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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

 (Mark
One)

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

 For
the fiscal year ended December 31, 2023

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

 For
the transition period from ______________ to _____________

 Commission
file number: 333-140645

 (Exact
name of registrant as specified in its charter)

 Nevada

 99-0364697

 (State
or other jurisdiction of incorporation or organization)

 (I.R.S.
Employer Identification No.)

 3651
Lindell Road, D517 Las Vegas, Nevada

 89103

 (Address
 of principal executive offices)

 (Zip
 Code)

 (702) 479-3016

 (Registrant's
telephone number, including area code)

 N/A

 (Former
 name, former address and former fiscal year, if changed since last report)

 Securities
registered pursuant to Section 12(b) of the Act:

 Title
 of each class

 Trading
 Symbol(s)

 Name
 of each exchange on which registered

 N/A

 N/A

 N/A

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

by check mark if the registrant is not required to file pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under
those Sections. Yes No

 Note
– Checking the box above will not relieve any registrant required to be filed by Section 13 or 15(f) of the Securities Exchange
Act from their obligations under those Sections.

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

 Yes
 No

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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).

 Yes
 No

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

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 reporting company

 Emerging
 growth company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 40(b) of the Sarbanes-Oxley Act (15 U.S.C. 762(b)) by the registered public
accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

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).

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

 The
aggregate market value of the registrant's common stock outstanding, other than shares held by persons who may be deemed affiliates
of the registrant, computed by reference to the closing sales price for the registrant's common stock on September 29, 2023 (the
last business day of the registrant's most recently completed third fiscal quarter) as reported on the OTC Markets Group, Inc.,
was approximately $ 2,925,489

 As
of March 11, 2024, there were 16,372,179,486
shares of common stock, par value $0.000001 per share, of the registrant issued and outstanding.

 CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS

 Some
of the statements contained in this annual report may constitute "forward-looking statements" for purposes of the federal
securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team's
expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts
or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The
words "anticipate," "believe," "continue," "could," "estimate," "expect,"
"intend," "may," "might," "plan," "possible," "potential," "predict,"
"project," "should," "would" and similar expressions may identify forward-looking statements, but
the absence of these words does not mean that a statement is not forward-looking.

 The
forward-looking statements contained in this annual report are based on our current expectations and beliefs concerning future developments
and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated.
These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions
that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.
These risks and uncertainties include, but are not limited to, the following risks, uncertainties and other factors:

 the
 implementation of our strategic plans for our business;

 our
 financial performance;

 fluctuations
 in the number of influencers that we contract with and their number of social media followers;

 developments
 relating to our competitors and our industry, including the impact of government regulation;

 estimates
 of our expenses, future revenues, capital requirements and our needs for additional financing; and

 other
 risks and uncertainties, including those listed under the captions "Business," "Risk Factors," and "Management's
 Discussion and Analysis of Financial Condition and Results of Operations."

 Should
one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in
material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities
laws.

 PART
I

 Item
1. Business.

 In
this Annual Report on Form 10-K, unless the context indicates otherwise, "Clubhouse Media," the "Company," "we,"
"our," "ours" or "us" refer to Clubhouse Media Group, Inc., a Nevada corporation, and its subsidiaries,
including West of Hudson Group, Inc., a Delaware corporation, and its subsidiaries.

 Business
Overview

 We
are a social media firm. Our Company has recently ceased its operations in the agency and brand deal business to instead focus our efforts
and resources on growing our wholly owned, creator monetization platform, HoneyDrip.com.

 Through
our subsidiary, West of Hudson Group, Inc. ("WOHG"), we currently generate revenues primarily through WOH Brands, LLC ("WOH
Brands"), a 100% wholly owned subsidiary of WOHG, which operates Honeydrip.com, a new digital
platform with a focus on the empowerment of creators. The site allows creators to connect with fans and sell exclusive photo and video
content. The Company previously generated revenue through The Reiman Agency, a 51% majority held joint venture which brokered
brand promotional deals between brands and talent, but has since discontinued these operations.

 WOHG
is either 100% owner and sole member and manager of each of these entities, or a majority controlling shareholder pursuant to each of
the limited liability company agreements and bylaws, where applicable, that govern these entities, and has complete and exclusive discretion
in the management and control of the affairs and business of WOH Brands, Doiyen, and The Reiman Agency. Magiclytics possesses all powers
necessary to carry out the purposes and business of these entities. WOHG is entitled to the receipt of all income (and/or losses) that
these entities generate.

 In
addition to the above, WOHG is the 100% owner of two other limited liability companies – Clubhouse Studios, LLC, which holds most
of our intellectual property, and DAK Brands, LLC, each incorporated in the State of Delaware on May 13, 2020. However, each of these
entities has minimal or no operations, and are not intended to have any material operations in the near future.

 For
the fiscal year ended December 31, 2023, Clubhouse Media generated revenues of $1,495,145 and reported a net loss of $2,369,920 and negative
cash flow from operating activities of $581,140. As noted in the consolidated financial statements of Clubhouse Media, as of December
31, 2023, Clubhouse Media had an accumulated deficit of $35,184,891. There is substantial doubt regarding the ability of Clubhouse Media
to continue as a going concern as a result of its historical recurring losses and negative cash flows from operations as well as its
dependence on private equity and financings. See "Risk Factors—Clubhouse Media has a history of operating losses and
its management has concluded that factors raise substantial doubt about its ability to continue as a going concern and the auditor of
Clubhouse Media has included explanatory paragraphs relating to its ability to continue as a going concern in its audit report for the
twelve months ended December 31, 2023."

 Principal
Products and Services

 Our
current principal products and services are comprised of Honeydrip.com.

 "The
Clubhouse" Online Presence

 "The
Clubhouse" network previously consisted of physical locations. In 2022, we determined to focus exclusively on our digital agency
and creator monetization platform. Accordingly, we closed our physical Clubhouses in 2021. There are numerous "Clubhouse"
accounts owned by The Clubhouse, with a following across Instagram, Snapchat, YouTube, and TikTok. These accounts are directly held by
us (as opposed to the Clubhouse team of influencers) and therefore we have direct access to the followers of these accounts, which we
consider to be our followers.

 Content
Creation

 As
of the date of this Annual Report on Form 10-K, WOH Brands' activities and operations have been limited to assisting in the development
and management of the wholly owned creator content monetization platform, Honeydrip.com.

 Planned
Operations

 In September
2021, the Company launched its subscription-based site HoneyDrip.com, a new digital platform designed and owned by Clubhouse Media
Group with a focus on the empowerment of creators. The site allows creators to connect with fans and sell exclusive photo and video
content. We plan to continue to expand the number of users and creators on the site and further enhance the platform. Our goal is to
grow and develop the site into a social media platform, powered by AI.

 Competition

 For
our platform, Honeydrip.com, we directly compete with OnlyFans, an industry leader. HoneyDrip differentiates itself from OnlyFans by
being an Invite only site, our site is female empowering, and we offer an inhouse account management service for creators.

 In
the future, we expect to compete with other social media monetization platforms and with technology and software companies in the social
media space.

 We
seek to effectively compete with such competitors by out-scaling our competition, focusing on in-house business infrastructure and providing
superior support and management services for our HoneyDrip creators. In addition, we believe the experience of our management team provides
us with a significant advantage in the social media business, as participants in this space have traditionally lacked the business experience
that our executive management team possesses, which we intend to use to our advantage. Notwithstanding, we may not be able to effectively
compete with such competitors.

 Customers

 Our
customers include everyday individuals and fans of social media creators. We recruit professional creators with large followings who,
in turn, drive traffic to the site.

 Government
Regulation

 We
are subject to various federal, state and local laws, both domestically and internationally, governing matters such as:

 licensing
 laws for talent management companies, such as California's Talent Agencies Act;

 licensing,
 permitting and zoning;

 health,
 safety and sanitation requirements;

 consumer
 data privacy laws;

 age
 verification and consent;

 harassment
 and discrimination, and other similar laws and regulations;

 with the Foreign Corrupt Practices Act ("FCPA") and similar regulations in other countries;

 data
 privacy and information security;

 marketing
 activities;

 environmental
 protection regulations;

 imposition
 by the U.S. and/or foreign countries of trade restrictions, restrictions on the manner in which content is currently licensed and
 distributed and ownership restrictions; and

 government
 regulation of the entertainment industry.

 We
monitor changes in these laws and believe that we are in material compliance with applicable laws and regulations. See "Risk
Factors—Risks Related to Our Business—We are subject to extensive U.S. and foreign governmental regulations, and our failure
to comply with these regulations could adversely affect our business."

 Our
entertainment and content businesses are also subject to certain regulations applicable to our use of Internet web sites and mobile applications
such as Tik Tok, Instagram and YouTube. We maintain various web sites and mobile applications that provide information and content regarding
our businesses and offer merchandise for sale. The operation of these web sites and applications may be subject to a range of federal,
state and local laws.

 Sales
and Marketing

 We
generally attract clients through our social media presence across various platforms, including YouTube, Instagram, and TikTok.

 As
a respected name in the social media industry, we are often approached by creators who are interested in joining HoneyDrip.com.

 Intellectual
Property

 We
currently do not own any patents, trademarks or any other intellectual property at this time.

 The
Company filed a trademark application on April 15, 2020, with the United States Patent and Trademark Office ("USPTO") under
Application Serial No. 90649015 for the mark "Clubhouse Media Group." The application can be found at
and is identified with this image:

 Overview
of the Business of West of Hudson Group, Inc.

 WOHG,
our directly wholly owned subsidiary, was incorporated on May 19, 2020 under the laws of the State of Delaware. WOHG is primarily a holding
company, and operates various aspects of its business through its operating subsidiaries of which WOHG is the 100% owner and sole member,
and which are as follows:

 1.

 Doiyen—a
 talent management company that provides representation to Clubhouse influencers, as further described below. This subsidiary currently has no activity as the CMGR has moved away from the brand deal / agency business model.

 2.

 WOH
 Brands—a content-creation studio, social media marketing company, technology developer, and brand incubator, as further described
 below. It owns and operates HoneyDrip.com, a new digital platform designed and owned by Clubhouse Media Group with a focus on the
 empowerment of creators. The site allows creators to connect with fans and sell exclusive photo and video content

 3.

 Magiclytics—a
 predictive analytics company that provides analytics for content creation brand deals.

 Doiyen,
formerly named WHP Management, LLC, formerly known as WHP Entertainment LLC, is a California limited liability company formed on January
2, 2020. Doiyen was acquired by WOHG on July 9, 2020 pursuant to an exchange agreement between WOHG and Doiyen, whereby WOHG acquired
100% of the membership interests of Doiyen in exchange for 100 shares of common stock of WOHG. As described above, Doiyen is a talent
management company for social media influencers, and seeks to represent some of the world's top talent in the world of social media.
Doiyen is the entity with which our influencers contract.

 WOH
Brands is a Delaware limited liability company formed on May 19, 2020 by WOHG. As described above, WOH Brands engages and also plans
to engage in a number of activities, with respect to brand development and incubation, content creation, and technology development.

 Magiclytics
is a Wyoming corporation formed on July 2, 2018. The Company acquired a 100% interest in Magiclytics on February 3, 2021. As described
above, Magiclytics provides predictive analytics for content creation brand deals.

 WOHG
is the 100% owner and sole member and manager of each of these entities pursuant to each of the limited liability company agreements
and bylaws, where applicable, that govern these entities, and has complete and exclusive discretion in the management and control of
the affairs and business of WOH Brands, Doiyen, and Magiclytics, and possesses all powers necessary to carry out the purposes and business
of these entities. WOHG is entitled to the receipt of all income (and/or losses) that these entities generate.

 In
addition to the above, WOHG is the 100% owner of two other limited liability companies – Clubhouse Studios, LLC, which holds most
of our intellectual property, and DAK Brands, LLC, each incorporated in the State of Delaware on May 13, 2020. However, each of
these entities has minimal or no operations as of the date of this annual filing, and are not intended to have any material operations
in the near future.

 Organizational
Structure

 The
following diagram reflects our organization structure:

 Organizational
History

Media Group, Inc. was incorporated under the laws of the State of Nevada on December 19, 2006 with the name Tongji Healthcare Group,
Inc. by Nanning Tongji Hospital, Inc. ("NTH"). On the same day, Tongji, Inc., our wholly owned subsidiary, was incorporated
in the State of Colorado. Tongji, Inc. was later dissolved on March 25, 2011.

 NTH
was established in Nanning in the province of Guangxi of the People's Republic of China ("PRC" or "China")
by the Nanning Tongji Medical Co. Ltd. and an individual on October 30, 2003.

 NTH
was a designated hospital for medical insurance in the city of Nanning and Guangxi province with 105 licensed beds. NTH specializes in
the areas of internal medicine, surgery, gynecology, pediatrics, emergency medicine, ophthalmology, medical cosmetology, rehabilitation,
dermatology, otolaryngology, traditional Chinese medicine, medical imaging, anesthesia, acupuncture, physical therapy, health examination,
and prevention.

 On
December 27, 2006, Tongji, Inc. acquired 100% of the equity of NTH pursuant to an Agreement and Plan of Merger, pursuant to which NTH
became a wholly owned subsidiary of Tongji Inc. Pursuant to the Agreement and Plan of Merger, we issued 15,652,557 shares of common stock
to the shareholders of NTH in exchange for 100% of the issued and outstanding shares of common stock of NTH. The acquisition of NTH was
accounted for as a reverse acquisition under the purchase method of accounting since the shareholders of NTH obtained control of the
entity. Accordingly, the reorganization of the two companies was recorded as a recapitalization of NTH, with NTH being treated as the
continuing operating entity. The Company, through NTH, thereafter operated the hospital, until the Company eventually sold NTH, as described
below.

December 31, 2017, under the terms of a Bill of Sale, we agreed to sell, transfer convey and assign forever all of its rights, title
and interest in its equity ownership interest in its subsidiary, NTH, to Placer Petroleum Co., LLC, an Arizona limited liability company.
Pursuant to the Bill of Sale, consideration for this sale, transfer conveyance and assignment is Placer Petroleum Co, LLC assuming all
assets and liabilities of NTH as of December 31, 2017. As a result of the Bill of Sale, the related assets and liabilities of Nanning
Tongji Hospital, Inc. was reported as discontinued operations effective December 31, 2017. Thereafter, the Company had minimal operations.

 On
May 20, 2019, pursuant to Case Number A-19-793075-P, Nevada's 8th Judicial District, Business Court entered and Order Granting
Application of Joseph Arcaro as Custodian of Tongji Healthcare Group, Inc. pursuant to NRS 78.347(1)(b), pursuant to which Joseph Arcaro
was appointed custodian of the Company and given authority to reinstate the Company with the State of Nevada under NRS 78.347. On May
23, 2019, Joseph Arcaro filed a Certificate of Reinstatement of the Company with the Secretary of State of the State of Nevada. In addition,
on May 23, 2019, Joseph Arcaro filed an Annual List of the Company with the Secretary of State of the State of Nevada, designating himself
as President, Secretary, Treasurer and Director of the Company for the filing period of 2017 to 2019. On November 13, 2019, Mr. Arcaro
filed a Motion to Terminate Custodianship of Tongji Healthcare Group, Inc. pursuant to NRS 78.650(4) with the District Court in Clark
County Nevada. On December 6, 2019, the court granted Mr. Arcaro's motion, and the custodianship was terminated.

May 29, 2020, Joseph Arcaro, our then Chief Executive Officer, President, Secretary, Treasurer and sole director and the beneficial owner,
through his ownership of Algonquin Partners Inc. ("Algonquin"), of 65% of the Company's common stock, entered into
a Stock Purchase Agreement (the "Stock Purchase Agreement") by and among West of Hudson Group, Inc., the Company, Algonquin,
and Mr. Arcaro. Pursuant to the terms of the SPA, WOHG agreed to purchase, and Algonquin agreed to sell, 30,000,000 shares of the Company's
common stock in exchange for payment by WOHG to Algonquin of $240,000 (the "Stock Purchase"). Thereafter, WOHG distributed
the 30,000,000 shares of the Company among the shareholders of WOHG. The Stock Purchase closed on June 18, 2020, resulting in a change
of control of the Company.

 On
July 7, 2020, we amended our articles of incorporation whereby we increased our authorized capital stock to 550,000,000 shares, comprised
of 500,000,000 shares of common stock, par value $0.001 and 50,000,000 shares of preferred stock, par value $0.001.

 Share
Exchange Agreement – West of Hudson Group, Inc.

 On
August 11, 2020, we entered into the Share Exchange Agreement with (i) WOHG; (ii) each of the WOHG Shareholders; and (iii) Mr. Ben-Yohanan
as the Shareholders' Representative.

to the terms of the Share Exchange Agreement, the parties agreed that the Company would acquire 100% of WOHG's issued and outstanding
capital stock, in exchange for the issuance to the WOHG Shareholders of a number of shares of the Company's common stock to be
determined at the closing of the Share Exchange Agreement.

 On
November 12, 2020, the Company filed a Certificate of Designations with the Secretary of State of Nevada to designate one share of the
preferred stock of the Company as the Series X Preferred Stock of the Company.

 The
closing of the Share Exchange Agreement occurred on November 12, 2020. Pursuant to the terms of the Share Exchange Agreement, the Company
acquired 200 shares WOHG's common stock, par value $0.0001 per share, representing 100% of the issued and outstanding capital stock
of WOHG, in exchange for the issuance to the WOHG Shareholders of 46,811,195 shares of the Company's common stock (the "Share
Exchange"). As a result of the Share Exchange, WOHG became a wholly owned subsidiary of the Company.

 In
addition, on November 20, 2020, pursuant to the Share Exchange Agreement and subsequent Waiver, the Company issued and sold to Amir Ben-Yohanan
one share of Series X Preferred Stock, at a purchase price of $1.00. This one share of Series X Preferred Stock has a number of votes
equal to all of the other votes entitled to be cast on any matter by any other shares or securities of the Company plus one, but will
not have any economic or other interest in the Company.

 The
Share Exchange is intended to be a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended
(the "Code"), and the Share Exchange Agreement is intended to be a "plan of reorganization" within the meaning
of the regulations promulgated under Section 368(a) of the Code and for the purpose of qualifying as a tax-free transaction for federal
income tax purposes.

 On
November 12, 2020, pursuant to the closing of the Share Exchange Agreement, we acquired WOHG, and WOHG thereafter became our wholly owned
subsidiary, and the business of WOHG became the business of the Company going forward.

 Name
Change

 On
November 2, 2020, the Company filed a Certificate of Amendment with the Secretary of State of Nevada in order to amend its Articles of
Incorporation to change the Company's name from "Tongji Healthcare Group, Inc." to "Clubhouse Media Group, Inc."

 On
January 20, 2021, Financial Industry Regulatory Authority ("FINRA") approved our name change from "Tongji Healthcare
Group, Inc." to "Clubhouse Media Group, Inc." and approved the change the symbol of our common stock from "TONJ"
to "CMGR."

 Share
Exchange Agreement - Magiclytics

 On
February 3, 2021, the Company entered into an Amended and Restated Share Exchange Agreement (the "A&R Share Exchange Agreement")
by and between the Company, Magiclytics, each of the shareholders of Magiclytics (the "Magiclytics Shareholders") and Christian
Young, as the representative of the Magiclytics Shareholders (the "Shareholders' Representative"). Christian Young
is the President, Secretary, and a Director of the Company, and is also an officer, director, and significant shareholder of Magiclytics.

 The
A&R Share Exchange Agreement amended and restated in its entirety the previous Share Exchange Agreement between the same parties,
which was executed on December 3, 2020. The A&R Share Exchange Agreement replaces the Share Exchange Agreement in its entirety.

to the terms of the A&R Share Exchange Agreement, the Company agreed to acquire from the Magiclytics Shareholders, who hold an aggregate
of 5,000 shares of Magiclytics' common stock, par value $0.01 per share (the "Magiclytics Shares"), all 5,000 Magiclytics
Shares, representing 100% of Magiclytics' issued and outstanding capital stock, in exchange for the issuance by the Company to
the Magiclytics Shareholders of the 734,689 shares of the Company's common stock based on a $3,500,000 valuation of Magiclytics,
to be apportioned between the Magiclytics Shareholders pro rata based on their respective ownership of Magiclytics Shares.

 On
February 3, 2021 (the "Magiclytics Closing Date"), the parties closed on the transactions contemplated in the A&R Share
Exchange Agreement, and the Company agreed to issue 734,689 shares of Company common stock to the Magiclytics Shareholders in exchange
for all 5,000 Magiclytics Shares (the "Magiclytics Closing"). On February 3, 2021, pursuant to the closing of the Share Exchange
Agreement, we acquired Magiclytics, and Magiclytics thereafter became our wholly owned subsidiary.

 At
the Magiclytics Closing, we agreed to issue to Christian Young and Wilfred Man each 330,610 shares of Company Common Stock, representing
45% each, or 90% in total of the Company common stock which we agreed to issue to the Magiclytics Shareholders at the Magiclytics Closing.

 The
number of shares of the Company common stock issued at the Magiclytics Closing was based on the fair market value of the Company common
stock as initially agreed to by the parties, which is $4.76 per share (the "Base Value"). The fair market value
was determined based on the volume weighted average closing price of the Company common stock for the twenty (20) trading day period
immediately prior to the Magiclytics Closing. In the event that the initial public offering price per share of the Company common stock
in this offering pursuant to Regulation A is less than the Base Value, then within three (3) business days of the qualification
by the Securities and Exchange Commission (the "SEC") of the Offering Statement forming part of this Prospectus, the Company
will issue to the Magiclytics Shareholders a number of additional shares of Company common stock equal to:

 1.

 $3,500,000
 divided by the initial public offering price per share of the Company common stock in this offering pursuant to Regulation A, minus
 $734,689

 The
resulting number of shares of the Company common stock pursuant to the above calculation will be referred to as the "Additional
Shares", and such Additional Shares will also be issued to the Magiclytics Shareholders pro rata based on their respective ownership
of Magiclytics Shares.

 In
addition to the exchange of shares between the Magiclytics Shareholders and the Company described above, on the Magiclytics Closing Date
the parties took a number of other actions in connection with the Magiclytics Closing pursuant to the terms of the A&R Share Exchange
Agreement:

 (i)

 The
 Board of Directors of Magiclytics (the "Magiclytics Board") expanded the size of the Magiclytics Board to 3 persons and
 named Simon Yu, a current officer and director of the Company as a director of the Magiclytics Board.

 (ii)

 The
 Magiclytics Board named Wilfred Man as the Chief Executive Officer of Magiclytics, Christian Young as the President and Secretary
 of the Magiclytics and Simon Yu as the Chief Operating Officer of Magiclytics.

 Further,
immediately following the Magiclytics Closing, the Company assumed responsibility for all outstanding accounts payables and operating
costs to continue operations of Magiclytics including but not limited to payment to any of its vendors, lenders, or other parties which
Magiclytics engages in the regular course of its business.

 Recent
Developments

 Clawback
Policy

 On
March 5, 2024, the Company's Board of Directors adopted a Compensation Recovery Policy (the "Policy"). The Policy is
intended to further the Company's pay-for-performance philosophy and to comply with applicable law by providing for the reasonably
prompt recovery of certain incentive-based compensation received by executive officers in the event of an accounting restatement. The
Policy is intended to comply with, and will be interpreted in a manner consistent with, Section 10D of the Exchange Act, with Exchange
Act Rule 10D-1 and with the Nasdaq listing standards.

to the Policy, if the Company is required to prepare an accounting restatement due to the material noncompliance by the Company with
any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously
issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement
if the error were corrected in the current period or left uncorrected in the current period (an "Accounting Restatement"),
then the Compensation Committee must determine the Excess Compensation (as hereinafter defined), if any, that must be recovered. The
Company's obligation to recover Excess Compensation is not dependent on if or when the restated financial statements are filed.
The Company must recover Excess Compensation reasonably promptly and executive officers are required to repay Excess Compensation to
the Company, subject to the terms of the Policy.

 The
Policy applies to certain incentive-based compensation that is received on or after March 5, 2024, during the three completed fiscal
years immediately preceding the Accounting Restatement determination date, as provided in the Policy (the "Covered Period")
while the Company has a class of securities listed on a national securities exchange. The incentive-based compensation is considered
"Clawback Eligible Incentive-Based Compensation" if the incentive-based compensation is received by a person after such person
became an executive officer and the person served as an executive officer at any time during the performance period to which the incentive-based
compensation applies. The "Excess Compensation" that is subject to recovery under the Policy is the amount of Clawback Eligible
Incentive-Based Compensation that exceeds the amount of Clawback Eligible Incentive-Based Compensation that otherwise would have been
received had such Clawback Eligible Incentive-Based Compensation been determined based on the restated amounts (this is referred to in
the listing standards as "erroneously awarded incentive-based compensation").

 CONVERTIBLE
PROMISSORY NOTES

Promissory Note – GS Capital Partners #2

 On
February 19, 2021, the Company entered into another securities purchase agreement with GS Capital (the "GS Capital #2"),
pursuant to which, on same date, the Company issued a convertible promissory note (the "GS Capital #2 Note") to GS Capital
the aggregate principal amount of $577,778 for a purchase price of $520,000, reflecting a $57,778 original issue discount, and in connection
therewith, sold to GS Capital 100,000 shares of Company's common stock, par value $0.001 per share at a purchase price of $100,
representing a per share price of $0.001 per share. In addition, at the closing of this sale, the Company reimbursed GS Capital the sum
of $10,000 for GS Capital's costs in completing the transaction, which amount GS Capital withheld from the total purchase price
paid to the Company.

 The
GS Capital #2 Note has a maturity date of February 19, 2022, and bears interest at 10% per year. No payments of the principal amount
or interest were due prior to the maturity date other than as specifically set forth in the GS Capital #2 Note, and the Company may prepay
all or any portion of the principal amount and any accrued and unpaid interest at any time without penalty.

 The
GS Capital #2 Note (and the principal amount and any accrued and unpaid interest) is convertible into shares of the Company Common Stock
at GS Capital's election at any time following the time that the Securities and Exchange Commission ("SEC") qualifies
the Company's offering statement related to the Company's planned offering of Company Common Stock pursuant to Regulation
A under the Securities Act of 1933, as amended (the "Regulation A Offering"). At such time, the GS Capital #2 Note (and the
principal amount and any accrued and unpaid interest) will be convertible at a conversion price equal to 70% of the initial offering
price of the Company Common Stock in the Regulation A Offering, subject to a customary beneficial ownership limitation of 9.99%, which
may be waived by GS Capital on 61 days' notice to the Company. The conversion price is subject to customary adjustments for any
stock splits, etc. which occur following the determination of the conversion price.

 The
$57,778 original issue discounts, the fair value of 100,000 shares issued, and the beneficial conversion features were recorded as debt
discounts and amortized over the term of the note. Therefore, the total debt discounts at the inception date of this convertible promissory
note were $577,778.

Promissory Note – New GS Note #2

 On
November 26, 2021, the Company entered into an Amendment and Restructuring Agreement (the "Restructuring Agreement") with
GS Capital Partners, LLC to cancel the conversion exercised in the quarter ended June 30, 2021.

 On
June 29, 2022, the "Company entered into an Exchange Agreement (the "Exchange Note") with GS Capital. The Exchange
Note amended and restated in its entirety the previous Note Purchase Agreement between the same parties.

 The
Exchange Note replaces the Note Purchase Agreement in its entirety, which was a promissory note carrying an outstanding amount of $577,778.
The Exchange Note is thus a new note in the amount of $635,563.48, with a conversion price equal to 85% of the closing per share trading
price of the Company's shares of common stock, $0.000001 par value per share ("Common Stock") on the last trading day
prior to the delivery of the notice of conversion, as reported on the National Quotations Bureau OTC Market exchange which the Company's
shares are traded.

