~~ of ~~transactions with~~ our ~~executive officers,~~ directors and ~~significant~~executive ~~stockholders~~officers. ~~However, all such matters are approved by our independent directors as well as the board of directors as a whole prior to implementation.~~

~~Item~~Craig Frank became Chairman of the Board, President, 14Chief Executive Officer and a Director of the Company in January 2010. ~~Principal~~He ~~Accountant~~assumed ~~Fees~~the appointed position of acting Chief Financial Officer in 2012. For the past 15 years, Mr. Frank has served as Chairman and ~~Services~~CEO of Tudog International Consulting, a Florida-based company with business advisory, business development, market research, training, and merchant banking divisions. During his tenure at Tudog, Mr. Frank has worked with more than 200 companies from 19 countries. In addition, in such capacity, he developed the business plan for a biofuels company based in Central America, and is the co-founder of the Company’s predecessor, which we acquired in January 2010. He remains Tudog’s Chairman. Mr. Frank is a widely published author with articles on business matters featured in magazines and newsletters internationally, including publications of the Guatemala America Chamber of Commerce, the Israel Export Institute, the Romania Chamber of Commerce, and the World Association of Small and Medium Sized Enterprises. He is also an in-demand speaker at international conferences, including the Florida Sterling Council, the International Project Management Association, The Central American Center for Entrepreneurship, the Israel Center for Entrepreneurial Studies, and the Pino Center for Entrepreneurship at Florida International University. The Company believes that Mr. Frank’s consulting and entrepreneurial experience brings significant value to our management team.

~~Audit~~Mitchell Chupak became a director in December, ~~Fees~~2020 to fill a vacancy created by the resignation of Jordi Arimany. Mitchell Chupak has resided in Israel since 1972, where since 1997, he has been the Director of Development for the Jaffa Institute, the largest not for profit social service agency serving southern portions of Tel-Aviv-Jaffa, Israel and its suburbs. During his over 25 years at the Jaffa Institute, Mr. Chupak has grown the organization extensively and is responsible for development of major social services, educational and community projects for which he secured millions of dollars in funding. He developed funding sources worldwide and enlisted the aid of major donors in the United States, Canada, Europe, Australia, and South America.

~~The following~~In is2005, aMr. ~~summary~~Chupak ofcreated the ~~fees~~Israel ~~billed~~Fundraisers Forum to usassist ~~for~~other ~~professional~~non-profit ~~services~~organizations ~~(a)~~better ~~for~~understand ~~the~~methods ~~years~~of ~~ended~~fundraising. ~~December~~The 31forum, ~~2023~~with ~~and~~which ~~2022~~he byhas ~~M&K~~been associated ~~CPAS~~since its founding, ~~PLLC~~promotes ~~our~~professionalism ~~independent~~in ~~public~~fundraising ~~registered~~and ~~accounting~~development ~~firm~~and assists both organizations and individual fundraisers to improve methods of the profession.

30We believe that Mr. Chupak’s spectrum of experience in both management and funding will add value our board of directors.

	2023		2022
Audit fees	$	40,425	$	38,000
Audit-related fees		-0-		-0-
Tax fees		-0-		-0-
All other fees- quarterly reviews (3 quarters)	$	22,050	$	21,000
	$	62,475	$	59,000

~~Audit fees~~Terms ~~consist~~ of billings for the audit of the Company’s consolidated financial statements included in our Annual Reports on Form 10-K and reviews of the consolidated financial statements included in the Company’s Quarterly Reports on Form 10-Q.Office

~~The Company~~Our ~~does~~directors ~~not~~are ~~have~~appointed anfor ~~Audit~~a ~~Committee.~~one-year Itterm isto hold office until the ~~Company’s~~next ~~policy~~annual tomeeting ~~have~~of ~~its~~our ~~Chief~~stockholders ~~Executive~~and ~~Officer~~until ~~preapprove~~a ~~all~~successor ~~audit~~is appointed and ~~permissible~~ ~~non-audit~~qualified, ~~services~~or ~~provided~~until bytheir ~~the~~removal, resignation, ~~independent~~or ~~public~~death. ~~accountants,~~Executive ~~subject~~officers toserve ~~approval~~at bythe pleasure of the board of directors.

These services may include audit, audit-related, tax and other services. Pre-approval is generally for up to one year, is detailed as to the particular service or category of services and is generally subject to a specific budget. Unless there are significant variations from the pre-approved services and fees, the independent public accountants and management generally are not required to formally report to the Board ~~of Directors regarding actual services and related fees.~~ Committees

~~PART~~Two of our three directors are “independent” IVwithin the scope of the rules adopted by the NASDAQ Stock Market and the SEC: Ms. Schwarz and Mr. Chupak. However, our board of directors does not currently have an audit committee, a compensation committee, or a corporate governance committee. We plan to establish such committees in the near future.

~~Item 15.~~Board ~~Exhibits~~of ~~and~~Directors ~~Financial~~Role ~~Statement~~in ~~Schedules.~~Risk Oversight

a)Members ~~The~~of ~~following~~the ~~documents~~board ~~are~~of ~~filed~~directors ashave ~~part~~periodic ofmeetings with ~~this~~management ~~Annual~~and ~~Report:~~the ~~(1)~~Company’s ~~Financial~~independent ~~Statements~~auditors –to ~~The~~perform ~~following~~risk ~~Consolidated~~oversight ~~Financial~~with ~~Statements~~respect ofto the Company’s ~~are~~internal ~~contained~~control processes. inOur ~~Item~~board 8is ofcurrently ~~this~~comprised ~~Annual~~of ~~Report:~~a •majority ~~Reports~~ of ~~Independent~~independent ~~Registered~~directors. ~~Public~~The ~~Accounting~~Company ~~Firms~~believes •that ~~Consolidated Balance Sheets at December 31, 2023 and 2022 • Consolidated Statements of Operations for~~ the ~~years~~board’s ~~ended~~role ~~December~~in risk ~~31,~~oversight ~~2023~~does ~~and~~not ~~2022~~materially •affect ~~Consolidated Statements of Stockholders’ Deficit for~~ the ~~years~~leadership ~~ended~~structure ~~December 31, 2023 and 2022 • Consolidated Statements~~ of ~~Cash Flows for~~ the ~~years ended December 31, 2023 and 2022 • Notes to the Consolidated Financial Statements~~Company.

31Code of Ethics

(2)		Financial Statement Schedules were omitted, as they are not required or are not applicable, or the required information is included in the Consolidated Financial Statements.
(3)		Exhibits – The following exhibits are filed with this report or are incorporated herein by reference to a prior filing, in accordance with Rule 12b32 under the Exchange Act:

We adopted a Code of Business Conduct and Ethics (the “Ethics Code”) on February 28, 2013 that includes provisions ranging from conflicts of interest to compliance with all applicable laws and regulations. All officers, directors and employees are bound by the Ethics Code, violations of which may be reported to any independent member of the board of directors.

Exhibit No.		Description of Exhibit
3.1		Certificate of Incorporation, as amended (1)(2)
3.2		Bylaws, as amended(1)
10.1		Share Exchange Agreement dated February 3, 2010 by and among Netspace International, Inc. and the stockholders of Alternative Fuels Americas, Inc.(1)
10.2		2011 Incentive Stock Plan, as amended (1) +
10.6		Form of 8% Convertible Promissory Note (1)
10.5		Consulting Agreement between Registrant and Tudog International Consulting, Inc . (1) +
10.6		Office Lease for premises located at 305 South Andrews Avenue, Suite 209, Fort Lauderdale, FL 33301 (3)
10.9		Letter Agreement effective December 1, 2011 between Registrant and Ilan Sarid(1)
10.10		Amendment to Consulting Agreement between Registrant and Tudog International Consulting, Inc. (1) +
10.11		Amendment to Consulting Agreement between Registration and The Tudog Group (3) +
21.1		Subsidiaries of Registrant (4)
23.1		Consent of M&K CPAS LLC(5)
31.1		Section 302 Certification(5)
32.1		Section 906 Certification(5)

Insider Trading Policy

~~(1)~~The ~~Filed~~Company ashas adopted an insider trading policy that governs the purchase, sale, and/or other transactions of our securities by our directors, officers and employees. A copy of our insider trading policy is filed as Exhibit 14.1 to this Annual Report on Form 10-K for the fiscal year ended December 31, 2024. In addition, with regard to the Company’s ~~Registration~~trading ~~Statement~~in onits ~~Form~~own ~~S-1~~securities, asit ~~amended~~is ~~(File~~the ~~No.~~Company’s ~~333-177532)~~policy to comply with the federal securities laws and ~~incorporated~~the ~~herein~~applicable byexchange ~~reference~~listing requirements.

~~(2)~~Item ~~Amendments~~11. toExecutive ~~the Certificate of Incorporation are filed as Exhibits to the Company’s Current Reports on Form 8-K dated April 23, 2015 and March 22, 2017 and are incorporated herein by reference.~~Compensation

~~(3)~~Summary ~~Filed~~Compensation ~~as an Exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 and incorporated herein by reference.~~Table

~~(4)~~The ~~Filed~~table asbelow ansummarizes ~~Exhibit~~all compensation awarded to, ~~the~~earned ~~Company’s~~by, ~~annual~~or ~~Report~~paid onto ~~Form~~our ~~10-K~~Chief Executive Officer and acting Chief Financial Officer, who is our sole executive officer, for the ~~year~~ years ended December 31, ~~2017~~2024 and ~~Incorporated~~December ~~herein~~31, ~~by reference~~2023.

~~(5)~~SUMMARY COMPENSATION ~~Filed herewith.~~TABLE

+ Management compensation arrangement.

Name and principal position

Year

Salary ($)

Bonus

($)

Stock

Awards

(#)

Option

Awards

(#)

Non-Equity

Incentive Plan

Compensation($)

Nonqualified

Deferred

Compensation Earnings ($)

All Other

Compensation

($)

Total ($)

Craig

Frank

CEO/Acting

CFO

2024

$300,000

4,000,000

$300,000

(1)

2023

$300,000

1,500,000

(3)

$300,000 (2)

~~Item~~(1) 16Mr. ~~Form~~Frank’s ~~10-K~~compensation ~~Summary~~for 2024 was a total of $122,250 paid in cash and $77,750 in accruals.

~~None~~(2) Mr. Frank’s compensation for 2023 was a total of $194,273 paid in cash and $105,727 in accruals.

32(3) Represents “restricted ” shares of our common stock valued at $0.04 per share.

~~SIGNATURES~~ Mr. Frank's compensation was paid to The Tudog Group, Inc., of which Mr. Frank is the Chairman and a principal.

~~In accordance~~Employment ~~with~~and ~~Section~~Consulting ~~13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.~~Agreements

~~Dated:~~ ~~April~~The 16Company is currently not a party to any employment agreement with its executive officers. The Company compensates Craig Frank, ~~2024~~its Chief Executive Officer and acting Chief Financial Officer, for his services at the rate of $25,000 per month through a consulting arrangement with Tudog International Consulting (“Tudog”) of which firm Mr. Frank is Chairman and a Principal. Due to the liquidity of the Company, the monthly payments to Tudog accrue and are paid subject to available cash flow.

~~KAYA~~Outstanding ~~HOLDINGS,~~Equity ~~INC.~~Awards ~~By:~~at ~~/s/~~Fiscal ~~Craig Frank Craig Frank Chairman of the Board, President, Chief Executive Officer, Acting Chief Financial Officer (Principal Executive, Financial and Accounting Officer~~Year-End

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, this Annual Report on Form 10K has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicatedNone.

Signature	Title	Date
/ s/ Craig Frank	Chairman of the Board, President, Chief Executive Officer,
Craig Frank	Acting Chief Financial Officer and Director (Principal Executive, Financial and Accounting Officer)	April 16, 2024
/s/ Carrie Schwarz	Director	April 16, 2024
Carrie Schwarz
/s/ Mitchel Chupak	Director	April 16, 2024
Mitchel Chupak

33Compensation of Directors

~~INDEX~~Our non-employee directors are compensated with TOthe ~~CONSOLIDATED~~issuance ~~FINANCIAL~~of ~~STATEMENTS~~restricted common stock in amounts determined annually by the board of directors. During the year ended December 31, 2023, no shares were issued to our Directors. In 2024 we issued to both Carrie Schwarz(who resigned as a director in April 2025) and Mitchell Chupak (our two non-employee directors) 1,000,000 shares of restricted stock each for their work in 2023 and through August 31, 2024.

	Page
Reports of Independent Registered Public Accounting Firm (FIRM ID: 2378	F-1
Consolidated Balance Sheets at December 31, 2023 and 2022	F-2
Consolidated Statements of Operations for the Years Ended December 31, 2023 and 2022	F-3
Consolidated Statements of Comprehensive Income(Loss) for the Years Ended December 31, 2023 and 2022	F-4
Consolidated Statements of Stockholders' Deficit Years Ended December 31, 2023 and 2022	F-5
Consolidated Statements of Cash Flows for the Years Ended December 31, 2023 and 2022	F-6
Notes to Consolidated Financial Statements	F-7

2022 Equity Incentive Stock Plan

34In 2022 we adopted a new equity incentive plan (the 2022 Equity Incentive Plan) as our prior plan expired in 2021

~~Reports~~Our 2022 Incentive Stock Plan, as amended (the “Plan”) provides for equity incentives to be granted to our employees, executive officers or directors or to key advisers or consultants. Equity incentives may be in the form of ~~Independent~~stock ~~Registered~~options ~~Public~~with ~~Accounting~~an ~~Firm~~exercise price not less than the fair market value of the underlying shares as determined pursuant to the Plan, restricted stock awards, other stock- based awards, or any combination of the foregoing. The Plan is administered by the board of directors.

~~/s/~~As ~~M&K~~of ~~CPAS~~December 31, ~~PLLC~~2024 awards covering 4,550,000 shares have been issued under the Plan and 450,000 shares of common stock were available for issuance under the Plan.

~~M&K~~Item ~~CPAS,~~12. ~~PLLC~~Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

WeThe ~~have~~following ~~served~~table sets forth the beneficial ownership of our common stock by each director and executive officer, by all directors and executive officers as a group and by each other person known by us to beneficially own 5% or more of our common stock as of the ~~Company’s~~date ~~auditor~~of ~~since~~this ~~2018~~Annual Report. The address of each such person is c/o the Company21218 St. Andrews Blvd., #300, Boca Raton, FL 33433.

To the Board of Directors and Stockholders of Kaya Holdings, Inc.

Name and Address of Beneficial Owner and Directors and Executive officers:	Number of Shares of Common Stock		Number of Shares of Preferred Stock		Percentage of common shares			Number of shares of common stock-Diluted		Percentage of common shares-Diluted
Craig Frank (1) (2)		6,113,345		20		14.71	%		19,970,956		28.82	%
Mitchel Chupak		1,350,601		—		3.25	%		1,350,601		1.95	%

All directors and executive officers, as a group (two persons) (1) (2)		7,463,946		20		17.96	%		21,321,557		30.77	%

Other 5% or greater stockholders:

RLH Financial Partners, Inc		4,000,000		20		9.62	%		17,857,611		25.77	%
CEDE & CO		8,860,806.00		—		21.31	%		8,860,806		12.79	%
CITY VIEW WINERY LLC		2,500,000.00		—		6.01	%		2,500,00.00		3.61	%
Sharon C Jones		2,166,668.00		—		5.21	%		2,166,668		3.13	%
Craig Frank		1,903,060.00		—		4.58	%		1,903,060		2.75	%
Ilan Sarid		1,533,131.00		—		3.69	%		1,533,131		2.21	%
Total shares outstanding (TB)		41,572,835
Total shares-diluted		69,288,058
Diluted shares for 20 PS (Craig Frank)		13,857,611
Diluted shares for 20 PS (RLH)		13,857,611

~~Opinion on~~* ~~the~~Less ~~Financial~~than ~~Statements~~1%

~~We have audited the accompanying consolidated balance sheets of Kaya Holdings, Inc~~1. ~~(the~~includes ~~Company)~~shares asbeneficially ofowned ~~December~~by ~~31,~~Tudog ~~2023~~ and ~~2022,~~Drora ~~and the related consolidated statements of operations~~Frank, ~~comprehensive~~Mr. ~~income (loss) stockholders~~frank’s ~~deficit, and cash flows for each of the years in the two-year period ended December 31, 2023, and the related notes (collectively referred to as the financial statements)~~spouse. In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

~~Going Concern~~2. Includes 13,857,611 shares of common stock issuable upon conversion of 20 shares of our Series D Convertible Preferred Stock held by Mr. Frank, which shares vote on an “as converted” basis.

~~The accompanying~~3. ~~consolidated~~Includes ~~financial~~13,857,611 ~~statements~~shares ~~have~~of ~~been~~our ~~prepared~~common ~~assuming~~stock ~~that~~issuable ~~the~~upon ~~Company~~conversion ~~will~~of ~~continue~~20 asshares aof ~~going~~our ~~concern.~~Series AsD ~~discussed in~~Convertible ~~Note~~Preferred 2Stock toheld ~~the~~by ~~consolidated~~RLH ~~financial~~Financial ~~statements~~Partners, ~~the~~Inc. ~~Company has an accumulated deficit and a net capital deficiency,~~ which ~~raises substantial~~shares ~~doubt~~vote ~~about~~on ~~its~~an ~~ability to continue~~ “as aconverted” ~~going concern~~basis. ~~Management’s plans regarding those matters are discussed in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.~~

~~Basis for Opinion~~41

~~These consolidated~~Securities ~~financial~~Authorized ~~statements~~for ~~are the responsibility of the Company’s management. Our responsibility is to express an opinion~~Issuance onunder ~~the~~Equity ~~Company’s~~Compensation 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.Plans

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.

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future insurance under equity compensations plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders	0 shares ⁽¹⁾	n/a	450,000 shares

Equity compensation plans not approved by security holders	0 shares	n/a

~~Critical Audit~~Related ~~Matter~~Party Transactions

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was 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 judgmentsNone. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

~~Derivative~~Review, Approval and Ratification of Related Party ~~Liabilities~~Transactions

~~As discussed~~Given inour ~~Note~~small 10size and limited financial resources, we ~~the~~have ~~Company~~not ~~borrows~~adopted ~~funds~~formal ~~through~~policies and procedures for the ~~use~~review, approval or ratification of ~~convertible~~transactions ~~notes~~with ~~payable~~our ~~that~~executive ~~contain~~officers, directors aand ~~conversion~~significant ~~price~~stockholders. ~~that~~However, ~~may be~~all ~~fixed~~such ormatters ~~fluctuates~~are ~~with~~approved by our independent directors as well as the ~~stock~~board ~~price~~of directors as a whole prior to implementation.

~~Auditing management’s~~Item ~~estimates~~14. ofPrincipal ~~the~~Accountant ~~fair~~Fees ~~value of the derivative liability involves significant judgements~~ and ~~estimates given the embedded conversion features of the notes~~Services.

~~To evaluate~~Audit ~~the appropriateness of the fluctuation of the conversion price, the embedded conversion feature requires bifurcation from the host contract~~ and isAccounting recorded as a liability subject to market adjustments as of each reporting period. Significant judgment is exercised by the Company in determining derivative liability values for these convertible note agreements, including the use of a specialist engaged by management.Fees

~~We evaluated~~The ~~management’s~~following ~~conclusions~~is ~~regarding~~a ~~their~~summary ~~derivative~~of ~~liability~~the ~~and~~fees ~~reviewed~~billed ~~support~~to us for ~~the~~professional ~~significant~~services ~~inputs~~(a) ~~used~~for in the ~~valuation~~years ~~model,~~ended asDecember ~~well~~31, as2024 ~~assessing~~and ~~the~~2023 ~~model~~by ~~for~~M&K ~~reasonableness. Additionally~~CPAS, wePLLC ~~evaluated~~our ~~management’s~~independent ~~disclosure~~public ofregistered ~~the~~accounting ~~Derivative~~firm ~~Liabilities~~and ~~calculations~~by inL&L ~~Note~~CPAS 10PA., ofour ~~the~~Outsource ~~consolidated~~CFO ~~financial~~and ~~statements~~Accounting Services firm.

/s/ M&K CPAS, PLLC

MKA CPA Fees (Auditor)	2024		2023
Audit fees	$	45,000	$	40,425
Audit-related fees		-0-		-0-
Tax fees		-0-		-0-
All other fees- quarterly reviews (3 quarters)	$	24,000	$	22,050
	$	62,475	$	62,475

WeAudit fees consist of billings for the audit of the ~~have~~Company’s ~~served~~consolidated asfinancial statements included in our Annual Reports on Form 10-K and reviews of the consolidated financial statements included in the Company’s ~~auditor~~Quarterly ~~since~~Reports ~~2018~~on Form 10-Q.

The Company does not have an Audit Committee. It is ~~Woodlands~~the Company’s policy to have its Chief Executive Officer preapprove all audit and permissible non-audit services provided by the independent public accountants, TXsubject to approval by the board of directors.

~~April~~These services may include audit, audit-related, tax 16and other services. Pre-approval is generally for up to one year, ~~2024~~is detailed as to the particular service or category of services and is generally subject to a specific budget. Unless there are significant variations from the pre-approved services and fees, the independent public accountants and management generally are not required to formally report to the Board of Directors regarding actual services and related fees.

Firm ID 2738

L&L Fees (Outsource CFO and Accounting Services)	2024		2023
Bookkeeping and Accounting fees (12 months)	$	24,000	$	24,000
Preparation of quarterly reports for Auditor review in conjunction with submission of financials to SEC	$	24,000	$	24,000
	$	48,000	$	48,000

~~Houston~~Outsource CFO and Accounting Fees consist of preparation of the consolidated financial statements of Kaya Holdings, TXInc. and its subsidiaries, which comprise the following:

F-1. Preparation of the balance sheets for four quarters of year ended 12.31.24 and 12.31.23, respectively, and the related statements of income, retained earnings, and cash flows for the year then ended and the related notes to the financial statements.

~~Kaya~~2. ~~Holdings,~~Bookkeeping ~~Inc~~services for the years ended 12.31.24 and ~~Subsidiaries~~12.31.23, respectively,

~~Consolidated~~3. Preparation ~~Balance~~and ~~Sheets~~filing of quarterly state sales tax returns.

~~December~~4. ~~31,~~Other ~~2023~~accounting ~~and~~matters ~~December~~for the years ended 12.31.24 and 12.31.23, ~~2022~~respectively,

ASSETS
	(Audited)			(Audited)
	December 31, 2023			December 31, 2022
CURRENT ASSETS:
Cash and equivalents		29,108		$	18,330
Inventory		9,259			11,990
Prepaid expenses		58,588			28,158
Total current assets		96,955			58,478
NON-CURRENT ASSETS:
Right-of-use asset - operating lease		29,865			182,604
Assets for sale		—			516,076
Property and equipment, net of accumulated depreciation of $216,890 and $358,396 as of December 31, 2023 and December 31, 2022, respectively		24,875			36,720
Goodwill		23,682			22,188
Other Assets		40,479			27,175
Total non-current assets		118,901			784,763
Total assets	$	215,856		$	843,241
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable and accrued expense	$	589,085		$	961,396
Accounts payable and accrued expense-related parties		514,972			273,190
Accrued interest		2,369,015			1,759,669
Right-of-use liability - operating lease		30,885			93,067
Taxable Payable		899,344			876,017
Convertible notes payable, net of discount of $0 and $54,707		125,000			240,293
Notes payable		124,312			9,312
Derivative liabilities		2,752,321			6,204,878
Total current liabilities		7,404,934			10,417,822
NON-CURRENT LIABILITIES:
Notes payable		500,000			—
Notes payable-related party		250,000			250,000
Convertible notes payable, net of discount of $742 and $333,107		7,311,410			7,179,045
Accrued expense-related parties		500,000			500,000
Right-of-use liability - operating lease		—			100,115
Total non-current liabilities		8,561,410			8,029,160
Total liabilities		15,966,344			18,446,982
STOCKHOLDERS' DEFICIT:
Convertible preferred stock, Series C, par value $.001; 10,000,000 shares authorized; 0 and 100,000 issued and outstanding at December 31, 2023 and December 31, 2022, respectively		—			—
Convertible preferred stock, Series D, par value $.0001; 10,000,000 shares authorized; 40 and 40 issued and outstanding at December 31, 2023 and December 31, 2021, respectively		—			—
Common stock , par value $.001; 500,000,000 shares authorized; 0 shares and 22,172,835 shares issued as of December 31, 2023 and 22,172,835 shares outstanding as of December 31, 2022 , respectively		22,173			22,173
Subscriptions payable		163,630			163,630
Additional paid in capital		22,493,783			22,277,612
Accumulated deficit		(36,462,263	)		(38,071,960	)
Accumulated other comprehensive income (loss)		(12,617	)		(11,027	)
Total stockholders' deficit attributable to parent company		(13,795,294	)		(15,619,572	)
Non-controlling interest		(1,955,194	)		(1,984,169	)
Total stockholders' deficit		(15,750,488	)		(17,603,741	)
Total liabilities and stockholders' deficit	$	215,856		$	843,241

~~The~~PART ~~accompanying notes are an integral part of these consolidated financial statements.~~IV

~~F-2~~Item 15. Exhibits and Financial Statement Schedules.

~~Kaya Holdings~~a) The following documents are filed as part of this Annual Report: (1) Financial Statements – The following Consolidated Financial Statements of the Company are contained in Item 8 of this Annual Report: • Reports of Independent Registered Public Accounting Firms • Consolidated Balance Sheets at December 31, ~~Inc.~~2024 and ~~Subsidiaries~~2023 • Consolidated Statements of Operations for the years ended December 31, 2024 and 2023 • Consolidated Statements of Stockholders’ Deficit for the years ended December 31, 2024 and 2023 • Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023 • Notes to the Consolidated Financial Statements.

Consolidated Statements of Operations

(2)		Financial Statement Schedules were omitted, as they are not required or are not applicable, or the required information is included in the Consolidated Financial Statements.

(3)		Exhibits – The following exhibits are filed with this report or are incorporated herein by reference to a prior filing, in accordance with Rule 12b32 under the Exchange Act:

	(Audited)			(Audited)
Exhibit No.	Description of Exhibit
	For The			For The
3.1	Certificate of Incorporation, as amended (1)
	Year Ended			Year Ended
3.2	Bylaws, as amended(1)
	December 31, 2023			December 31, 2022
10.12	2022 Incentive Stock Plan(1) +
Net sales	$	196,294		$	685,379
10.2	Form of 8% Convertible Promissory Note (1)
Cost of sales		81,345			225,107
Gross profit		114,949			460,272
Operating expenses:
Professional fees	$	752,973		$	1,262,095
Salaries and wages		209,433			383,762
General and administrative		396,962			525,855
Total operating expenses		1,359,368			2,171,712
Operating loss		(1,244,419	)		(1,711,440	)
Other income (expense):
Interest expense	$	(665,427	)	$	(629,386	)
Amortization of debt discount		(387,072	)		(303,398	)
Gain on impairment of right of use assets		151,082			—
Gain on sale of land		177,883			17,177
Gain on sale of business license		208,346			—
Change in derivative liabilities expense		3,297,215			(1,010,737	)
Gain of AP forgiveness		112,560			—
Other income		96,501			—
Total other income (expense)		2,904,237			(1,926,344	)
Net income (loss) from continuing operations before income taxes		1,659,818			(3,637,784	)
Provision for Income Taxes	$	(23,327	)	$	(93,910	)
Net income (loss)		1,636,491			(3,731,694	)
Net Income (loss) attributed to non-controlling interest		26,794			(155,080	)
Net income (loss) attributed to Kaya Holdings, Inc.		1,609,697			(3,576,614	)
Basic net income (loss) per common share	$	0.07		$	(0.24	)
Weighted average number of common shares outstanding - Basic		22,172,835			15,049,410
Diluted net income (loss) per common share	$	0.01		$	(0.24	)
Weighted average number of common shares outstanding - Diluted		203,750,520			15,049,410

~~The accompanying~~14.1 ~~notes~~Insider ~~are~~Trading ~~an integral part of these consolidated financial statements.~~Policy(2)

F-3


21.1		Subsidiaries of Registrant ⁽¹⁾

23.1		Consent of M&K CPAS LLC⁽²⁾

31.1		Section 302 Certification⁽²⁾

32.1		Section 906 Certification⁽²⁾

~~Kaya~~(1) ~~Holdings~~Filed as an Exhibit to the Company’s Registration Statement on Form S-1, ~~Inc~~as amended (File No. 333-283570) and ~~Subsidiaries~~incorporated herein by reference.

~~Consolidated Statements of Comprehensive Income~~ (~~Loss~~2) Filed herewith.

	(Audited)		(Audited)
	For The		For The
	Year Ended		Year Ended
	December 31, 2023		December 31, 2022
Net income (loss)	$	1,609,697	$	(3,576,614	)
Other comprehensive expense
Foreign currency adjustments		591		(14,019	)
Comprehensive income (loss)		1,610,288		(3,590,633	)
Other comprehensive income (expense)
Net loss attributed to non-controlling interest		26,794		(155,080	)
Comprehensive income (loss) attributable to Kaya Holdings		1,583,494		(3,435,553	)

+ Management compensation arrangement.

~~The accompanying~~Item ~~notes~~16. ~~are~~Form an10-K ~~integral part of these consolidated financial statements~~Summary.

~~F-4~~None.