 The
change in conversion features were recorded as loss on debt extinguishment of $188,771 and recognition of derivative liability of $416,588
as of June 30, 2022.

 GS
Capital converted $20,000 of principal amount and $4662 accrued interest to 296,380,352 common shares in the current quarter ended December
31, 2023. It further converted $421,063 of the principal amount and $4,690 accrued interest to 378,633,891 common shares in the quarter
ended September 30, 2022. It further converted $65,000 of principal to 481,221,646 common shares in the first quarter of 2023. The
 balance of the GS Capital #2 Note as of December 31, 2023, was $0.

Promissory Note – GS Capital Partners #3

 On
March 16, 2022, the Company entered into another securities purchase agreement with GS Capital (the "GS Capital #3"), pursuant
to which, on same date, the Company issued a convertible promissory note (the "GS Capital #3 Note") to GS Capital the aggregate
principal amount of $577,778 for a purchase price of $520,000, reflecting a $57,778 original issue discount, and in connection therewith,
sold to GS Capital 100,000 shares of Company's common stock, par value $0.000001 per share at a purchase price of $100, representing
a per share price of $0.001 per share. In addition, at the closing of this sale, the Company reimbursed GS Capital the sum of $10,000
for GS Capital's costs in completing the transaction, which amount GS Capital withheld from the total purchase price paid to the
Company.

 The
GS Capital #3 Note has a maturity date of March 22, 2022, and bears interest at 10% per year. No payments of the principal amount or
interest are due prior to the maturity date other than as specifically set forth in the GS Capital #3 Note, and the Company may prepay
all or any portion of the principal amount and any accrued and unpaid interest at any time without penalty.

 The
GS Capital #3 Note (and the principal amount and any accrued and unpaid interest) is convertible into shares of the Company Common Stock
at GS Capital's election at any time following the time that the SEC qualifies the Company's offering statement related to
the Company's planned Regulation A Offering. At such time, the GS Capital #3 Note (and the principal amount and any accrued and
unpaid interest) will be convertible at a conversion price equal to 70% of the initial offering price of the Company Common Stock in
the Regulation A Offering, subject to a customary beneficial ownership limitation of 9.99%, which may be waived by GS Capital on 61 days'
notice to the Company. The conversion price is subject to customary adjustments for any stock splits, etc. which occur following the

 The
$57,778 original issue discounts, the fair value of 100,000 shares issued, and the beneficial conversion features were recorded as debt
discounts and amortized over the term of the note. Therefore, the total debt discounts at the inception date of this convertible promissory
note were $577,778.

 On
November 26, 2021, the Company entered into an Amendment and Restructuring Agreement (the "Restructuring Agreement") with
GS Capital Partners, LLC to extend the maturity to September 22, 2022.

 The
balance of the GS Capital #3 Note as of December 31, 2023 and 2022 was $577,778 and $577,778, respectively. The Company is currently
in default of the GS Capital #3 Note.

Promissory Note – GS Capital Partners #4

 On
April 1, 2021, the Company entered into another securities purchase agreement with GS Capital (the "GS Capital #4"), pursuant
to which, on same date, the Company issued a convertible promissory note to GS Capital the aggregate principal amount of $550,000 for
a purchase price of $500,000, reflecting a $50,000 original issue discount, and in connection therewith, sold to GS Capital 45,000 shares
of Company's common stock, par value $0.001 per share at a purchase price of $45, representing a per share price of $0.001 per
share. In addition, at the closing of this sale, the Company reimbursed GS Capital the sum of $10,000 for GS Capital's costs in
completing the transaction, which amount GS Capital withheld from the total purchase price paid to the Company.

 The
GS Capital Note #4 has a maturity date of April 1, 2022, and bears interest at 10% per year. No payments of the principal amount or interest
are due prior to the maturity date other than as specifically set forth in the GS Capital Note, and the Company may prepay all or any
portion of the principal amount and any accrued and unpaid interest at any time without penalty.

 The
GS Capital Note (and the principal amount and any accrued and unpaid interest) is convertible into shares of the Company Common Stock
at GS Capital's election at any time following the time that the SEC qualifies the Company's offering statement related to
the Company's planned offering of Company Common Stock pursuant to Regulation A under the Securities Act. At such time, the GS
Capital Note (and the principal amount and any accrued and unpaid interest) will be convertible at a conversion price equal to 70% of
the initial offering price of the Company Common Stock in the Regulation A Offering, subject to a customary beneficial ownership limitation
of 9.99%, which may be waived by GS Capital on 61 days' notice to the Company. The conversion price is subject to customary adjustments
for any stock splits, etc. which occur following the determination of the conversion price.

 The
$50,000 original issue discounts, the fair value of 45,000 shares issued, and the beneficial conversion features were recorded as debt
discounts and amortized over the term of the note. Therefore, the total debt discount at the inception date of this convertible promissory
note was recorded at $550,000.

 On
November 26, 2021, the Company entered into an Amendment and Restructuring Agreement (the "Restructuring Agreement") with
GS Capital Partners, LLC to extend the maturity to October 1, 2022.

 The
balance of the GS Capital Note #4 as of December 31, 2023 and 2022 was $550,000 and $550,000, respectively. The
Company is currently in default of the GS Capital #4 Note.

Promissory Note – GS Capital Partners #5

 On
April 29, 2021, the Company entered into a securities purchase agreement (the "Securities Purchase Agreement") with GS Capital,
pursuant to which, on same date, the Company issued a convertible promissory note to GS Capital in the aggregate principal amount of
$550,000 for a purchase price of $500,000, reflecting a $50,000 original issue discount (the "GS Capital Note #5") and, in
connection therewith, sold to GS Capital 125,000 shares of the Company's common stock, par value $0.001 per share (the "Company
Common Stock") at a purchase price of $125, representing a per share price of $0.001 per share. In addition, at the closing of
this sale, the Company reimbursed GS Capital the sum of $5,000 for GS Capital's costs in completing the transaction, which amount
GS Capital withheld from the total purchase price paid to the Company.

 The
April 2021 GS Capital Note #5 has a maturity date of April 29, 2022, and bears interest at 10% per year. No payments of the principal
amount or interest are due prior to the maturity date other than as specifically set forth in the GS Capital Note #5, and the Company
may prepay all or any portion of the principal amount and any accrued and unpaid interest at any time without penalty.

 The
GS Capital Note #5 (and the principal amount and any accrued and unpaid interest) is convertible into shares of the Company's common
stock, par value $0.001 per share (the "Company Common Stock") at GS Capital's election at any time following the time
that the SEC qualifies the Company's offering statement related to the Company's planned offering of Company Common Stock
pursuant to Regulation A under the Securities Act. At such time, the GS Capital Note #5 (and the principal amount and any accrued and
unpaid interest) will be convertible at a conversion price equal to 70% of the initial offering price of the Company Common Stock in
the Regulation A Offering, subject to a customary beneficial ownership limitation of 9.99%, which may be waived by GS Capital on 61 days'
notice to the Company. The conversion price is subject to customary adjustments for any stock splits, etc. which occur following the

 The
$50,000 original issue discounts, the fair value of 125,000 shares issued, and the beneficial conversion features were recorded as debt
discounts and amortized over the term of the note. Therefore, the total debt discount at the inception date of this convertible promissory
note was recorded at $550,000.

 On
November 26, 2021, the Company entered into an Amendment and Restructuring Agreement (the "Restructuring Agreement") with
GS Capital Partners, LLC to extend the maturity to October 29, 2022.

 The
balance of the GS Capital Note #5 as of December 31, 2023 and 2022 was $550,000 and $550,000, respectively.

Promissory Note – GS Capital Partners #6

 On
June 3, 2021, the Company entered into a securities purchase agreement (the "Securities Purchase Agreement") with GS Capital,
pursuant to which, on same date, the Company issued a convertible promissory note to GS Capital in the aggregate principal amount of
$550,000 for a purchase price of $500,000, reflecting a $50,000 original issue discount (the "GS Capital Note #6") and, in
connection therewith, sold to GS Capital 85,000 shares of the Company's common stock, par value $0.001 per share (the "Company
Common Stock") at a purchase price of $85, representing a per share price of $0.001 per share. In addition, at the closing of this
sale, the Company reimbursed GS Capital the sum of $5,000 for GS Capital's costs in completing the transaction, which amount GS
Capital withheld from the total purchase price paid to the Company.

 The
GS Capital Note #6 has a maturity date of June 3, 2022, and bears interest at 10% per year. No payments of the principal amount or interest
are due prior to the maturity date other than as specifically set forth in the GS Capital Note #6, and the Company may prepay all or
any portion of the principal amount and any accrued and unpaid interest at any time without penalty.

 The
GS Capital Note #6 (and the principal amount and any accrued and unpaid interest) is convertible into shares of the Company's common
stock, par value $0.001 per share (the "Company Common Stock") at GS Capital's election at any time following the time
that the SEC qualifies the Company's offering statement related to the Company's planned offering of Company Common Stock
pursuant to Regulation A under the Securities Act. At such time, the GS Capital Note #6 (and the principal amount and any accrued and
unpaid interest) will be convertible at a conversion price equal to 70% of the initial offering price of the Company Common Stock in
the Regulation A Offering, subject to a customary beneficial ownership limitation of 9.99%, which may be waived by GS Capital on 61 days'
notice to the Company. The conversion price is subject to customary adjustments for any stock splits, etc. which occur following the

 The
$50,000 original issue discounts, the fair value of 85,000 shares issued, and the beneficial conversion features were recorded as debt
discounts and amortized over the term of the note. Therefore, the total debt discount at the inception date of this convertible promissory
note were recorded at $550,000.

 On
November 26, 2021, the Company entered into an Amendment and Restructuring Agreement (the "Restructuring Agreement") with
GS Capital Partners, LLC to extend the maturity to December 3, 2022.

 The
balance of the GS Capital Note #6 as of December 31, 2023 and 2022 was $550,000 and $550,000, respectively. The
Company is currently in default of the GS Capital #6 Note.

Promissory Note – Eagle Equities LLC

 On
April 13, 2021, the Company entered into a securities purchase agreement (the "Eagle SPA") with Eagle Equities LLC ("Eagle
Equities"), pursuant to which, on same date, the Company issued a convertible promissory note to Eagle Equities in the aggregate
principal amount of $1,100,000 for a purchase price of $1,000,000, reflecting a $100,000 original issue discount (the "Eagle Equities
Note"), and, in connection therewith, sold to Eagle Equities 165,000 shares of Company's common stock, par value of $0.001
per share (the "Company Common Stock") at a purchase price of $165.00, representing a per share price of $0.001 per share.
In addition, at the closing of this sale, the Company reimbursed Eagle Equities the sum of $10,000 for Eagle Equities' costs in
completing the transaction, which amount Eagle Equities withheld from the total purchase price paid to the Company.

 The
Eagle Equities Note has a maturity date of April 13, 2022 and bears interest at 10% per year. No payments of the principal amount or
interest are due prior to the maturity date other than upon the circumstances set forth in the Eagle Equities Note – specifically,
if (i) the SEC qualifies the Company's offering statement related to the Company's planned offering of Company Common Stock
pursuant to Regulation A under the Securities Act; and (ii) the Company receives $3,500,000 in net proceeds from such Regulation A Offering,
then Company must repay the principal amount and any accrued and unpaid interest on the Eagle Equities Note within three (3) business
days from the date of such occurrence. The Company may prepay all or any portion of the principal amount and any accrued and unpaid interest
at any time without penalty.

 The
Eagle Equities Note (and the principal amount and any accrued and unpaid interest) is convertible into shares of the Company Common Stock
at Eagle Equities' election at any time following the time that the SEC qualifies the Company's offering statement related
to the Company's planned offering of Company Common Stock pursuant to Regulation A under the Securities Act. At such time, the
Eagle Equities Note (and the principal amount and any accrued and unpaid interest) will be convertible in restricted shares of Company
Common Stock at a conversion price equal to 70% of the initial offering price of the Company Common Stock in the Regulation A Offering,
subject to a customary beneficial ownership limitation of 9.99%, which may be waived by Eagle Equities on 61 days' notice to the
Company. The conversion price is subject to customary adjustments for any stock splits, etc. which occur following the determination
of the conversion price. Alternatively, if the SEC has not qualified the Company's offering statement related to the Company's
planned offering of Company Common Stock pursuant to Regulation A under the Securities Act by October 10, 2021, and Eagle Equities Note
has not yet been fully repaid, then Eagle Equities will have the right to convert the Eagle Equities Note (and the principal amount and
any accrued and unpaid interest) into restricted shares of Company Common Stock at a conversion price of $6.50 per share (subject to
customary adjustments for any stock splits, etc., which occur following April 13, 2021).

 The
$100,000 original issue discounts, the fair value of 165,000 shares issued, and the beneficial conversion features were recorded as debt
discounts and amortized over the term of the note. Therefore, the total debt discount at the inception date of this convertible promissory
note were recorded at $1,100,000.

 The
balance of the Eagle Equities Note as of December 31, 2023 and 2022, was $1,100,000 and $1,100,000, respectively. The
Company is currently in default of the Eagle Equities Note.

Promissory Note – Chris Etherington

 On
August 27, 2021, the Company entered into a note purchase agreement (the "Chris Etherington Note Purchase Agreement") with
Chris Etherington, with an effective date of August 26, 2021, pursuant to which, on same date, the Company issued a convertible promissory
note to Mr. Etherington in the aggregate principal amount of $165,000 for a purchase price of $150,000, reflecting a $15,000 original
issue discount (the "Chris Etherington Note") and, in connection therewith, issued to Mr. Etherington a Warrant to purchase
37,500 shares of the Company's common stock, par value $0.001 per share (the "Company Common Stock") at an exercise
price of $2.00 per share, subject to adjustment (the "Chris Etherington Warrant"). In addition, in connection with the Chris
Etherington Note Purchase Agreement, the Company entered into a Security Agreement on same date with Mr. Etherington, pursuant to which
the Company's obligations under the Chris Etherington Note were secured by a first priority lien and security interest on all of
the assets of the Company (the "Chris Etherington Security Agreement"). While each of the Chris Etherington Warrant, Security
Agreement, Note, and Note Purchase Agreement have an effective date and/or effective issue date of August 26, 2021, each was entered
into and/or issued on August 27, 2021.

 The
Chris Etherington Note has a maturity date of August 26, 2022, and bears interest at 10% per year. No payments of the principal amount
or interest are due prior to the maturity date other than as specifically set forth in the Chris Etherington Note, and the Company may
prepay all or any portion of the principal amount and any accrued and unpaid interest at any time without penalty.

 The
Chris Etherington Note (and the principal amount and any accrued and unpaid interest) is convertible into shares of Company Common Stock
at any time following August 26, 2021, until the note is repaid. The conversion price per share of Common Stock shall initially mean
the lesser of (i) $1.00 or (ii) 75% of the lowest daily volume weighted average price of the Common Stock during the 20 Trading Days
(as defined in the Chris Etherington Note) immediately preceding the date of the respective conversion. The conversion price is subject
to customary adjustments for any stock splits, etc. which occur following the determination of the conversion price.

 The
Chris Etherington Note contains customary events of default, including, but not limited to:

 if
 the Company fails to pay the then-outstanding principal amount and accrued interest on the Chris Etherington Note on any date any
 such amounts become due and payable, and any such failure is not cured within three business days of written notice thereof by Mr.
 Etherington: or

 the
 Company fails to remain compliant with the Depository Trust Company ("DTC"), thus incurring a "chilled" status
 with DTC; or

 any
 trading suspension is imposed by the SEC under Section 12(j) or Section 12(k) of the Exchange Act; or

 the
 occurrence of any delisting of the Company Common Stock from any securities exchange on which the Company Common Stock is listed
 or suspension of trading of the Company Common Stock on the OTC Markets.

 If
an event of default has occurred and is continuing, Mr. Etherington may declare all or any portion of the then-outstanding principal
amount of the Chris Etherington Note, together with all accrued and unpaid interest thereon, due and payable, and the Chris Etherington
Note shall thereupon become immediately due and payable in cash and Mr. Etherington will also have the right to pursue any other remedies
that Mr. Etherington may have under applicable law. In the event that any amount due under the Chris Etherington Note is not paid as
and when due, such amounts shall accrue interest at the rate of 18% per year, simple interest, non-compounding, until paid.

 The
$15,000 original issue discounts, the fair value of 37,500 warrants issued, and the conversion features were recorded as debt discounts
and amortized over the term of the note. Therefore, the total debt discount at the inception date of this convertible promissory note
was recorded at $165,000. For the excess amount of derivative liability, the Company recorded accretion expense of $160,538 at the inception
date of this note.

 The
balance of the Chris Etherington Note as of December 31, 2023 and 2022 was $165,000 and $165,000, respectively. The
Company is currently in default of the Chris Etherington Note.

Promissory Note – Rui Wu

 On
August 27, 2021, the Company entered into a note purchase agreement (the "Rui Wu Note Purchase Agreement") with Rui Wu, an
individual ("Rui Wu"), with an effective date of August 26, 2021, pursuant to which, on same date, the Company issued a convertible
promissory note to Rui Wu in the aggregate principal amount of $550,000 for a purchase price of $500,000, reflecting a $50,000 original
issue discount (the "Rui Wu Note") and, in connection therewith, issued to Rui Wu a Warrant to purchase 125,000 shares of
the Company's common stock, par value $0.001 per share (the "Company Common Stock") at an exercise price of $2.00 per
share, subject to adjustment (the "Rui Wu Warrant"). In addition, in connection with the Rui Wu Note Purchase Agreement,
the Company entered into a Security Agreement on same date with Rui Wu, pursuant to which the Company's obligations under the Rui
Wu Note were secured by a first priority lien and security interest on all of the assets of the Company (the "Rui Wu Security Agreement").
While each of the Rui Wu Warrant, Security Agreement, Note, and Note Purchase Agreement have an effective date and/or effective issue
date of August 26, 2021, each was entered into and/or issued on August 27, 2021.

 The
Rui Wu Note has a maturity date of August 26, 2022, and bears interest at 10% per year. No payments of the principal amount or interest
are due prior to the maturity date other than as specifically set forth in the Rui Wu Note, and the Company may prepay all or any portion
of the principal amount and any accrued and unpaid interest at any time without penalty.

 The
Rui Wu Note (and the principal amount and any accrued and unpaid interest) is convertible into shares of Company Common Stock at any
time following August 26, 2021, until the note is repaid. The conversion price per share of Common Stock shall initially mean the lesser
of (i) $1.00 or (ii) 75% of the lowest daily volume weighted average price of the Common Stock during the 20 Trading Days (as defined
in the Rui Wu Note) immediately preceding the date of the respective conversion. The conversion price is subject to customary adjustments
for any stock splits, etc. which occur following the determination of the conversion price.

 The
Rui Wu Note contains customary events of default, including, but not limited to:

 if
 the Company fails to pay the then-outstanding principal amount and accrued interest on the Rui Wu Note on any date any such amounts
 become due and payable, and any such failure is not cured within three business days of written notice thereof by Rui Wu: or

 the
 Company fails to remain compliant with the Depository Trust Company ("DTC"), thus incurring a "chilled" status
 with DTC; or

 any
 trading suspension is imposed by the SEC under Section 12(j) or Section 12(k) of the Securities Exchange Act of 1934, as amended
 (the "Exchange Act"); or

 the
 occurrence of any delisting of the Company Common Stock from any securities exchange on which the Company Common Stock is listed
 or suspension of trading of the Company Common Stock on the OTC Markets.

 If
an event of default has occurred and is continuing, Rui Wu may declare all or any portion of the then-outstanding principal amount of
the Rui Wu Note, together with all accrued and unpaid interest thereon, due and payable, and the Rui Wu Note shall thereupon become immediately
due and payable in cash and Rui Wu will also have the right to pursue any other remedies that Rui Wu may have under applicable law. In
the event that any amount due under the Rui Wu Note is not paid as and when due, such amounts shall accrue interest at the rate of 18%
per year, simple interest, non-compounding, until paid.

 The
$50,000 original issue discounts, the fair value of 125,000 warrants issued, and the conversion features were recorded as debt discounts
and amortized over the term of the note. Therefore, the total debt discount at the inception date of this convertible promissory note
was recorded at $550,000. For the excess amount of derivative liability, the Company recorded accretion expense of $514,850 at the inception
date of this note.

 The
balance of the Riu Wu Note as of December 31, 2023 and 2022 was $550,000 and $550,000, respectively. The Company is currently in default
of the Rui Wu Note.

Note – Fast Capital, LLC

 On
January 13, 2022, the Company entered into a Securities Purchase Agreement, (the "SPA") dated as of January 10, 2022, by
and between the Company and Fast Capital, LLC (the "Buyer"). Pursuant to the terms of the SPA, the Company agreed to issue
and sell, and the Buyer agreed to purchase (the "Purchase"), a 10% convertible note in the aggregate principal amount of
$120,000 (the "Note"). The Note has an original issue discount of $10,000, resulting in gross proceeds to the Company of
$110,000.

 The
Note bears interest at a rate of 10% per annum and reached maturity on January 10, 2023. The Note may be prepaid or assigned with the
following penalties/premiums:

 Prepay
 Date

 Prepay
 Amount

 On
 or before 30 days

 115%

 – 60 days

 120%

 – 90 days

 125%

 – 120 days

 130%

 – 150 days

 135%

 – 180 days

 140%

 The
Note may not be prepaid after the 180 th day.

 The
Buyer has the right from time to time, and at any time after 180 days to convert all or any part of the outstanding and unpaid principal
amount of the Note into common stock, subject to a 4.99% equity blocker.

 The
conversion price of the Note equals 70% of the lowest trading price of the Company's common stock for the 20 prior trading days,
including the day upon which a notice of conversion is delivered.

 The
balance of the Fast Capital note as of December 31, 2023 and 2022 was $120,000 and $120,000 respectively. The
Company is currently in default of the Fast Capital Note.

Promissory Note – ONE44 Capital LLC

 On
February 16, 2022, the Company entered into a Securities Purchase Agreement, (the "ONE44 Capital purchase agreement") dated
February 15, 2022, by and between the Company and ONE44 Capital LLC. Pursuant to the terms of the SPA, the Company agreed to issue and
sell, and the Buyer agreed to purchase, a convertible note in the aggregate principal amount of $175,500 (the "ONE44 Capital Note").
The ONE44 Capital Note has an original issue discount of $17,500, resulting in gross proceeds to the Company of $158,000.

 The
ONE44 Capital Note bears interest at a rate of 4% per annum and matures on February 16, 2023. Any amount of principal or interest on
the Note which is not paid when due will bear interest at a rate of 24% per annum. The Note may not be prepaid in whole or in part except
as provided in the Note by way of conversion at the option of the Buyer.

 The
Buyer has the right from time to time, and at any time during the period beginning on the date that is 180 days following February 16,
2022 and ending on the later of (i) February 16, 2023, and (ii) the date of payment of the Default Amount (as defined in the Note), to
convert all or any part of the outstanding and unpaid principal amount of the Note into common stock, subject to a 4.99% equity blocker.

 The
conversion price of the ONE44 Capital Note equals the lesser of the Variable Conversion Price (as hereinafter defined) and $1.00. The
"Variable Conversion Price" means 65% multiplied by the lowest VWAP (as defined in the Note) for the Company's common
stock during the 3 trading date period ending on the latest complete trading day prior to the conversion date.

 Since
the conversion price is based on 65% of the VWAP during the 3-trading day period immediately prior to the option conversion date, the
Company has determined that the conversion feature is considered a derivative liability for the Company, which is detailed in Note 10.

 The
$17,500 original issue discounts, the $8,000 reimbursement and the conversion features were recorded as debt discounts and amortized
over the term of the note. Therefore, the total debt discount at the inception date of this convertible promissory note were recorded
at $148,306.

 ONE44
Capital LLC converted $45,000 principal to common shares in the quarter ended March 31, 2023.

 On
March 7, 2023, the Company entered into a Debt Repayment and Release Agreement by and between the Company and ONE44 Capital LLC. Pursuant
to the terms of the Agreement, the Company agreed to pay to ONE44 $88,738 as full and complete payment of certain debt owed by the Company
to ONE44 pursuant to a 4% convertible redeemable note due February 16, 2023, dated February 16, 2022 (the "Note"), in the
principal sum of $90,000, plus accrued interest. On March 7, 2023, pursuant to the terms of the Agreement, the Company paid ONE44 $88,738,
the debt was settled, and the ONE44 Capital Note was terminated.

 The
balance of the ONE44 Capital note as of December 31, 2023 and 2022 was $0 and $135,000 respectively.

Promissory Note – ONE44 Capital LLC #2

 On
May 20, 2022, the Company entered into a Securities Purchase Agreement, (the "ONE44 Capital purchase agreement #2") by and
between the Company and ONE44 Capital LLC. Pursuant to the terms of the SPA, the Company agreed to issue and sell, and the Buyer agreed
to purchase, a convertible note in the aggregate principal amount of $115,000 (the "ONE44 Capital Note"). The ONE44 Capital
Note has an original issue discount of $10,000 and reimbursement of $5,000, resulting in gross proceeds to the Company of $100,000.

 The
ONE44 Capital Note bears interest at a rate of 4% per annum and matures on May 20, 2023. Any amount of principal or interest on the Note
which is not paid when due will bear interest at a rate of 24% per annum. The Note may not be prepaid in whole or in part except as provided
in the Note by way of conversion at the option of the Buyer.

 ONE44
is entitled, at its option, at any time after the sixth monthly anniversary of cash payment, to convert all or any amount then outstanding
under the May 2022 ONE44 Note into shares of common stock at a price per share equal to 55% of the lowest daily trading VWAP of the Company's
common stock for the 20 prior trading days, subject to a 4.99% equity blocker and subject to the terms of the May 2022 ONE44 Note.

 Since
the conversion price is based on 55% of the lowest daily trading VWAP of the Company's common stock for the 20 prior trading days,
the Company has determined that the conversion feature is considered a derivative liability for the Company, which is detailed in Note
10.

 The
$10,000 original issue discounts, the $5,000 reimbursement and the conversion features were recorded as debt discounts and amortized
over the term of the note. Therefore, the total debt discount at the inception date of this convertible promissory note were recorded
at $95,000.

 ONE44
Capital LLC converted $20,000 principal to common shares in the quarter ended March 31, 2023 and converted $20,000 principal and $770
interest to common shares in the quarter ended June 30, 2023.

 On
May 10, 2023, the Company entered into debt repayment and release agreement with ONE44 Capital LLC. Pursuant to the terms of the Agreement,
the Company agreed to pay to ONE44 $77,893 as full and complete payment of certain debt owed by the Company to ONE44 pursuant to a 4%
convertible redeemable note due May 20, 2023 (the "Note"), in principal sum of $75,000, plus accrued interest. On May 11,
2023, pursuant to the terms of the Agreement, the Company paid ONE44 $77,893, the debt was settled, and the ONE44 Capital Note was terminated.

 The
balance of the ONE44 Capital note as of December 31, 2023 and 2022 was $0 and $115,000, respectively.

Promissory Note – 1800 Diagonal Lending LLC

 On
June 23, 2022, the Company entered into a Securities Purchase Agreement, (the "Sixth Street #4 purchase agreement"), by and
between the Company and Diagonal Lending LLC. Pursuant to the terms of the SPA, the Company agreed to issue and sell, and the Buyer agreed
to purchase, a convertible note in the aggregate principal amount of $86,625 (the "Diagonal Note"). The Diagonal Note has
an original issue discount of $7,875, $3,000.00 paid to legal counsel for the Company, and $750.00 which amount was retained by the Investor
as a due diligence fee resulting in gross proceeds to the Company of $75,000.

 The
Note has a maturity date of June 23, 2023 and bears interest at 10% per annum. No payments of the principal amount or interest are due
prior to the maturity date, other than as specifically set forth in the Note. The Company may not prepay the Note prior to the maturity
date, other than by way of a conversion initiated by Investor.

 The
Note provides Investor with conversion rights to convert all or any part of the outstanding and unpaid principal amount of the Note at
any time, from time to time, and at any time during the period beginning on the date which is one hundred eighty (180) days following
the date of the Note and ending on the later of: (i) the Maturity Date; and (ii) the date of payment of the Default Amount (as defined
in the Note). Notwithstanding the foregoing, the Investor shall not be entitled to a conversion under the Note upon which the sum of
(1) the number of shares of common stock, $0.000001 par value per share ("Common Stock") beneficially owned by the Investor
and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted
portion of the Note or the unexercised or unconverted portion of any other security of the Company subject to a similar limitation on
conversion or exercise) and (2) the number of shares of Common Stock issuable upon the conversion would result in beneficial ownership
by the Investor and its affiliates of more than 4.99% of the outstanding shares of Common Stock.

 The
conversion price is equal to the lesser of the variable conversion price and fixed conversion price which is $1.00. The variable conversion
price is defined in the Note as 75% multiplied by the lowest VWAP for shares of Common Stock during the 20 trading days immediately preceding
the Conversion Date.

 Since
the conversion price is based on the lesser of (i) $1.00 or (ii) 75% of the VWAP during the 20-trading day period immediately prior to
the option conversion date, the Company has determined that the conversion feature is considered a derivative liability for the Company,
which is detailed in Note 10.

 The
$11,625 original issue discounts and the conversion features were recorded as debt discounts and amortized over the term of the note.
Therefore, the total debt discount at the inception date of this convertible promissory note were recorded at $86,625.

 Three
conversions occurred during the period ending March 31, 2023, resulting in a principal reduction of $46,500 and remaining balance was
settled on February 17, 2023 as disclosed below.

 On
February 17, 2023, the Company entered into a Settlement and Release Agreement by and between the Company and 1800 Diagonal Lending LLC.
Pursuant to the terms of the Agreement, in full and final settlement of the Diagonal lending LLC notes, the Company agreed to (i) pay
to the Lender $105,000; and (ii) issue to the Lender shares of the Company's common stock with respect to the Lender's notice
of conversion dated February 16, 2023 relating to a partial conversion of Note #1 (with a then-current balance of $45,479).

 As
a result, as of February 17, 2023, pursuant to the terms of the Agreement, the Debt was settled and all the 1800 Diagonal Lending LLC
notes were terminated.

 The
balance of the Diagonal note as of December 31, 2023 and 2022 was $0 and $86,625, respectively.

Promissory Note – Diagonal Lending LLC

 On
July 8, 2022, the Company entered into a Securities Purchase Agreement, (the "1800 Diagonal Lending LLC purchase agreement"),
by and between the Company and Diagonal Lending LLC. Pursuant to the terms of the SPA, the Company agreed to issue and sell, and the
Buyer agreed to purchase, a convertible note in the aggregate principal amount of $61,812 (the "Diagonal Note"). The Diagonal
Note has an original issue discount of $5,375 and $3,750 paid to legal counsel for the Company, resulting in gross proceeds to the Company
of $52,688.

 The
Note has a maturity date of July 8, 2023 and bears interest at 10% per annum. No payments of the principal amount or interest are due
prior to the maturity date, other than as specifically set forth in the Note. The Company may not prepay the Note prior to the maturity
date, other than by way of a conversion initiated by Investor.

 The
Note provides Investor with conversion rights to convert all or any part of the outstanding and unpaid principal amount of the Note at
any time, from time to time, and at any time during the period beginning on the date which is one hundred eighty (180) days following
the date of the Note and ending on the later of: (i) the Maturity Date; and (ii) the date of payment of the Default Amount (as defined
in the Note). Notwithstanding the foregoing, the Investor shall not be entitled to a conversion under the Note upon which the sum of
(1) the number of shares of common stock, $0.000001 par value per share ("Common Stock") beneficially owned by the Investor
and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted
portion of the Note or the unexercised or unconverted portion of any other security of the Company subject to a similar limitation on
conversion or exercise) and (2) the number of shares of Common Stock issuable upon the conversion would result in beneficial ownership
by the Investor and its affiliates of more than 4.99% of the outstanding shares of Common Stock.

 The
conversion price is equal to the lesser of the variable conversion price and fixed conversion price which is $1.00. The variable conversion
price is defined in the Note as 75% multiplied by the lowest VWAP for shares of Common Stock during the 20 trading days immediately preceding
the Conversion Date.

 Since
the conversion price is based on the lesser of (i) $1.00 or (ii) 75% of the VWAP during the 20-trading day period immediately prior to
the option conversion date, the Company has determined that the conversion feature is considered a derivative liability for the Company,
which is detailed in Note 10.

 The
$5,375 original issue discounts and the conversion features were recorded as debt discounts and amortized over the term of the note.
Therefore, the total debt discount at the inception date of this convertible promissory note were recorded at $61,812.

 On
February 17, 2023, the Company entered into a Settlement and Release Agreement by and between the Company and 1800 Diagonal Lending LLC.
Pursuant to the terms of the Agreement, in full and final settlement of the Diagonal lending LLC notes, the Company agreed to (i) pay
to the Lender $105,000; and (ii) issue to the Lender shares of the Company's common stock with respect to the Lender's notice
of conversion dated February 16, 2023 relating to a partial conversion of Note #1 (with a then-current balance of $45,479).

 As
a result, as of February 17, 2023, pursuant to the terms of the Agreement, the Debt was settled and all the 1800 Diagonal Lending LLC
notes were terminated.

 The
balance of the Diagonal note as of December 31, 2023 and 2022, was $0 and $61,813, respectively.

 Alden
Reiman Agreement

 On
July 31, 2022, the Company entered into a joint venture deal memo with Alden Henri Reiman ("Mr. Reiman") for the purpose
of [ ] pursuant to which the parties agreed to the creation of a Nevada limited liability company, The Reiman Agency LLC (the "Agency"),
of which the Company owns 51% of the membership units, and Mr. Reiman owns 49% of the membership units. The Company consolidated this
joint venture since it owned 51% and has control in this entity.

 On
 December 14, 2023, the Board of Directors sent notice to Alden Henri Reiman ("Mr. Reiman")
and the Agency, that effective December 1, 2023, that the Company had terminated both Mr. Reiman's employment as President of the
Agency and terminated its joint venture relationship with the Agency, a majority owned subsidiary of the Company.

 As
of December 1, 2023, the Company has terminated Mr. Reiman's employment agreement. The non-controlling interest for the years ended
December 31, 2023 and 2022, was $(70,275) and $385,166, respectively.

 As
of December 31, 2023, the Company has moved away from brand deals and considered the controlling interest as discontinued operations
on the balance sheets and statement of operations until all outstanding brand deals are completed.

 Call
Agreements

 On
March 12, 2021, Harris Tulchin, a Director of the Company, entered into separate "Call Agreements" with each of Amir Ben-Yohanan,
a Director and the Chief Executive Officer of the Company, and Christian Young, a former Director and the former President and Secretary
of the Company. The call agreements allowed Harris Tulchin to acquire certain shares from Amir Ben-Yohanan and Christian Young at any
time before November 13, 2025.

 Employment
Agreements

Tulchin Employment Agreement

 On
April 9, 2021, the Company entered into employment agreement with Harris Tulchin. Pursuant to this employment agreement, Mr. Tulchin
agreed to serve as Chief Operating Officer of the Company, reporting to the Chief Executive Officer of the Company (or other person determined
by the Chief Executive Officer or the Company's Board of Directors (the "Board")). As compensation for Mr. Tulchin's
services, the Company agreed to pay Mr. Tulchin an annual base salary of $380,000 (the "Base Salary") comprised of two parts
a "Cash Portion", and an "Optional Portion". The Cash Portion is a monthly cash payment of $15,000 – or
$180,000 on an annual basis. The remaining $200,000 per year – the Optional Portion – is payable as follows:

 If
 the Company's Board determines that the Company has sufficient cash on hand to pay all or a portion of the Optional Portion
 in cash, such amount shall be paid in cash.

 If
 the Board determines that the Company does not have sufficient cash on hand to pay all of the Optional Portion in cash, then the
 portion of the Optional Portion which the Board determines that the Company has sufficient cash on hand to pay in cash will be paid
 in cash, and the remainder (the "Deferred Portion") will either be paid at a later date, when the Board determines that
 the Company has sufficient cash on hand to enable the Company to pay the Deferred Portion; or will not be paid in cash – and
 instead, the Company will issue shares of Company Common Stock equal to (A) the Deferred Portion, divided by (B) the VWAP (as defined
 in the employment agreement) as of the date of issuance of such shares of Company Common Stock.

 In
addition, pursuant to the employment agreement, Mr. Tulchin is entitled to be paid discretionary annual bonuses as determined by the
Board (currently intended to be a maximum of $250,000 per year), and is also entitled to receive fringe benefits, such as, but not limited
to, reimbursement for reimbursement for all reasonable and necessary out-of-pocket business, entertainment and travel, vacation days,
and certain insurances.

 The
initial term of the employment agreement was for one year from the effective date of the agreement (i.e. April 9, 2022), and was terminated
upon expiration, April 9, 2022.

 Amir
Ben-Yohanan Employment Agreement

 On
April 1, 2022, Clubhouse Media Group, Inc. (the "Company") entered into an employment agreement with Amir Ben-Yohanan, the
Company's Chief Executive Officer, effective April 11, 2022. The terms of the employment agreement are substantially similar to
the terms of Mr. Ben-Yohanan's prior employment agreement with the Company. Accordingly, pursuant to the terms of the employment
agreement, Mr. Ben-Yohanan will continue to serve as Chief Executive Officer of the Company, reporting to the Board of Directors (the
"Board"). As compensation for Mr. Ben-Yohanan's services, the Company agreed to pay Mr. Mr. Ben-Yohanan an annual base
salary of $400,000 (the "Base Salary") comprised of two parts a "Cash Portion", and an "Optional Portion".
The Cash Portion is a monthly cash payment of $15,000. The remaining $220,000 per year – the Optional Portion – is payable
as follows:

 (i)

 If
 the Company's Board determines that the Company has sufficient cash on hand to pay all or a portion of the Optional Portion
 in cash, such amount shall be paid in cash.

 (ii)

 If
 the Board determines that the Company does not have sufficient cash on hand to pay all of the Optional Portion in cash, then the
 portion of the Optional Portion which the Board determines that the Company has sufficient cash on hand to pay in cash will be paid
 in cash, and the remainder (the "Deferred Portion") will either:

 a.

 be
 paid at a later date, when the Board determines that the Company has sufficient cash on hand to enable the Company to pay the Deferred
 Portion; or

 b.

 will
 not be paid in cash – and instead, the Company will issue shares of Company Common Stock equal to (A) the Deferred Portion,
 divided by (B) the VWAP (as defined in the employment agreement) as of the date of issuance of such shares of Company Common Stock.

 In
addition, pursuant to the employment agreement, Mr. Ben-Yohanan is entitled to be paid discretionary annual bonuses as determined by
the Board, and is also entitled to receive fringe benefits, such as, but not limited to, reimbursement for reimbursement for all reasonable
and necessary out-of-pocket business, entertainment and travel, vacation days, and certain insurances.

 The
initial term of the employment agreement is one year from April 11, 2022, unless earlier terminated. Thereafter, the term is automatically
extended on an annual basis for terms of one year each, unless either the Company or Mr. Ben-Yohanan provides notice to the other party
of their desire to not so renew the term of the agreement (as applicable) at least 30 days prior to the expiration of the then-current
term.

 Mr.
Ben-Yohanan's employment with the Company shall be "at will," meaning that either Mr. Ben-Yohanan or the Company may
terminate Mr. Ben-Yohanan's employment at any time and for any reason, subject to certain terms and conditions.

 The
Company may terminate the employment agreement at any time, with or without "cause", as defined in the employment agreement
and Mr. Ben-Yohanan may terminate the employment agreement at any time, with or without "good reason", as defined in the
employment agreement. If the Company terminates the employment agreement for cause or Mr. Ben-Yohanan terminates the employment agreement
without good reason, Mr. Ben-Yohanan will be entitled to be paid any unpaid salary owed or accrued, including the issuance of any shares
of Company Common Stock owed or accrued (as compensation) as of the termination date. In the event that there was any Deferred Portion
which had been agreed to be paid in cash, such Deferred Portion instead will be paid in shares of Company Common Stock as though such
amount had been agreed to be paid via the issuance of shares of Company Common Stock. Mr. Ben-Yohanan will also be entitled to payment
for any unreimbursed expenses as of the termination date. However, any unvested portion of any equity granted to Mr. Ben-Yohanan will
be immediately forfeited as of the termination date.

 If
the Company terminates the employment agreement without cause or Mr. Ben-Yohanan terminates the employment agreement with good reason,
Mr. Ben-Yohanan will be entitled to receive the same compensation (unpaid accrued salary and unreimbursed expenses), and, in addition,
will be entitled to receive, in one lump sum, the remainder of Mr. Ben-Yohanan's annual salary that has not yet been paid as of
the date of the termination – either in cash, or in shares of Company common stock. Further, any equity grant already made to Mr.
Ben-Yohanan shall, to the extent not already vested, be deemed automatically vested.

 Advisory
Board

 On
April 2, 2021, the Company established an advisory board ("Advisory Board") to provide guidance and advice to the directors
and officers of the Company regarding technical and business matters. The advisory board has no voting powers. The Advisory Board currently
consists of three members: Amir Ben-Yohanan, Harris Tulchin and Massimiliano Musina.

 Employees

 We
currently have 3 full time employees, including Amir Ben-Yohanan, our Chief Executive Officer, Scott Hoey, our Chief Financial Officer,
and Harris Tulchin, our Chief Business Affairs Officer and Chief Legal Officer. We also contract with a number of consultants that assist
in various aspects of our operations.

 We
believe that a diverse workforce is important to our success. As we grow our business, we will focus on the hiring, retention and advancement
of women and underrepresented populations, and to cultivate an inclusive and diverse corporate culture. The Company has hired a Human
Resources consultant to evaluate and implement our ongoing human capital needs. We will continue to evaluate our use of human capital
measures or objectives in managing our business such as the factors we employ or seek to employ in the development, attraction and retention
of personnel and maintenance of diversity in our workforce.

 In
the future, we also intend to provide our employees and their families with access to a variety of innovative, flexible and convenient
health and wellness programs, including benefits that provide protection and security so they can have peace of mind concerning events
that may require time away from work or that impact their financial well-being; that support their physical and mental health by providing
tools and resources to help them improve or maintain their health status and encourage engagement in healthy behaviors; and that offer
choice where possible so they can customize their benefits to meet their needs and the needs of their families.

 We
also expect to provide robust compensation and benefits programs to help meet the needs of our employees.

 ITEM
1A. RISK FACTORS

 Below
is a summary of material risks, uncertainties and other factors that could have a material effect on the Company and its operations:

 We
 have a history of operating losses, our management has concluded that factors raise substantial doubt about our ability to continue
 as a going concern, and our auditors have included explanatory paragraphs relating to our ability to continue as a going concern
 in their audit reports for the fiscal years ended December 31, 2023 and 2022.

 We
 are a holding company and our principal asset is our 100% equity interest in WOHG, through which we own 100% of each of WOHG's
 limited liability company operating subsidiaries, and accordingly we are dependent upon distributions from such operating subsidiaries
 to pay taxes and other expenses.

 WOHG
 is an early-stage company with a limited operating history. Such limited operating history of WOHG may not provide an adequate basis
 to judge our future prospects and results of operations.

 Since
 inception of WOHG, WOHG has experienced losses, and we may have to further reduce our costs by curtailing future operations to continue
 as a business.

 There
 are no assurances we will realize the anticipated benefits from the acquisition of WOHG.

 We
 may be adversely affected by political tensions between the United States and China.

 We
 may fail to successfully execute our business plan.

 Our
 acquisition strategy creates risks for our business.

 We
 may not be able to effectively manage our growth and the increased complexity of our business, which could negatively impact our
 brand and financial performance.

 We
 may suffer from lack of availability of additional funds.

 Our
 substantial amount of indebtedness may adversely affect our cash flow and our ability to operate our business, remain in compliance
 with debt covenants and make payments on our indebtedness.

 The
 ability of our Chief Executive Officer, Amir Ben-Yohanan, to control our business may limit or eliminate minority stockholders'
 ability to influence corporate affairs.

 Our
 business depends on our ability to provide customers and followers with interesting and useful content, which in turn depends on
 the content contributed by the content creators.

 Changes
 in public and consumer tastes and preferences and industry trends could reduce demand for our services and content offerings and
 adversely affect our business.

 Our
 ability to generate revenue from discretionary and corporate spending, such as corporate sponsorships and advertising, is subject
 to many factors, including many that are beyond our control.

 We
 may not be able to adapt to or manage new content distribution platforms or changes in consumer behavior resulting from new technologies.

 Because
 our success depends substantially on our ability to maintain a professional reputation, adverse publicity concerning us, one of our
 businesses, our Creators or our key personnel could adversely affect our business.

 Our
 success depends, in part, on our continuing ability to identify, recruit and retain qualified and experienced talent managers. If
 we fail to recruit and retain suitable talent managers or if our relationships with our talent managers change or deteriorate, it
 could adversely affect our business.

 We
 operate in a fast-evolving industry, and we are in the early stage of our business. We cannot guarantee that our monetization strategies
 will be successfully implemented or generate sustainable revenues and profit.

 We
 rely on technology, such as our information systems, to conduct our business. Failure to protect our technology against breakdowns
 and security breaches could adversely affect our business.

 The
 commercial success of our products is dependent, in part, on factors outside our control.

 Increases
 in the costs of content may have an adverse effect on our business, financial condition and results of operations.

 In
 our paid promotion business, if we are unable to prove that our advertising and sponsorship
 solutions provide an attractive return on investment for our customers, our financial results
 could be harmed.

 We
 will be attempting to launch brands in new markets and with new products. Our inability to effectively execute our business plan
 in relation to these new brands could negatively impact our business.

 Our
 management team's attention may be diverted by acquisitions and searches for new acquisition targets, and our business and
 operations may suffer adverse consequences as a result.

 We
 may be unable to scale our operations successfully.

 Economic
 conditions or changing consumer preferences could adversely impact our business.

 Our
 intellectual property rights are valuable, and if we are unable to protect them or are subject to intellectual property rights claims,
 our business may be harmed.

 We
 may be found to have infringed the intellectual property rights of others, which could expose us to substantial damages or restrict
 our operations.

 As
 a creator and a distributor of content over the internet, we face potential liability for legal claims based on the nature and content
 of the materials that we create or distribute.

 We
 are subject to extensive U.S. and foreign governmental regulations, and our failure to comply with these regulations could adversely
 affect our business.

 Our
 results of operations, which are reported in U.S. dollars, could be adversely affected if currency exchange rates fluctuate substantially
 in the future.

 Our
 amended and restated bylaws provide that state or federal court located within the state of Nevada will be the sole and exclusive
 forum for substantially all disputes between us and our shareholders, which could limit its stockholders' ability to obtain
 a favorable judicial forum for disputes with us or our directors, officers or other employees.

 Stockholders
 are bound by the fee-shifting provision contained in our amended and restated bylaws, which may discourage you to pursue actions
 against us.

 As
 a result of being a public company, we are subject to additional reporting and corporate governance requirements that will require
 additional management time, resources and expense.

 We
 may not have sufficient insurance coverage and an interruption of our business or loss of a significant amount of property could
 have a material adverse effect on our financial condition and operations.

 We
 could become involved in claims or litigations that may result in adverse outcomes.

 Trading
 on the OTC Markets is volatile and sporadic, which could depress the market price of our common stock and make it difficult for our
 security holders to resell their common stock.

 Our
 stock price is likely to be highly volatile because of several factors, including a limited public float.

 Our
 common stock has been in the past, and may be in the future, a "penny stock" under SEC rules. It may be more difficult
 to resell securities classified as "penny stock."

 FINRA
 sales practice requirements may also limit a shareholder's ability to buy and sell our stock.

 We
 are required to comply with certain provisions of Section 404 of the Sarbanes-Oxley Act of 2002, as amended (the "Sarbanes-Oxley
 Act"), and if we fail to continue to comply, our business could be harmed and the price of our securities could decline.

 Our
 privately issued common stock is subject to risks arising from restrictions on reliance on Rule 144 by shell companies or former
 shell companies.

 The
 sale and issuance of additional shares of our common stock could cause dilution as well as the value of our common stock to decline.

 Substantial
 future sales of shares of our common stock could cause the market price of our common stock to decline.

 Provisions
 of our articles of incorporation and bylaws may delay or prevent a takeover which may not be in the best interests of our stockholders.

 We
do not expect to pay dividends in the foreseeable future.

 Failure
 to protect client data or prevent breaches of our information systems could expose us to liability or reputational damage.

 We
 may be exposed to damage to our business or our reputation by cybersecurity breaches.

 Rapid
 market or technological changes may render our technology obsolete or decrease the attractiveness
 of our products and services to our clients.

 We
 encourage you, however, to read the full risk factors presented below.

 RISKS
RELATED TO OUR BUSINESS

 We
have a history of operating losses, our management has concluded that factors raise substantial doubt about our ability to continue as
a going concern, and our auditors have included explanatory paragraphs relating to our ability to continue as a going concern in their
audit reports for the fiscal years ended December 31, 2023 and 2022.

 We
have a history of operating losses and have incurred cash flow deficits. For the fiscal years ended December 31, 2023 and 2022, we reported
net losses of $2,369,920 and $7,910,897, respectively, and negative cash flow from operating activities of $581,140 and $1,958,875, respectively.
As of December 31, 2023, we had an aggregate accumulated deficit of $35,184,891. There is substantial doubt regarding our ability to
continue as a going concern as a result of our historical recurring losses and negative cash flows from operations, as well as our dependence
on private equity and financings. We anticipate that we will continue to report losses and negative cash flow for the foreseeable future.
Our management has concluded that our historical recurring losses from operations and negative cash flows from operations, as well as
our dependence on private equity and other financings, raise substantial doubt about our ability to continue as a going concern. Our
auditors have included explanatory paragraphs relating to our ability to continue as a going concern in their audit reports for the fiscal
years ended December 31, 2023 and 2022, respectively.

 The
consolidated financial statements of Clubhouse Media do not include any adjustments that might result from the outcome of this uncertainty.
These adjustments would likely include substantial impairment of the carrying amount of our assets and potential contingent liabilities
that may arise if we are unable to fulfill various operational commitments. In addition, the value of our securities would be greatly
impaired. Our ability to continue as a going concern is dependent upon generating sufficient cash flow from operations and obtaining
additional capital and financing. If our ability to generate cash flow from operations is delayed or reduced and we are unable to raise
additional funding from other sources, we may be unable to continue in business.

 We
are a holding company and our principal asset is our 100% equity interest in WOHG, through which we own 100% of each of WOHG's
limited liability company operating subsidiaries, and accordingly we are dependent upon distributions from such operating subsidiaries
to pay taxes and other expenses.

 We
are a holding company and our principal asset is our 100% equity interests in WOHG. WOHG operates through its subsidiary wholly owned
limited liability companies, of which it owns 100% of each. Accordingly, we are dependent upon distributions from our operating subsidiaries
to pay taxes and other expenses. If our operating subsidiaries do not generate sufficient revenues such that they can provide distributions
to us, we may be unable to pay our taxes and other expenses which would have a materially adverse effect on our business operations and
our Company as a whole.

 WOHG
is an early-stage company with a limited operating history. Such limited operating history of WOHG may not provide an adequate basis
to judge our future prospects and results of operations.

 On
November 12, 2020, pursuant to the closing of the Share Exchange Agreement, we acquired WOHG, and WOHG thereafter became our wholly owned
subsidiary, and the business of WOHG became the business of the Company going forward. WOHG has limited experience and a limited operating
history in which to assess its future prospects as a company. In addition, the market for the products and services offered through WOHG
is highly competitive. If we fail to successfully develop and offer the products and services offered through WOHG in an increasingly
competitive market, we may not be able to capture the growth opportunities associated with them or recover our development and marketing
costs, and our future results of operations and growth strategies could be adversely affected. The limited history of WOHG may not provide
a meaningful basis for investors to evaluate our business, financial performance, and prospects.

 Since
inception of WOHG, WOHG has experienced losses, and we may have to further reduce our costs by curtailing future operations to continue
as a business.

 Since
inception of WOHG, WOHG has had operating losses and its cash flow has been inadequate to support its ongoing operations. Its ability
to fund its capital requirements out of its available cash and cash generated from its operations depends on a number of factors, including
its ability to gain interest in its products and services and continue growing its existing operations and its ability to raise funds
as needed. If we cannot continue to generate positive cash flow from operations, we will have to reduce our costs and try to raise working
capital from other sources. These measures could materially and adversely affect our ability to execute our operations and expand our
business.

 Our
future success will depend, in part, on our ability to realize the anticipated growth opportunities and synergies from combining Clubhouse
Media and WOHG. The combined company may encounter the following difficulties, costs and delays involved in integrating these operations:

 failure
 to integrate both companies' businesses and operations;

 failure
 to successfully manage relationships with customers and other important relationships;

 failure
 of customers to continue using the services of the combined company;

 challenges
 encountered in managing larger operations;

 the
 loss of key employees;

 failure
 to manage the growth and growth strategies of both companies;

 diversion
 of the attention of management from other ongoing business concerns;

 potential
 incompatibility of technologies and systems; and

 potential
 impairment charges incurred to write down the carrying amount of intangible assets generated as a result of the mergers.

 If
the combined company's operations do not meet the expectations of the pre-existing customers of our companies before, then these
customers may cease doing business with the combined company altogether, which would harm our results of operations and financial condition.
If the management team is not able to develop strategies and implement a business plan that successfully addresses these difficulties,
we may not realize the anticipated benefits of combining the companies. In particular, we are likely to realize lower earnings per share,
which may have an adverse impact on our Company and the market price of our common stock.

 Impact
of COVID-19 on the Company

 Due
to the digital/remote nature of the Company's business, COVID-19 has had, and is expected to have, only a limited effect on the
Company's operations.

 We
may be adversely affected by political tensions between the United States and China.

 Political
tensions between the United States and China have escalated due to, among other things, trade disputes, the COVID-19 outbreak and sanctions
imposed by the U.S. Department of Treasury on certain officials of the Hong Kong Special Administrative Region and the central government
of the PRC. On August 6, 2020, then-President Donald Trump issued an executive order requiring ByteDance to sell TikTok to an American
company, or risk being banned in the United States entirely. While ByteDance ultimately complied with this executive order, TikTok was
not banned in the United States, and it is unclear what the Biden administration's position with respect to TikTok will be, a ban
of a social media platform on which our influencers have acquired significant followers, such as TikTok, would have a material adverse
effect on our business, prospects, financial condition and results of operations. Furthermore, there have been recent media reports on
deliberations within the U.S. government regarding potentially limiting or restricting China-based companies from accessing U.S. capital
markets. If any legislation were to be enacted or any regulations were to be adopted along these lines that ultimately had the effect
of harming or outright banning a social media platform utilized by our Company and/or its influencers, it could have a material adverse
effect on our business and operations.

 We
may fail to successfully execute our business plan.

 Our
shareholders may lose their entire investment if we fail to execute our business plan. Our prospects must be considered in light of the
following risks and uncertainties, including but not limited to, competition, the erosion of ongoing revenue streams, the ability to
retain experienced personnel and general economic conditions. We cannot guarantee that we will be successful in executing our business
plan. If we fail to successfully execute our business plan, we may be forced to cease operations, in which case our shareholders may
lose their entire investment.

 Our
acquisition strategy creates risks for our business.

 We
expect that we will pursue acquisitions of other businesses, assets or technologies to grow our business. We may fail to identify attractive
acquisition candidates or we may be unable to reach acceptable terms for future acquisitions. We might not be able to raise enough cash
to compete for attractive acquisition targets. If we are unable to complete acquisitions in the future, our ability to grow our business
at our anticipated rate will be impaired.