~~Kaya Holdings, Inc. and Subsidiaries Consolidated Statements of Stockholders' Deficit For the three months and year ended December 31, 2023 (Audited) and the year ended December 31, 2022 (Audited)~~43

	Preferred Stock - Series C				Preferred Stock - Series D				Common Stock				Subscription Payable		Additional Paid-in		Accumulated			Accumulated Comprehensive			Noncontrolling			Total Stockholders'
	Shares		Amount		Shares		Amount		Shares		Amount		Amount		Capital		Deficit			Loss			Interest			Deficit
Balance, December 31, 2021 (Audited)		—	$	—		40	$	—		14,722,835	$	14,723	$	163,630	$	21,735,185	$	(34,495,346	)	$	(3,719	)	$	(1,822,378	)	$	(14,407,905	)
Imputed interest		—		—		—		—		—		—		—		22,500		—			—			—			22,500
Common stock issued for services		—		—		—		—		5,350,000		5,350		—		361,125		—			—			—			366,475
Common stock issued for services - related parties		—		—		—		—		2,100,000		2,100		—		141,750		—			—			—			143,850
Settlement of related party accrued compensation		—		—		—		—		—		—		—		17,052		—			—			—			17,052
Translation Adjustment		—		—		—		—		—		—		—		—		—			(7,308	)		(6,711	)		(14,019	)
Net Loss		—		—		—		—		—		—		—		—		(3,576,614	)		—			(155,080	)		(3,731,694	)
Balance, December 31, 2022 (Unaudited)		—		—		40		—		22,172,835		22,173		163,630		22,277,612		(38,071,960	)		(11,027	)		(1,984,169	)		(17,603,741	)
Balance, December 31, 2022 (Audited)		—	$	—		40	$	—		22,172,835	$	22,173	$	163,630	$	22,277,612	$	(38,071,960	)	$	(11,027	)	$	(1,984,169	)		(17,603,741	)
Imputed interest		—		—		—		—		—		—		—		22,500		—			—			—			22,500
Settlement of derivative liabilities to additional paid in capital		—	$	—		—		—		—		—		—		155,342		—			—			—			155,342
Release of related party accruals and payable		—	$	—		—	$	—		—	$	—	$	—	$	38,329	$	—		$	—		$	—			38,329
Translation Adjustment		—	$	—		—		—		—		—		—		—		—			(1,590	)		2,181			591
Net Income		—	$	—		—		—		—		—		—		—		1,609,697			—			26,794			1,636,491
Balance, December 31, 2023		—	$	—		40		—		22,172,835		22,173		163,630		22,493,783		(36,462,263	)		(12,617	)		(1,955,194	)		(15,750,488	)

SIGNATURES

~~The accompanying~~In ~~notes~~accordance ~~are~~with anSection ~~integral~~13 ~~part~~or 15(d) of ~~these~~the ~~consolidated~~Securities Exchange ~~fin~~Act of 1934, the Company has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

~~F-5~~Dated: April 16, 2025

~~Kaya Holdings~~KAYA HOLDINGS, ~~Inc~~INC. By: /s/ Craig Frank Craig Frank Chairman of the Board, President, Chief Executive Officer, Acting Chief Financial Officer (Principal Executive, Financial and ~~Subsidiaries~~Accounting Officer

In accordance with Section 13 or 15(d) of the Securities ~~Consolidated~~Exchange ~~Statement~~Act of ~~Cashflows~~1934, this Annual Report on Form 10K has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.

(Unaudited)

Signature	Title	Date


/ s/ Craig Frank	Chairman of the Board, President, Chief Executive Officer,
Craig Frank	Acting Chief Financial Officer and Director (Principal Executive, Financial and Accounting Officer)	April 16, 2025


/s/ Mitchel Chupak	Director	April 16, 2025
Mitchel Chupak

	For The			For The
	Year Ended			Year Ended
	December 31, 2023			December 31, 2022
OPERATING ACTIVITIES:
Net income (loss)	$	1,609,697		$	(3,576,614	)
Adjustments to reconcile net income / loss to net cash used in operating activities:
Adjustment to non-controlling interest		26,794			(155,080	)
Depreciation		11,845			21,937
Imputed interest		22,500			22,500
Loss (gain) on impairment of right-of-use asset		(151,082	)		—
Change in derivative liabilities		(3,297,215	)		1,010,737
Amortization of debt discount		387,072			303,398
Impairment expense					74,509
Shares issued for service					366,475
Shares issued for service - related parties		—			143,850
Gain on disposal of fixed assets		—			(17,177	)
Gain on sale of business license		(206,546	)		—
Gain on sale of land		(177,883	)		—
Changes in operating assets and liabilities:
Prepaid expense		(42,505	)		(14,191	)
Inventory		1,852			39,494
Right-of-use asset		59,597			96,904
Deposit		(12,925	)		—
Other assets		—			(14,684	)
Accrued interest		609,346			606,886
Accounts payable and accrued expenses		(89,375	)		43,248
Accounts payable and accrued expenses - Related Parties		241,782			148,252
Right-of-use liabilities		(62,080	)		(113,153	)
Deferred tax liabilities		23,327			93,910
Net cash used in operating activities		(1,045,799	)		(918,799	)
INVESTING ACTIVITIES:
Proceeds from sales of fixed assets		693,959			17,177
Proceeds from sales of Business License		193,900			—
Cash paid for impairment of right-of-use asset		(75,000	)		—
Net cash provided by investing activities		812,859			17,177
FINANCING ACTIVITIES:
Proceeds from notes payable		615,000			370,000
Payments on convertible debt		(370,000	)		—
Net cash provided by financing activities		245,000			370,000
NET INCREASE (DECREASE) IN CASH		12,060			(531,622	)
Effects of currency translation on cash and cash equivalents		(1,282	)		(16,072	)
CASH BEGINNING BALANCE		18,330			565,979
CASH ENDING BALANCE	$	29,108		$	18,330
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid		18,582			—
NON-CASH TRANSACTIONS AFFECTING OPERATING, INVESTING AND FINANCING ACTIVITIES:
Settlement of derivative liabilities		155,342			—
Adoption of lease standard ASC 842		24,602			23,738
Initial derivative liability on convertible note payable		—			213,598
Release of related party accruals and payable		38,329
Settlement of related party liabilities in excess of net book value of asset distributed		—			17,052
Preferred stock exchange-related party		—			—

~~The~~INDEX ~~accompanying~~TO ~~notes~~CONSOLIDATED ~~are~~FINANCIAL ~~an integral part of these consolidated financial statements.~~STATEMENTS

F-6

	Page

Reports of Independent Registered Public Accounting Firm (FIRM ID: 2378)	F-1

Consolidated Balance Sheets at December 31, 2024 and 2023	F-2

Consolidated Statements of Operations for the Years Ended December 31, 2024 and 2023	F-3

Consolidated Statements of Comprehensive Income(Loss) for the Years Ended December 31, 2024 and 2023	F-4

Consolidated Statements of Stockholders' Deficit Years Ended December 31, 2024 and 2023	F-5

Consolidated Statements of Cash Flows for the Years Ended December 31, 2024 and 2023	F-6

Notes to Consolidated Financial Statements	F-7

~~NOTE 1 – ORGANIZATION AND NATURE OF THE BUSINESS~~45

~~Organization~~REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~Kaya~~To ~~Holdings,~~the ~~Inc.~~Board ~~FKA (Alternative Fuels Americas, Inc.) is a holding company. The Company was incorporated in 1993 and has engaged in a number~~ of ~~businesses.~~Directors Its name was changed on May 11, 2007 to NetSpace International Holdings, Inc. (a Delaware corporation) (“NetSpace”). NetSpace acquired 100% of Alternative Fuels Americas, Inc. (a Florida corporation) in January 2010 in a stock-for-member interest transaction and ~~issued 6,567,247 shares of~~Stockholders ~~common stock and 100,000 shares~~ of Series C convertible preferred stock to existing shareholders. Certificate of Amendment to the Certificate of Incorporation was filed in October 2010 changing the Company’s name from NetSpace International Holdings, Inc. to Alternative Fuels Americas, Inc. (a Delaware corporation). Certificate of Amendment to the Certificate of Incorporation was filed in March 2015 changing the Company’s name from Alternative Fuels Americas, Inc. (a Delaware corporation) to Kaya Holdings, Inc.

~~The~~Opinion ~~Company has four subsidiaries: Marijuana Holdings Americas, Inc., a Florida corporation (“MJAI”), which is majority-owned and was formed~~ on ~~March 27, 2014 to maintain ownership of~~ the ~~Company’s~~Financial Oregon based cannabis operations, 34225 Kowitz Road, LLC, a wholly-owned Oregon limited liability company which held ownership of the Company’s 26 acre property in Lebanon, Oregon (inactive since Feb 28, 2023 when the subject property was sold), Kaya Brand International, Inc., a Florida Corporation (“KBI”) which is majority-owned and was formed on October 14, 2019 to expand the business overseas (active) and Fifth Dimension Therapeutics, Inc., a Florida corporation which is majority owned (“FTD”) and was formed on December 13, 2022 to develop and maintain ownership of the Company’s planned Psychedelic Treatment Centers offering psilocybin treatments.Statements

~~MJAI~~We ~~Oregon~~have 1audited ~~LLC~~the isaccompanying consolidated balance sheets of Kaya Holdings, Inc. and subsidiaries (the ~~entity~~Company) ~~that~~as ~~holds~~of December 31, 2024 and 2023, and the ~~licenses~~related consolidated statements of operations, comprehensive income (loss), stockholders’ deficit, and cash flows for each of the ~~Company’s~~years in the two-year period ended ~~retail~~December ~~store~~31, ~~operations.~~2024, ~~MJAI~~and ~~Oregon~~the 5related ~~LLC~~notes is(collectively referred to as the ~~entity~~financial ~~that~~statements). ~~held~~In our opinion, the ~~license~~consolidated ~~application~~financial statements ~~for~~present fairly, in all material respects, the financial position of the Company’s 26as ~~acre~~of ~~farm~~December ~~property~~31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in ~~Lebanon~~the ~~Oregon~~two-year ~~(property~~period ~~sold~~ended ~~2/28/23~~December 31, ~~inactive~~2024, ~~since~~in ~~that~~conformity ~~date)~~with accounting principles generally accepted in the United States of America.

~~KBI~~Going is the entity that holds controlling ownership interests in Kaya Farms Greece, S.A. (a Greek corporation) and Kaya Shalvah (“Kaya Farms Israel”, an Israeli corporation). These two entities were formed to facilitate expansion of the Company’s business in Greece and Israel respectively.Concern

~~Fifth~~The ~~Dimension~~accompanying ~~Therapeutics,~~consolidated ~~Inc.~~financial statements ~~(FTD)~~have isbeen ~~the~~prepared ~~entity~~ assuming that ~~was~~the ~~formed~~Company towill ~~hold~~continue ~~interests~~as ina ~~psychedelic~~going ~~treatment~~concern. ~~facilities,~~As ~~with~~discussed ~~operations~~in ~~initially~~Note ~~targeted~~2 ~~for~~to ~~Oregon~~the ~~where~~consolidated ~~FDT~~financial statements, ~~holds~~the ~~a 49%~~Company ~~stake~~had ina ~~FDT~~net ~~Oregon~~loss 1,from ~~LLC~~continuing ~~(“FDT1”~~operations, annet ~~Oregon~~cash ~~limited~~used ~~liability~~in ~~company)~~operations, and ~~has~~a anlack ~~irrevocable~~of ~~option~~revenues to-date, ~~acquire the~~which ~~remaining~~raises ~~51%~~substantial ~~stake~~doubt inabout ~~FDT1~~its ~~after~~ability ~~the~~to ~~sunsetting~~continue inas ~~January~~a 1,going ~~2025~~concern. ~~of Oregon~~Management’s ~~residency~~plans ~~requirements~~regarding ~~for~~those ~~majority~~matters ~~ownership~~are indiscussed ~~entities~~in Note 2. The consolidated financial statements do not include any adjustments that ~~hold~~might ~~OHA~~result ~~issued~~from ~~Psilocybin~~the ~~Licenses~~outcome of this uncertainty.

~~Nature~~Basis offor ~~the Business~~ Opinion

InThese ~~January~~consolidated ~~2014,~~financial ~~KAYS~~statements are ~~incorporated~~the ~~MJAI,~~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 ~~wholly~~public accounting firm registered with the Public Company Accounting Oversight Board ~~owned~~(United ~~subsidiary,~~States) (PCAOB) and are required to ~~focus~~be onindependent ~~opportunities~~with respect to the Company in accordance with the ~~legal~~U.S. ~~recreational~~federal securities laws and ~~medical~~the ~~marijuana~~applicable inrules and regulations of the ~~United~~Securities ~~States~~and Exchange Commission and the PCAOB.

~~On July~~We 3,conducted ~~2014~~our ~~opened~~audits ~~its~~in ~~first~~accordance with ~~Kaya~~the ~~Shack™~~standards ~~MMD~~of inthe ~~Portland, Oregon~~PCAOB. ~~Between~~ ~~April~~Those ofstandards ~~2014~~require that we plan and ~~December~~perform ~~31,~~the ~~2023,~~audit ~~KAYS~~to ~~owned and~~obtain ~~operated~~reasonable ~~four~~assurance ~~(4 )~~about whether ~~Kaya~~the ~~Shack™~~consolidated ~~retail~~financial ~~cannabis~~statements ~~medical~~are ~~and~~free ~~recreational~~of ~~dispensaries~~material misstatement, ~~three~~whether ~~(3)~~due ~~Medical~~to ~~Marijuana~~error ~~Grow~~or ~~sites~~fraud. ~~licensed~~The byCompany ~~the~~is ~~OHA~~not ~~and~~required to ~~two~~have, ~~(2)~~nor ~~Recreational~~were ~~Marijuana~~we ~~grow~~engaged ~~sites~~to ~~licensed~~perform, byan ~~the~~audit ~~OLCC~~of ~~(all~~its ininternal ~~Oregon)~~control over financial reporting. ~~The~~As ~~statuses~~part of ~~these~~our ~~operations~~audits, we are asrequired to ~~follows:~~ 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.

~~F-7~~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 consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

~~The~~Critical ~~first~~Audit Kaya Shack™ (Kaya Shack™ Store 1) opened in 2014 in Portland, Oregon at the same address as an Oregon Liquor and Cannabis Commission (OLCC) licensed medical and recreational marijuana retailer. On March 11, 2024, the Company notified the Oregon Liquor Control Commission (the “OLCC”) that we were temporarily closing this location. The Company is currently evaluating redeploying this remaining dispensary license to serve as a delivery hub for Portland residents, tourists and The Sacred Mushroom™ guests, among others.Matter

~~Kaya~~The ~~Shack™~~critical ~~Store~~audit 2matter ~~was closed in December,~~communicated ~~2022~~below asis ~~part of~~ a ~~sale~~matter ~~and~~arising ~~surrender~~from ~~agreement that~~ the ~~Company~~current ~~entered~~period ~~into~~audit ~~with~~of the ~~OLCC~~consolidated tofinancial ~~resolve~~statements anthat ~~Administrative~~was ~~Action~~communicated ~~filed~~or byrequired to ~~the~~be ~~OLCC~~communicated ~~(as~~to ~~previously disclosed in~~ the ~~Company’s~~audit ~~Annual~~committee ~~Report~~and onthat: ~~form~~(1) ~~10-K~~relate ~~for~~to ~~the~~accounts ~~period~~or ~~ending~~disclosures ~~December~~that ~~31,~~are ~~2021~~material ~~filed~~to onthe ~~April~~consolidated financial ~~18,~~statements ~~2022~~ and in(2) ~~the~~involved ~~Company’s~~our ~~Quarterly~~especially ~~report~~challenging, ~~for the period ending March 31~~subjective, ~~2022~~or ~~filed~~complex ~~on May 16, 2022)~~judgments. ~~Per~~The ~~the~~communication ~~terms~~ of the ~~agreement~~ ~~the~~critical ~~Company~~audit ~~agreed~~matter does tonot ~~either~~alter ~~enter~~in ~~into~~any away ~~purchase~~our ~~and~~opinion ~~sale~~on ~~agreement~~the ~~for~~consolidated ~~its~~financial ~~retail~~statements, ~~license~~taken inas ~~South~~a ~~Salem by February 1~~whole, ~~2023 (the~~and ~~renewal~~we ~~date)~~are ~~or surrender the license. On April 21~~not, ~~2023~~by ~~the~~communicating ~~Company concluded~~ the critical ~~sale~~audit ofmatter ~~Store 2 for $210~~below,~~000,~~ ~~less~~providing aseparate 6%opinions ~~closing commission~~on ~~and~~the ~~minor~~critical ~~closing~~audit ~~expenses.~~matter ~~After~~or ~~these~~on ~~expenses~~the ~~and~~accounts ~~paying~~or ~~$75,000~~disclosures to ~~resolve~~which ~~three~~it ~~non-performing store leases in South Oregon, the Company netted $118,900~~relates.

~~Kaya~~Derivative ~~Shack™ Store 3 and Kaya Shack™ Store 4 were both closed due to consolidation moves by the Company in 2020 and 2021, respectively, and the Company let the licenses lapse.~~ Liabilities

InAs ~~August~~discussed ~~of 2017, the Company purchased a 26-acre parcel~~ in ~~Lebanon,~~Note ~~Linn County~~11, ~~Oregon for $510,000 on which we intended to construct a Greenhouse Grow and Production Facility (~~the ~~“Property”) and filed for OLCC licensure. In August of 2022, the~~ Company ~~entered into an agreement (the “CVC Agreement”) with CVC~~ ~~International,~~borrows ~~Inc.~~funds ~~(“CVC”),~~through ~~an institutional investor who holds certain of~~ the ~~Company’s~~use ~~Convertible Promissory Notes (the “Notes”), one~~ of ~~which~~convertible ~~was~~notes ~~secured~~payable bythat contain a ~~$500,000~~conversion ~~mortgage~~price onthat ~~the~~may ~~Property.~~be ~~CVC~~fixed ~~released~~or ~~its~~fluctuates ~~lien~~with on the ~~Property~~ ~~to enable the Company to sell the Property and utilize the proceeds therefrom for the benefit of the Company and its shareholders,~~stock without having to repay CVC the $500,000 Note held by CVC. Additionally, CVC agreed to advance certain sums against the sale of the Property (“Advances”), which amounted to $270,000 pending the sale of the Property. On February 28, 2023 we sold the Property for a price ~~of $769,500, less commissions and customary closing costs~~. The net proceeds of the sale were used to repay the advances plus interest (including an additional $100,000 borrowed from another lender interest) and the Company realized net proceeds of approximately $302,000,000. The land is reflected on the balance sheet as assets held for sale for the year ended December 31, 2022 at a value of $516,076. The land was sold in 2023.

OnAuditing ~~September 26, 2019, the Company formed the majority owned subsidiary Kaya Brands International, Inc. (“KBI”) to serve as the Company~~management’s ~~vehicle for expansion into worldwide~~estimates ~~cannabis~~of ~~markets.~~the ~~Between~~fair ~~September~~value of ~~2019~~the ~~and~~derivative ~~December~~liability ~~31,~~involves ~~2023~~significant ~~KBI~~judgements ~~has~~and ~~formed~~estimates ~~majority-owned~~given ~~subsidiaries~~the inembedded ~~both~~conversion ~~Greece~~features ~~and Israel~~of ~~and~~the ~~its local operating subsidiaries have acquired interests in various licenses and entities~~notes.

~~F-8~~To evaluate the appropriateness of the fluctuation of the conversion price, the embedded conversion feature requires bifurcation from the host contract and is recorded as a liability subject to market adjustments as of each reporting period. Significant judgment is exercised by the Company in determining derivative liability values for these convertible note agreements, including the use of a specialist engaged by management.

OnWe ~~December~~evaluated ~~13,~~management’s ~~2022 the Company formed Fifth Dimension~~conclusions ~~Therapeutics~~regarding ™their ~~(“FTD”,~~derivative aliability ~~Florida~~and ~~Corporation)~~reviewed tosupport ~~seek~~for ~~to provide~~the ~~psychedelic~~significant ~~services~~inputs toused ~~sufferers~~in ofthe ~~treatment~~valuation ~~resistant~~model, ~~mental~~as ~~health~~well ~~diseases such~~ as ~~depression,~~assessing the ~~PTSD~~model ~~and~~for ~~other mental health disorders~~reasonableness. ~~On January 3~~Additionally, ~~2023~~we ~~the~~evaluated ~~Oregon~~management’s ~~Health~~disclosure ~~Authority~~of (the ~~“OHA”)~~Derivative ~~began~~Liabilities tocalculations ~~accept~~in ~~license applications, allowing each~~Note ~~entity~~11 ~~to own and operate one (1) Psilocybin manufacturing and processing facility for the production~~ of ~~Psilocybin Mushrooms and derived therapeutics (“Psilocybins”), and up to five (5) Psilocybin Facilitation Centers where clients would go to ingest Psilocybins and experience effects under~~ the ~~supervision~~consolidated offinancial ~~State Licensed Facilitators~~statements.

~~On January 25, 2023 the Company confirmed that attorney~~/s/ ~~Glenn~~M&K ~~E.J. Murphy was welcomed as a founding member to the FDT Board of Directors. Glenn will assist FDT with introductions to pharmaceutical companies seeking data and access to psychedelic patients~~CPAS, as well as advising on the development of intellectual property, structure of potential joint ventures, funding opportunities, acquisitions, and other related endeavors. Glenn has twenty-five years of private and corporate practice, including ten years in-house with the Henkel Group and more than fifteen years in private practice, Glenn's experience has touched on most every aspect of intellectual property practice.PLLC

~~On March 13, 2023, Bryan Arnold (one of KAYS Vice~~M&K Presidents and its longest serving Oregon Employee) completed his OHA Certified Psilocybin Education through the Changra Institute and became one of the first eighteen graduates to obtain Psilocybin Facilitator certification in the State of Oregon. Bryan’s Facilitation License application has been approved by the OHACPAS, and he now may oversee up to five (5) Psilocybin Treatment Facilities and up to one (1) Psilocybin Production Facility. Additionally, the Company expects to enroll additional potential licensee candidates within the coming months to bolster its ranks of OHA Licensed Psilocybin Facilitators as it moves forward with plans to open its first Psilocybin Clinic, subject to completion of financing and regulatory approvals.PLLC

~~F-9~~We have served as the Company’s auditor since 2018 Houston, TX

~~On November 14, 2023~~April ~~the Company filed a license application with the Oregon Department of Health (the “OHA”) for the licensure of The Sacred Mushroom™~~29, ~~an approximately 11,000 square foot psilocybin treatment center located in Portland, Oregon which would serve as the Company’s flagship psilocybin facility.~~2025

On March 6, 2024, the OHA completed its Psilocybin Service Center License Inspection and itemized three (3) facility structural/layout items that they wanted addressed/modified prior to issuing the facility license. The Company is currently completing the items and expects to have the followF-~~up inspection and final license issuance issued prior to the end of April, 2024.~~ 1

~~NOTE 2~~Kaya –Holdings, ~~LIQUIDITY~~Inc. ~~AND~~and ~~GOING CONCERN~~Subsidiaries

~~The~~Consolidated ~~Company’s~~Balance consolidated financial statements as of December 31, 2023 have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Company incurred net income of $1,609,697 for the year ended December 31, 2023 and net losses of $3,576,614 for the twelve months ended December 31, 2022. The increase in net income is due to the changes in derivative liabilities and the gain on disposal. At December 31, 2023 the Company has a working capital deficiency of $7,307,979 and is totally dependent on its ability to raise capital. The Company has a plan of operations and acknowledges that its plan of operations may not result in generating positive working capital in the near future. Even though management believes that it will be able to successfully execute its business plan, which includes third-party financing and capital issuance, and meet the Company’s future liquidity needs, there can be no assurances in that regard. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this material uncertainty. Management recognizes that the Company must generate additional funds to successfully develop its operations and activities. Management plans include:Sheets

•December ~~the~~31, ~~sale~~2024 ~~of additional equity~~ and ~~debt securities,~~ 2023

• alliances and/or partnerships with entities interested in and having the resources to support the further development of the Company’s business plan,


ASSETS
	(Audited)			(Audited)
	December 31, 2024			December 31, 2023
CURRENT ASSETS:
Cash and equivalents	$	39,668		$	29,108
Inventory		90			9,259
Prepaid expenses		28,180			58,588
Total current assets		67,938			96,955

NON-CURRENT ASSETS:
Right-of-use asset - operating lease		52,574			29,865
Property and equipment, net of accumulated depreciation of $372,390 and $216,890 as of December 31, 2024 and December 31, 2023, respectively		46,131			24,875
Goodwill		20,955			23,682
Other Assets		28,771			40,479
Total non-current assets		148,431			118,901

Total assets	$	216,369		$	215,856


LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
Accounts payable and accrued expense	$	631,963		$	589,085
Accounts payable and accrued expense-related parties		869,864			514,972
Accrued interest		59,246			2,369,015
Right-of-use liability - operating lease		52,574			30,885
Taxable Payable		902,166			899,344
Convertible notes payable, net of discount of $0 and $0		135,000			125,000
Notes payable		9,312			124,312
Derivative liabilities		2,497,275			2,752,321
Total current liabilities		5,157,400			7,404,934

NON-CURRENT LIABILITIES:
Accrued expense-related parties		500,000			500,000
Accrued interest, non-current		2,945,861			—
Notes payable		61,608			500,000
Notes payable-related party		250,000			250,000
Convertible notes payable, net of discount of $440,590 and $742		8,429,632			7,311,410
Total non-current liabilities		12,187,101			8,561,410

Total liabilities		17,344,502			15,966,344

STOCKHOLDERS' DEFICIT:
Convertible preferred stock, Series D, par value $.0001; 10,000,000 shares authorized; 40 and 40 issued and outstanding as of December 31, 2024 and December 31, 2023, respectively		—			—
Common stock , par value $.0001; 1,500,000,000 shares authorized; 41,572,835 shares issued, 41,464,501 outstanding as of December 31, 2024 and 22,172,835 shares issued, 22,164,501 outstanding as of December 31, 2023 , respectively		4,157			2,217
Subscriptions payable		163,630			163,630
Treasury stock, at cost, 8,334 shares		(18,000	)		(18,000	)
Additional paid in capital		23,378,849			22,531,739
Accumulated deficit		(38,543,119	)		(36,462,263	)
Accumulated other comprehensive income		(15,571	)		(12,617	)
Total stockholders' deficit attributable to parent company		(15,030,054	)		(13,795,294	)
Non-controlling interest		(2,098,078	)		(1,955,194	)
Total stockholders' deficit		(17,128,132	)		(15,750,488	)

Total liabilities and stockholders' deficit	$	216,369		$	215,856

•The ~~business~~accompanying ~~transactions~~notes toare ~~assure~~an ~~continuation~~integral part of ~~the~~these ~~Company’s~~consolidated ~~development~~financial ~~and operations,~~statements.

~~• development of a unified brand and the pursuit of licenses to operate recreational and medical marijuana facilities under the branded name.~~F-2

~~F-10~~Kaya Holdings, Inc. and Subsidiaries

~~NOTE~~Consolidated 3Statements –of ~~SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION~~Operations

Basis of Presentation


	(Audited)			(Audited)
	For The			For The
	Year Ended			Year Ended
	December 31, 2024			December 31, 2023

Net sales	$	7,134		$	—

Cost of sales		7,500			—

Gross profit		(366	)		—

Operating expenses:
Professional fees		1,384,954			752,973
Salaries and wages		31,320			—
General and administrative		605,388			269,772
Total operating expenses		2,021,662			1,022,745

Operating loss		(2,022,028	)		(1,022,745	)

Other income (expense):
Interest expense		(738,290	)		(665,427	)
Amortization of debt discount		(119,029	)		(387,072	)
Gain on sale of land		—			177,883
Gain on sale of the license		1,700			—
Change in derivative liabilities expense		813,922			3,297,215
Other income (expense)		3,614			100,072

Total other income (loss)		(38,083	)		2,522,671

Net income from continuing operations before income taxes		(2,060,111	)		1,499,926

Provision for Income Taxes		—			—

Net income (loss) - from continued operations		(2,060,111	)		1,499,926

Net Income (loss) from discontinued operations before tax		(154,076	)		159,892
Provision for income taxes on discontinued operations		(8,365	)		(23,327	)
Net income (loss) - from discontinued operations		(162,441	)		136,565

Net income (loss)		(2,222,552	)		1,636,491

Net income (loss) attributed to non-controlling interest		(141,696	)		26,794

Net income (loss) attributed to Kaya Holdings, Inc.		(2,080,856	)		1,609,697

Basic net (loss) income from continuing operations per common share	$	(0.07	)	$	0.07
Basic net (loss) income from discontinued operations per common share	$	(0.00	)	$	0.00
Basic net (loss) income per common share	$	(0.07	)	$	0.07

Weighted average number of common shares outstanding - Basic		28,397,691			22,164,501


Diluted net (loss) income from continuing operations per common share	$	(0.07	)	$	0.01
Diluted net (loss) income from discontinued operations per common share	$	(0.00	)	$	0.00
Diluted net (loss) income per common share	$	(0.07	)	$	0.01

Weighted average number of common shares outstanding - Diluted		257,718,952			203,742,186

The accompanying ~~consolidated~~ ~~financial~~notes ~~statements~~are ofan ~~the~~integral ~~Company have been prepared in accordance with accounting principles generally accepted in the~~part ~~United States~~ of ~~America~~these ~~(U.S.~~consolidated ~~GAAP)~~financial ~~under the accrual basis of accounting~~statements.

~~Reclassifications~~F-3

~~Certain~~ Kaya ~~prior~~Holdings, ~~period~~Inc. ~~amounts~~and ~~have been reclassified to conform to the current period presentation.~~Subsidiaries

~~Use~~ Consolidated Statements of ~~Estimates~~Comprehensive Income(Loss)

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.