 We
may pay for acquisitions by issuing additional shares of our common stock, which would dilute our shareholders, or by issuing debt, which
could include terms that restrict our ability to operate our business or pursue other opportunities and subject us to meaningful debt
service obligations. We may also use significant amounts of cash to complete acquisitions. To the extent that we complete acquisitions
in the future, we likely will incur future depreciation and amortization expenses associated with the acquired assets. We may also record
significant amounts of intangible assets, including goodwill, which could become impaired in the future. Acquisitions involve numerous
other risks, including:

 difficulties
 integrating the operations, technologies, services and personnel of the acquired companies;

 challenges
 maintaining our internal standards, controls, procedures and policies;

 diversion
 of management's attention from other business concerns;

 over-valuation
 by us of acquired companies;

 litigation
 resulting from activities of the acquired company, including claims from terminated employees, customers, former shareholders and
 other third parties;

 insufficient
 revenues to offset increased expenses associated with the acquisitions and unanticipated liabilities of the acquired companies;

 insufficient
 indemnification or security from the selling parties for legal liabilities that we may assume in connection with our acquisitions;

 entering
 markets in which we have no prior experience and may not succeed;

 risks
 associated with foreign acquisitions, such as communication and integration problems resulting from geographic dispersion and language
 and cultural differences, compliance with foreign laws and regulations and general economic or political conditions in other countries
 or regions;

 potential
 loss of key employees of the acquired companies; and

 impairment
 of relationships with clients and employees of the acquired companies or our clients and employees as a result of the integration
 of acquired operations and new management personnel.

 We
may not be able to effectively manage our growth and the increased complexity of our business, which could negatively impact our brand
and financial performance.

 As
we grow our business, we may incur increasing costs, such as operating costs and marketing costs. If such expansion is not properly managed,
it may adversely affect our financial and operating resources without achieving the desired effects.

 As
we only have a limited history of operating our business at its current scale, it is difficult to evaluate our current business and future
prospects, including our ability to grow in the future. In addition, our costs and expenses may increase rapidly as we expand our business.
Continued growth could also strain our ability to maintain reliable service levels for our clients and customers, develop and improve
our operational, financial, legal and management controls, and enhance our reporting systems and procedures. Our costs and expenses may
grow faster than our revenues and may be greater than what we anticipate. If we are unable to generate adequate revenues and to manage
our costs and expenses, we may continue to incur losses in the future and may not be able to achieve or subsequently maintain profitability.
Managing our growth will require significant expenditures and the allocation of valuable management resources. If we fail to achieve
the necessary level of efficiency in our organization as it grows, our business, operating results and financial condition could be harmed.

 We
may suffer from lack of availability of additional funds.

 We
expect to have ongoing needs for working capital in order to fund operations and to continue to expand our operations. To that end, we
will be required to raise additional funds through equity or debt financing. However, there can be no assurance that we will be successful
in securing additional capital on favorable terms, if at all. If we are successful, whether the terms are favorable or unfavorable, there
is a potential that we will fail to comply with the terms of such financing, which could result in severe liability for our Company.
If we are unsuccessful, we may need to (a) initiate cost reductions; (b) forego business development opportunities; (c) seek extensions
of time to fund liabilities, or (d) seek protection from creditors. In addition, any future sale of our equity securities would dilute
the ownership and control of your shares and could be at prices substantially below prices at which our shares currently trade. Our inability
to raise capital could require us to significantly curtail or terminate our operations altogether. We may seek to increase our cash reserves
through the sale of additional equity or debt securities. The sale of convertible debt securities or additional equity securities could
result in additional and potentially substantial dilution to our shareholders. The incurrence of indebtedness would result in increased
debt service obligations and could result in operating and financing covenants that would restrict our operations and liquidity. In addition,
our ability to obtain additional capital on acceptable terms is subject to a variety of uncertainties.

 In
addition, if we are unable to generate adequate cash from operations, and if we are unable to find sources of funding, it may be necessary
for us to sell all or a portion of our assets, enter into a business combination, or reduce or eliminate operations. These possibilities,
to the extent available, may be on terms that result in significant dilution to our shareholders or that result in our shareholders losing
all of their investment in our Company.

 Our
substantial amount of indebtedness may adversely affect our cash flow and our ability to operate our business, remain in compliance with
debt covenants and make payments on our indebtedness.

 Our
substantial level of indebtedness increases the possibility that we may be unable to generate cash sufficient to pay, when due, the principal
of, interest on or other amounts due with respect to our indebtedness. Our indebtedness could have other important consequences to you
as a stockholder. For example, it could:

 make
it more difficult for us to satisfy our obligations with respect to our indebtedness and any failure to comply with the obligations of
any of our debt instruments, including financial and other restrictive covenants, could result in an event of default under the senior
secured credit facility and the senior subordinated note;

 make
 us more vulnerable to adverse changes in general economic, industry and competitive conditions and adverse changes in government
 regulation;

 require
 us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability
 of our cash flows to fund working capital, capital expenditures, acquisitions and other general corporate purposes;

 limit
 our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;

 place
 us at a competitive disadvantage compared to our competitors that have less debt; and

 limit
 our ability to borrow additional amounts for working capital, capital expenditures, acquisitions, debt service requirements, execution
 of our business strategy or other purposes.

 Any
of the above listed factors could materially adversely affect our business, financial condition and results of operations.

 The
ability of our Chief Executive Officer, Amir Ben-Yohanan, to control our business may limit or eliminate minority stockholders'
ability to influence corporate affairs.

 Voting
control of the Company is held by our Chief Executive Officer, Mr. Ben-Yohanan, through the share of Series X Preferred Stock he holds.
This share of Series X Preferred Stock has a number of votes at any time equal to (i) the number of votes then held or entitled to be
made by all other equity or debt securities of the Company, or pursuant to any other agreement, contract or understanding of the Company,
plus (ii) one.

 On
August 11, 2023, the Company issued 5,987,500,000 shares of the Company's common stock to Mr. Ben-Yohanan for satisfaction of outstanding
debt. During October 2023, the Company issued 483,809,990 shares of the Company's common stock to Mr. Ben-Yohanan for services.
On April 18, 2022, the Company issued 2,820,000 shares of the Company's common stock to Mr. Ben-Yohanan at a purchase price per
share of $0.025, for a total purchase price of $70,500. Mr. Ben-Yohanan is the Company's Chief Executive Officer, a member of the
Company's Board of Directors, and a significant stockholder of the Company. As a result of the share purchase, as of March 31,
2024, Mr. Ben-Yohanan holds 11,032,673,753 shares of common stock, and one share of Series X preferred stock. The share of Series X preferred
stock has a number of votes equal to all of the other votes entitled to be cast on any matter by any other shares or securities of the
Company plus one but does not have any economic or other interest in the Company. As a result of Mr. Ben-Yohanan's common stock
and Series X preferred stock holdings, Mr. Ben-Yohanan holds 83.69% of the voting power of the Company as of March 31, 2024.

 The
interests of our Chief Executive Officer may differ from the interests of other stockholders with respect to the issuance of shares,
business transactions with or sales to other companies, selection of other officers and directors and other business decisions. The minority
stockholders will have no way of overriding decisions made by our Chief Executive Officer.

 Our
business depends on our ability to provide customers and followers with interesting and useful content, which in turn depends on the
content contributed by the content creators.

 The
quality of the content offered by our creators and their followers' level of engagement are critical to our success. In order
to attract and retain users and compete effectively, we must offer interesting and useful content and enhance followers' viewing
experience. It is vital to our operations that we remain sensitive to and responsive to evolving public and consumer preferences and
offer content that appeals to our followers and customers. We have also been providing our content creators with support and guidance
in various forms, including technical support for content distribution, editing and uploading. However, we cannot assure you that our
content creators can contribute to create popular contents. If our content creators cease to contribute content, or their uploaded content
fails to attract or retain our followers and customers, we may experience a decline in our business and suffer a reduction in revenue.

 Changes
in public and consumer tastes and preferences and industry trends could reduce demand for our services and content offerings and adversely
affect our business.

 Our
ability to generate revenues is highly sensitive to rapidly changing consumer preferences and industry trends, as well as the popularity
of the creators on our site. Our success depends on our creators' ability to
create quality content through popular social media channels that meet the changing preferences of the broad consumer market and respond
to competition from an expanding array of choices facilitated by technological developments in the delivery of content. Our operations
and revenues are affected by consumer tastes and entertainment trends, which are unpredictable and subject to change and may be affected
by changes in the social and political climate. Changes in consumers' tastes or a change in the perceptions of our business partners,
whether as a result of the social and political climate or otherwise, could adversely affect our operating results. Our failure to avoid
a negative perception among consumers or anticipate and respond to changes in consumer preferences, including in the form of content
creation or distribution, could result in reduced demand for our product and/or content offerings, or a reduced social media followings
and business opportunities for our Creators, which could have an adverse effect on our business, financial condition and results of operations.

 Our
ability to create popular, social media-based entertainment content is increasingly important to the success of our business and our
ability to generate revenues. The production of entertainment content is inherently risky because the revenues we derive from various
sources primarily depend on our ability to reach large audiences and satisfy consumer tastes and expectations in a consistent manner.
The popularity of our content and owned assets is affected by our ability to maintain or develop strong brand awareness and target key
audiences, the sources and nature of competing content offerings, the time and manner in which consumers acquire and view some of our
entertainment products and the options available to advertisers for reaching their desired audiences. Consumer tastes change frequently
and it is a challenge to anticipate what offerings will be successful at any point in time. We invest substantial capital in our content
and owned assets, including in the creation of original content, before learning the extent to which it will achieve popularity with
consumers. A lack of popularity of these, our other content offerings or our owned assets, as well as labor disputes, unavailability
of a star performer, or cost overruns could have an
adverse effect on our business, financial condition and results of operations.

 Our
ability to generate revenue from discretionary and corporate spending, such as corporate sponsorships and advertising, is subject to
many factors, including many that are beyond our control.

 Our
business depends on discretionary consumer and corporate spending. Many factors related to corporate spending and discretionary consumer
spending, including economic conditions affecting disposable consumer income such as unemployment levels, fuel prices, interest rates,
changes in tax rates and tax laws that impact companies or individuals and inflation can significantly impact our operating results.
While consumer and corporate spending may decline at any time for reasons beyond our control, the risks associated with our businesses
become more acute in periods of a slowing economy or recession, which may be accompanied by reductions in corporate sponsorship and advertising.
During periods of reduced economic activity, many consumers have historically reduced their discretionary spending and advertisers have
reduced their sponsorship and advertising expenditures, which can result in a reduction in sponsorship opportunities. There can be no
assurance that consumer and corporate spending will not be adversely impacted by current economic conditions, or by any future deterioration
in economic conditions, thereby possibly impacting our operating results and growth. A prolonged period of reduced consumer or corporate
spending could have an adverse effect on our business, financial condition and results of operations.

 We
may not be able to adapt to or manage new content distribution platforms or changes in consumer behavior resulting from new technologies.

 We
must successfully adapt to and manage technological advances in our industry, including the emergence of alternative social media platforms.
If we are unable to adopt or are late in adopting technological changes and innovations, it may lead to a loss of consumers viewing our
content, and a corresponding reduction in revenues from advertisers. It may also lead to a reduction in ours or our Creators' ability
to monetize new platforms. Our ability to effectively generate revenue from new content distribution platforms and viewing technologies
will affect our ability to maintain and grow our business. Emerging forms of content distribution may provide different economic models
and compete with current distribution methods (such as Instagram and TikTok) in ways that are not entirely predictable, which could reduce
demand for promotional posts by our team of influencers. We must also adapt to changing consumer behavior driven by advances in technology.
If we fail to adapt our distribution methods and content to emerging technologies and new distribution platforms, our ability to generate
revenue from our targeted audiences may decline and could result in an adverse effect on our business, financial condition and results
of operations.

 Because
our success depends substantially on our ability to maintain a professional reputation, adverse publicity concerning us, one of our businesses,
our Creators or our key personnel could adversely affect our business.

 Our
professional reputation is essential to our continued success and any decrease in the quality of our reputation could impair our ability
to, among other things, recruit and retain qualified and experienced talent managers and other key personnel, retain or attract creators,
and retain or attract advertisers, purchasers of our products, (i.e. our customers). Our overall reputation may be negatively impacted
by a number of factors, including negative publicity concerning us, members of our management, our Creators, our customers, and other
key personnel. Any adverse publicity relating to such individuals or entities that we employ or represent, or to our Company, including
from reported or actual incidents or allegations of illegal or improper conduct, such as harassment, discrimination or other misconduct,
could result in significant media attention, even if not directly relating to or involving WOHG, and could have a negative impact on
our professional reputation, potentially resulting in termination of contracts, our inability to attract new customer or client relationships,
or the loss or termination of such employees' services, all of which could adversely affect our business, financial condition and
results of operations. Our professional reputation could also be impacted by adverse publicity relating to one or more of our owned or
majority owned brands or businesses.

 Our
success depends, in part, on our continuing ability to identify, recruit and retain qualified and experienced creators. If we
fail to recruit and retain suitable creators or if our relationships with our creators change or deteriorate, it could
adversely affect our business.

 Our
success depends, in part, upon our continuing ability to identify, recruit and retain qualified and experienced creators. There is great
competition for qualified and experienced creators in the social media industry, and we cannot assure you that we will be able to continue
to hire or retain a sufficient number of qualified persons to meet our requirements, or that we will be able to do so under terms that
are economically attractive to us. Any failure to retain certain creators could lead to the loss of users and revenue and have an adverse
effect on our business, financial condition and results of operations.

 The
markets in which we operate are highly competitive, both within the United States and internationally.

 We
face competition from a variety of other domestic and foreign companies. We face competition from alternative providers of the
content we and our creators offer and from other forms of entertainment in a rapidly changing and increasingly fragmented
marketplace. There are other companies currently providing similar services as us in the social media content monetization industry.
Our competitors include, but are not limited to, Only Fans and Centerfold and any other social media creator monetization platforms, each of which may have greater financial and other resources
than us. We may be unable to successfully compete with these competitors, and may expend significant resources without success.
Further, any increased competition, which may not be foreseeable, or our failure to adequately address any competitive factors,
could result in reduced demand for our content which could have an adverse effect on our business, financial
condition and results of operations.

 We
operate in a fast-evolving industry, and we are in the early stage of our business. We cannot guarantee that our monetization strategies
will be successfully implemented or generate sustainable revenues and profit.

 We
are in the early stage of our business, and our monetization model is evolving. We generate revenues primarily by providing our users
with valuable content. We also generate revenues from advertising and other services. We cannot assure you that we can successfully implement
the existing monetization strategies to generate sustainable revenues, or that we will be able to develop new monetization strategies
to grow our revenues. If our strategic initiatives do not enhance our ability to monetize or enable us to develop new monetization approaches,
we may not be able to maintain or increase our revenues or recover any associated costs. In addition, we may introduce new products and
services to expand our revenue streams, including products and services with which we have little or no prior development or operating
experience. If these new or enhanced products or services fail to engage users, content creators or business partners, we may fail to
diversify our revenue streams or generate sufficient revenues to justify our investments and costs, and our business and operating results
may suffer as a result.

 We
rely on technology, such as our information systems, to conduct our business. Failure to protect our technology against breakdowns and
security breaches could adversely affect our business.

 We
rely on technology, such as our information systems and social media platforms, to conduct our business. This technology is vulnerable
to service interruptions and security breaches from inadvertent or intentional actions by our employees, partners and vendors, or from
attacks by malicious third parties. Such attacks are of ever-increasing levels of sophistication and are made by groups and individuals
with a wide range of motives and expertise, including organized criminal groups, "hacktivists," nation states and others.
The techniques used to breach security safeguards evolve rapidly, and they may be difficult to detect for an extended period of time,
and the measures we take to safeguard our technology may not adequately prevent such incidents.

 While
we have taken steps to protect our confidential and personal information and invested in information technology, there can be no assurance
that our efforts will prevent service interruptions or security breaches in our systems or the unauthorized or inadvertent wrongful use
or disclosure of confidential information. Such incidents could adversely affect our business operations, reputation and client relationships.
Any such breach would require us to expend significant resources to mitigate the breach of security and to address matters related to
any such breach, including the payment of fines. Although we maintain an insurance policy that covers data security, privacy liability
and cyber-attacks, our insurance may not be adequate to cover losses arising from breaches or attacks on our systems. We also may be
required to notify regulators about any actual or perceived personal data breach as well as the individuals who are affected by the incident
within strict time periods.

 In
addition, our use of social media presents the potential for further vulnerabilities. For instance, we may be subject to boycotts, spam,
spyware, ransomware, phishing and social engineering, viruses, worms, malware, DDOS attacks, password attacks, man-in-the-middle attacks,
cybersquatting, impersonation of employees or officers, abuse of comments and message boards, fake reviews, doxing and swatting. While
we have internal policies in place to protect against these vulnerabilities, we can make no assurances that we will not be adversely
affected should one of these events occur.

 The
commercial success of our products is dependent, in part, on factors outside our control.

 The
commercial success of our products is dependent upon unpredictable and volatile factors beyond our control, such as the success of our
competitors' products. Our failure to attract market acceptance and a sustainable competitive advantage over our competitors would
materially harm our business.

 Increases
in the costs of content may have an adverse effect on our business, financial condition and results of operations.

 We
need to produce or acquire popular content. The production and acquisition of such content depends on our ability to retain our content
creators. As our business develops, we may incur increasing revenue-sharing costs to compensate our content creators of producing original
content. Increases in market prices for licensed content may also have an adverse effect on our business, financial condition and results
of operations. If we are not able to procure licensed content at commercially acceptable costs, our business and results of operations
will be adversely impacted. In addition, if we are unable to generate sufficient revenues to outpace the increase in market prices for
licensed content, our business, financial condition and results of operations may be adversely affected. We rely on our team to generate
creative ideas for original content and to supervise the original content origination and production process, and we intend to continue
to invest resources in content production. If we are not able to compete effectively for talents or attract and retain top influencers
at reasonable costs, our original content production capabilities would be negatively impacted.

 In
our paid promotion business, if we are unable to prove that our advertising and sponsorship solutions provide an attractive return on
investment for our customers, our financial results could be harmed.

 Our
ability to grow revenue from our paid promotion business will be dependent on our ability to demonstrate to marketers that their marketing
campaigns with us provide a meaningful return on investment relative to offline and other online opportunities. Our ability, however,
to demonstrate the value of advertising and sponsorship on paid promotion business properties will depend, in part, on the quality of
our products and contents, the actions taken by our competitors to enhance their offerings, whether we meet the expectations of our customers
and a number of other factors. If we are unable to maintain sophisticated and high-quality contents that provide value to our customers
or demonstrate our ability to provide value to our customers, our financial results will be harmed.

 We
will be attempting to launch brands in new markets and with new products. Our inability to effectively execute our business plan in relation
to these new brands could negatively impact our business.

 We
are attempting launch new product brands into markets in which we have no experience offering products. Launching new products into new
markets is risky, and requires extensive marketing and business expertise. There can be no assurances we will have the capital, personnel
resources, or expertise to be successful in launching these new business efforts.

 Our
management team's attention may be diverted by acquisitions and searches for new acquisition targets, and our business and operations
may suffer adverse consequences as a result.

 Mergers
and acquisitions are time intensive, requiring significant commitment of our management team's focus and resources. If our management
team spends too much time focused on acquisitions or on potential acquisition targets, our management team may not have sufficient time
to focus on our existing business and operations. This diversion of attention could have material and adverse consequences on our operations
and our ability to be profitable.

 We
may be unable to scale our operations successfully.

 Our
growth strategy will place significant demands on our management and financial, administrative and other resources. Operating results
will depend substantially on the ability of our officers and key employees to manage changing business conditions and to implement and
improve our financial, administrative and other resources. If we are unable to respond to and manage changing business conditions, or
the scale of its operations, then the quality of its services, its ability to retain key personnel, and its business could be harmed.

 Economic
conditions or changing consumer preferences could adversely impact our business.

 A
downturn in economic conditions in one or more of the Company's markets could have a material adverse effect on our results of
operations, financial condition, business and prospects. Although we attempt to stay informed of government and customer trends, any
sustained failure to identify and respond to trends could have a material adverse effect on our results of operations, financial condition,
business and prospects.

 We
may be found to have infringed the intellectual property rights of others, which could expose us to substantial damages or restrict our
operations.

 We
expect to be subject to legal claims that we have infringed the intellectual property rights of others. The ready availability of damages
and royalties and the potential for injunctive relief have increased the costs associated with litigating and settling patent infringement
claims. Any claims, whether or not meritorious, could require us to spend significant time, money, and other resources in litigation,
pay damages and royalties, develop new intellectual property, modify, design around, or discontinue existing products, services, or features,
or acquire licenses to the intellectual property that is the subject of the infringement claims. These licenses, if required, may not
be available at all or have acceptable terms. As a result, intellectual property claims against us could have a material adverse effect
on our business, prospects, financial condition, operating results and cash flows.

 As
a creator and a distributor of content over the internet, we face potential liability for legal claims based on the nature and content
of the materials that we create or distribute.

 Failure
to identify and prevent illegal or inappropriate content from being created or distributed by our influencer may subject us to liability.
To the extent that U.S. and foreign authorities find any content being created or distributed by our influencer objectionable, they may
require us to limit or eliminate the dissemination of such content in the form of take-down orders, or otherwise. We may have to conduct
a self-inspection by taking a comprehensive review of the content created by us. However, there can be no assurance that we can identify
all the videos or other content that may violate relevant laws and regulations.

 We
are subject to extensive U.S. and foreign governmental regulations, and our failure to comply with these regulations could adversely
affect our business.

 Our
operations are subject to federal, state and local laws, statutes, rules, regulations, policies and procedures in the United States and
around the world, which are subject to change at any time, governing matters such as:

 licensing
 laws for talent agencies, such as California's Talent Agencies Act;

 health,
 safety and sanitation requirements;

 harassment
 and discrimination, and other labor and employment laws and regulations;

 with the U.S. Americans with Disabilities Act of 1990;

 with the U.S. Foreign Corrupt Practices Act of 1977, as amended (the "FCPA") and similar regulations in other countries,
 which prohibit U.S. companies and their intermediaries from engaging in bribery or other prohibited payments to foreign officials
 and require companies to keep books and records that accurately and fairly reflect the transactions of the Company and to maintain
 an adequate system of internal accounting controls;

 with applicable antitrust and fair competition laws;

 with international trade controls, including applicable import/export regulations, and sanctions and international embargoes that
 may limit or restrict our ability to do business with specific individuals or entities or in specific countries or territories;

 with anti-money laundering and countering terrorist financing rules, currency control regulations, and statutes prohibiting tax evasion
 and the aiding or abetting of tax evasion;

 marketing
 activities;

 with current and future privacy and data protection laws imposing requirements for the processing and protection of personal or sensitive
 information, including the GDPR and the E.U. e-Privacy Regulation;

 with cybersecurity laws imposing country-specific requirements relating to information systems and network design, security, operations,
 and use;

 with laws or regulations that regulate the content contained within videos, games and other content formats created by our influencers;

 tax
 laws; and

 imposition
 by foreign countries of trade restrictions, restrictions on the manner in which content is currently licensed and distributed or
 ownership restrictions.

 Noncompliance
with these laws could subject us to whistleblower complaints, investigations, sanctions, settlements, prosecution, other enforcement
actions, disgorgement of profits, significant fines, damages, other civil and criminal penalties or injunctions, reputational harm, adverse
media coverage, and other collateral consequences. Multiple or repeated failures by us to comply with these laws and regulations could
result in increased fines or proceedings against us. If any subpoenas or investigations are launched, or governmental or other sanctions
are imposed, or if we do not prevail in any possible civil or criminal litigation, our business, results of operations and financial
condition could be materially harmed. In addition, responding to any action will likely result in a materially significant diversion
of management's attention and resources and significant defense costs and other professional fees. Enforcement actions and sanctions
could further harm our business, results of operations and financial condition. While we attempt to conduct our business and operations
in a manner that we believe to be in compliance with such laws and regulations, there can be no assurance that a law or regulation will
not be interpreted or enforced in a manner contrary to our current understanding. In addition, the promulgation of new laws, rules and
regulations could restrict or unfavorably impact our business, which could decrease demand for our services, reduce revenue, increase
costs or subject us to additional liabilities.

 In
some United States and foreign jurisdictions, we may have direct and indirect interactions with government agencies and state-affiliated
entities in the ordinary course of our business. In the event that we fail to comply with the regulations of a particular jurisdiction,
whether through our acts or omissions or those of third parties, we may be prohibited from operating in those jurisdictions, which could
lead to a decline in various revenue streams in such jurisdictions, and could have an adverse effect on our business, financial condition
and results of operations.

 We
are also required to comply with economic sanctions laws imposed by the United States or by other jurisdictions where we do business,
which may restrict our transactions in certain markets, and with certain customers, business partners and other persons and entities.
As a result, we are not permitted to, directly or indirectly (including through a third party intermediary), procure goods, services,
or technology from, or engage in transactions with, individuals and entities subject to sanctions. While we believe we have been in compliance
with sanctions requirements, there can be no guarantee that we will remain in compliance. Any violation of corruption or sanctions laws
could result in fines, civil and criminal sanctions against us or our employees, prohibitions on the conduct of our business (e.g., debarment
from doing business with International Development Banks and similar organizations) and damage to our reputation, which could have an
adverse effect on our business, financial condition and results of operations.

 Our
results of operations, which are reported in U.S. dollars, could be adversely affected if currency exchange rates fluctuate substantially
in the future.

 As
we expect to expand our international operations, we become more exposed to the effects of fluctuations in currency exchange rates. We
generally collect revenue from our international markets in the local currency. Rapid appreciation of the U.S. dollar against these foreign
currencies can harm our reported results and cause the revenue derived from our foreign users to decrease. Such appreciation could increase
the costs of purchasing our products to our customers outside of the U.S., adversely affecting our business, results of operations and
financial condition.

 We
will also incur expenses for employee compensation and other operating expenses at our non-U.S. locations in the local currency. Fluctuations
in the exchange rates between the U.S. dollar and other currencies could result in the dollar equivalent of our expenses being higher
which may not be offset by additional revenue earned in the local currency. This could have a negative impact on our reported results
of operations.

 Our
amended and restated bylaws provide that state or federal court located within the state of Nevada will be the sole and exclusive forum
for substantially all disputes between us and our shareholders, which could limit its stockholders' ability to obtain a favorable
judicial forum for disputes with us or our directors, officers or other employees.

 Section
7.4 of our amended and restated bylaws provides that "[u]nless the Corporation consents in writing to the selection of an alternative
forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action
asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation
or the Corporation's stockholders, (iii) an action asserting a claim arising pursuant to any provision of the Nevada Revised Statutes,
or (iv) any action asserting a claim governed by the internal affairs doctrine shall be a state or federal court located within the state
of Nevada, in all cases subject to the court's having personal jurisdiction over the indispensable parties named as defendants."
This exclusive forum provision is intended to apply to claims arising under Nevada state law and would not apply to claims brought pursuant
to the Exchange Act or Securities Act, or any other claim for which the federal courts have exclusive jurisdiction. The exclusive forum
provision in our amended and restated bylaws will not relieve us of our duty to comply with the federal securities laws and the rules
and regulations thereunder, and shareholders will not be deemed to have waived our compliance with these laws, rules and regulations.