	(Audited)			(Audited)
	For The			For The
	Year Ended			Year Ended
	December 31, 2024			December 31, 2023

Net income (loss)	$	(2,080,856	)	$	1,609,697

Other comprehensive income (loss):
Foreign currency adjustments		(4,142	)		591

Comprehensive income (loss)		(2,084,998	)		1,610,288

Comprehensive loss attributable to non-controlling interest		(142,884	)		26,794

Comprehensive loss attributable to Kaya Holdings		(1,942,114	)		1,583,493

~~Such~~The ~~estimates~~accompanying ~~and assumptions~~notes ~~impact~~are ~~both~~an ~~assets~~integral ~~and~~part ~~liabilities, including but not limited to: net realizable value~~ of ~~accounts~~these ~~receivable~~consolidated ~~and~~financial inventory, estimated useful lives and potential impairment of property and equipment, the valuation of intangible assets, estimate of fair value of share based payments and derivative liabilities, estimates of fair value of warrants issued and recorded as debt discount, estimates of tax liabilities and estimates of the probability and potential magnitude of contingent liabilitiesstatements.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future nonF-~~conforming events. Accordingly, actual results could differ significantly from estimates.~~4

~~Risks~~Kaya Holdings, Inc. and ~~Uncertainties~~Subsidiaries

~~The~~Consolidated ~~Company’s operations~~Statements ~~are subject to risk and uncertainties including financial, operational, regulatory and other risks including the potential risk~~ of ~~business~~Stockholders' ~~failure.~~ Deficit

~~The~~For ~~Company has experienced, and in~~ the ~~future~~years ~~expects~~ended toDecember ~~continue to experience~~31, ~~variability~~2024 ~~in its sales~~ and earnings. The factors expected to contribute to this variability include, among others, (i) the uncertainty associated with the commercialization and ultimate success of the product, (ii) competition inherent at other locations where product is expected to be sold (iii) general economic conditions and (iv) the related volatility of prices pertaining to the cost of sales. 2023

Principles of Consolidation


										Additional Paid-in Capital	Accumulated Deficit	Accumulated Comprehensive Loss	Noncontrolling Interest	Total Stockholders' Deficit

	Preferred Stock - Series C		Preferred Stock - Series D		Common Stock		Treasury Stock		Subscription Payable
	Shares	Amount	Shares	Amount	Shares	Amount	Shares	Amount	Amount
Balance, December 31, 2022 (Audited)	-	$ -	40	$ -	22,172,835	$ 2,217	8,334	$ (18,000)	$ 163,630	$ 22,315,568	$ (38,071,960)	$ (11,027)	$ (1,984,169)	$ (17,603,741)

Imputed interest	-	-	-	-	-	-	-	-	-	22,500	-	-	-	22,500

Settlement of derivative liabilities to additional paid in capital	-	-	-	-	-	-	-	-	-	155,342	-	-	-	155,342

Release of related party accruals and payable	-	-	-	-	-	-	-	-	-	38,329	-	-	-	38,329

Translation Adjustment	-	-	-	-	-	-	-	-	-	-	-	(1,590)	2,181	591

Net Income	-	-	-	-	-	-	-	-	-	-	1,609,697	-	26,794	1,636,491

Balance, December 31, 2023(Audited)	-	-	40	-	22,172,835	2,217	8,334	(18,000)	163,630	22,531,739	(36,462,263)	(12,617)	(1,955,194)	(15,750,488)

Balance, December 31, 2023 (Audited)	-	-	40	-	22,172,835	2,217	8,334	(18,000)	163,630	22,531,739	(36,462,263)	(12,617)	(1,955,194)	(15,750,488)

Imputed interest	-	-	-	-	-	-	-	-	-	22,500	-	-	-	22,500

Common stock issued for services	-	-	-	-	3,100,000	310	-	-	-	126,790	-	-	-	127,100

Common stock issued for services - related parties	-	-	-	-	15,300,000	1,530	-	-	-	625,770	-	-	-	627,300

Common stock issued for acquiring the subsidiary	-	-	-	-	1,000,000	100	-	-	-	40,900	-	-	-	41,000

Equity transaction (Sale of subsidiary's stock)	-	-	-	-	-	-	-	-	-	31,150	-	-	-	31,150

Translation Adjustment	-	-	-	-	-	-	-	-	-	-	-	(2,954)	(1,188)	(4,142)

Net Income	-	-	-	-	-	-	-	-	-	-	(2,080,856)	-	(141,696)	(2,222,552)

Balance, December 31, 2024 (Audited)	-	-	40	-	41,572,835	4,157	8,334	(18,000)	163,630	23,378,849	(38,543,119)	(15,571)	(2,098,078)	(17,128,132)

The accompanying ~~consolidated~~ ~~financial~~notes ~~statements~~are ~~include~~an ~~the~~integral ~~accounts~~part of ~~Kaya~~these ~~Holdings,~~consolidated ~~Inc.~~financial ~~and all wholly and majority-owned subsidiaries~~statements. ~~All significant intercompany balances have been eliminated.~~

~~Majority~~F-~~owned subsidiaries:~~5

~~Fifth~~Kaya ~~Dimension Therapeutics~~Holdings, Inc. (aand ~~Florida Corporation)~~Subsidiaries

~~Kaya~~Consolidated ~~Brands~~Statement ~~International, Inc.~~of ~~(a Florida Corporation)~~Cashflows

Kaya Shalvah (“Kaya Farms Israel”, an Israeli corporation) majority owned subsidiary of KBI)


	(Audited)			(Audited)
	For The			For The
	Year Ended			Year Ended
	December 31, 2024			December 31, 2023
OPERATING ACTIVITIES:
Net income (loss)	$	(1,918,415	)	$	1,473,132
Adjustment to non-controlling interest		(141,696	)		26,794
Adjustments to reconcile net income / loss to net cash used in operating activities:
Depreciation		5,882			11,845
Imputed interest		22,500			22,500
Loss(Gain) on lease extinguishment		—			(151,082	)
Shares issued for services		127,100			—
Shares issued for services - related parties		627,300			—
Shares issued for acquisition - related parties		41,000			—
Change in derivative liabilities		(813,922	)		(3,297,215	)
Amortization of debt discount		119,029			387,072
Loss(Gain) on sale of land		—			(177,883	)
Loss(Gain) on sale of license		(1,700	)		(206,546	)
Changes in operating assets and liabilities:
Prepaid expense		32,283			(42,505	)
Inventory		9,169			1,852
Right-of-use asset		119,521			59,597
Deposit		14,416			(12,925	)
Accrued interest		646,662			609,346
Accounts payable and accrued expenses		42,878			(89,375	)
Accounts payable and accrued expenses - Related Parties		354,891			241,782
Right-of-use liabilities		(120,541	)		(62,080	)
Deferred tax liabilities		2,823			23,327

Net cash used in operating activities		(830,820	)		(1,182,364	)

Net cash (used in)/provided by Discontinued Operations		(162,441	)		136,565


INVESTING ACTIVITIES:
Proceeds from sales of fixed assets		—			693,959
Proceeds from sales of business license		—			193,900
Cash paid for impairment of right-of-use assets		—			(75,000	)
Purchase of property and equipment		(27,138	)		—
Proceeds from sales of subsidiary's stock		31,150			—

Net cash provided by investing activities		4,012			812,859

FINANCING ACTIVITIES:
Proceeds from convertible notes		1,557,500			615,000
Payments on debt		(553,393	)		(370,000	)

Net cash provided by financing activities		1,004,107			245,000

Effects of currency translation on cash and cash equivalents		(4,298	)		(1,282	)

NET INCREASE (DECREASE) IN CASH		10,560			10,778

CASH BEGINNING BALANCE		29,108			18,330

CASH ENDING BALANCE	$	39,668		$	29,108

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid		59,108			18,582

NON-CASH TRANSACTIONS AFFECTING OPERATING, INVESTING AND FINANCING ACTIVITIES:
Shares issued for investment		41,000			—
Settlement of derivative liabilities		—			155,342
Adoption of lease standard ASC 842		—			24,602
Release of related party accruals and payable		—			38,329
Reclassification of accrued interest to notes principal		10,000			—
Recognition of right of use assets and lease liabilities under ASC 842		142,230			—
Initial derivatives		558,876			—
Convertible note balance adjustment		570			—

~~Kaya~~The ~~Farms~~accompanying ~~Greece,~~notes ~~S.A.~~are (aan ~~Greek Corporation)~~integral ~~majority~~part ~~owned~~of ~~subsidiary~~these ofconsolidated ~~KBI)~~financial statements.

F-116

·NOTE ~~Marijuana~~1 ~~Holdings~~– ~~Americas,~~ORGANIZATION ~~Inc.~~AND (aNATURE OF ~~Florida~~THE ~~corporation)~~BUSINESS

~~o MJAI Oregon 1 LLC~~Organization

~~Non-Controlling~~Kaya ~~Interest~~Holdings, Inc. FKA (Alternative Fuels Americas, Inc.) (“KAYS”) is a holding company. The Company was incorporated in 1993 and engaged in a number of businesses until September, 2010. In October, 2010, the Company changed its name to Alternative Fuels Americas, Inc, in connection with the acquisition of a company by that name. The Company assumed its present name in March 2015, in connection with its commencement of operations in the legal cannabis market in Oregon.

The ~~company~~Company ~~owned~~has ~~55%~~four ofsubsidiaries: Marijuana Holdings Americas, ~~until~~Inc., ~~September~~a Florida corporation (“MJAI”), which is majority-owned and was formed on March 27, 2014 to operate the Company’s cannabis retail business in Oregon. MJAI's operations were discontinued during the six months ended June 30, ~~2019~~2024, and the subsidiary is now classified as a discontinued operation (see Note 4). ~~Starting~~The ~~October~~Company 1retains full ownership of MJAI and is evaluating potential sale opportunities for its remaining assets in 2025. 34225 Kowitz Road, ~~2019~~LLC, a wholly-owned Oregon limited liability company which held ownership of the Company’s 26 acre property in Lebanon, Oregon (inactive since February 28, 2023 when the subject property was sold), Kaya Brand ~~Holding~~International, Inc., ~~owns~~a ~~65%~~Florida ofCorporation ~~Marijuana~~(“KBI”) ~~Holdings~~which ~~Americas~~is majority-owned and was formed on October 14, 2019 to expand the business overseas (active) and Fifth Dimension Therapeutics, Inc., Asa ofFlorida ~~December~~corporation which is majority owned (“FDT ”) 31and was formed on December 13, 2022, ~~Kaya~~to ~~owns~~develop ~~65%~~and maintain ownership of ~~Marijuana~~the ~~Holdings~~Company’s ~~Americas,~~planned ~~Inc~~Psychedelic Treatment Centers offering psilocybin treatments.

~~The~~MJAI ~~company~~Oregon ~~owned~~1 ~~85%~~LLC ofis ~~Kaya~~the ~~Brands~~entity ~~International,~~that holds the licenses for the Company’s ~~Inc~~retail store operations. ~~until~~MJAI ~~July~~Oregon ~~31,~~5 ~~2020.~~LLC ~~Starting~~is ~~August~~the 1,entity ~~2020,~~that ~~Kaya~~held ~~Holding,~~the ~~Inc.~~license ~~owns~~application ~~65%~~for ofthe ~~Kaya~~Company’s ~~Brands~~26 ~~International~~acre farm property in Lebanon Oregon (property sold on February 28, ~~Inc~~2023, inactive since that date).

~~The~~KBI ~~Company~~is ~~owns~~the ~~65%~~entity ofthat ~~Fifth~~holds ~~Dimension~~controlling ownership ~~Therapeutics~~interests in Kaya Farms Greece, ~~Inc~~S.A. (a Greek corporation) and Kaya Shalvah (“Kaya Farms Israel”, an Israeli corporation). These two entities were formed to facilitate expansion of the Company’s business in Greece and Israel respectively.

~~Cash~~FDT is the entity that was formed to hold interests in psychedelic treatment facilities, with operations initially targeted for Oregon where FDT holds a 49% stake in FDT Oregon 1, LLC (“FDT1”, an Oregon limited liability company) and ~~Cash~~the ~~Equivalents~~Company has an irrevocable option to acquire the remaining 51% stake in FDT1 after the sunsetting in January 1, 2025 of Oregon’s residency requirements for majority ownership in entities that hold OHA issued psilocybin licenses. On September 5, 2024, the Company issued 1,000,000 shares of common stock to FDT Oregon 1 LLC owners who are also the Company’s related parties, to acquire the remaining 51% equity interest of FDT Oregon 1 LLC after January 1, 2025, as per the agreement.

~~Cash~~Nature ~~and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity~~ of ~~three~~the ~~months or less. The Company had no cash equivalents.~~Business

~~Inventory~~In January 2014, KAYS incorporated MJAI, a wholly owned subsidiary, to focus on opportunities in the legal recreational and medical marijuana in the United States.

~~Inventory~~On ~~consists of~~July ~~finished goods purchased~~3, ~~which~~2014 ~~are~~opened ~~valued~~its atfirst ~~the~~Kaya ~~lower~~Shack™ MMD ofin ~~cost or market value~~Portland, ~~with~~Oregon. Between ~~cost~~April ~~being~~of ~~determined~~2014 onand ~~the~~December ~~first-in~~31, ~~first-out method. The~~2023, ~~Company~~KAYS ~~periodically~~owned ~~reviews~~and ~~historical~~operated ~~sales~~four ~~activity~~(4) toKaya ~~determine~~Shack™ ~~potentially~~retail cannabis ~~obsolete~~medical ~~items~~ and ~~also~~recreational ~~evaluates the~~dispensaries, ~~impact~~three of(3) ~~any~~Medical ~~anticipated~~Marijuana ~~changes~~Grow insites ~~future~~licensed ~~demand. Total~~by ~~Value~~the ofOHA ~~Finished~~and ~~goods~~two ~~inventory~~(2) asRecreational ~~of December 31, 2023 is~~Marijuana ~~$9,259~~grow ~~and~~sites ~~$11,990~~licensed asby ofthe ~~December~~OLCC ~~31,~~(all ~~2022~~in Oregon). ~~Inventory~~The ~~allowance~~statuses ~~and~~of ~~impairment~~these ~~were~~operations $0are ~~and $0~~ as ~~of December 31, 2023 and December 31, 2022, respectively.~~follows:

~~Property~~The first Kaya Shack™ (Kaya Shack™ Store 1) opened in 2014 in Portland, Oregon at the same address as an Oregon Liquor and ~~Equipment~~Cannabis Commission (OLCC) licensed medical and recreational marijuana retailer. On March 11, 2024, the Company notified the Oregon Liquor Control Commission (the “OLCC”) that we were temporarily closing this location. The Company is currently evaluating redeploying this remaining dispensary license to serve as a delivery hub for Portland residents, tourists and The Sacred Mushroom™ guests, among others. As of June 30, 2024, the Company had ceased all retail cannabis operations under the MJAI subsidiary. Kaya Shack™ Store 1 remained inactive following the March 2024 temporary closure notice to the OLCC, and no further cannabis retail revenue was generated in the second half of the year. Accordingly, the Company has classified MJAI’s operations as discontinued as of year-end. See Note 4 for additional details on discontinued operations.

Property and equipment is stated at cost, less accumulated depreciation and is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. F-7

~~Depreciation~~Kaya ofShack™ ~~property~~Store 2 was closed in December, 2022 as part of a sale and ~~equipment~~surrender isagreement ~~provided~~that ~~utilizing~~the Company entered into with the ~~straight~~OLCC to resolve an Administrative Action filed by the OLCC (as previously disclosed in the Company’s Annual Report on form 10-~~line~~K ~~method~~for ~~over~~the period ending December 31, 2021 filed on April 18, 2022 and in the ~~estimated~~Company’s ~~useful~~Quarterly ~~lives~~report for the period ending March 31, ~~ranging~~2022 ~~from~~filed ~~5-30~~on ~~years~~May 16, 2022). Per the terms of the agreement ~~respective~~the Company agreed to either enter into a purchase and sale agreement for its retail license in South Salem by February 1, 2023 ~~assets~~(the renewal date) or surrender the license. ~~Expenditures~~On April 21, 2023 the Company concluded the sale of Store 2 for ~~maintenance~~$210,000, less a 6% closing commission and ~~repairs~~minor ~~are~~closing ~~charged~~expenses. After these expenses and paying $75,000 to ~~expense~~resolve asthree ~~incurred~~non-performing store leases in South Oregon, the Company netted $118,900.

~~Upon~~Kaya ~~sale~~Shack™ orStore ~~retirement of~~3 ~~property~~ and ~~equipment,~~Kaya ~~the~~Shack™ ~~related~~Store 4 ~~cost~~were ~~and~~both ~~accumulated~~closed ~~depreciation~~due ~~are~~to ~~removed~~consolidation ~~from~~moves by the ~~accounts~~Company in 2020 and ~~any~~2021, ~~gain~~respectively, orand ~~loss~~the isCompany ~~reflected in~~let the ~~statements~~licenses ~~of operations~~lapse.

~~Long~~In August of 2017, the Company purchased a 26-~~lived~~acre parcel in Lebanon, Linn County, Oregon for $510,000 on which we intended to construct a Greenhouse Grow and Production Facility (the “Property”) and filed for OLCC licensure. In August of 2022, the Company entered into an agreement (the “CVC Agreement”) with CVC International, Inc. (“CVC”), an institutional investor who holds certain of the Company’s Convertible Promissory Notes (the “Notes”), one of which was secured by a $500,000 mortgage on the Property. CVC released its lien on the Property to enable the Company to sell the Property and utilize the proceeds therefrom for the benefit of the Company and its shareholders, without having to repay CVC the $500,000 Note held by CVC. Additionally, CVC agreed to advance certain sums against the sale of the Property (“Advances”), which amounted to $270,000 pending the sale of the Property. On February 28, 2023 we sold the Property for a price of $769,500, less commissions and customary closing costs. The net proceeds of the sale were used to repay the advances plus interest (including an additional $100,000 borrowed from another lender interest) and the Company realized net proceeds of approximately $302,000,000. The land is reflected on the balance sheet as assets held for sale for the year ended December 31, 2022 at a value of $516,076. The land was sold in 2023.