 This
exclusive forum provision may limit a shareholder's ability to bring a claim in a judicial forum of its choosing for disputes with
us or our directors, officers or other employees, which may discourage lawsuits against us or our directors, officers or other employees.
In addition, shareholders who do bring a claim in the state or federal court in the State of Nevada could face additional litigation
costs in pursuing any such claim, particularly if they do not reside in or near Nevada. The state or federal court of the State of Nevada
may also reach different judgments or results than would other courts, including courts where a shareholder would otherwise choose to
bring the action, and such judgments or results may be more favorable to us than to our shareholders. However, the enforceability of
similar exclusive forum provisions in other companies' bylaws has been challenged in legal proceedings, and it is possible that
a court could find this type of provision to be inapplicable to, or unenforceable in respect of, one or more of the specified types of
actions or proceedings. If a court were to find the exclusive forum provision contained in our amended and restated bylaws to be inapplicable
or unenforceable in an action, we might incur additional costs associated with resolving such action in other jurisdictions.

 Stockholders
are bound by the fee-shifting provision contained in our amended and restated bylaws, which may discourage you to pursue actions against
us.

 Section
7.4 of our amended and restated bylaws provides that "[i]f any action is brought by any party against another party, relating to
or arising out of these Bylaws, or the enforcement hereof, the prevailing party shall be entitled to recover from the other party reasonable
attorneys' fees, costs and expenses incurred in connection with the prosecution or defense of such action."

 In
the event you initiate or assert a claims against us, in accordance with the dispute resolution provisions contained in our amended and
restated bylaws, and you do not, in a judgment prevail, you will be obligated to reimburse us for all reasonable costs and expenses incurred
in connection with such claim, including, but not limited to, reasonable attorney's fees and expenses and costs of appeal, if any.

 THE
FEE SHIFTING PROVISION CONTAINED IN THE AMENDED AND RESTATED BYLAWS IS NOT INTENDED TO BE DEEMED A WAIVER BY ANY HOLDER OF COMMON STOCK
OF THE COMPANY'S COMPLIANCE WITH THE U.S. FEDERAL SECURITIES LAWS AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER. THE FEE
SHIFTING PROVISION CONTAINED IN THE BYLAWS DO NOT APPLY TO CLAIMS BROUGHT UNDER THE EXCHANGE ACT AND SECURITIES ACT.

 As
a result of being a public company, we are subject to additional reporting and corporate governance requirements that will require additional
management time, resources and expense.

 As
a public company we are obligated to file with the SEC annual and quarterly information and other reports that are specified in the Exchange
Act. We are also subject to other reporting and corporate governance requirements under the Sarbanes-Oxley Act and the rules and regulations
promulgated thereunder, all of which impose significant compliance and reporting obligations upon us and require us to incur additional
expense in order to fulfill such obligations.

 We
may not have sufficient insurance coverage and an interruption of our business or loss of a significant amount of property could have
a material adverse effect on our financial condition and operations.

 We
currently do not maintain any insurance policies against loss of key personnel and business interruption as well as product liability
claims. If such events were to occur, our business, financial performance and financial position may be materially and adversely affected.

 We
could become involved in claims or litigations that may result in adverse outcomes.

 From
time-to-time we may be involved in a variety of claims or litigations. Such proceeding may initially be viewed as immaterial but could
prove to be material. Litigations are inherently unpredictable and excessive verdicts do occur. Given the inherent uncertainties in litigation,
even when we can reasonably estimate the amount of possible loss or range of loss and reasonably estimable loss contingencies, the actual
outcome may change in the future due to new developments or changes in approach. In addition, such claims or litigations could involve
significant expense and diversion of management's attention and resources from other matters.

 RISKS
RELATING TO OUR COMMON STOCK

 Trading
on the OTC Markets is volatile and sporadic, which could depress the market price of our common stock and make it difficult for our security
holders to resell their common stock.

 Our
common stock currently trades on the OTC Pink tier of OTC Market Group LLC's Marketplace under the symbol "CMGR." The
OTC Market is a network of security dealers who buy and sell stock. The dealers are connected by a computer network that provides information
on current "bids" and "asks," as well as volume information. Trading in securities quoted on the OTC Markets
is often thin and characterized by wide fluctuations in trading prices, due to many factors, some of which may have little to do with
our operations or business prospects. This volatility could depress the market price of our common stock for reasons unrelated to operating
performance. Moreover, the OTC Markets is not a stock exchange, and trading of securities on the OTC Markets is often more sporadic than
the trading of securities listed on a quotation system like Nasdaq Capital Market or a stock exchange like the NYSE American. These factors
may result in investors having difficulty reselling any shares of our common stock.

 Our
stock price is likely to be highly volatile because of several factors, including a limited public float.

 The
market price of our common stock has been volatile in the past and the market price of our common stock is likely to be highly volatile
in the future. You may not be able to resell shares of our common stock following periods of volatility because of the market's
adverse reaction to volatility.

 Other
factors that could cause such volatility may include, among other things:

 actual
 or anticipated fluctuations in our operating results;

 the
 absence of securities analysts covering us and distributing research and recommendations about us;

 we
 may have a low trading volume for a number of reasons, including that a large portion of our stock is closely held;

 overall
 stock market fluctuations;

 announcements
 concerning our business or those of our competitors;

 actual
 or perceived limitations on our ability to raise capital when we require it, and to raise such capital on favorable terms;

 conditions
 or trends in the industry;

 litigation;

 changes
 in market valuations of other similar companies;

 future
 sales of common stock;

 departure
 of key personnel or failure to hire key personnel; and

 general
 market conditions.

 Any
of these factors could have a significant and adverse impact on the market price of our common stock. In addition, the stock market in
general has at times experienced extreme volatility and rapid decline that has often been unrelated or disproportionate to the operating
performance of particular companies. These broad market fluctuations may adversely affect the trading price of our common stock, regardless
of our actual operating performance.

 Our
common stock is considered a "penny stock" under SEC rules. It may be more difficult to resell securities classified as "penny
stock."

 Our
common stock is a "penny stock" under applicable SEC rules (generally defined as non-exchange traded stock with a per-share
price below $5.00). Unless we successfully list our common stock on a national securities exchange, or maintain a per-share price above
$5.00, these "penny stock" rules impose additional sales practice requirements on broker-dealers that recommend the purchase
or sale of penny stocks to persons other than those who qualify as "established customers" or "accredited investors."
For example, broker-dealers must determine the appropriateness for non-qualifying persons of investments in penny stocks. Broker-dealers
must also provide, prior to a transaction in a penny stock not otherwise exempt from the rules, a standardized risk disclosure document
that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer
with current bid and offer quotations for the penny stock, disclose the compensation of the broker-dealer and its salesperson in the
transaction, furnish monthly account statements showing the market value of each penny stock held in the customer's account, provide
a special written determination that the penny stock is a suitable investment for the purchaser, and receive the purchaser's written
agreement to the transaction.

 Legal
remedies available to an investor in "penny stocks" may include the following:

 If
 a "penny stock" is sold to the investor in violation of the requirements listed above, or other federal or states securities
 laws, the investor may be able to cancel the purchase and receive a refund of the investment.

 If
 a "penny stock" is sold to the investor in a fraudulent manner, the investor may be able to sue the persons and firms
 that committed the fraud for damages.

 These
requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security that becomes
subject to the penny stock rules. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers
from effecting transactions in our securities, which could severely limit the market price and liquidity of our securities. If our common
stock is a "penny stock," these requirements may restrict the ability of broker-dealers to sell our common stock and may
affect your ability to resell our common stock.

 Many
brokerage firms will discourage or refrain from recommending investments in penny stocks. Most institutional investors will not invest
in penny stocks. In addition, many individual investors will not invest in penny stocks due, among other reasons, to the increased financial
risk generally associated with these investments.

 For
these reasons, penny stocks may have a limited market and, consequently, limited liquidity. We can give no assurance at what time, if
ever, our common stock will not be classified as a "penny stock" in the future.

 FINRA
sales practice requirements may also limit a shareholder's ability to buy and sell our stock.

 In
addition to the "penny stock" rules described above, FINRA has adopted Rule 2111 that requires a broker-dealer to have reasonable
grounds for believing that an investment is suitable for a customer before recommending the investment. Prior to recommending speculative
low-priced securities to their non-institutional customers, 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 these rules, FINRA
believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. The
FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit
your ability to buy and sell our stock and have an adverse effect on the market for our shares.

 We
are required to comply with certain provisions of Section 404 of the Sarbanes-Oxley Act and if we fail to continue to comply, our business
could be harmed and the price of our securities could decline.

 Rules
adopted by the SEC pursuant to Section 404 of the Sarbanes-Oxley Act require an annual assessment of internal control over financial
reporting, and for certain issuers an attestation of this assessment by the issuer's independent registered public accounting firm.
The standards that must be met for management to assess the internal control over financial reporting as effective are evolving and complex,
and require significant documentation, testing, and possible remediation to meet the detailed standards. We expect to incur significant
expenses and to devote resources to Section 404 compliance on an ongoing basis. It is difficult for us to predict how long it will take
or costly it will be to complete the assessment of the effectiveness of our internal control over financial reporting for each year and
to remediate any deficiencies in our internal control over financial reporting. As a result, we may not be able to complete the assessment
and remediation process on a timely basis. In the event that our Chief Executive Officer or Chief Financial Officer determines that our
internal control over financial reporting is not effective as defined under Section 404, we cannot predict how regulators will react
or how the market prices of our securities will be affected; however, we believe that there is a risk that investor confidence and the
market value of our securities may be negatively affected.

 Our
privately issued common stock is subject to risks arising from restrictions on reliance on Rule 144 by shell companies or former shell
companies.

 Under
a regulation of the SEC known as "Rule 144," a person who beneficially owns restricted securities of an issuer and who is
not an affiliate of that issuer may sell them without registration under the Securities Act provided that certain conditions have been
met. One of these conditions is that such person has held the restricted securities for a prescribed period, which will be six months
for the common stock. However, Rule 144 is unavailable for the resale of securities issued by an issuer that is a shell company (other
than a business combination related shell company) or, unless certain conditions are met, that has been at any time previously a shell
company.

 The
SEC defines a shell company as a company that has (a) no or nominal operations and (b) either (i) no or nominal assets, (ii) assets consisting
solely of cash and cash equivalents; or (iii) assets consisting of any amount of cash and cash equivalents and nominal other assets.
As a result of the share exchange in connection with the acquisition of WOHG, the Company ceased being a shell company as such term is
defined in Rule 12b-2 under the Exchange Act. While we believe that as a result of this share exchange, the Company ceased to be a shell
company, the SEC and others whose approval is required in order for shares to be sold under Rule 144 might take a different view.

 Rule
144 is available for the resale of securities of former shell companies if and for as long as the following conditions are met:

 (i)

 the
 issuer of the securities that was formerly a shell company has ceased to be a shell company;

 (ii)

 the
 issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;

 (iii)

 the
 issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding
 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Current Reports on
 Form 8-K; and

 (iv)

 at
 least one year has elapsed from the time that the issuer filed current comprehensive disclosure with the SEC reflecting its status
 as an entity that is not a shell company known as "Form 10 Information."

 Although
the Company filed Form 10 Information with the SEC on November 12, 2020, shareholders who receive the Company's restricted securities
will not be able to sell them pursuant to Rule 144 without registration until the Company has met the other conditions to this exemption
and then for only as long as the Company continues to meet the condition described in subparagraph (iii), above, and is not a shell company.
No assurance can be given that the Company will meet these conditions or that, if it has met them, it will continue to do so, or that
it will not again be a shell company.

 The
sale and issuance of additional shares of our common stock could cause dilution as well as the value of our common stock to decline.

 Stockholders
will be diluted and investors may suffer dilution in their net book value per share when we issue additional shares. We are authorized
to issue 500,000,000 shares of common stock. We anticipate that all or at least some of our future funding, if any, will be in the form
of equity financing from the sale of our common stock. If we do sell or issue more common stock, any investors' investment in the
Company will be diluted. Dilution is the difference between what you pay for your stock and the net tangible book value per share immediately
after the additional shares are sold by us. If dilution occurs, any investment in the Company's common stock could seriously decline
in value.

 Substantial
future sales of shares of our common stock could cause the market price of our common stock to decline.

 The
market price of shares of our common stock could decline as a result of substantial sales of our common stock, particularly sales by
our directors, executive officers and significant stockholders, a large number of shares of our common stock becoming available for sale
or the perception in the market that holders of a large number of shares intend to sell their shares.

 Provisions
of our articles of incorporation and bylaws may delay or prevent a takeover which may not be in the best interests of our stockholders.

 Provisions
of our amended and restated articles of incorporation and our bylaws, as amended, may be deemed to have anti-takeover effects, which
include when and by whom special meetings of our stockholders may be called, and may delay, defer or prevent a takeover attempt. Further,
our articles of incorporation, as amended, authorize the issuance of up to approximately 50,000,000 shares of preferred stock with such
rights and preferences as may be determined from time to time by our Board of Directors in their sole discretion. Our Board of Directors
may, without stockholder approval, issue series of preferred stock with dividends, liquidation, conversion, voting or other rights that
could adversely affect the voting power or other rights of the holders of our common stock.

 We
do not expect to pay dividends in the foreseeable future.

 We
do not intend to declare dividends for the foreseeable future, as we anticipate that we will reinvest any future earnings in the development
and growth of our business. Therefore, investors will not receive any funds unless they sell their common stock, and stockholders may
be unable to sell their shares on favorable terms. We cannot assure you of a positive return on investment or that you will not lose
the entire amount of your investment in our common stock.

 Failure
to protect client data or prevent breaches of our information systems could expose us to liability or reputational damage.

 We
are dependent on information technology networks and systems to securely process, transmit and store electronic information and to communicate
with our clients and vendors. As the breadth and complexity of this infrastructure continues to grow, the potential risk of security
breaches and cyber-attacks increases. As a social media company, we are continuously subject to cyber-attacks by third parties. Any such
security breach could lead to shutdowns or disruptions of our systems and potential unauthorized disclosure of confidential information.
In addition, vulnerabilities of our external service providers and other third parties could pose security risks to client information.
The secure transmission of confidential information over public networks is also a critical element of our operations.

 In
providing services to clients, we manage, utilize and store sensitive and confidential client data, including personal data. As a result,
we are subject to numerous laws and regulations designed to protect this information, such as U.S. federal and state laws governing the
protection of personally identifiable information. These laws and regulations are increasing in complexity and number, change frequently
and sometimes conflict. If any person, including any of our employees, negligently disregards or intentionally breaches our established
controls with respect to client data, or otherwise mismanages or misappropriates that data, we could be subject to significant monetary
damages, regulatory enforcement actions, fines and/or criminal prosecution in one or more jurisdictions. Unauthorized disclosure of sensitive
or confidential client data, whether through systems failure, employee negligence, fraud or misappropriation, could damage our reputation
and cause us to lose clients. Similarly, unauthorized access to or through our information systems, whether by our employees or third
parties, including a cyber-attack by third parties who may deploy viruses, worms or other malicious software programs, could result in
negative publicity, significant remediation costs, legal liability, and damage to our reputation and could have a material adverse effect
on our results of operations. In addition, our liability insurance might not be sufficient in type or amount to cover us against claims
related to security breaches, cyber-attacks and other related breaches.

 We
may be exposed to damage to our business or our reputation by cybersecurity breaches.

 As
the world becomes more interconnected through the use of the internet and users rely more extensively on the internet and the cloud for
the transmission and storage of data, such information becomes more susceptible to incursion by hackers and other parties intent on stealing
or destroying data on which we or our customers rely. We face an evolving landscape of cybersecurity threats in which hackers use a complex
array of means to perpetrate cyber-attacks, including the use of stolen access credentials, malware, ransomware, phishing, structured
query language injection attacks, and distributed denial-of-service attacks, among other means. These cybersecurity incidents have increased
in number and severity and it is expected that these trends will continue. Should we be affected by such an incident, we may incur substantial
costs and suffer other negative consequences, which may include:

 Remediation
 costs, such as liability for stolen assets or information, repairs of system damage, and incentives to customers or business partners
 in an effort to maintain relationships after an attack;

 Increased
 cybersecurity protection costs, which may include the costs of making organizational changes, deploying additional personnel and
 protection technologies, training employees, and engaging third party experts and consultants;

 Lost
 revenues resulting from the unauthorized use of proprietary information or the failure to retain or attract customers following an
 attack;

 Litigation
 and legal risks, including regulatory actions by state and federal regulators; and

 Loss
 of reputation.

 Increasingly,
intruders attempt to steal significant amounts of data, including personally identifiable data and either hold such data for ransom or
release it onto the internet, exposing our clients to financial or other harm and thereby significantly increasing our liability in such
cases. Our regulators have introduced programs to review our protections against such incidents which, if they determined that our systems
do not reasonably protect our clients' assets and their data, could result in enforcement activity and sanctions.

 We
have and continue to introduce systems and software to prevent any such incidents and review and increase our defenses to such issues
through the use of various services, programs and outside vendors. We contract cybersecurity consultants and also review and revise our
cybersecurity policy to ensure that it remains up to date. In the event that we experience a material cybersecurity incident or identify
a material cybersecurity threat, we will make all reasonable efforts to properly disclose it in a timely fashion. It is impossible, however,
for us to know when or if such incidents may arise or the business impact of any such incident.

 As
a result of such risks, we have and are likely to incur significant costs in preparing our infrastructure and maintaining it to resist
any such attacks.

 Rapid
market or technological changes may render our technology obsolete or decrease the attractiveness of our products and services to our
clients.

 We
must continue to enhance and improve our technology services. The social media creator monetization industry is characterized by significant
structural changes, increasingly complex systems and infrastructures, changes in clients' needs and preferences, and new business
models. If new industry standards and practices emerge and our competitors release new technology before us, our existing technology
may become obsolete or our existing business may be harmed.

 Our
future success will depend on our ability to:

 Enhance
 our existing products and services;

 Develop
 and/or license new products and technologies that address the increasingly sophisticated and varied needs of our clients and prospective
 clients;

 Continue
 to attract highly-skilled technology personnel; and

 Respond
 to technological advances and emerging industry standards and practices on a cost-effective and timely basis.

 Developing
our HoneyDrip.com creator monetization platform and other technology entails significant technical and business risks.
We may use new technologies ineffectively or we may fail to adapt our electronic trading platform, information databases and network
infrastructure to client requirements or emerging industry standards. If we face material delays in introducing new services,
products and enhancements, our clients may forego the use of our products and use those of our competitors.

 Further,
the adoption of new internet, networking or telecommunications technologies may require us to devote substantial resources to modify
and adapt our services. We cannot assure that we will be able to successfully implement new technologies or adapt our proprietary technology
and transaction-processing systems to client requirements or emerging industry standards. We cannot assure that we will be able to respond
in a timely manner to changing market conditions or client requirements.

 ITEM
1B. UNRESOLVED STAFF COMMENTS

 None.

 ITEM
1C. CYBERSECURITY

 Risk
management and strategy

Media Group, Inc., recognizes the critical importance of developing, implementing, and maintaining robust cybersecurity measures to safeguard
our information systems and protect the confidentiality, integrity, and availability of our data.

 Managing
Material Risks & Integrated Overall Risk Management

 We
have strategically integrated cybersecurity risk management into our broader risk management framework to promote a company-wide culture
of cybersecurity risk management. This integration ensures that cybersecurity considerations are an integral part of our decision-making
processes at every level. Our risk management team works closely with our IT department to continuously evaluate and address
cybersecurity risks in alignment with our business objectives and operational needs.

 Engage
Third-parties on Risk Management

 Because
we recognizing the complexity and evolving nature of cybersecurity threats we engage with a range of external experts, including cybersecurity
assessors and consultants in evaluating and testing our risk management systems. These partnerships enable us to leverage specialized
knowledge and insights, ensuring our cybersecurity strategies and processes remain at the forefront of industry best practices. Our collaboration
with these third-parties includes regular meetings, threat assessments, and consultation on security enhancements.

 Oversee
Third-party Risk

 Because
we are aware of the risks associated with third-party service providers, we implement stringent processes to oversee and manage these
risks. We conduct thorough security assessments of all third-party providers before engagement and maintain ongoing monitoring to ensure
compliance with our cybersecurity standards. The monitoring includes quarterly assessments by our Chief Executive Officer ("CEO")
 and on an ongoing basis by our security engineers. This approach is designed to mitigate risks related to data breaches or
other security incidents originating from third-parties.

 Risks
from Cybersecurity Threats

 We
have not encountered cybersecurity challenges that have materially impaired our operations or financial standing.

 Governance

 The
Board of Directors is acutely aware of the critical nature of managing risks associated with cybersecurity threats. The Board has established
robust oversight mechanisms to ensure effective governance in managing risks associated with cybersecurity threats because we recognize
the significance of these threats to our operational integrity and stakeholder confidence,

 Board
of Directors Oversight

 The
CEO, along with the Board, are tasked with oversight of cybersecurity risks and bear the primary responsibility for this domain.

 Management's
Role Managing Risk

 The
Chief Executive Officer ("CEO") plays a pivotal role in informing the Audit Committee on cybersecurity risks. They provide
comprehensive briefings to the Audit Committee on a regular basis, with a minimum frequency of once per year. These briefings encompass
a broad range of topics, including:

 Current
 cybersecurity landscape and emerging threats;

 Status
 of ongoing cybersecurity initiatives and strategies;

 Incident
 reports and learnings from any cybersecurity events; and

 Compliance
 with regulatory requirements and industry standards.

 In
addition to our scheduled meetings, the Audit Committee and CEO maintain an ongoing dialogue regarding emerging or potential cybersecurity
risks. Together, they receive updates on any significant developments in the cybersecurity domain, ensuring the Board's oversight
is proactive and responsive. The Audit Committee actively participates in strategic decisions related to cybersecurity, offering guidance
and approval for major initiatives. This involvement ensures that cybersecurity considerations are integrated into the broader strategic
objectives of Clubhouse Media Group, Inc. The Audit Committee conducts an annual review of the company's cybersecurity posture
and the effectiveness of its risk management strategies. This review helps in identifying areas for improvement and ensuring the alignment
of cybersecurity efforts with the overall risk management framework.

 Risk
Management Personnel

 Primary
responsibility for assessing, monitoring and managing our cybersecurity risks rests with the CEO, Mr. Ben-Yohanan. With over 10 years
of experience in the field of corporate auditing, Mr. Ben-Yohanan brings a wealth of expertise to his role. His background includes extensive
experience as a corporate auditor for Fortune 500 firms. His in-depth knowledge and experience are instrumental in developing and executing
our cybersecurity strategies. Our CEO oversees our governance programs, tests our compliance with standards, remediates known risks,
and interacts directly with our external cybersecurity experts.

 Monitor
Cybersecurity Incidents

 The
CEO is continually informed about the latest developments in cybersecurity, including potential threats and innovative risk management
techniques. This ongoing knowledge acquisition is crucial for the effective prevention, detection, mitigation, and remediation of cybersecurity
incidents. The CEO, with the help of external consultants, implements and oversees processes for the regular monitoring of our information
systems. This includes the deployment of advanced security measures and regular system checks to identify potential vulnerabilities.
In the event of a cybersecurity incident, the CEO is equipped with a well-defined incident response plan. This plan includes immediate
actions to mitigate the impact and long-term strategies for remediation and prevention of future incidents.

 Reporting
to Board of Directors

 The
CEO, in his capacity, regularly informs the Chief Financial Officer (CFO) and Board of Directors of all aspects related to cybersecurity
risks and incidents. This ensures that the highest levels of management are kept abreast of the cybersecurity posture and potential risks
facing the Company. Furthermore, significant cybersecurity matters, and strategic risk management decisions are escalated to the Board
of Directors, ensuring that they have comprehensive oversight and can provide guidance on critical cybersecurity issues.

 ITEM
2. PROPERTIES

 We
currently maintain our executive offices at 3651 Lindell Road, D517, Las Vegas, Nevada 89103. There is no physical office space here,
and this address is mainly used as a mailing address and call center. We pay a fee of $79 per month for the use of this headquarters.
We consider our current office space adequate for our current operations.

 Our
management generally works out of 201 Santa Monica Blvd., Suite 30, Santa Monica, CA 90401, which is WOHG's headquarters. We believe
that these facilities are adequate to support the Company's existing operations and that we will be able to obtain appropriate
additional facilities or alternative facilities on commercially reasonable terms if and when necessary. We do not have a formal lease
pursuant to which it uses these offices, and does not have a monthly rent obligation for use of these premises.

 ITEM
3. LEGAL PROCEEDINGS

 From
time to time, we are involved in various claims and legal actions arising in the ordinary course of business. To the knowledge of our
management, there are no legal proceedings currently pending against us which we believe would have a material effect on our business,
financial position or results of operations and, to the best of our knowledge, there are no such legal proceedings contemplated or threatened.

 ITEM
4. MINE SAFETY DISCLOSURES

 Not

 PART
II

 ITEM
5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 Market
Information

 Our
common stock trades on the OTC Pink tier of OTC Market Group LLC's Marketplace under the symbol "CMGR." Prior to January
20, 2021, our common stock publicly traded on the OTC Pink tier of OTC Market Group LLC under the symbol "TONJ." On January
20, 2021, we changed the symbol of our common stock from "TONJ" to "CMGR," in conjunction with our name change
from "Tongji Healthcare Group, Inc." to "Clubhouse Media Group, Inc."

 The
OTC Market is a network of security dealers who buy and sell stock. The dealers are connected by a computer network that provides information
on current "bids" and "asks," as well as volume information. The trading of securities on the OTC Pink is often
sporadic and investors may have difficulty buying and selling our shares or obtaining market quotations for them, which may have a negative
effect on the market price of our common stock. The closing price of our common stock on the OTC Pink on February 1, 2024 was $0.0001.

 The
following table sets forth, for the periods indicated the high and low bid quotations for our common stock. These quotations represent
inter-dealer quotations, without adjustment for retail markup, markdown, or commission and may not represent actual transactions.

 Fiscal Year 2024

 High

 Low

 First Quarter (January 1, 2024 – March 31, 2024)

 $
 0.0003

 $

 Fiscal Year 2023

 High

 Low

 First Quarter (January 1, 2023 – March 31, 2023)

 $
 0.0004

 $

 Second Quarter (April 1, 2023 – June 30, 2023)

 $
 0.0002

 $

 Third Quarter (July 1, 2023 – September 30, 2023)

 $
 0.0003

 $

 Fourth Quarter (October 2023 – December 31, 2023)

 $
 0.0003

 $

 Fiscal Year 2022

 High

 Low

 First Quarter (January 1, 2022 – March 31, 2022)

 $
 0.20

 $
 0.02

 Second Quarter (April 1, 2022 – June 30, 2022)

 $
 0.03

 $
 0.003

 Third Quarter (July 1, 2022 – September 30, 2022)

 $
 0.004

 $
 0.0005

 Fourth Quarter (October 2022 – December 31, 2022)

 $
 0.0006

 $
 0.0002

 *Through
February 1, 2024.

 Holders

 As
of March [.], 2024, there were 16,372,179,486 shares of common stock issued and outstanding, and we had approximately 452 holders of
record of our common stock.

 Securities
Authorized for Issuance Under Equity Compensation Plans

 None.

 Recent
Sales of Unregistered Securities

 As
of December 31, 2023 and 2022, the Company had 25,000,000,000 shares of common stock authorized with a par value of $0.000001. There
were 16,372,179,486 and 6,830,378,163 shares issued and outstanding at December 31, 2023 and 2022, respectively.

 For
the year ended December 31, 2023, the Company issued 2,105,949,128 shares to settle a conversion of $29,840 of convertible promissory
note principal and accrued interest.

 For
the year ended December 31, 2023, the Company issued 5,987,500,000 shares for debt exchange in amount of $1,197,501 to Amir Ben-Yohanan
non-interest loan to the Company.

 For
the year ended December 31, 2023, the Company issued 1,448,352,195 shares for services provided by directors.

 For
the year ended December 31, 2022, the Company issued 41,326,170 shares to consultants and directors at fair value of $243,913.

 For
the year ended December 31, 2022, the Company issued 6,631,647,072 shares to settle a conversion of $5,066,206 of convertible promissory
note principal and accrued interest and a reclass of derivative liability of $2,332,225.