~~The~~On ~~Company~~September ~~reviews long-lived~~26, ~~assets~~2019, ~~and~~the ~~certain~~Company ~~identifiable~~formed ~~intangibles~~the ~~held~~majority owned ~~and~~subsidiary ~~used~~Kaya ~~for~~Brands ~~possible~~International, ~~impairment~~Inc. ~~whenever~~(“KBI”) ~~events~~to orserve ~~changes~~as ~~in circumstances indicate that~~ the ~~carrying~~Company’s ~~amount~~vehicle offor anexpansion ~~asset~~into ~~may~~worldwide cannabis ~~not be recoverable~~markets. InBetween ~~evaluating~~September ~~the~~of ~~fair~~2019 ~~value~~ and ~~future~~March ~~benefits of its intangible assets~~31, ~~management~~2024 ~~performs~~KBI anhas ~~analysis~~formed ofmajority-owned ~~the~~subsidiaries ~~anticipated~~in ~~undiscounted future~~both ~~net~~Greece ~~cash~~and ~~flow~~Israel ~~of the individual assets over the remaining amortization period. The Company recognizes an impairment loss if the~~and ~~carrying~~its ~~value~~local ofoperating ~~the~~subsidiaries ~~asset~~have ~~exceeds~~acquired ~~the~~interests ~~expected~~in ~~future~~various ~~cash~~licenses ~~flows~~and entities.

~~F-12~~On December 13, 2022, the Company formed Fifth Dimension Therapeutics ™ (“FDT”, a Florida Corporation) to seek to provide psychedelic services to sufferers of treatment resistant mental health diseases such as depression, PTSD and other mental health disorders. On January 3, 2023 the Oregon Health Authority (the “OHA”) began to accept license applications, allowing each entity to own and operate one (1) Psilocybin manufacturing and processing facility for the production of Psilocybin Mushrooms and derived therapeutics (“Psilocybins”), and up to five (5) Psilocybin Facilitation Centers where clients would go to ingest Psilocybins and experience effects under the supervision of State Licensed Facilitators.

~~Accounting~~On January 25, 2023, the Company confirmed that attorney ~~for~~Glenn E.J. Murphy was welcomed as a founding member to the ~~Impairment~~FDT Board of ~~Long~~Directors. Glenn will assist FDT with introductions to pharmaceutical companies seeking data and access to psychedelic patients, as well as advising on the development of intellectual property, structure of potential joint ventures, funding opportunities, acquisitions, and other related endeavors. Glenn has twenty-~~Lived~~five ~~Assets~~years of private and corporate practice, including ten years in-house with the Henkel Group and more than fifteen years in private practice, Glenn's experience has touched on most every aspect of intellectual property practice.

WeOn ~~evaluate~~March ~~long-lived assets~~13, ~~for~~2023, ~~impairment~~Bryan ~~whenever~~Arnold ~~events~~(one orof ~~changes~~KAYS inVice Presidents ~~circumstances~~and ~~indicate~~its ~~that~~longest ~~the~~serving ~~carrying~~Oregon ~~amount~~Employee) ofcompleted anhis ~~asset~~OHA ~~may~~Certified ~~not~~Psilocybin beEducation ~~recoverable. Upon~~through ~~such~~the anChangra ~~occurrence,~~Institute ~~recoverability~~and became one of ~~assets~~the tofirst beeighteen ~~held~~graduates ~~and~~to ~~used~~obtain isPsilocybin ~~measured~~Facilitator bycertification ~~comparing~~in the ~~carrying~~State ~~amount~~ of anOregon. ~~asset~~Bryan’s ~~to forecasted~~Facilitation ~~undiscounted~~License ~~net~~application ~~cash~~has ~~flows~~been ~~expected~~approved ~~to be generated~~ by the ~~asset.~~OHA, Ifand ~~the~~he ~~carrying~~now ~~amount~~may ofoversee ~~the~~up ~~asset~~to ~~exceeds~~five ~~its~~(5) ~~estimated~~Psilocybin ~~future~~Treatment ~~cash flows,~~Facilities anand ~~impairment~~up ~~charge~~to isone (1) ~~recognized~~Psilocybin byProduction ~~the~~Facility. ~~amount~~Additionally, ~~by which~~ the ~~carrying~~Company ~~amount~~expects ofto ~~the~~enroll ~~asset~~additional ~~exceeds~~potential ~~the~~licensee ~~fair~~candidates ~~value~~within of the ~~asset.~~coming ~~For~~months ~~long-lived~~to ~~assets~~bolster ~~held~~its ~~for~~ranks ~~sale,~~of ~~assets~~OHA ~~are~~Licensed ~~written~~Psilocybin ~~down~~Facilitators toas ~~fair~~it ~~value,~~moves ~~less~~forward ~~cost~~with plans to ~~sell.~~open ~~Fair~~its ~~value~~first isPsilocybin ~~determined based on discounted~~Clinic, ~~cash~~subject ~~flows,~~to ~~appraised~~completion ~~values~~of orfinancing ~~management's~~and ~~estimates,~~regulatory ~~depending upon the nature of the assets~~approvals.

~~Operating~~On November 14, 2023, the Company filed a license ~~Leases~~application with the Oregon Department of Health (the “OHA”) for the licensure of The Sacred Mushroom™, an approximately 11,000 square foot psilocybin treatment center located in Portland, Oregon which would serve as the Company’s flagship psilocybin facility.

~~We lease our retail stores under non~~F-cancellable operating leases. Most store leases include tenant allowances from landlords, rent escalation clauses and/or contingent rent provisions. We recognize rent expense on a straight-line basis over the lease term, excluding contingent rent, and record the difference between the amount charged to expense and the rent paid as a deferred rent liability.8

~~Deferred~~On March 6, 2024, the OHA completed its ~~Rent~~Psilocybin Service Center License Inspection and ~~Tenant~~itemized ~~Allowances~~three (3) facility structural/layout items that they wanted addressed/modified prior to issuing the facility license. On May 7, 2024, the Company had been awarded its license by the Oregon Health Authority to operate its Portland, Oregon psilocybin treatment center, The Sacred Mushroom. On July 2, 2024, the Company announced that its licensed psilocybin treatment center, The Sacred Mushroom would open for business on July 5, 2024 and immediately commencing begin administering psilocybin treatments to eligible guests.

~~Deferred~~During ~~rent~~the ~~is recognized~~first ~~when~~half aof ~~lease~~2024, ~~contains~~the ~~fixed~~Company ceased ~~rent~~operations ~~escalations.~~of Weits ~~recognize~~retail ~~the~~marijuana ~~related~~business, ~~rent~~MJAI, ~~expense~~which onwas apreviously ~~straight~~its primary revenue-~~line~~generating ~~basis~~subsidiary. ~~starting~~MJAI's ~~from~~operations ~~the~~were ~~date~~discontinued ofduring ~~possession and record~~ the ~~difference~~six ~~between~~months ~~the~~ended ~~recognized~~June ~~rental~~30, ~~expense~~2024, and ~~cash~~no ~~rent~~revenue ~~payable~~or asoperating ~~deferred~~activity ~~rent.~~has ~~Deferred rent~~occurred ~~also~~since ~~includes~~that ~~tenant allowances received from landlords in accordance with negotiated lease terms~~date. The ~~tenant allowances are~~retail ~~amortized~~store aswas afully ~~reduction~~closed tofollowing ~~rent~~the ~~expense~~cessation onof aoperations, ~~straight-line~~and ~~basis over~~ the ~~term~~Company ofno ~~the~~longer ~~lease~~maintains ~~starting~~involvement atin ~~the~~or ~~date~~influence ofover ~~possession~~MJAI’s business activities.

~~Earnings~~As a result of the closure of MJAI’s ~~Per~~retail ~~Share~~cannabis operations during the first half of 2024, those operations have been classified as a discontinued operation in accordance with ASC 205-20. The Company retains ownership of MJAI, and its assets and liabilities remain consolidated. Only revenues and direct expenses related to MJAI’s retail operations are included in discontinued operations. See Note 4 for further details.

InNOTE ~~accordance~~2 ~~with ASC~~– ~~260,~~LIQUIDITY ~~Earnings~~AND ~~per~~GOING Share, the Company calculates basic earnings per share by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings per share are computed if the Company has net income; otherwise it would be anti-dilutive and would result from the conversion of a convertible note.CONCERN

~~Income~~The Company’s consolidated ~~Taxes~~financial statements as of December 31, 2024 have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Company incurred net loss of $2,080,856, for the year ended December 31, 2024 and net income of $1,609,697 for the year ended December 31, 2023. The net loss due to the close of a retail shop in Oregon as the company focused on moving our cannabis business overseas and concentrated on the development of our Psychedelic Medicine business and the launch of The Sacred Mushroom™ facility in Portland, Oregon. At December 31, 2024 the Company has a working capital deficiency of $8,035,323 and is totally dependent on its ability to raise capital. The Company has a plan of operations and acknowledges that its plan of operations may not result in generating positive working capital in the near future. Even though management believes that it will be able to successfully execute its business plan, which includes third-party financing and capital issuance, and meet the Company’s future liquidity needs, there can be no assurances in that regard. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this material uncertainty. Management recognizes that the Company must generate additional funds to successfully develop its operations and activities. Management plans include:

~~The~~• Company accounts for income taxes in accordance with ASC 740, Accounting for Income Taxes, as clarified by ASC 740-10, Accounting for Uncertainty in Income Taxes. Under this method, deferred income taxes are determined based on the ~~estimated~~sale ~~future tax effects~~ of ~~differences~~additional ~~between the~~equity ~~financial statement~~ and ~~tax~~debt basis of assets and liabilities given the provisions of enacted tax laws. Deferred income tax provisions and benefits are based on changes to the assets or liabilities from year to year. In providing for deferred taxessecurities, the Company considers tax regulations of the jurisdictions in which the Company operates, estimates of future taxable income, and available tax planning strategies. If tax regulations, operating results or the ability to implement tax-planning strategies vary, adjustments to the carrying value of deferred tax assets and liabilities may be required. Valuation allowances are recorded related to deferred tax assets based on the “more likely than not” criteria of ASC 740.

~~ASC~~• ~~740-10~~alliances ~~requires that~~and/or ~~the~~partnerships ~~Company~~with ~~recognize~~entities ~~the~~interested ~~financial~~in ~~statement~~and ~~benefit~~having ~~of a tax position only after determining that~~ the ~~relevant~~resources ~~tax~~to ~~authority~~support ~~would more likely than not sustain~~ the ~~position~~further ~~following~~development ~~an audit. For tax positions meeting the “more-likely-than-not” threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood~~ of ~~being realized upon ultimate settlement with~~ the ~~relevant~~Company’s ~~tax~~business ~~authority.~~plan,

We• ~~are~~business ~~subject~~ transactions to ~~certain~~assure ~~tax~~continuation ~~risks~~of ~~and~~the ~~treatments~~Company’s ~~that~~development ~~could~~and ~~negatively impact our results of~~ operations,

~~Section~~• ~~280E~~development of the Internal Revenue Code, as amended, prohibits businesses from deducting certain expenses associated with trafficking-controlled substances (within the meaning of Schedule I and II of the Controlled Substances Act). The IRS has invoked Section 280E in tax audits against various cannabis businesses in the U.S. that are permitted under applicable state laws. Although the IRS issued a ~~clarification~~unified ~~allowing~~brand ~~the deduction of certain expenses, the scope of such items is interpreted very narrowly~~ and the ~~bulk~~pursuit of ~~operating~~licenses ~~costs and general administrative costs are not permitted~~ to beoperate ~~deducted.~~recreational ~~While there are currently several pending cases before various administrative~~ and ~~federal~~medical ~~courts challenging~~marijuana ~~these~~facilities ~~restrictions,~~under ~~there~~the isbranded ~~no guarantee that these courts will issue an interpretation of Section 280E favorable to cannabis businesses~~name.

~~F-13~~NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION

~~Provision for~~Basis ~~Income~~of ~~Taxes~~Presentation

WeThe ~~recorded~~accompanying aconsolidated ~~provision for~~financial ~~income taxes in the amount~~ statements of ~~$93,910 during~~ the ~~year~~Company ~~ended December 31, 2022 compared to $782,107 during the year ended December 31, 2021. Although we~~ have ~~net~~been ~~operating~~prepared ~~losses~~in ~~that~~accordance wewith ~~believe~~accounting ~~are~~principles ~~available~~generally toaccepted usin tothe ~~offset~~United ~~this~~States ~~entire~~of ~~tax~~America ~~liability,~~(U.S. ~~which arises~~GAAP) under ~~Section 280E of~~ the ~~Code~~accrual ~~because~~basis weof ~~are a cannabis company, as a conservative measure, we have accrued this liability~~accounting.

~~Fair Value of Financial Instruments~~Reclassifications

~~The~~Certain ~~Company~~prior ~~measures assets~~period ~~and~~amounts ~~liabilities~~have atbeen ~~fair~~reclassified ~~value~~to ~~based~~conform ~~on an expected exit price as defined by the authoritative guidance on fair value measurements,~~to ~~which represents~~ the ~~amount~~current ~~that~~period ~~would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants~~presentation. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level.

~~The following are the hierarchical levels of inputs to measure fair value:~~F-9

•Use ~~Level~~of ~~1 – Observable inputs that reflect quoted market prices in active markets for identical assets or liabilities.~~Estimates

•The ~~Level~~preparation 2of -financial ~~Inputs~~statements ~~reflect quoted prices for identical assets or liabilities~~ in ~~markets~~conformity with ~~that~~U.S. ~~are~~generally ~~not~~accepted ~~active;~~accounting ~~quoted~~principles ~~prices~~requires ~~for~~management ~~similar~~to ~~assets~~make orestimates ~~liabilities~~and inassumptions ~~active markets; inputs other than quoted prices~~ that ~~are~~affect ~~observable for~~ the ~~assets~~amounts orreported in ~~liabilities;~~the orfinancial ~~inputs~~statements ~~that~~and ~~are~~accompanying ~~derived principally from or corroborated by observable market data by correlation or other means~~notes.

•Such ~~Level~~estimates 3and –assumptions ~~Unobservable~~impact ~~inputs~~both ~~reflecting~~assets and ~~the~~liabilities, ~~Company’s~~including ~~assumptions~~but ~~incorporated~~not inlimited to: net realizable value of accounts receivable and inventory, estimated useful lives and potential impairment of property and equipment, the valuation ~~techniques~~of ~~used~~intangible toassets, ~~determine~~estimate of fair value. ~~These~~of ~~assumptions~~share ~~are~~based ~~required~~payments toand bederivative liabilities, ~~consistent~~estimates ~~with~~of ~~market~~fair ~~participant~~value ~~assumptions~~of ~~that~~warrants ~~are~~issued ~~reasonably~~and ~~available~~recorded as debt discount, estimates of tax liabilities and estimates of the probability and potential magnitude of contingent liabilities.

FMaking estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future non-14conforming events. Accordingly, actual results could differ significantly from estimates.

~~Schedule~~Risks ofand ~~Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis~~ Uncertainties

	Fair Value Measurements at December 31, 2023
		Level 1		Level 2		Level 3
Assets
Cash	$	29,108	$	-	$	-
Total assets		29,108		-		-
Liabilities
Convertible debentures, net of discounts of $742		-		-		7,436,410
Derivative liability		-		-		2,752,321
Total liabilities		-		-		10,188,731
	$	29,108	$	-	$	(10,188,731)
	Fair Value Measurements at December 31, 2022
		Level 1		Level 2		Level 3
Assets
Cash	$	18,330	$	-	$	-
Total assets		18,330		-		-
Liabilities
Convertible debentures, net of discounts of $477,634		-		-		7,419,338
Derivative liability		-		-		6,204,878
Total liabilities		-		-		13,624,216
	$	18,330	$	-	$	(13,624,216)

The Company’s operations are subject to risk and uncertainties including financial, operational, regulatory and other risks including the potential risk of business failure.

The ~~carrying~~Company ~~amounts~~has ofexperienced, and in the ~~Company’s~~future expects ~~financial~~to ~~assets~~continue ~~and~~to ~~liabilities~~experience, ~~such~~variability asin ~~cash,~~its ~~prepaid~~sales ~~expenses,~~and ~~other~~earnings. The ~~current~~factors ~~assets,~~expected ~~accounts~~to ~~payable~~contribute &to ~~accrued~~this ~~expenses,~~variability ~~certain~~include, ~~notes~~among ~~payable~~others, (i) the uncertainty associated with the commercialization and ~~notes~~ultimate ~~payable~~success –of ~~related~~the ~~party~~product, ~~approximate~~(ii) ~~their~~competition ~~fair~~inherent at ~~values~~other ~~because~~locations ofwhere product is expected to be sold (iii) general economic conditions and (iv) the ~~short~~related ~~maturity~~volatility of ~~these~~prices pertaining ~~instruments~~to the cost of sales.

~~The~~Principles ~~Company~~of ~~accounts for its derivative liabilities, at fair value, on a recurring basis under level 3. See Note 7.~~Consolidation

~~Embedded~~The ~~Conversion~~accompanying ~~Features~~consolidated financial statements include the accounts of Kaya Holdings, Inc. and all wholly and majority-owned subsidiaries. All significant intercompany balances have been eliminated.

The Company evaluates embedded conversion features within convertible debt under ASC 815 “Derivatives and Hedging” to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470Majority-20owned ~~“Debt with Conversion and Other Options” for consideration of any beneficial conversion feature.~~ subsidiaries:

~~F-15~~Fifth Dimension Therapeutics, Inc. (a Florida Corporation)

~~Derivative~~FDT ~~Financial~~Oregon ~~Instruments~~1, LLC (an Oregon limited liability company)

~~The~~Kaya ~~Company~~Brands ~~does not use derivative instruments to hedge exposures to cash flow~~International, ~~market, or foreign currency risks~~Inc. ~~The~~(a ~~Company~~Florida ~~evaluates all of its financial instruments, including stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives.~~Corporation)

~~For~~Kaya ~~derivative~~Shalvah ~~financial instruments~~(“Kaya ~~that~~Farms ~~are accounted for as liabilities~~Israel”, ~~the~~an ~~derivative~~Israeli ~~instrument is initially recorded at its fair value and is then re-valued~~corporation) atmajority ~~each~~owned ~~reporting~~subsidiary date, with changes in the fair value reported as charges or credits to income. For option-based simple derivative financial instruments, the Company uses the Binomial option-pricing model to value the derivative instruments at inception and subsequent valuation dates. The classification of ~~derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period.~~KBI)

InKaya ~~July~~Farms ~~2017~~Greece, ~~the FASB issued ASU 2017-11 Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivative and Hedging (Topic 815)~~S. ~~The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features~~A. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendment also clarifies existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (~~or embedded conversion option) no longer would be accounted for as~~ a ~~derivative liability~~Greek ~~at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (“EPS”~~Corporation) inmajority ~~accordance~~owned ~~with Topic 260 to recognize the effect~~subsidiary of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features are now subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, Debt-Debt with Conversion and Other OptionsKBI), including related EPS guidance (in Topic 260). The amendments in Part II of this Update recharacterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Codification, to a scope exception. Those amendments do not have an accounting effect.

~~Prior~~Marijuana toHolding ~~this Update~~Americas, an equity-linked financial instrument with a down round feature that otherwise is not required to be classified as a liability under the guidance in Topic 480 is evaluated under the guidance in Topic 815, Derivatives and Hedging, to determine whether it meets the definition of a derivativeInc. ~~If it meets that definition, the instrument~~ (~~or embedded feature) is evaluated to determine whether it is indexed to an entity’s own stock as part of the analysis of whether it qualifies for~~ a ~~scope~~Florida exception from derivative accounting. Generally, for warrants and conversion options embedded in financial instruments that are deemed to have a debt host (assuming the underlying shares are readily convertible to cash or the contract provides for net settlement such that the embedded conversion option meets the definition of a derivativeCorporation), the existence of a down round feature results in an instrument not being considered indexed to an entity’s own stock. This results in a reporting entity being required to classify the freestanding financial instrument or the bifurcated conversion option as a liability, which the entity must measure at fair value initially and at each subsequent reporting date.

~~The~~MJAI ~~amendments~~Oregon ~~in this~~1 Update revise the guidance for instruments with down round features in Subtopic 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity, which is considered in determining whether an equity-linked financial instrument qualifies for a scope exception from derivative accounting. An entity still is required to determine whether instruments would be classified in equity under the guidance in Subtopic 815-40 in determining whether they qualify for that scope exception. If they do qualify, freestanding instruments with down round features are no longer classified as liabilities and embedded conversion options with down round features are no longer bifurcated.LLC

~~For entities that present EPS in accordance with Topic 260, and when the down round feature is included in an equity~~Non-~~classified~~Controlling freestanding financial instrument, the value of the effect of the down round feature is treated as a dividend when it is triggered and as a numerator adjustment in the basic EPS calculation. This reflects the occurrence of an economic transfer of value to the holder of the instrument, while alleviating the complexity and income statement volatility associated with fair value measurement on an ongoing basis. Convertible instruments are unaffected by the Topic 260 amendments in this Update.Interest

~~F-16~~The company owned 55% of Marijuana Holdings Americas until September 30, 2019. Starting October 1, 2019, Kaya Holding, Inc. owns 65% of Marijuana Holdings Americas, Inc. As of December 31, 2024, Kaya owns 65% of Marijuana Holdings Americas, Inc.

The ~~amendments~~company ~~in Part~~owned 185% of ~~this~~Kaya ~~Update~~Brands ~~are a cost savings relative to former accounting. This is because~~International, ~~assuming the required criteria for equity classification~~ inInc. ~~Subtopic~~until ~~815-40~~July ~~are met~~31, an entity that issued such an instrument no longer measures the instrument at fair value at each reporting period (in the case of warrants) or separately accounts for a bifurcated derivative (in the case of convertible instruments) on the basis of the existence of a down round feature2020. ~~For~~Starting ~~convertible~~August ~~instruments~~1, ~~with~~2020, ~~embedded~~Kaya ~~conversion options that have down round features~~Holding, ~~applying~~ ~~specialized guidance such as the model for contingent beneficial conversion features rather than bifurcating an embedded derivative also reduces cost and complexity~~Inc. ~~Under~~owns ~~that~~65% ~~specialized guidance, the issuer recognizes the intrinsic value~~ of ~~the~~Kaya ~~feature~~Brands ~~only~~International, ~~when the feature becomes beneficial instead of bifurcating the conversion option and measuring it at fair value each reporting period~~Inc.

~~The~~In ~~amendments~~2024, inFDT increased its authorized preferred stock ~~Part~~from II85 ofshares ~~this~~to ~~Update~~90 ~~replace~~shares. ~~the~~The ~~indefinite~~Company ~~deferral~~previously held 41 shares of ~~certain~~FDT ~~guidance~~preferred instock ~~Topic~~and ~~480~~received ~~with~~an aadditional ~~scope~~9 ~~exception~~preferred shares during the year, bringing its total holdings to 50 shares. ~~This~~Following ~~has~~this, the ~~benefit~~Company holds 50 preferred shares and 1,000,000 shares of ~~improving~~common ~~the~~stock, ~~readability~~representing 54.1% of the ~~Codification~~total ~~and~~voting ~~reducing~~rights ~~the~~of ~~complexity~~FDT. ~~associated~~Thereafter, FDT issued 3,115,000 shares of common stock in connection with ~~navigating~~the execution of several convertible note agreements, receiving total proceeds of $31,150. As a result of these issuances, the ~~guidance~~Company's ownership in ~~Topic~~FDT’s ~~480~~common stock was diluted to 52.3%. As of December 31, 2024, the Company continues to exercise majority control over FDT.

~~The~~FDT ~~Company~~holds ~~adopted this~~a ~~new~~49% ~~standard~~stake onin ~~January~~FDT Oregon 1, ~~2019;~~LLC ~~however~~(“FDT1”, an Oregon limited liability company) and the Company ~~needs~~has an irrevocable option to ~~continue~~acquire the ~~derivative~~remaining ~~liabilities~~51% ~~due~~stake toin ~~variable~~FDT1 ~~conversion~~after ~~price~~the sunsetting on ~~some~~January of1, ~~the~~2025. ~~convertible~~On ~~instruments.~~September As5, ~~such~~2024, itthe ~~did~~Company ~~not~~issued ~~have~~1,000,000 ashares ~~material~~of ~~impact~~common onstock to FDT Oregon 1 LLC owners who are also the Company’s ~~consolidated~~related ~~financial~~parties ~~statements~~to acquire the remaining 51% equity interest of FDT Oregon 1 LLC after January 1, 2025 per the agreement.

~~Beneficial Conversion Feature~~F-10

~~For~~Cash ~~conventional convertible debt where the rate of conversion is below market value, the Company records a "beneficial conversion feature" ("BCF")~~ and ~~related~~Cash ~~debt discount.~~Equivalents

~~When~~Cash ~~the~~and ~~Company records~~cash aequivalents ~~BCF,~~are ~~the~~carried ~~relative~~at ~~fair~~cost ~~value~~and represent ofcash ~~the~~on ~~BCF~~hand, isdemand ~~recorded~~deposits asplaced awith ~~debt~~banks ~~discount~~or ~~against~~other ~~the~~financial ~~face~~institutions ~~amount~~and ofall ~~the~~highly ~~respective~~liquid ~~debt~~investments ~~instrument (offset~~with toan ~~additional~~original maturity ~~paid~~of inthree ~~capital)~~months ~~and~~or ~~amortized~~less. toThe ~~interest~~Company ~~expense~~had ~~over~~no ~~the~~cash ~~life of the debt~~equivalents.

~~Debt Issue Costs and Debt Discount~~Inventory

~~The~~Inventory ~~Company~~consists ~~may~~of ~~record~~finished goods purchased, ~~debt~~which ~~issue~~are ~~costs~~valued ~~and/or~~at ~~debt~~the ~~discounts~~lower inof ~~connection~~cost or market value, with ~~raising~~cost ~~funds~~being ~~through~~determined on the ~~issuance~~first-in, offirst-out ~~debt~~method. ~~These~~The ~~costs~~Company periodically ~~may~~reviews behistorical ~~paid in~~sales activity to determine potentially obsolete items and also evaluates the ~~form~~impact of ~~cash,~~any oranticipated changes ~~equity~~in ~~(such~~future ~~as warrants)~~demand. Total ~~These~~Value ~~costs~~of ~~are~~Finished ~~amortized~~goods toinventory ~~interest~~as ~~expense~~of ~~over~~December ~~the~~31, ~~life~~2024 ofis ~~the~~$90 ~~debt.~~and If$9,259 aas ~~conversion~~ of ~~the~~December 31, ~~underlying~~2023. ~~debt~~Inventory ~~occurs,~~allowance aand ~~proportionate~~impairment ~~share~~were $0 and $0 as of ~~the~~December ~~unamortized~~31, ~~amounts~~2024 isand ~~immediately~~2023, ~~expensed~~respectively.

~~Original~~Property ~~Issue Discount~~and Equipment

~~For~~Property ~~certain~~and ~~convertible debt~~equipment ~~issued,~~are ~~the~~stated ~~Company~~at ~~may~~cost, ~~provide~~less ~~the~~accumulated depreciation ~~debt~~and ~~holder~~are ~~with~~reviewed anfor ~~original~~impairment ~~issue~~whenever ~~discount. The~~events ~~original~~or ~~issue~~changes ~~discount~~in ~~would~~circumstances ~~be recorded~~indicate asthat ~~a debt discount, reducing~~ the ~~face~~carrying amount of ~~the~~an ~~note~~asset may ~~and~~not isbe ~~amortized to interest expense over the life of the debt~~recoverable.

~~Extinguishments~~Depreciation of property and equipment is provided utilizing the straight-line method over the estimated useful lives, ranging from 5-30 years of ~~Liabilities~~the respective assets. Expenditures on maintenance and repairs are charged to expenses as incurred.

~~The~~Upon ~~Company~~sale ~~accounts~~or ~~for~~retirement ~~extinguishments~~ of ~~liabilities in~~property ~~accordance with ASC 405-20 “Accounting for Transfers~~ and ~~Servicing~~equipment, the ofrelated ~~Financial~~cost ~~Assets~~ and ~~Extinguishment~~accumulated ofdepreciation ~~Liabilities”. When the conditions~~ are ~~met~~removed ~~for~~from ~~extinguishment accounting,~~ the ~~liabilities~~accounts ~~are derecognized~~ and ~~the~~any gain or loss onis reflected in the ~~sale~~statements isof ~~recognized~~operations.

~~Stock~~Long-~~Based~~lived ~~Compensation - Employees~~assets

The Company ~~accounts for~~reviews ~~its stock~~long-~~based~~lived ~~compensation~~assets inand ~~which~~certain identifiable ~~the~~intangibles ~~Company~~held ~~obtains~~and ~~employee~~used ~~services~~for inpossible ~~share-based~~impairment ~~payment~~whenever ~~transactions~~events ~~under~~or ~~the~~changes ~~recognition and~~in ~~measurement~~circumstances ~~principles~~indicate ofthat the ~~fair~~carrying amount ~~value~~of ~~recognition~~an ~~provisions~~asset ofmay ~~section~~not ~~718-10-30~~be ofrecoverable. ~~the~~In ~~FASB~~evaluating ~~Accounting~~the ~~Standards~~fair ~~Codification. Pursuant~~value toand ~~paragraph~~future ~~718-10-30-6~~benefits of ~~the~~its ~~FASB~~intangible ~~Accounting Standards Codification~~assets, ~~all~~management ~~transactions~~performs an inanalysis ~~which~~of ~~goods~~the oranticipated ~~services~~undiscounted ~~are~~future ~~the consideration~~net ~~received~~cash ~~for~~flow ~~the issuance~~ of ~~equity~~the ~~instruments~~individual ~~are~~assets ~~accounted~~over ~~for~~the ~~based~~remaining onamortization ~~the~~period. ~~fair~~The Company ~~value~~recognizes ofan ~~the~~impairment ~~consideration~~loss ~~received or~~if the ~~fair~~carrying value of the ~~equity~~asset ~~instrument~~exceeds ~~issued,~~the ~~whichever~~expected isfuture ~~more~~cash ~~reliably measurable~~flow.