 For
the year ended December 31, 2022, the Company received net proceeds of $525,258 in connection with the ELOC.

 For
the year ended December 31, 2022, the Company issued 6,752,850 shares to settle shares to be issued – liabilities at fair value
of $717,260.

 For
the year ended December 31, 2022, the Company issued 1,705,000 shares as debt issuance costs for convertible notes payable at fair value
of $34,655.

 For
the year ended December 31, 2022, the Company issued 2,820,000 shares for cash of $71,000.

 The
above issuances were made pursuant to an exemption from registration as set forth in 506 of Regulation D and Section 4(a)(2) of the Securities
Act.

 Purchases
of Equity Securities by the Issuer and Affiliated Purchasers

 None.

 Transfer
Agent and Registrar

 The
Company's transfer agent is Empire Stock Transfer, located at 1859 Whitney Mesa Drive, Henderson, NV 89014.

 ITEM
6. RESERVED

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

 Special
Note Regarding Forward-Looking Statements

 All
statements other than statements of historical fact included in this annual report, including, without limitation, statements under "Management's
Discussion and Analysis of Financial Condition and Results of Operations" regarding the Company's financial position, business
strategy and the plans and objectives of management for future operations, are forward-looking statements. When used in this annual report,
words such as "anticipate," "believe," "estimate," "expect," "intend" and
similar expressions, as they relate to us or the Company's management, identify forward-looking statements. Such forward-looking
statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company's
management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors
detailed in our filings with the SEC.

 The
following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial
statements and the notes thereto contained elsewhere in this annual report. Certain information contained in the discussion and analysis
set forth below includes forward-looking statements that involve risks and uncertainties.

 Overview

 We are a social media firm. Our Company has recently ceased its operations in the agency and brand deal business
to instead focus our efforts and resources on growing our wholly owned, creator monetization platform, HoneyDrip.com.

 Through our subsidiary, West of Hudson Group, Inc. ("WOHG"), we currently generate revenues primarily
through WOH Brands, LLC ("WOH Brands"), a 100% wholly owned subsidiary of WOHG, which operates Honeydrip.com, a
new digital platform with a focus on the empowerment of creators. The site allows creators to connect with fans and sell exclusive photo
and video content. The Company previously generated revenue through The Reiman Agency, a 51% majority held joint venture which
brokered brand promotional deals between brands and talent, but has since discontinued these operations.

 Recent
Developments

 Note
payable – Amir without interest

 For
the years ended December 31, 2023 and 2022, the Company borrowed $1,393,000 and $1,106,500, respectively, from Amir. The Company, also,
made payments of $396,667 and settled of $105,823 with issuance in common stock shares towards the note payable as of December 31, 2023.
The note is due on demand and has no interest. The note payable is included with discontinued operations on the balance sheets.

the year ended December 31, 2023, Mr. Ben-Yohanan entered into an agreement with the Company to forgive all prior accrued and unpaid
wages amounting to $885,000 as of September 30, 2023 and agreed to forego any wages until further notification to the Company. The forgiven
accrued and unpaid wages were recorded as a charge to additional paid in capital.

 Results
of Operations

 For
the Year Ended December 31, 2023 Compared to the Year Ended December 31, 2022

 Net

 Net
revenue was $1,495,145 for the year ended December 31, 2023, compared to net revenue of $1,018,342 for the year ended December 31, 2022.
The increase of $476,803 was the result of the shift away from the agency and brand promotional business platform Honeydrip.com.

 Cost
of Goods Sold

 Cost
of goods sold was $971,470 for the year ended December 31, 2023, compared to cost of goods sold of $775,317 for the year ended December
31, 2022. The increase of $196,153 was due to higher sales volume from platform Honeydrip.com which in turn resulted in more commission
due to content creators.

 Gross
Profit

 Gross
profit was $523,675 for the year ended December 31, 2023, compared to gross profit of $243,025 for the year ended December 31, 2022.
The gross profit percentage was 26% for the year ended December 31, 2023, compared to 24% for the year ended December 31, 2022. The increase
is because the Company has shifted away from the brand deals and focused on platform Honeydrip.com.

Expenses

expenses for the year ended December 31, 2023, were $1,285,182, compared to $2,042,205 for the year ended December 31, 2022. The variances
were as follows: (i) decrease in professional and consultant fees of $571,863; (ii) a decrease in sales and marketing expenses of $11,942;
(iii) a decrease of payroll of $313,482; (iv) an increase in other selling, general, and administrative expense of $140,264. The overall
decrease in total operating expenses resulted from a decrease in the stock compensation to consultants and salaries and wages and increase
in advertising expenses to the Company.

 Other
(Income) Expenses

 Other
(income) expenses for the year ended December 31, 2023, were $1,235,838, as compared to $4,559,876 for the year ended December 31, 2022.
Other (income) expenses for the year ended December 31, 2023, included (i) change in fair value derivative liability of $335,722; (ii)
interest expense of $750,212 (iii) noncash amortization of debt discounts of $140,144 (iv) gain on conversion of debt of $261,797; (v)
gain on debt settlement $15,269 and (vi) noncash impairment of intangible of $286,826. Other expenses for the year ended December 31,
2022 included (i) change in fair value derivative liability of $166,309; (ii) interest expense of $1,459,053; (iii) noncash amortization
of debt discounts of $2,415,346; and (iv) loss in extinguishment of debt of $1,190,809; and (v) noncash excess derivatives of $758,265
and offset by $1,429,906 gain in debt settlement from reduction of principal balance by a convertible debt holder.

 Net
Loss from Continuing Operations

 Net
loss for the year ended December 31, 2023 was $1,997,345, compared to $6,359,056, for the year ended December 31, 2022.

 Net
Loss from Discontinued Operations

 Net
loss for the year ended December 31, 2023 was $442,850, compared to $1,166,675, for the year ended December 31, 2022.

 Liquidity
and Capital Resources

Activities

 Net
cash used in operating activities for the year ended December 31, 2023, was $581,140. This amount was primarily related to a net loss
from operations of $(1,997,345), offset by (i) a net working capital increase of $582,272; (ii) non-cash expenses of $833,933 including
(a) amortization of $125,545; (b) stock-based compensation of $299,999; (c) change in fair value of derivative liability of $335,722;
(d) impairment of intangible of $286,826; and (e) interest expense – amortization of debt discount of $140,114; (f) discontinued
operations of $77,237, and offset by gain on conversion of debt of $261,797 and gain in debt settlement of $15,268.

 Investment
Activities

 Net
cash used in investing activities for the year ended December 31, 2023, was $80,761 compared to $389,985 for the year ended December
31, 2022.

 Financing
Activities

 Net
cash provided by financing activities for the year ended December 31, 2023, was $729,395. The amount was related to borrowings from related
party of $1,393,000 included with discontinued operations and offset by repayment to related party included with discontinued operations
and convertible notes payable of $396,667 and $266,938, respectively. Net cash provided by financing
activities for the year ended December 31, 2022 was
$2,077,053.

 Impact
of COVID-19 on the Company

 Due
to the digital/remote nature of the Company's business, COVID-19 has had, and is expected to have, only a limited effect on the
Company's operations.

 Going
Concern

 The
Company adopted the Financial Accounting Standards Board's ("FASB") Accounting Standard Codification ("ASC")
Topic 205-40, Presentation of Financial Statements – Going Concern, which requires that management evaluate whether there are relevant
conditions and events that, in the aggregate, raise substantial doubt about the entity's ability to continue as a going concern
and to meet its obligations as they become due within one year after the date that the financial statements are issued.

 The
accompanying consolidated financial statements have been prepared assuming that we will continue as a going concern. While the Company
is attempting to generate additional revenues, the Company's cash position may not be significant enough to support the Company's
daily operations. Management intends to raise additional funds by way of a public or private offering. Management believes that the actions
presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue
as a going concern. While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional
funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company's
ability to further implement its business plan and generate revenues. The Company will require additional cash funding to fund operations.
Therefore, the Company concluded there was substantial doubt about the Company's ability to continue as a going concern.

 To
fund further operations, the Company will need to raise additional capital. The Company may obtain additional financing in the future
through the issuance of its common stock, or through other equity or debt financings. The Company's ability to continue as a going
concern or meet the minimum liquidity requirements in the future is dependent on its ability to raise significant additional capital,
of which there can be no assurance. If the necessary financing is not obtained or achieved, the Company will likely be required to reduce
its planned expenditures, which could have an adverse impact on the results of operations, financial condition and the Company's
ability to achieve its strategic objective. There can be no assurance that financing will be available on acceptable terms, or at all.
The financial statements contain no adjustments for the outcome of these uncertainties. These factors raise substantial doubt about the
Company's ability to continue as a going concern and have a material adverse effect on the Company's future financial results,
financial position and cash flows.

 Equity
Purchase Agreement and Registration Rights Agreement

 On
November 2, 2021, the Company entered into an Equity Purchase Agreement and Registration Rights Agreement (the "Registration Rights
Agreement") with Peak One Opportunity Fund, L.P. ("Peak One"), dated as of October 29, 2021, pursuant to which the
Company has the right, but not the obligation, to direct Peak One to purchase up to $15,000,000 (the "Maximum Commitment Amount")
in shares of the Company's common stock in multiple tranches (the "Put Shares"). Further, under the Equity Purchase
Agreement and subject to the Maximum Commitment Amount, the Company has the right, but not the obligation, to submit a Put Notice (as
defined in the Equity Purchase Agreement) from time to time to Peak One (i) in a minimum amount not less than $20,000 and (ii) in a maximum
amount up to the lesser of (a) $400,000 or (b) 250% of the Average Daily Trading Value (as defined in the Equity Purchase Agreement).

 In
exchange for Peak One entering into the Equity Purchase Agreement, the Company agreed, among other things, to (A) issue Peak One and
Peak One Investments, LLC, an aggregate of 70,000 shares of common stock (the "Commitment Shares"), and (B) file a
registration statement registering the common stock issued as Commitment Shares and issuable to Peak One under the Equity Purchase Agreement
for resale (the "Registration Statement") with the SEC within 60 calendar days of the Equity Purchase Agreement, as more
specifically set forth in the Registration Rights Agreement.

 The
obligation of Peak One to purchase the Company's common stock begins on the date of the Equity Purchase Agreement, and ends on
the earlier of (i) the date on which Peak One has purchased common stock pursuant to the Equity Purchase Agreement equal to the Maximum
Commitment Amount, (ii) 24 months after the date of the Equity Purchase Agreement, (iii) written notice of termination by the Company
to Peak One (which shall not occur during any Valuation Period or at any time that Peak One holds any of the Put Shares), (iv) the Registration
Statement is no longer effective after the initial effective date of the Registration Statement, or (v) the date that the Company commences
a voluntary case or any person commences a proceeding against the Company, a custodian is appointed for the Company or for all or substantially
all of its property or the Company makes a general assignment for the benefit of its creditors (the "Commitment Period").

the Commitment Period, the purchase price to be paid by Peak One for the common stock under the Equity Purchase Agreement shall be 95%
of the Market Price, which is defined as the lesser of the (i) closing bid price of the common stock on the trading day immediately preceding
the respective Put Date (as defined in the Equity Purchase Agreement), or (ii) lowest closing bid price of the common stock during the
Valuation Period (as defined in the Equity Purchase Agreement), in each case as reported by Bloomberg Finance L.P or other reputable
source designated by Peak One.

 The
number of Put Shares to be purchased by Peak One shall not exceed the number of such shares that, when aggregated with all other shares
of common stock then owned by Peak One beneficially or deemed beneficially owned by Peak One, would result in Peak One owning more than
4.99% of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable
pursuant to a Put Notice.

 In
accordance with that certain Registration Rights Agreement, the Selling Securityholders are entitled to certain rights with respect to
the registration of the Put Shares and Commitment Shares issued in connection with the Equity Purchase Agreement (the "Registrable
Securities"). Pursuant to the Registration Rights Agreement, the Company must (i) file the Registration Statement within 60 calendar
days from the date of the Registration Rights Agreement, (ii) use reasonable efforts to cause the Registration Statement to be declared
effective under the Securities Act of 1933, as amended (the "Securities Act"), as promptly as possible after the filing thereof,
but in any event no later than the 90th calendar day following the date of the Registration Rights Agreement, and (iii) use its reasonable
efforts to keep such Registration Statement continuously effective under the Securities Act until all of the Commitment Shares and Purchase
Shares have been sold thereunder or pursuant to Rule 144. The Company must also take such action as is necessary to register and/or qualify
the Registrable Securities under such other securities or blue sky laws of all applicable jurisdictions in the United States.

Promissory Notes

 The
Company did not enter into convertible promissory notes during the year ending December 31, 2023. All outstanding convertible notes at
December 31, 2023 are discussed at the related footnote, see footnote #8 in the notes to the consolidated financial statements.

 Off-Balance
Sheet Arrangements

 As
of December 31, 2023, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated
under the Securities Act reasonably likely to have a material effect on our financial condition.

Accounting Policies and Estimates

 Use
of Estimates

 In
preparing the consolidated financial statements in conformity with accounting principles generally accepted in the United States ("GAAP"),
management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets
and liabilities as of the dates of the consolidated financial statements, as well as the reported amounts of revenues and expenses during
the reporting period. Significant estimates and assumptions made by management include, but are not limited to, revenue recognition,
the allowance for bad debt, useful life of fixed assets, income taxes and unrecognized tax benefits, valuation allowance for deferred
tax assets, and assumptions used in assessing impairment of long-lived assets. Actual results could differ from those estimates.

Receivable

 The
Company's accounts receivable arises from providing services. The Company does not adjust its receivables for the effects of a
significant financing component at contract inception if it expects to collect the receivables in one year or less from the time of sale.
The Company does not expect to collect receivables greater than one year from the time of sale.

 The
Company's policy is to maintain an allowance for potential credit losses on accounts receivable. Management reviews the composition
of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends
and changes in customer payment patterns to evaluate the adequacy of these reserves. Amounts determined to be uncollectible are charged
or written-off against the reserve. As of December 31, 2023, and December 31, 2022, there were $79 and $0, respectively, for bad debt
allowance for accounts receivable.

 As
of December 31, 2023, and December 31, 2022, there were $2,956 and $0, respectively, for bad debt allowance for accounts receivable included
with discontinued operations on balance sheets.

Recognition

 In
May 2014, the FASB issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606),
which supersedes all existing revenue recognition requirements, including most industry specific guidance. This new standard requires
a company to recognize revenues when it transfers goods or services to customers in an amount that reflects the consideration that the
Company expects to receive for those goods or services. The FASB subsequently issued the following amendments to ASU No. 2014-09 that
have the same effective date and transition date: ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus
Agent Considerations; ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing;
ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients; and ASU No. 2016-20,
Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers. The Company adopted these amendments with
ASU 2014-09 (collectively, the "New Revenue Standards").

 Under
the New Revenue Standards, the Company recognizes revenues when its customer obtains control of promised goods or services, in an amount
that reflects the consideration which it expects to receive in exchange for those goods.

 The
Company recognizes revenues following the five-step model prescribed under ASU No. 2014-09: (i) identify contract(s) with a customer;
(ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price
to the performance obligations in the contract; and (v) recognize revenues when (or as) we satisfy the performance obligation. The Company
recognized revenue from providing temporary and permanent staffing solutions and sale of consumer products.

 Managed
Services Revenue

 The
Company generates revenue from its managed services when a marketer (typically a brand, agency or partner) pays the Company to provide
custom content, influencer marketing, amplification or other campaign management services ("Managed Services").

 The
Company maintains separate arrangements with each marketer and content creator either in the form of a master agreement or terms of service,
which specify the terms of the relationship and access to its platforms, or by statement of work, which specifies the price and the services
to be performed, along with other terms. The transaction price is determined based on the fixed fee stated in the statement of work and
does not contain variable consideration. Marketers who contract with the Company to manage their advertising campaigns or custom content
requests may prepay for services or request credit terms. The agreement typically provides for either a non-refundable deposit, or a
cancellation fee if the agreement is canceled by the customer prior to completion of services. Billings in advance of completed services
are recorded as a contract liability until earned. The Company assesses collectability based on a number of factors, including the creditworthiness
of the customer and payment and transaction history.

 For
Managed Services Revenue, the Company enters into an agreement to provide services that may include multiple distinct performance obligations
in the form of: (i) an integrated marketing campaign to provide influencer marketing services, which may include the provision of blogs,
tweets, photos or videos shared through social network offerings and content promotion, such as click-through advertisements appearing
in websites and social media channels; and (ii) custom content items, such as a research or news article, informational material or videos.
Marketers typically purchase influencer marketing services for the purpose of providing public awareness or advertising buzz regarding
the marketer's brand and they purchase custom content for internal and external use. The Company may provide one type or a combination
of all types of these performance obligations on a statement of work for a lump sum fee. The Company allocates revenue to each performance
obligation in the contract at inception based on its relative standalone selling price. These performance obligations are to be provided
over a stated period that generally ranges from one day to one year. Revenue is accounted for when the performance obligation has been
satisfied depending on the type of service provided. The Company views its obligation to deliver influencer marketing services, including
management services, as a single performance obligation that is satisfied at the time the customer receives the benefits from the services.

 Based
on the Company's evaluations, revenue from Managed Services is reported on a gross basis because the Company has the primary obligation
to fulfill the performance obligations and it creates, reviews and controls the services. The Company takes on the risk of payment to
any third-party creators and it establishes the contract price directly with its customers based on the services requested in the statement
of work. The contract liabilities as of December 31, 2023, and December 31, 2022 was $0 and $27,500, respectively, and included with
discontinued operations on balance sheets.

 Subscription-Based

 The
Company recognizes subscription-based revenue through its social media website at Honeydrip.com, which allow customers to visit the creators
personal page over the contract period without taking possession of the products or deliverables, are provided on either a subscription
or consumption basis. Revenue provided on a subscription basis is recognized ratably over the contract period and revenue provided on
a consumption basis is recognized when the subscriber paid and received their access to the content. Previously, the Company reported
the subscription-based revenue on a net basis since the Company is acting as an agent solely arranging for the third-party creator or
influencer to provide the services directly to the self-service customer through the platform or by posting the requested content. In
April 2022, the Company determined it would recognize subscription-based revenue on a gross basis because the Company has control of
the services before they are transferred to the end customer. The Company provided services such as online chat and other services directly
with the end customers by the Company's internal team. Also, the Company establishes the price on behalf of the content creators
pursuant to the terms of the relevant agreements between the Company and the respective content creators. In addition, the Company has
sole power to change the price based on the market. These are good indicators that the Company controls the specified goods or services
before they are transferred to the customer.

 Software
Development Costs

 We
apply ASC 350-40, Intangibles—Goodwill and Other—Internal Use Software, in review of certain system projects. These system
projects generally relate to software we do not intend to sell or otherwise market. In addition, we apply this guidance to our review
of development projects related to software used exclusively for our SaaS subscription offerings. In these reviews, all costs incurred
during the preliminary project stages are expensed as incurred. Once the projects have been committed to and it is probable that the
projects will meet functional requirements, costs are capitalized. These capitalized software costs are amortized on a project-by-project
basis over the expected economic life of the underlying product on a straight-line basis, which is five years. Amortization commences
when the software is available for its intended use. Amounts capitalized related to development of internal use software are included
in property and equipment, net, on our Consolidated Balance sheets and related depreciation is recorded as a component of amortization
of intangible assets and depreciation in our consolidated statements of operations. During the year ended December 31, 2023, and 2022,
we capitalized approximately $80,760 and $384,985, respectively, related to internal use software and recorded $125,545 and $65,286 in
related amortization expense, respectively. Unamortized costs of capitalized internal use software totaled $445,582 and $777,192 as of
December 31, 2023 and 2022, respectively.

 Impairment
of Long-Lived Assets

 Long-lived
assets, which include property, plant and equipment and intangible assets, are reviewed for impairment whenever events or changes in
circumstances indicate the carrying amount of an asset may not be recoverable.

 Recoverability
of long-lived assets to be held and used is measured by comparing the carrying amount of an asset to the estimated undiscounted future
cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows,
an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the assets. Fair
value is generally determined using the asset's expected future discounted cash flows or market value, if readily determinable.
Based on its review, the Company believes that, as of December 31, 2023 and 2022, there was no impairment loss of its long-lived assets.

Taxes

 The
Company accounts for income taxes using the asset and liability approach that requires the recognition of deferred tax assets and liabilities
for the expected future tax consequences of events that have been recognized in the Company's financial statements or tax returns.
In estimating future tax consequences, the Company generally considers all expected future events other than enactments of changes in
the tax law. For deferred tax assets, management evaluates the probability of realizing the future benefits of such assets. The Company
establishes valuation allowances for its deferred tax assets when evidence suggests it is unlikely that the assets will be fully realized.

 The
Company recognizes the tax effects of an uncertain tax position only if it is more likely than not to be sustained based solely on its
technical merits as of the reporting date and then only in an amount more likely than not to be sustained upon review by the tax authorities.
Income tax positions that previously failed to meet the more likely than not threshold are recognized in the first subsequent financial
reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more likely than not threshold
are derecognized in the first subsequent financial reporting period in which that threshold is no longer met. The Company classifies
potential accrued interest and penalties related to unrecognized tax benefits within the accompanying consolidated statements of operations
and comprehensive income (loss) as income tax expense.

 Fair
Value of Financial Instruments

 The
carrying value of cash, accounts receivable, other receivable, note receivable, other current assets, accounts payable, and accrued expenses,
if applicable, approximate their fair values based on the short-term maturity of these instruments. The carrying amounts of debt were
also estimated to approximate fair value.

 The
Company utilizes the methods of fair value ("FV") measurement as described in ASC 820 to value its financial assets and liabilities.
As defined in ASC 820, FV is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date. In order to increase consistency and comparability in FV measurements,
ASC 820 establishes a FV hierarchy that prioritizes observable and unobservable inputs used to measure FV into three broad levels, which
are described below:

 Level
1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The FV hierarchy
gives the highest priority to Level 1 inputs.

 Level
2: Observable prices that are based on inputs not quoted on active markets, but corroborated by market data.

 Level
3: Unobservable inputs are used when little or no market data is available. The FV hierarchy gives the lowest priority to Level 3 inputs.

 The
Company used Level 3 inputs for its valuation methodology for the derivative liabilities for conversion feature of the convertible notes
in determining the fair value the weighted-average Binomial option pricing model following assumption inputs. The fair value of derivative
liability as of December 31, 2023 and 2022 was $873,913 and $799,988, respectively.

 Stock-based
Compensation

 Stock-based
compensation cost to employees is measured at the date of grant, based on the calculated fair value of the stock-based award, and will
be recognized as expense over the employee's requisite service period (generally the vesting period of the award). Share-based
compensation awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the
fair value of the share-based payment, whichever is more readily determinable.

Instruments

 The
fair value of derivative instruments is recorded and shown separately under liabilities. Changes in the fair value of derivatives liability
are recorded in the consolidated statement of operations under other (income) expense.

 Our
Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify
as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially
recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated
statements of operations. For stock-based derivative financial instruments, the Company uses binomial option-pricing model to value the
derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether
such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument
liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative
instrument could be required within 12 months of the balance sheet date.

 In
August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Topic 470) and Derivatives and Hedging-Contracts
in Entity's Own Equity (Topic 815): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity ("ASU
2020-06"). ASU 2020-06 requires companies to measure conversion of debt into equity that contain derivatives with difference as
a gain or loss. ASU 2020-06 is effective for fiscal years beginning after December 15, 2022, including those interim periods within those
fiscal years. The Company adopted and follows ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity's
Own Equity. Pursuant to ASU 2020-06, the Company recorded gain on conversion of notes payable in the amount of $261,798 included in Gain
(loss) related to debt on Statement of Operations as of December 31, 2023.

 Related
Parties

 The
Company follows subtopic 850-10 of the FASB ASC for the identification of related parties and disclosure of related party transactions.
Pursuant to Section 850-10-20 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 FV option under the FV 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.

 The
financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense
allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the
preparation of financial statements is not required in those statements.

 The
disclosures shall include: a. the nature of the relationship(s) involved; b. a description of the transactions, including transactions
to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other
information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts
of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing
the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet
presented and, if not otherwise apparent, the terms and manner of settlement.

 ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 Not

 ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 Reference
is made to pages F-1 through F-35 comprising a portion of this annual report.

 ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 Not

 ITEM
9A. CONTROLS AND PROCEDURES

 Evaluation
of Disclosure Controls and Procedures

 Disclosure
controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed
under the Exchange Act, such as this quarterly report, is recorded, processed, summarized, and reported within the time period specified
in the SEC's rules and forms. Disclosure controls and procedures are also designed with the objective of ensuring that such information
is accumulated and communicated to our management, including the principal executive officer and principal financial officer, as appropriate
to allow timely decisions regarding required disclosure. Our management, with the participation of our principal executive officer and
principal financial officer (our "Certifying Officers"), evaluated the effectiveness of our disclosure controls and procedures
as of December 31, 2023, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our Certifying Officers concluded
that, as of December 31, 2023, our disclosure controls and procedures were not effective. The ineffectiveness of our disclosure controls
and procedures was due to the existence of material weaknesses identified below.

 We
do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and
procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the
disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there
are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure
controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all
our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain
assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated
goals under all potential future conditions.

 Management's
Report on Internal Control Over Financial Reporting

 Our
management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined under Exchange
Act Rules 13a-15(f) and 14d-14(f). Our internal control over financial reporting is designed 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.

 All
internal control systems, no matter how well designed, have inherent limitations and may not prevent or detect misstatements. Therefore,
even those systems determined to be effective can only provide reasonable assurance with respect to financial reporting reliability and
financial statement preparation and presentation. In addition, projections of any evaluation of effectiveness to future periods are subject
to risk that controls become inadequate because of changes in conditions and that the degree of compliance with the policies or procedures
may deteriorate.

 Management
assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2023. In making the assessment,
management used the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO – 2013) in Internal
Control-Integrated Framework. Based on its assessment, management concluded that, as of December 31, 2023, our Company's internal
control over financial reporting was ineffective.

 Changes
in Internal Control over Financial Reporting

 There
were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange
Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting. As described above, the Company has concluded that the internal control over financial reporting is
ineffective in 2023 because of the material weakness identified by our independent auditor.

 ITEM
9B. OTHER INFORMATION

 Adoption
or Termination of Trading Arrangements by Directors or Officers

the Company's quarterly period ended December 31, 2023, no director or officer (as defined in Exchange Act Rule 16a-1(f)) of the
Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" as
defined in Regulation S-K Item 408.

 Adoption
or Termination of Insider Trading Arrangements and Policies

 On
March 5, 2024, the Board of Directors adopted a Policy on Insider Trading.

 ITEM
9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 Not

 PART
III

 ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 Officers
and Directors

 As
of the date of this annual report, our officers and directors are as follows:

 Name

 Age

 Position

 Amir
 Ben-Yohanan

 Chief
 Executive Officer and Director, Principal Executive Officer and Principal Financial and Accounting Officer

 Scott
 Hoey

 Chief
 Financial Officer

 Tulchin

 Massimiliano
 Musina

 Independent

 Amir
Ben-Yohanan. Amir Ben-Yohanan was appointed as the Company's Chief Executive Officer and as a member of the Company's
Board of Directors on June 18, 2020. Mr. Ben-Yohanan worked for over 15 years for large multinational corporations, such as AT&T
and the Associated Press, as a Senior Director of Finance where he oversaw internal audit, compliance and financial reporting departments.
In 2012, he left a successful career in the corporate world to become an entrepreneur. In August 2015, Mr. Ben-Yohanan founded West of
Hudson Properties, a real estate investment and property management firm headquartered in Hackensack, NJ. West of Hudson Properties currently
owns and manages over $300 million in real estate assets across 95+ multi-family residential properties. More recently, he has expanded
the operation and successfully completes several multi-family ground up construction projects each year in New Jersey and Pennsylvania.

 Mr.
Ben-Yohanan earned his Master's Degree in Finance from the University of Sydney Australia in 1999 and holds an undergraduate degree
in Accounting.

 Scott
Hoey. Scott Hoey was appointed as the Company's Chief Financial Officer on May 27, 2022. Mr. Hoey, age 37, has served as
the Company's Treasurer since May 2021. From June 2018 to April 2021, he served as Vice President of Acquisitions of West of Hudson
Properties. From November 2014 to May 2018, Mr. Hoey served as a Financial Services Representative at TD Bank, N.A. From May 2011 to
October 2014 he served as a Personal Banker at Bank of America, N.A. He earned his Bachelor's Degree in Business Administration
with a concentration in Management and Marketing from Montclair State University.

Tulchin. Mr. Tulchin was appointed as a member of the Company's Board of Directors on August 5, 2020. Mr. Tulchin is an
entertainment lawyer, producer, author, and producer's representative and has been practicing entertainment, transactional, and
labor law since 1978. He is the Chairman, founder and owner of Harris Tulchin & Associates LTD, an international entertainment and
multimedia law firm that provides legal services to its clients in the motion picture, television, music, and multimedia industries.
Mr. Tulchin has served as the Chairman of Harris Tulchin & Associates LTD since his firm's incorporation in 2000 where he has
represented clients in every facet of the entertainment industry, including major film studios, producers, writers, directors, actors,
digital developers, animators, and musicians. Mr. Tulchin has also held numerous senior roles at various other companies in his career,
serving as, among others, Senior Vice President of Business Affairs and General Counsel for Cinema Group, General Counsel and Head of
Business Affairs for KCET Television, Senior Counsel for United Artists, Director of Business Affairs at MGM Television, and Counsel
for Filmways Pictures. He has produced or executive produced over a dozen films, including "To Sleep With Anger" starring
Danny Glover and directed by Charles Burnett, which was admitted into Sundance and Cannes Film Festivals in 1990, and was a winner of
four Independent Spirit Awards. Mr. Tulchin is also the co-author of a book considered a staple of the motion picture industry, entitled:
"The Independent Film Producer's Survival Guide: A Legal and Business Sourcebook", published by Schirmer Press, New
York (2002, 2005, 2010).

 In
addition to serving as Chairman of his law firm, Mr. Tulchin also serves as Chief Legal Adviser and a member of the advisory board of
Cinezen Blockchained Entertainment AB, a Swedish start-up blockchain/cryptocurrency video-on-demand distribution platform with the goal
to revolutionize the existing model of film distribution. He has served in these capacities since the Company's inception in September
2017, and provides guidance on business and legal issues in connection with the Company's operations.

 In
his role as director of the Company, Mr. Tulchin brings a wealth of expertise in both the legal and business aspects of the development,
production, financing and distribution of entertainment product, and the international licensing of content in all media and will provide
valuable guidance to the Company as it endeavors to implement its plan of operations.

 He
is a graduate of Cornell University and UC Hastings College of Law, and was admitted to The State Bar of California in 1979 and the Hawaii
State Bar in 1978. He is presently inactive in Hawaii.

 Massimiliano
Musina. Mr. Musina is a managing partner of Spout, a podcast media company, where he has been since 2020 to the present. He is
also Founder and CEO of The Map Group, a Film and TV production and Financing company, where he has been from 2016 to the present. Mr.
Mussina is also a co-founder of the Podcast and Media company called Gulfstream Studios, where he has been from 2021 to the present.

 Advisory
Board

 On
April 2, 2021, the Company established an advisory board ("Advisory Board") to provide guidance and advice to the directors
and officers of the Company regarding technical and business matters. The advisory board has no voting powers. The advisory board is
made up of two members including Harris Tulchin and Massimiliano Musina.

Tulchin. Mr. Tulchin was appointed as a member of the Company's Board of Directors on August 5, 2020.

 Massimiliano
Musina. On October 12, 2021, the Board appointed Massimiliano Musina to serve as a member of the Company's Board of Directors.

 Number
and Terms of Office of Officers and Directors

 Each
member of our Board of Directors serves for a term ending on the date of the annual meeting of stockholders following the annual meeting
of the stockholders at which such director was elected. Notwithstanding the foregoing, each director shall serve until his or her successor
is elected and qualified or until his or her death, resignation or removal. Our officers are appointed by our Board to a term of one
year and serve until their successors are duly appointed and qualified, or until the officer is removed from office. Our Board has no
nominating, audit or compensation committees.

 Committees
of the Board of Directors

 We
do not have a standing nominating, compensation or audit committee. Rather, our full Board of Directors performs the functions of these
committees. We do not believe it is necessary for our Board of Directors to appoint such committees because the volume of matters that
come before our Board of Directors for consideration permits the directors to give sufficient time and attention to such matters to be
involved in all decision making. Additionally, because our common stock is not listed for trading or quotation on a national securities
exchange, we are not required to have such committees.

Nominations

 Our
full Board of Directors recommends candidates for nomination for election at the annual meeting of the stockholders. We have not formally
established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general,
in identifying and evaluating nominees for director, the Board of Directors considers educational background, diversity of professional
experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best
interests of our stockholders.

 Code
of Ethics

 We
have not yet adopted a code of ethics that applies to all of our employees, officers and directors, including those officers responsible
for financial reporting. We expect that we will adopt a code of ethics in the near future.

Independence

 We
have one independent director (Massimiliano Musina), as such term is defined in the listing standards of The NASDAQ Stock Market, at
this time. The Company is not quoted on any exchange that requires director independence requirements.

 Family
Relationships

 None.

 Involvement
in Certain Legal Proceedings

 No
executive officer, member of the Board of Directors or control person of our Company has been involved in any legal proceeding listed
in Item 401(f) of Regulation S-K in the past 10 years.

 Board
Leadership Structure and Board's Role in Risk Oversight

 We
have not separated the positions of Chairman of the Board and Chief Executive Officer. Amir Ben-Yohanan has served as our Chairman and
Chief Executive Officer since June 30, 2020. We believe that combining the positions of Chairman and Chief Executive Officer allows for
focused leadership of our organization which benefits us in our relationships with investors, customers, suppliers, employees and other
constituencies. We believe that consolidating the leadership of the Company under Mr. Ben-Yohanan is the appropriate leadership structure
for our Company and that any risks inherent in that structure are balanced by the oversight of our other independent directors on our
Board. However, no single leadership model is right for all companies and at all times. The Board recognizes that depending on the circumstances,
other leadership models, such as the appointment of a lead independent director, might be appropriate. Accordingly, the Board may periodically
review its leadership structure. In addition, following the completion of the offering, the Board will hold executive sessions in which
only independent directors are present.

 Our
Board is generally responsible for the oversight of corporate risk in its review and deliberations relating to our activities. Our principal
source of risk falls into two categories, financial and product commercialization. Our Board regularly reviews information regarding
our cash position, liquidity and operations, as well as the risks associated with each. The Board regularly reviews plans, results and
potential risks related to our business. The Board is also expected to oversee risk management as it relates to our compensation plans,
policies and practices for all employees including executives and directors, particularly whether our compensation programs may create
incentives for our employees to take excessive or inappropriate risks which could have a material adverse effect on the Company.

 Limitation
on Liability and Indemnification of Officers and Directors

 Our
Articles of Incorporation provides that our officers and directors will be indemnified by us to the fullest extent authorized by Nevada
law, as it now exists or may in the future be amended. In addition, our articles of incorporation and section 138 of the Nevada Business
Corporation Act provide that our directors will not be personally liable for monetary damages to us for breaches of their fiduciary duty
as directors unless such breach involves intentional misconduct, fraud, or a knowing violation of the law.

 Our
articles of incorporation also permit us to maintain insurance on behalf of any officer, director or employee for any liability arising
out of his or her actions, regardless of whether Delaware law would permit such indemnification. We have purchased a policy of directors'
and officers' liability insurance that insures our officers and directors against the cost of defense, settlement or payment of
a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.

 These
provisions may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. These provisions
also may have the effect of reducing the likelihood of derivative litigation against officers and directors, even though such an action,
if successful, might otherwise benefit us and our stockholders. Furthermore, a stockholder's investment may be adversely affected
to the extent we pay the costs of settlement and damage awards against officers and directors pursuant to these indemnification provisions.

 We
believe that these provisions and the insurance are necessary to attract and retain talented and experienced officers and directors.

 ITEM
11. EXECUTIVE COMPENSATION

 Executive
compensation was paid during the fiscal year ended December 31, 2023 and 2022 to the officers and directors of the Company. The Company
has entered into Employment Agreements, a Consulting Agreement, and Directors Agreements with its officers and directors, as applicable,
as described below.

 The
following table presents information regarding the total compensation earned by our executive officers who were serving as executive
officers as of December 31, 2023 for services rendered in all capacities to us for the years ended December 31, 2023 and 2022.

 Name and
Principal Position

 Year

 Salary
 ($USD)

 Bonus
 ($USD)

 Stock Based
 Awards
 ($USD)

 Others ($USD)

 Total
 ($USD)

 Amir Ben-Yohanan

 2023

 –

 –

 195,251

 –

 195,251

 Chairman of the Board, CEO, Principal Accounting Officer

 2022

 400,000

 –

 100,000

 –

 500,000

 Harris Tulchin

 2023

 –

 –

 130,970

 –

 130,970

 Chief Legal Officer

 2022

 –

 –

 100,000

 –

 100,000

 Scott Hoey

 2023

 120,016

 –

 –

 –

 120,016

 Chief Financial Officer

 2022

 64,615

 –

 –

 –

 64,615

 Employment
Agreements

 See
 Employment Agreements on page 20 and 22 of this annual report.

 2023
Equity Incentive Plan

 On
July 11, 2022, the Board and stockholders holding a majority of the voting power of the Company approved and adopted the Clubhouse Media
Group, Inc. 2023 Equity Incentive Plan (the "2023 Plan").

 A
total of 75,000,000 shares of the Company's common stock are authorized for issuance pursuant to the 2023 Plan.

 Additionally,
if any award issued pursuant to the 2023 Plan expires or becomes unexercisable without having been exercised in full, is surrendered
pursuant to an exchange program, as provided in the 2023 Plan, or, with respect to restricted stock, restricted stock units ("RSUs"),
performance units or performance shares, is forfeited to or repurchased by the Company due to the failure to vest, the unpurchased shares
(or for awards other than stock options or stock appreciation rights the forfeited or repurchased shares) which were subject thereto
will become available for future grant or sale under the 2023 Plan (unless the 2023 Plan has terminated). With respect to stock appreciation
rights, only shares actually issued pursuant to a stock appreciation right will cease to be available under the 2023 Plan; all remaining
shares under stock appreciation rights will remain available for future grant or sale under the 2023 Plan (unless the 2023 Plan has terminated).
Shares that have actually been issued under the 2023 Plan under any award will not be returned to the 2023 Plan and will not become available
for future distribution under the 2023 Plan; provided, however, that if shares issued pursuant to awards of restricted stock, restricted
stock units, performance shares or performance units are repurchased by the Company or are forfeited to the Company due to the failure
to vest, such shares will become available for future grant under the 2023 Plan. Shares used to pay the exercise price of an award or
to satisfy the tax withholdings related to an award will become available for future grant or sale under the 2023 Plan. To the extent
an award under the 2023 Plan is paid out in cash rather than shares, such cash payment will not result in reducing the number of shares
available for issuance under the 2023 Plan.

the foregoing and, subject to adjustment as provided in the 2023 Plan, the maximum number of shares that may be issued upon the exercise
of incentive stock options will equal the aggregate share number stated above, plus, to the extent allowable under Section 422 of the
Internal Revenue Code of 1986, as amended, and regulations promulgated thereunder, any shares that become available for issuance under
the 2023 Plan in accordance with the foregoing.

 Plan
Administration

 The
Board or one or more committees appointed by the Board will administer the 2023 Plan. In addition, if the Company determines it is desirable
to qualify transactions under the 2023 Plan as exempt under Rule 16b-3 of the Securities Exchange Act of 1934, as amended, such transactions
will be structured with the intent that they satisfy the requirements for exemption under Rule 16b-3. Subject to the provisions of the
2023 Plan, the administrator has the power to administer the 2023 Plan and make all determinations deemed necessary or advisable for
administering the 2023 Plan, including the power to determine the fair market value of the Company's common stock, select the service
providers to whom awards may be granted, determine the number of shares covered by each award, approve forms of award agreements for
use under the 2023 Plan, determine the terms and conditions of awards (including the exercise price, the time or times at which the awards
may be exercised, any vesting acceleration or waiver or forfeiture restrictions and any restriction or limitation regarding any award
or the shares relating thereto), construe and interpret the terms of the 2023 Plan and awards granted under it, prescribe, amend and
rescind rules relating to the 2023 Plan, including creating sub-plans and modify or amend each award, including the discretionary authority
to extend the post-termination exercisability period of awards (provided that no option or stock appreciation right will be extended
past its original maximum term), and to allow a participant to defer the receipt of payment of cash or the delivery of shares that would
otherwise be due to such participant under an award. The administrator also has the authority to allow participants the opportunity to
transfer outstanding awards to a financial institution or other person or entity selected by the administrator and to institute an exchange
program by which outstanding awards may be surrendered or cancelled in exchange for awards of the same type which may have a higher or
lower exercise price or different terms, awards of a different type or cash, or by which the exercise price of an outstanding award is
increased or reduced. The administrator's decisions, interpretations and other actions are final and binding on all participants.

 Eligibility

 Awards
under the 2023 Plan, other than incentive stock options, may be granted to employees (including officers) of the Company or a subsidiary,
members of the Company's Board, or consultants engaged to render bona fide services to the Company or a subsidiary. Incentive stock
options may be granted only to employees of the Company or a subsidiary.

 Stock
Options

 Stock
options may be granted under the 2023 Plan. The exercise price of options granted under the 2023 Plan generally must at least be equal
to the fair market value of the Company's common stock on the date of grant. The term of each option will be as stated in the applicable
award agreement; provided, however, that the term may be no more than 10 years from the date of grant. The administrator will determine
the methods of payment of the exercise price of an option, which may include cash, shares or other property acceptable to the administrator,
as well as other types of consideration permitted by applicable law. After the termination of service of an employee, director or consultant,
they may exercise their option for the period of time stated in their option agreement. In the absence of a specified time in an award
agreement, if termination is due to death or disability, the option will remain exercisable for 12 months. In all other cases, in the
absence of a specified time in an award agreement, the option will remain exercisable for three months following the termination of service.
An option may not be exercised later than the expiration of its term. Subject to the provisions of the 2023 Plan, the administrator determines
the other terms of options.

any other provision of the 2023 Plan to the contrary, the aggregate grant date fair value of all awards granted, under the 2023 Plan,
to any director who is not an employee, during any fiscal year of the Company, taken together with any cash compensation paid to such
director during such fiscal year, shall not exceed $300,000.

 Stock
Appreciation Rights

 Stock
appreciation rights may be granted under the 2023 Plan. Stock appreciation rights allow the recipient to receive the appreciation in
the fair market value of the Company's common stock between the exercise date and the date of grant. Stock appreciation rights
may not have a term exceeding 10 years. After the termination of service of an employee, director or consultant, they may exercise their
stock appreciation right for the period of time stated in their stock appreciation right agreement. In the absence of a specified time
in an award agreement, if termination is due to death or disability, the stock appreciation rights will remain exercisable for 12 months.
In all other cases, in the absence of a specified time in an award agreement, the stock appreciation rights will remain exercisable for
three months following the termination of service. However, in no event may a stock appreciation right be exercised later than the expiration
of its term. Subject to the provisions of the 2023 Plan, the administrator determines the other terms of stock appreciation rights, including
when such rights become exercisable and whether to pay any increased appreciation in cash or with shares of the Company's common
stock, or a combination thereof, except that the per share exercise price for the shares to be issued pursuant to the exercise of a stock
appreciation right will be no less than 100% of the fair market value per share on the date of grant.

Stock

stock may be granted under the 2023 Plan. Restricted stock awards are grants of shares of the Company's common stock that vest
in accordance with terms and conditions established by the administrator. The administrator will determine the number of shares of restricted
stock granted to any employee, director or consultant and, subject to the provisions of the 2023 Plan, will determine the terms and conditions
of such awards. The administrator may impose whatever conditions to vesting it determines to be appropriate (for example, the administrator
may set restrictions based on the achievement of specific performance goals or continued service to the Company); provided, however,
that the administrator, in its sole discretion, may accelerate the time at which any restrictions will lapse or be removed. Recipients
of restricted stock awards generally will have voting and dividend rights with respect to such shares upon grant without regard to vesting,
unless the administrator provides otherwise. Shares of restricted stock that do not vest are subject to the Company's right of
repurchase or forfeiture.

Stock Units

 RSUs
may be granted under the 2023 Plan. RSUs are bookkeeping entries representing an amount equal to the fair market value of one share of
the Company's common stock. Subject to the provisions of the 2023 Plan, the administrator determines the terms and conditions of
RSUs, including the vesting criteria and the form and timing of payment. The administrator may set vesting criteria based upon the achievement
of Company-wide, divisional, business unit or individual goals (including continued employment or service), applicable federal or state
securities laws or any other basis determined by the administrator in its discretion. The administrator, in its sole discretion, may
pay earned RSUs in the form of cash, in shares of the Company's common stock or in some combination thereof. Notwithstanding the
foregoing, the administrator, in its sole discretion, may accelerate the time at which any vesting requirements will be deemed satisfied.

Units and Performance Shares

units and performance shares may be granted under the 2023 Plan. Performance units and performance shares are awards that will result
in a payment to a participant only if performance goals established by the administrator are achieved or the awards otherwise vest. The
administrator will establish performance objectives or other vesting criteria in its discretion, which, depending on the extent to which
they are met, will determine the number or the value of performance units and performance shares to be paid out to participants. The
administrator may set performance objectives based on the achievement of Company-wide, divisional, business unit or individual goals
(including continued employment or service), applicable federal or state securities laws or any other basis determined by the administrator
in its discretion.

 After
the grant of a performance unit or performance share, the administrator, in its sole discretion, may reduce or waive any performance
criteria or other vesting provisions for such performance units or performance shares. Performance units shall have an initial dollar
value established by the administrator on or prior to the grant date. Performance shares shall have an initial value equal to the fair
market value of the Company's common stock on the grant date. The administrator, in its sole discretion, may pay earned performance
units or performance shares in the form of cash, in shares or in some combination thereof.

 Non-Employee
Directors

 The
2023 Plan provides that all non-employee directors will be eligible to receive all types of awards (except for incentive stock options)
under the 2023 Plan. The 2023 Plan includes a maximum limit of $300,000 of equity awards that may be granted to a non-employee director
in any fiscal year. Any equity awards granted to a person for their services as an employee, or for their services as a consultant (other
than as a non-employee director), will not count for purposes of the limitation. The maximum limit does not reflect the intended size
of any potential compensation or equity awards to the Company's non-employee directors.

 Clawback

 All
awards under the 2023 Equity Plan are subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply
with (i) any clawback, forfeiture or other similar policy adopted by the Board or the Compensation Committee and as in effect from time
to time; and (ii) applicable law.

 2022
Equity Incentive Plan

 Overview

 The
Board of Directors and shareholders holding a majority of the Company's voting capital approved and adopted the Clubhouse Media
Group, Inc. 2022 Equity Incentive Plan (the "2022 Plan") on April 19, 2022. The 2022 Plan authorizes the issuance of up to
an aggregate maximum of 26,000,000 shares of the common stock, subject to adjustment as described in the 2022 Plan. The 2022 Plan shall
be administered by the Board or one or more committees appointed by the Board or another committee ("Administrator"). The
Administrator, in its discretion, selects the individuals to whom awards may be granted, the time or times at which such awards are granted,
and the terms of such awards. The 2022 Plan authorizes the Company to grant stock options, stock appreciation rights, restricted shares,
restricted share unit, cash awards, other awards, and performance-based awards. Awards may be granted to the Company's officers,
employees, directors and consultants.

 The
purpose of 2022 Plan is to promote the success of the Company and to increase stockholder value by providing an additional means through
the grant of awards to attract, motivate, retain and reward selected employees and other eligible persons. The Board may, at any time,
terminate or, from time to time, amend, modify or suspend this 2022 Plan, in whole or in part. To the extent then required by applicable
law or any applicable stock exchange or required under the Internal Revenue Code to preserve the intended tax consequences of the 2022
Plan, or deemed necessary or advisable by the Board, the 2022 Plan and any amendment to the 2022 Plan shall be subject to stockholder
approval. Unless earlier terminated by the Board, the 2022 Plan will terminate ten years from the date of adoption.

 Authorized

 A
total of 26,000,000 shares of the Company's common stock are authorized for issuance pursuant to the 2022 Plan.

 Additionally,
if any award issued pursuant to the 2022 Plan expires or becomes unexercisable without having been exercised in full, is surrendered
pursuant to an exchange program, as provided in the 2022 Plan, or, with respect to restricted stock, restricted stock units ("RSUs"),
performance units or performance shares, is forfeited to or repurchased by the Company due to the failure to vest, the unpurchased shares
(or for awards other than stock options or stock appreciation rights the forfeited or repurchased shares) which were subject thereto
will become available for future grant or sale under the 2022 Plan (unless the 2022 Plan has terminated). With respect to stock appreciation
rights, only shares actually issued pursuant to a stock appreciation right will cease to be available under the 2022 Plan; all remaining
shares under stock appreciation rights will remain available for future grant or sale under the 2022 Plan (unless the 2022 Plan has terminated).

that have actually been issued under the 2022 Plan under any award will not be returned to the 2022 Plan and will not become available
for future distribution under the 2022 Plan; provided, however, that if shares issued pursuant to awards of restricted stock, restricted
stock units, performance shares or performance units are repurchased by the Company or are forfeited to the Company due to the failure
to vest, such shares will become available for future grant under the 2022 Plan. Shares used to pay the exercise price of an award or
to satisfy the tax withholdings related to an award will become available for future grant or sale under the 2022 Plan. To the extent
an award under the 2022 Plan is paid out in cash rather than shares, such cash payment will not result in reducing the number of shares
available for issuance under the 2022 Plan.

the foregoing, the maximum number of shares that may be issued upon the exercise of incentive stock options will equal the aggregate
share number stated above, plus, to the extent allowable under Section 422 of the Internal Revenue Code of 1986, as amended, and regulations
promulgated thereunder, any shares that become available for issuance under the 2022 Plan in accordance with the foregoing.

 Plan
Administration

 The
Board or one or more committees appointed by the Board will administer the 2022 Plan. In addition, if the Company determines it is desirable
to qualify transactions under the 2022 Plan as exempt under Rule 16b-3 of the Securities Exchange Act of 1934, as amended, such transactions
will be structured with the intent that they satisfy the requirements for exemption under Rule 16b-3. Subject to the provisions of the
2022 Plan, the administrator has the power to administer the 2022 Plan and make all determinations deemed necessary or advisable for
administering the 2022 Plan, including the power to determine the fair market value of the Company's common stock, select the service
providers to whom awards may be granted, determine the number of shares covered by each award, approve forms of award agreements for
use under the 2022 Plan, determine the terms and conditions of awards (including the exercise price, the time or times at which the awards
may be exercised, any vesting acceleration or waiver or forfeiture restrictions and any restriction or limitation regarding any award
or the shares relating thereto), construe and interpret the terms of the 2022 Plan and awards granted under it, prescribe, amend and
rescind rules relating to the 2022 Plan, including creating sub-plans and modify or amend each award, including the discretionary authority
to extend the post-termination exercisability period of awards (provided that no option or stock appreciation right will be extended
past its original maximum term), and to allow a participant to defer the receipt of payment of cash or the delivery of shares that would
otherwise be due to such participant under an award. The administrator also has the authority to allow participants the opportunity to
transfer outstanding awards to a financial institution or other person or entity selected by the administrator and to institute an exchange
program by which outstanding awards may be surrendered or cancelled in exchange for awards of the same type which may have a higher or
lower exercise price or different terms, awards of a different type or cash, or by which the exercise price of an outstanding award is
increased or reduced. The administrator's decisions, interpretations and other actions are final and binding on all participants.

 Eligibility

 Awards
under the 2022 Plan, other than incentive stock options, may be granted to employees (including officers) of the Company or a subsidiary,
members of the Company's Board, or consultants engaged to render bona fide services to the Company or a subsidiary. Incentive stock
options may be granted only to employees of the Company or a subsidiary.

 Stock
Options

 Stock
options may be granted under the 2022 Plan. The exercise price of options granted under the 2022 Plan generally must at least be equal
to the fair market value of the Company's common stock on the date of grant. The term of each option will be as stated in the applicable
award agreement; provided, however, that the term may be no more than 10 years from the date of grant. The administrator will determine
the methods of payment of the exercise price of an option, which may include cash, shares or other property acceptable to the administrator,
as well as other types of consideration permitted by applicable law. After the termination of service of an employee, director or consultant,
they may exercise their option for the period of time stated in their option agreement. In the absence of a specified time in an award
agreement, if termination is due to death or disability, the option will remain exercisable for 12 months. In all other cases, in the
absence of a specified time in an award agreement, the option will remain exercisable for three months following the termination of service.
An option may not be exercised later than the expiration of its term. Subject to the provisions of the 2022 Plan, the administrator determines
the other terms of options.

 Stock
Appreciation Rights

 Stock
appreciation rights may be granted under the 2022 Plan. Stock appreciation rights allow the recipient to receive the appreciation in
the fair market value of the Company's common stock between the exercise date and the date of grant. Stock appreciation rights
may not have a term exceeding 10 years. After the termination of service of an employee, director or consultant, they may exercise their
stock appreciation right for the period of time stated in their stock appreciation right agreement. In the absence of a specified time
in an award agreement, if termination is due to death or disability, the stock appreciation rights will remain exercisable for 12 months.
In all other cases, in the absence of a specified time in an award agreement, the stock appreciation rights will remain exercisable for
three months following the termination of service. However, in no event may a stock appreciation right be exercised later than the expiration
of its term. Subject to the provisions of the 2022 Plan, the administrator determines the other terms of stock appreciation rights, including
when such rights become exercisable and whether to pay any increased appreciation in cash or with shares of the Company's common
stock, or a combination thereof, except that the per share exercise price for the shares to be issued pursuant to the exercise of a stock
appreciation right will be no less than 100% of the fair market value per share on the date of grant.

Stock

stock may be granted under the 2022 Plan. Restricted stock awards are grants of shares of the Company's common stock that vest
in accordance with terms and conditions established by the administrator. The administrator will determine the number of shares of restricted
stock granted to any employee, director or consultant and, subject to the provisions of the 2022 Plan, will determine the terms and conditions
of such awards. The administrator may impose whatever conditions to vesting it determines to be appropriate (for example, the administrator
may set restrictions based on the achievement of specific performance goals or continued service to the Company); provided, however,
that the administrator, in its sole discretion, may accelerate the time at which any restrictions will lapse or be removed. Recipients
of restricted stock awards generally will have voting and dividend rights with respect to such shares upon grant without regard to vesting,
unless the administrator provides otherwise. Shares of restricted stock that do not vest are subject to the Company's right of
repurchase or forfeiture.

Stock Units

 RSUs
may be granted under the 2022 Plan. RSUs are bookkeeping entries representing an amount equal to the fair market value of one share of
the Company's common stock. Subject to the provisions of the 2022 Plan, the administrator determines the terms and conditions of
RSUs, including the vesting criteria and the form and timing of payment. The administrator may set vesting criteria based upon the achievement
of Company-wide, divisional, business unit or individual goals (including continued employment or service), applicable federal or state
securities laws or any other basis determined by the administrator in its discretion. The administrator, in its sole discretion, may
pay earned RSUs in the form of cash, in shares of the Company's common stock or in some combination thereof. Notwithstanding the
foregoing, the administrator, in its sole discretion, may accelerate the time at which any vesting requirements will be deemed satisfied.