~~The~~Accounting ~~measurement~~for ~~date used to determine~~ the ~~fair~~Impairment ~~value~~ of ~~the equity instrument issued is the earlier of the date on which the performance is complete or the~~Long-Lived ~~date on which it is probable that performance will occur.~~ Assets

IfWe ~~the~~evaluate ~~Company~~long-lived ~~is a~~assets ~~newly~~for ~~formed~~impairment ~~corporation~~whenever events or ~~shares~~changes ofin circumstances indicate that the ~~Company~~carrying ~~are~~amount ~~thinly~~of ~~traded~~an asset may not be recoverable. Upon such an occurrence, the recoverability ~~use~~ of ~~share~~assets ~~prices~~to ~~established~~be inheld and used is measured by comparing the ~~Company’s~~carrying ~~most recent~~amount ~~private~~of ~~placement~~an ~~memorandum~~asset ~~(based~~to onforecasted ~~sales~~undiscounted net cash flows expected to ~~third~~be ~~parties)~~generated ~~(“PPM”),~~by orthe ~~weekly~~asset. orIf ~~monthly~~the ~~price~~carrying ~~observations~~amount ~~would~~of the asset exceeds its estimated future cash flows, an impairment ~~generally~~charge beis ~~more~~recognized ~~appropriate~~by ~~than~~the amount by which the ~~use~~carrying amount of ~~daily~~the ~~price~~asset ~~observations~~exceeds asthe ~~such~~fair ~~shares~~value ~~could~~of bethe ~~artificially~~asset. ~~inflated~~For ~~due~~long-lived assets held for sale, assets are written down to afair ~~larger spread~~value, ~~between~~less ~~the~~cost ~~bid~~to ~~and~~sell. ~~asked~~Fair ~~quotes~~value ~~and~~is ~~lack~~determined ofbased ~~consistent~~on ~~trading~~discounted incash flows, appraised values or management's estimates, depending upon the ~~market~~nature of the assets.

~~The~~Operating fair value of share options and similar instruments is estimated on the date of grant using a Binomial Option Model option-pricing valuation model. The ranges of assumptions for inputs are as follows:Leases

FWe lease our retail stores under non-17cancellable operating leases. Most store leases include tenant allowances from landlords, rent escalation clauses and/or contingent rent provisions. We recognize rent expense on a straight-line basis over the lease term, excluding contingent rent, and record the difference between the amount charged to expense and the rent paid as a deferred rent liability.

•Deferred ~~Expected~~Rent ~~term of share options~~ and ~~similar~~Tenant instruments: The expected life of options and similar instruments represents the period of time the option and/or warrant are expected to be outstanding. Pursuant to Paragraph 718-10-50-2(f)(2)(i) of the FASB Accounting Standards Codification the expected term of share options and similar instruments represents the period of time the options and similar instruments are expected to be outstanding taking into consideration of the contractual term of the instruments and employees’ expected exercise and post-vesting employment termination behavior into the fair value (or calculated value) of the instruments. Pursuant to paragraph 718-10-S99-1, it may be appropriate to use the simplified method, i.e., expected term = ((vesting term + original contractual term) / 2), if (i) A company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term due to the limited period of time its equity shares have been publicly traded; (ii) A company significantly changes the terms of its share option grants or the types of employees that receive share option grants such that its historical exercise data may no longer provide a reasonable basis upon which to estimate expected term; or (iii) A company has or expects to have significant structural changes in its business such that its historical exercise data may no longer provide a reasonable basis upon which to estimate expected term. The Company uses the simplified method to calculate expected term of share options and similar instruments as the company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. • Expected volatility of the entity’s shares and the method used to estimate it. Pursuant to ASC Paragraph 718-10-50-2(f)(2)(ii) a thinly-traded or nonpublic entity that uses the calculated value method shall disclose the reasons why it is not practicable for the Company to estimate the expected volatility of its share price, the appropriate industry sector index that it has selected, the reasons for selecting that particular index, and how it has calculated historical volatility using that index. The Company uses the average historical volatility of the comparable companies over the expected contractual life of the share options or similar instruments as its expected volatility. If shares of a company are thinly traded the use of weekly or monthly price observations would generally be more appropriate than the use of daily price observations as the volatility calculation using daily observations for such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. • Expected annual rate of quarterly dividends. An entity that uses a method that employs different dividend rates during the contractual term shall disclose the range of expected dividends used and the weighted-average expected dividends. The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the expected term of the share options and similar instruments. • Risk-free rate(s). An entity that uses a method that employs different risk-free rates shall disclose the range of risk-free rates used. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the expected term of the share options and similar instruments.Allowances

FDeferred rent is recognized when a lease contains fixed rent escalations. We recognize the related rent expense on a straight-18line basis starting from the date of possession and record the difference between the recognized rental expense and cash rent payable as deferred rent. Deferred rent also includes tenant allowances received from landlords in accordance with negotiated lease terms. The tenant allowances are amortized as a reduction to rent expense on a straight-line basis over the term of the lease starting at the date of possession.

~~Generally, all forms of share~~F-based payments, including stock option grants, warrants and restricted stock grants and stock appreciation rights are measured at their fair value on the awards’ grant date, based on estimated number of awards that are ultimately expected to vest.11

~~The~~Earnings ~~expense~~Per ~~resulting from share-based payments is recorded in general and administrative expense in the statements of operations.~~Share

~~Stock~~Deferred rent is recognized when a lease contains fixed rent escalations. We recognize the related rent expense on a straight-~~Based~~line ~~Compensation~~basis –starting ~~Non~~from the date of possession and record the difference between the recognized rental expense and cash rent payable as deferred rent. Deferred rent also includes tenant allowances received from landlords in accordance with negotiated lease terms. The tenant allowances are amortized as a reduction to rent expense on a straight-~~Employees~~line basis over the term of the lease starting at the date of possession.

~~Equity~~Income ~~Instruments Issued to Parties Other Than Employees for Acquiring Goods or Services~~Taxes

InThe ~~June~~Company ~~2018,~~accounts ~~the FASB~~for ~~issued~~income ~~ASU~~taxes ~~No.~~in ~~2018-07~~accordance with ASC 740, ~~Compensation~~Accounting –for ~~Stock~~Income ~~Compensation:~~Taxes, ~~Improvement~~as toclarified ~~Nonemployee~~by ~~Share~~ASC 740-~~Based~~10, ~~Payment~~ Accounting ~~(Topic 718).~~for ~~The~~Uncertainty ~~ASU~~in ~~supersedes~~Income ~~ASC~~Taxes. Under ~~505-50~~this method, deferred ~~Equity-Based~~income ~~Payment~~taxes toare ~~Non-Employment~~determined ~~and~~based ~~expends~~on the ~~scope~~estimated future tax effects of ~~the~~differences ~~Topic~~between ~~718~~the tofinancial ~~include~~statement ~~stock-based~~and tax ~~payments~~basis ~~granted~~of toassets ~~non-employees.~~and ~~Under~~liabilities given the ~~new~~provisions ~~guidance,~~of ~~the~~enacted ~~measurement~~tax ~~date~~laws. ~~and~~Deferred ~~performance~~income ~~and~~tax ~~vesting~~provisions ~~conditions~~and ~~for~~benefits ~~stock-~~are based ~~payments~~ on changes to ~~non-employees~~the ~~are~~assets ~~aligned~~or ~~with~~liabilities ~~those~~from ofyear ~~employees,~~to ~~most~~year. ~~notably~~In ~~aligning~~providing for deferred taxes, the ~~award~~Company ~~measurement~~considers ~~date~~tax ~~with~~regulations of the ~~grant~~jurisdictions in ~~date~~which the Company operates, estimates of an ~~award.~~future ~~The~~taxable ~~new~~income, ~~guidance~~and isavailable ~~required~~tax toplanning bestrategies. ~~adopted~~If ~~using~~tax regulations, operating results or the ~~modified~~ability ~~retrospective~~to ~~transition~~implement ~~approach.~~tax-planning ~~The~~strategies ~~Company~~vary, ~~adopted~~adjustments to the ~~new~~carrying value of deferred tax assets and liabilities ~~guidance~~may ~~effective~~be ~~January~~required. 1,Valuation ~~2019,~~allowances ~~with~~are anrecorded ~~immaterial~~related ~~impact~~to deferred tax assets based on ~~its~~the ~~financial~~“more ~~statements~~likely ~~and~~than ~~related~~not” ~~disclosures~~criteria of ASC 740.

~~The~~ASC ~~fair~~740-10 ~~value~~requires ofthat the Company recognize the ~~share~~financial ~~options~~statement ~~and~~benefit ~~similar~~of ~~instruments~~a istax ~~estimated~~position ononly after determining that the ~~date~~relevant oftax ~~grant~~authority ~~using~~would amore ~~Binomial~~likely ~~option-pricing~~than ~~valuation~~not ~~model~~sustain the position following an audit. ~~The~~ For tax positions meeting the “more-likely-than-not” threshold, the amount recognized in ~~ranges~~the financial statements is the largest benefit that has a greater than 50 percent likelihood of ~~assumptions~~being ~~for~~realized ~~inputs~~upon ~~are~~ultimate assettlement with ~~follows:~~the relevant tax authority.

•We Expected term of share options and similar instruments: Pursuant to Paragraph 718-10-50-2(f)(2)(i) of the FASB Accounting Standards Codification the expected term of share options and similar instruments represents the period of time the options and similar instruments are ~~expected~~subject to becertain ~~outstanding~~tax ~~taking~~risks ~~into consideration of the contractual term of the instruments~~ and holder’s expected exercise behavior into the fair value (or calculated value) of the instruments. The Company uses historical data to estimate holder’s expected exercise behavior. If the Company is a newly formed corporation or shares of the Company are thinly traded the contractual term of the share options and similar instruments is used as the expected term of share options and similar instruments as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. • Expected volatility of the entity’s shares and the method used to estimate it. Pursuant to ASC Paragraph 718-10-50-2(f)(2)(ii) a thinly-traded or nonpublic entity treatments that uses the calculated value method shall disclose the reasons why it is not practicable for the Company to estimate the expected volatility of its share price, the appropriate industry sector index that it has selected, the reasons for selecting that particular index, and how it has calculated historical volatility using that index. The Company uses the average historical volatility of the comparable companies over the expected contractual life of the share options or similar instruments as its expected volatility. If shares of a company are thinly traded the use of weekly or monthly price observations would generally be more appropriate than the use of daily price observations as the volatility calculation using daily observations for such shares could benegatively ~~artificially~~impact ~~inflated~~our ~~due~~results ~~to a larger spread between the bid and asked quotes and lack~~ of consistent trading in the market. • Expected annual rate of quarterly dividends. An entity that uses a method that employs different dividend rates during the contractual term shall disclose the range of expected dividends used and the weighted-average expected dividends. The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the expected term of the share options and similar instruments. • Risk-free rate(s). An entity that uses a method that employs different risk-free rates shall disclose the range of risk-free rates used. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the expected term of the share options and similar instruments.operations

FSection 280E of the Internal Revenue Code, as amended, prohibits businesses from deducting certain expenses associated with trafficking-19controlled substances (within the meaning of Schedule I and II of the Controlled Substances Act). The IRS has invoked Section 280E in tax audits against various cannabis businesses in the U.S. that are permitted under applicable state laws. Although the IRS issued a clarification allowing the deduction of certain expenses, the scope of such items is interpreted very narrowly, and the bulk of operating costs and general administrative costs are not permitted to be deducted. While there are currently several pending cases before various administrative and federal courts challenging these restrictions, there is no guarantee that these courts will issue an interpretation of Section 280E favorable to cannabis businesses.

~~Revenue~~Provision ~~Recognition~~for Income Taxes

~~Effective~~We ~~January~~recorded a provision for income taxes in the amount 1,of ~~2018~~$8,365 during the ~~Company~~year ~~adopted~~ended ~~ASC~~December ~~606~~31, –2024 ~~Revenue~~compared ~~from~~to ~~Contracts~~$23,327 ~~with~~during ~~Customers.~~the ~~Under~~year ~~ASC~~ended ~~606~~December 31, ~~the~~2023. ~~Company~~The ~~recognizes~~2024 ~~revenue~~provision ~~from~~relates ~~the~~entirely ~~commercial~~to ~~sales~~the operations of ~~products~~MJAI, ~~licensing~~our ~~agreements~~former ~~and~~retail ~~contracts~~cannabis tobusiness, ~~perform~~which ~~pilot~~was ~~studies~~discontinued byduring ~~applying~~ the ~~following~~year ~~steps:~~and ~~(1)~~is ~~identifying the~~now ~~contract~~reported ~~with~~ as a ~~customer;~~discontinued operation (2see Note 4). ~~identify~~Although ~~the~~we ~~performance~~have ~~obligations~~net inoperating ~~the~~losses ~~contract;~~that ~~(3)~~we ~~determine~~believe ~~the~~are ~~transaction~~available ~~price;~~to ~~(4)~~us ~~allocate~~to offset this entire ~~the~~tax ~~transaction~~liability, ~~price~~which toarises ~~each~~under ~~performance~~Section ~~obligation~~280E inof the ~~contract;~~Code ~~and~~because ~~(5)~~we ~~recognize~~are ~~revenue~~a ~~when~~cannabis ~~each~~company, ~~performance~~as ~~obligation~~a isconservative ~~satisfied~~measure, we have accrued this liability.

ToFair ~~confirm,~~Value ~~all~~ of ~~our~~ ~~OLCC~~Financial licensed cannabis retail sales operations are conducted and operated on a “cash and carry” basis- product(s) from our inventory accounts are sold to the customer(s) and the customer settles the account at time of receipt of product via cash payment at our retail store; the transaction is recorded at the time of sale in our point of sale software system. Revenue is only reported after product has been delivered to the customer and the customer has paid for the product with cash.Instruments

ToThe ~~date~~Company ~~the~~measures ~~only~~assets and liabilities at fair ~~other~~value ~~revenue~~based weon ~~have~~an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received ison ~~for~~the ~~ATM~~sale ~~transactions~~of ~~and~~an ~~revenue~~asset ~~from~~or ~~this~~paid ~~activity~~to istransfer ~~only~~a ~~reported~~liability, ~~after~~as wethe ~~receive~~case ~~payment~~may ~~via~~be, ~~check~~in an orderly transaction between ~~from~~market ~~the~~participants. ~~ATM~~As ~~service~~such, ~~provider~~fair ~~company~~value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level.

~~Cost~~The following are the hierarchical levels of ~~Sales~~inputs to measure fair value:

~~Cost~~• ofLevel ~~sales~~1 ~~represents~~– ~~costs~~Observable ~~directly related~~inputs tothat ~~the~~reflect ~~purchase~~quoted ofmarket ~~goods~~prices ~~and~~in ~~third~~active ~~party~~markets ~~testing~~for ofidentical ~~the~~assets ~~Company’s~~or ~~products~~liabilities.

F• Level 2 -20 Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means.

~~Related~~• ~~Parties~~Level 3 – Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available.

~~The Company follows subtopic 850~~F-~~10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.~~12

Pursuant to Section 850-10-20 the related parties include a. affiliates of the Company; b. Entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. Other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.


	Fair Value Measurements at December 31, 2024
Assets	Level 1	Level 2	Level 3
Cash	$ 39,668	$ -	$ -
Total Assets	39,668	-	-

Liabilities
Convertible debentures, net of discounts of $440,590	-	-	8,564,632
Derivative liabilities	-	-	2,497,275
Total liabilities	-	-	11,061,907
Total	$ 39,668	$ -	$ (11,061,907)

	Fair Value Measurements at December 31, 2023
Assets	Level 1	Level 2	Level 3
Cash

Filing Compare · Kaya Holdings, Inc.