Units and Performance Shares

units and performance shares may be granted under the 2022 Plan. Performance units and performance shares are awards that will result
in a payment to a participant only if performance goals established by the administrator are achieved or the awards otherwise vest. The
administrator will establish performance objectives or other vesting criteria in its discretion, which, depending on the extent to which
they are met, will determine the number or the value of performance units and performance shares to be paid out to participants. The
administrator may set performance objectives based on the achievement of Company-wide, divisional, business unit or individual goals
(including continued employment or service), applicable federal or state securities laws or any other basis determined by the administrator
in its discretion. After the grant of a performance unit or performance share, the administrator, in its sole discretion, may reduce
or waive any performance criteria or other vesting provisions for such performance units or performance shares. Performance units shall
have an initial dollar value established by the administrator on or prior to the grant date. Performance shares shall have an initial
value equal to the fair market value of the Company's common stock on the grant date. The administrator, in its sole discretion,
may pay earned performance units or performance shares in the form of cash, in shares or in some combination thereof.

 Non-Employee
Directors

 The
2022 Plan provides that all non-employee directors will be eligible to receive all types of awards (except for incentive stock options)
under the 2022 Plan. The 2022 Plan includes a maximum limit of $300,000 of equity awards that may be granted to a non-employee director
in any fiscal year. For purposes of this limitation, the value of equity awards is based on the grant date fair value (determined in
accordance with accounting principles generally accepted in the United States). Any equity awards granted to a person for their services
as an employee, or for their services as a consultant (other than as a non-employee director), will not count for purposes of the limitation.
The maximum limit does not reflect the intended size of any potential compensation or equity awards to the Company's non-employee
directors.

 Non-transferability
of Awards

 Unless
the administrator provides otherwise, the 2022 Plan generally does not allow for the transfer of awards and only the recipient of an
award may exercise an award during their lifetime. If the administrator makes an award transferrable, such award will contain such additional
terms and conditions as the administrator deems appropriate.

 Certain
Adjustments

 In
the event of certain changes in the Company's capitalization, to prevent diminution or enlargement of the benefits or potential
benefits available under the 2022 Plan, the administrator will adjust the number and class of shares that may be delivered under the
2022 Plan or the number, and price of shares covered by each outstanding award and the numerical share limits set forth in the 2022 Plan.

 Dissolution
or Liquidation

 In
the event of the Company's proposed liquidation or dissolution, the administrator will notify participants as soon as practicable
and all awards will terminate immediately prior to the consummation of such proposed transaction.

 Merger
or Change in Control

 The
2022 Plan provides that in the event of the Company's merger with or into another corporation or entity or a "change in control"
(as defined in the 2022 Plan), each outstanding award will be treated as the administrator determines, including, without limitation,
that (i) awards will be assumed, or substantially equivalent awards will be substituted, by the acquiring or succeeding corporation (or
an affiliate thereof) with appropriate adjustments as to the number and kind of shares and prices; (ii) upon written notice to a participant,
that the participant's awards will terminate upon or immediately prior to the consummation of such merger or change in control;
(iii) outstanding awards will vest and become exercisable, realizable or payable, or restrictions applicable to an award will lapse,
in whole or in part, prior to or upon consummation of such merger or change in control and, to the extent the administrator determines,
terminate upon or immediately prior to the effectiveness of such merger or change in control; (iv) (A) the termination of an award in
exchange for an amount of cash or property, if any, equal to the amount that would have been attained upon the exercise of such award
or realization of the participant's rights as of the date of the occurrence of the transaction (and, for the avoidance of doubt,
if as of the date of the occurrence of the transaction the administrator determines in good faith that no amount would have been attained
upon the exercise of such award or realization of the participant's rights, then such award may be terminated by the Company without
payment) or (B) the replacement of such award with other rights or property selected by the administrator in its sole discretion; or
(v) any combination of the foregoing.

 The
administrator will not be obligated to treat all awards, all awards a participant holds, or all awards of the same type, similarly. In
the event that awards (or portion thereof) are not assumed or substituted for in the event of a merger or change in control, the participant
will fully vest in and have the right to exercise all of their outstanding options and stock appreciation rights, including shares as
to which such awards would not otherwise be vested or exercisable, all restrictions on restricted stock and RSUs will lapse and, with
respect to awards with performance-based vesting, all performance goals or other vesting criteria will be deemed achieved at 100% of
target levels and all other terms and conditions met, in all cases, unless specifically provided otherwise under the applicable award
agreement or other written agreement between the participant and the Company or any of the Company's subsidiaries or parents, as
applicable. If an option or stock appreciation right is not assumed or substituted in the event of a merger or change in control, the
administrator will notify the participant in writing or electronically that the option or stock appreciation right will be exercisable
for a period of time determined by the administrator in its sole discretion and the vested option or stock appreciation right will terminate
upon the expiration of such period.

 For
awards granted to an outside director, the outside director will fully vest in and have the right to exercise all of their outstanding
options and stock appreciation rights, all restrictions on restricted stock and RSUs will lapse and, for awards with performance-based
vesting, unless specifically provided for in the award agreement, all performance goals or other vesting criteria will be deemed achieved
at 100% of target levels and all other terms and conditions met.

 Clawback
Policy

 On
March 5, 2024, the Company's Board of Directors adopted a Compensation Recovery Policy (the "Policy"). The Policy is
intended to further the Company's pay-for-performance philosophy and to comply with applicable law by providing for the reasonably
prompt recovery of certain incentive-based compensation received by executive officers in the event of an accounting restatement. The
Policy is intended to comply with, and will be interpreted in a manner consistent with, Section 10D of the Exchange Act, with Exchange
Act Rule 10D-1 and with the Nasdaq listing standards.

to the Policy, if the Company is required to prepare an accounting restatement due to the material noncompliance by the Company with
any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously
issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement
if the error were corrected in the current period or left uncorrected in the current period (an "Accounting Restatement"),
then the Compensation Committee must determine the Excess Compensation (as hereinafter defined), if any, that must be recovered. The
Company's obligation to recover Excess Compensation is not dependent on if or when the restated financial statements are filed.
The Company must recover Excess Compensation reasonably promptly and executive officers are required to repay Excess Compensation to
the Company, subject to the terms of the Policy.

 The
Policy applies to certain incentive-based compensation that is received on or after March 5, 2024, during the three completed fiscal
years immediately preceding the Accounting Restatement determination date, as provided in the Policy (the "Covered Period")
while the Company has a class of securities listed on a national securities exchange. The incentive-based compensation is considered
"Clawback Eligible Incentive-Based Compensation" if the incentive-based compensation is received by a person after such person
became an executive officer and the person served as an executive officer at any time during the performance period to which the incentive-based
compensation applies. The "Excess Compensation" that is subject to recovery under the Policy is the amount of Clawback Eligible
Incentive-Based Compensation that exceeds the amount of Clawback Eligible Incentive-Based Compensation that otherwise would have been
received had such Clawback Eligible Incentive-Based Compensation been determined based on the restated amounts (this is referred to in
the listing standards as "erroneously awarded incentive-based compensation").

 Amendment
and Termination

 The
administrator has the authority to amend, suspend or terminate the 2022 Plan provided such action does not impair the existing rights
of any participant. The 2022 Plan automatically will terminate in June of 2031, unless it is terminated sooner.

 ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 The
following table sets forth information regarding the beneficial ownership of our common stock as of March 15, 2024 by:

 each
 person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;

 each
 of our executive officers and directors that beneficially owns shares of our common stock; and

 all
 our executive officers and directors as a group.

 In
the table below, percentage ownership is based on 116,553,686 shares of our common stock issued and outstanding as of March [.], 2024.
Unless otherwise noted below, the address for each beneficial owner listed on the table is in care of Clubhouse Media Group, Inc., 3651
Lindell Road, D517, Las Vegas, Nevada 89103. We have determined beneficial ownership in accordance with the rules of the SEC. We believe,
based on the information furnished to us, that the persons and entities named in the tables below have sole voting and investment power
with respect to all shares of common stock that they beneficially own, subject to applicable community property laws.

 Name and Address of Beneficial Owner

 Number of
 Beneficially
 Owned (1)

 Percentage of Outstanding
 Common Stock

 Amir Ben-Yohanan (2)

 11,032,673,753

 67.0
 %

 Scott Hoey

 -

 *

 Massimiliano Musina

 385,309,473

 -

 Harris Tulchin (3)

 488,251,489

 0.1
 %

 All executive officers and directors as a group (4 persons)

 4,586,144,060

 67.1
 %

 *

 Below
 1%.

 (1)

 Beneficial
 ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to
 securities. Pursuant to Rules 13d-3 and 13d-5 of the Exchange Act, beneficial ownership includes any shares as to which a shareholder
 has sole or shared voting power or investment power, and also any shares which the shareholder has the right to acquire within 60
 days, including upon exercise of common shares purchase options or warrants. We did not deem these shares outstanding, however, for
 the purpose of computing the percentage ownership of any other person.

 (2)

 Mr.
 Ben-Yohanan beneficially owns one share of Series X Preferred Stock which has a number of votes equal to all of the other votes entitled
 to be cast on any matter by any other shares or securities of the Company plus one, but does not have any economic or other interest
 in the Company.

 (3)

 to the Director Agreement, the Company agreed to issue Mr. Tulchin a number of shares of common stock of the Company having a fair
 market value (as defined in the Director Agreement) of $25,000 at the end of each calendar quarter that he serves as a director,
 thus far he has not been issued any shares of our common stock under the Director Agreement, and is entitled to receive $50,000 of
 shares based on the fair market value (as defined in the Director Agreement) at the end of the next calendar quarter.

 ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 The
following includes a summary of transactions since the beginning of the 2020 fiscal year, or any currently proposed transaction, in which
we were or are to be a participant and the amount involved exceeded or exceeds the lesser of $120,000 or 1% of the average of their total
assets at year-end for the last two completed fiscal years, and in which any related person had or will have a direct or indirect material
interest (other than compensation described under "Executive Compensation"). We believe the terms obtained or consideration
that we paid or received, as applicable, in connection with the transactions described below were comparable to terms available or the
amounts that would be paid or received, as applicable, in arm's-length transactions.

 Related
Party Transactions

 As
of December 31, 2020, the Company's Chief Executive Officer had advanced $2,162,562 to the Company for payment of the Company's
operating expenses. The Company recorded $87,213 and $15,920 as imputed interest and recorded as additional paid in capital for the year
ended December 31, 2021 and 2020, respectively from the loan advanced by the Company's Chief Executive Officer.

 On
February 2, 2021, the Company and Amir Ben-Yohanan, its Chief Executive Officer, entered into a promissory note in the total principal
amount of $2,400,000 (the "Amir 2021 Note") to replace the Amir 2020 note with a maturity date of February 2, 2024. The Note
memorializes a $2,400,000 loan that Mr. Ben-Yohanan previously advanced to the Company and its subsidiaries to fund their operations.
The Note bears simple interest at a rate of eight percent (8%) per annum, and the Company may prepay all or any portion of the principal
amount and any accrued and unpaid interest of the Note at any time without penalty. The Note bears simple interest at a rate of eight
percent (8%) per annum, and the Company may prepay all or any portion of the principal amount and any accrued and unpaid interest of
the Note at any time without penalty. The loan was paid in full as of December 31, 2022.

 For
the years ended December 31, 2023 and 2022, the Company borrowed $1,393,000 and $525,050, respectively, from Amir. The Company, also,
made payments of $396,667 and settled of $1,197,501 with issuance in common stock shares towards the note payable as of December 31,
2023. The note is due on demand and has no interest.

 At
the time of the qualification by the SEC of the Company's Offering Circular, pursuant to Regulation A, $1,000,000 of the Indebtedness
shall, automatically and without any further action of the Company or the Holder, be converted into a number of restricted fully paid
and non-assessable shares of shares of common stock, par value $0.001 per share, of the Company equal to (i) $1,000,000 divided by (ii)
the price per share of the Common Stock as offered in the Offering Circular.

March 4, 2021, the Company entered into three (3) separate director agreements with Amir Ben-Yohanan, Christopher Young, and Simon Yu.
The Director Agreements set out terms and conditions of each of Mr. Ben-Yohanan's, Mr. Young's, and Mr. Yu's role as
a director of the Company. Mr. Young and Yu resigned from their officer and director positions with the Company on October 8, 2021.

to the Director Agreements, the Company agreed to compensate each of the Directors as follows:

 An
 issuance of 31,821 shares of the Company's common stock, par value par value $0.001 ("Common Stock"), to be issued
 on the Effective Date, as compensation for services provided by each of the Directors to the Company prior to the Effective Date;
 and

 An
 issuance of a number of shares of Common Stock having a fair market value (as defined in each of the Director Agreements) of $25,000
 at the end of each calendar quarter that the Director serves as a director.

 As
of December 31, 2023 and December 31, 2022, The Company has a payable balance owed to the sellers of Magiclytics of $97,761 and $97,761
from the acquisition of Magiclytics on February 3, 2021.

 On
October 12, 2021, the Board appointed Massimiliano Musina to serve as a member of the Company's Board of Directors. In connection
with Mr. Musina's appointment, the Company and Mr. Musina entered into an Independent Director Agreement dated October 12, 2021
(the "Director Agreement"). Pursuant to the terms of the Director Agreement, the Company agreed to issue to Mr. Musina each
quarter a number of shares of common stock having a fair market value of $25,000, in exchange for Mr. Musina's service as a member
of the Company's Board of Directors.

 Policy
for Approval of Related Party Transactions

 We
have adopted a written policy relating to the approval or ratification of "related party transactions." A
"related party transaction" is any consummated or proposed transaction or series of transactions: (i) in which the
company was or is to be a participant; (ii) the amount of which exceeds (or is reasonably expected to exceed) $120,000 in the
aggregate over the duration of the transaction (without regard to profit or loss); and (iii) in which a "related party"
had, has or will have a direct or indirect material interest. "Related parties" under this policy will include: (i) our
directors, nominees for director or executive officers; (ii) any record or beneficial owner of more than 5% of any class of our
voting securities; (iii) any immediate family member of any of the foregoing if the foregoing person is a natural person; and (iv)
any other person who maybe a "related person" pursuant to Item 404 of Regulation S-K under the Exchange Act. Pursuant to
the policy, the audit committee (or the full Board of Directors, in the absence of an audit committee) will consider (i) the
relevant facts and circumstances of each related party transaction, including if the transaction is on terms comparable to those
that could be obtained in arm's-length dealings with an unrelated third party, (ii) the extent of the related party's
interest in the transaction, (iii) whether the transaction contravenes our code of ethics or other policies, (iv) whether the audit
committee (or the Board of Directors, as the case may be) believes the relationship underlying the transaction to be in the best
interests of the Company and its stockholders and (v) the effect that the transaction may have on a director's status as an
independent member of the board and on his or her eligibility to serve on the board's committees. Management will present to
the audit committee (or the Board of Directors, as the case may be) each proposed related party transaction, including all relevant
facts and circumstances relating thereto. Under the policy, we may consummate related party transactions only if our audit committee
(or the Board of Directors, as the case may be) approves or ratifies the transaction in accordance with the guidelines set forth in
the policy. The policy does not permit any director or executive officer to participate in the discussion of, or decision
concerning, a related person transaction in which he or she is the related party.

Independence

 We
have one independent director (Massimiliano Musina), as such term is defined in the listing standards of The NASDAQ Stock Market, at
this time. The Company is not quoted on any exchange that requires director independence requirements.

 ITEM
14. PRINCIPAL ACCOUNTING FEES AND SERVICES

 Fruci
& Associates II, PLLC had served as the Company's independent registered public accounting firm since September 8, 2020 until
March 31, 2023. Yusufali & Associates, LLC has served as the Company's independent registered public accounting firm since
March 31, 2023. Fruci & Associates II, PLLC had served as the Company's independent registered public accounting firm since
March 31, 2023.The following is a summary of fees paid or to be paid to Yusufali and Fruci, respectively for the fiscal years ended
December 31, 2023 and 2022.

 Year Ended December 31,

 2023

 2022

 Audit Fees

 $
 25,008

 $
 62,500

 Audit Related Fees

 $
 30,000

 $
 1,500

 Tax Fees

 $
 —

 $
 —

 All Other Fees

 $
 —

 $
 —

 Total

 $
 55,008

 $
 64,000

 Audit
Fees. Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and
services that are normally provided by our independent registered public accounting firm in connection with regulatory filings. The above
amounts include interim procedures and audit fees, as well as attendance at Board meetings.

 Audit-Related
Fees. Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance
of the audit or review of our financial statements and are not reported under "Audit Fees." These services include attest
services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards.

 Tax
Fees. Tax fees consist of fees billed for tax planning services and tax advice. The board of directors must specifically approve
all other tax services.

 All
Other Fees. Other services are services provided by the independent registered public accounting firm that do not fall within the
established audit, audit-related, and tax services categories. The board of directors preapproves specified other services that do not
fall within any of the specified prohibited categories of services.

 Pre-Approval
Policy

 We
do not yet have an audit committee and accordingly, all of the foregoing services were not pre-approved by an audit committee. However,
any services rendered were pre-approved by our board of directors. Our board of directors will pre-approve all auditing services and
permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis
exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of
the audit).

 PART
IV

 ITEM
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 (a)

 The
 following documents are filed as part of this annual report:

 (1)

 Financial
 Statements

 Report
 of Independent Registered Public Accounting Firm (PCAOB ID: 5525)

 Report
of Independent Registered Public Accounting Firm (PCAOB ID: 3313)

 Consolidated Balance Sheets

 Consolidated Statements of Operations and Comprehensive Loss

 Consolidated Statements of Stockholders' Deficit

 Consolidated Statements of Cash Flows

 Notes to Consolidated Financial Statements

 (2)

 Financial
 Statements Schedules

 All
 financial statements schedules are omitted because they are not applicable or the amounts are immaterial and not required, or the
 required information is presented in the financial statements and notes thereto beginning on page F-1 of this annual report.

 (3)

 Exhibits

 We
 hereby file as part of this annual report the exhibits listed in the attached Exhibit Index. Exhibits which are incorporated herein
 by reference can be inspected and copied at the public reference facilities maintained by the SEC, 100 F Street, N.E., Room 1580,
 Washington, D.C. 20549. Copies of such material can also be obtained from the Public Reference Section of the SEC, 100 F Street,
 N.E., Washington, D.C. 20549, at prescribed rates or on the SEC website at www.sec.gov.

 Item
16. Form 10-K Summary

 Not

 EXHIBIT

 Exhibit
 No.

 Document

 10.1

 Securities Purchase Agreement, entered into on July 11, 2022 and dated as of July 8, 2022, between the registrant and 1800 Diagonal Lending, LLC (incorporated by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K filed with the SEC on July 14, 2022).

 10.2

 Convertible Promissory Note issued on July 11, 2022 and dated as of July 8, 2022, by the registrant in favor of 1800 Diagonal Lending, LLC (incorporated by reference to Exhibit 10.2 to the registrant's Current Report on Form 8-K filed with the SEC on July 14, 2022)

 10.3

 Promissory Note issued on July 12, 2022 by the registrant in favor of Amir Ben-Yohanan (incorporated by reference to Exhibit 10.3 to the registrant's Current Report on Form 8-K filed with the SEC on July 14, 2022).

 10.4

 Clubhouse Media Group, Inc. 2023 Equity Incentive Plan, adopted on July 11, 2022 (incorporated by reference to Exhibit 10.4 to the registrant's Current Report on Form 8-K filed with the SEC on July 14, 2022).

 10.5

 Joint Venture Deal Memo, dated July 31, 2022, between the Company and Alden Henri Reiman (incorporated by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K filed with the SEC on August 4, 2022).

 10.6

 Operating Agreement of The Reiman Agency LLC, dated July 31, 2022. (incorporated by reference to Exhibit 10.2 to the registrant's Current Report on Form 8-K filed with the SEC on August 4, 2022).

 10.7

 Executive Employment Agreement, dated July 31, 2022, between the Company and Alden Henri Reiman (incorporated by reference to Exhibit 10.3 to the registrant's Current Report on Form 8-K filed with the SEC on August 4, 2022)

 19.1

 Insider Trading Policy, adopted by the registrant on March 5, 2024.

 31.1*

 Certification of the principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 31.2*

 Certification of the principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 32.1**

 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 97.1

 Compensation Recovery Policy, adopted by the registrant on March 5, 2024.

 101.INS*

 101.SCH*

 101.PRE*

 101.CAL*

 101.LAB*

 101.DEF*

 104*

 Cover

 *
Filed herewith.

 **
Furnished herewith.

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Board of Directors and Shareholders of Clubhouse Media Group, Inc.

 Opinion
on the Financial Statements

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

 Going
Concern

 The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note
3 to the financial statements, the Company has stockholder's deficit, net losses, and negative working capital. These factors raise
substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters
are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 Basis
for Opinion

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

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

 Our
audits included performing procedures to assess the risks of material misstatement of the 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 financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.

Audit Matters

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

 F- 1

recognition and completeness— Refer to Note 2 to the financial statements

Audit Matter Description

 The
Company has revenue generating activities, from an increasing number of sources, that is dependent on third-party influencers creating
and publishing agreed upon media subject to varying timelines not always directly under the Company's direct control. The nature
of the Company's contracts with customers require consideration of whether the Company acts as either the principal or agent in
the contracts, which includes subjective analysis of the level of control the Company maintains related to the contracts.

 How
the Critical Audit Matter Was Addressed in the Audit

 Our
audit procedures related to evaluating the Company's revenue and revenue recognition policy and related accounts included the following,
among others:

 Independent
 assessment of whether the Company's conclusion that it maintains control in its revenue generating contracts is reasonable,
 and as such, gross presentation of revenue is appropriate.

 Performed
 analytical procedures of revenue and cash receipt activities surrounding year end to determine any unusual fluctuations that required
 further inquiry or substantiation.

 Testing
 of a sample of revenue transactions during year, including transactions near year end, to determine the agreed-upon media was completed
 and released, and recorded in the appropriate period.

 We
have served as the Company's auditor since 2020.

 Fruci
& Associates II, PLLC

 Spokane,
Washington

 March
30, 2023

 F- 2

 Report
of Independent Registered Public Accounting Firm

 To
the Board of Directors and Shareholders of Clubhouse Media Group, Inc.

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheets of Clubhouse Media Group, Inc., and Subsidiaries ("the Company")
as of December 31, 2023, and the related consolidated statements of operations, statements of stockholders' equity (deficit), and
cash flows for the years ended December 31, 2023, and the related notes (collectively referred to as the financial statements). In our
opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31,
2023, and the results of its operations and its cash flows for the year ended December 31, 2023, in conformity with accounting principles
generally accepted in the United States of America.

 Going
Concern

 The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note
3 to the financial statements, the Company has stockholder's deficit, net losses, and negative working capital. These factors raise
substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters
are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 Basis
for Opinion

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

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

 Our
audits included performing procedures to assess the risks of material misstatement of the 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 financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.

Audit Matters

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

 F- 3

recognition and completeness - Refer to Note 2 to the financial statements

Audit Matter Description

 The
Company has revenue generating activities, from an increasing number of sources, that is dependent on third- party influences creating
and publishing agreed upon media subject to varying timelines not always directly under the Company's direct control. The nature
of the Company's contracts with customers require consideration of whether the Company acts as either the principal or agent in
the contracts, which includes subjective analysis of the level of control the Company maintains related to the contracts.

 How
the Critical Audit Matter Was Addressed in the Audit

 Our
audit procedures related to evaluating the Company's revenue and revenue recognition policy and related accounts included the following,
among others:

 Independent
 assessment of whether the Company's conclusion that it maintains control in its revenue generating contracts is reasonable,
 and as such, gross presentation of revenue is appropriate.

 Performed
 analytical procedures of revenue and cash receipt activities surrounding year end to determine any unusual fluctuations that required
 further inquiry or substantiation.

 Testing
 of a sample of revenue transactions during year, including transactions near year end, to determine the agreed-upon media was completed
 and released, and recorded in the appropriate period.

 Yusufali
& Associates, LLC

 We
have served as the Company's auditor since 2023.

 Short
Hills, New Jersey

 March
21, 2023

 F- 4

 Consolidated
Balance Sheets

 As
 of December 31,

 As
 of December 31,

 2023

 2022

 Assets

 Current
 assets:

 Cash
 and cash equivalents

 $
 125,207

 $
 57,713

 receivable, net

 14,848

 2,966

 Discontinued
 operations - current

 199,619

 368,398

 Total
 current assets

 339,674

 429,077

 Intangibles

 445,582

 777,192

 Discontinued
 operations - long term

 16,707

 37,485

 Total
 assets

 $
 801,963

 $
 1,243,754

 Liabilities
 and stockholders' equity (deficit)

 Current
 liabilities:

 payable and accrued liabilities

 $
 2,127,857

 $
 2,102,169

 notes payable, net

 4,162,778

 4,504,103

 to be issued

 318,042

 573,333

 liability

 Discontinued
 operations - current

 510,173

 942,397

 Total
 current liabilities

 7,992,763

 8,921,990

 Total
 liabilities

 7,992,763

 8,921,990

 Commitments
 and contingencies

 –

 –

 Stockholders'
 equity (deficit):

 Preferred
 stock, par value $ 0.001, authorized 50,000,000 shares; 1 shares issued and outstanding at December 31, 2023 and December 31, 2022

 –

 –

 Common
 stock, par value $ 0.000001, authorized 25,000,000,000 shares; 16,372,179,486 and 6,830,378,163 shares issued and outstanding at December
 31, 2023 and December 31, 2022, respectively

 16,373

 6,831

 Additional
 paid-in capital

 27,662,827

 24,744,738

 Accumulated
 deficit

 ( 35,184,891
)

 ( 32,814,971
)

 Total
 Clubhouse Media stockholders' equity (deficit)

 ( 7,505,691
)

 ( 8,063,402
)

 Non-controlling
 interest

 314,891

 Total
 stockholders' deficit

 ( 7,190,800
)

 ( 7,678,236
)

 Total
 liabilities and stockholders' equity (deficit)

 $
 801,963

 $
 1,243,754

 See
Accompanying Notes to Consolidated Financial Statements.

 F- 5

 Consolidated
Statements of Operations and Comprehensive Loss

 For
 the Year Ended December 31, 2023

 For
 the Year Ended December 31, 2022

 Total
 revenue, net

 $
 1,495,145

 $
 1,018,342

 Cost
 of sales

 971,470

 775,317

 Gross
 profit

 523,675

 243,025

 expenses:

 Advertising
 expenses

 42,359

 54,301

 Selling,
 general, and administrative

 415,985

 275,721

 Salaries
 & wages

 720,277

 1,033,759

 Professional
 and consultant fees

 106,561

 678,424

 Total
 operating expenses

 1,285,182

 2,042,205

 ( 761,507
)

 ( 1,799,180
)

 Other
 (income) expenses:

 expense, net

 750,212

 1,459,053

 Amortization
 of debt discounts, net

 140,144

 2,415,346

 expense - excess derivatives

 –

 758,265

 Loss
 in extinguishment of debt

 –

 1,190,809

 Loss
 on impairment of intangible

 286,826

 -

 Gain
 related to debt activities

 ( 277,066
)

 ( 1,429,906
)

 Change
 in fair value of derivative liability

 335,722

 166,309

 Total
 other (income) expenses

 1,235,838

 4,559,876

 (Loss) before income taxes

 ( 1,997,345
)

 ( 6,359,056
)

 tax (benefit) expense

 -

 -

 Net
 income (loss) from continuing operations

 ( 1,997,345
)

 ( 6,359,056
)

 Net
 income (loss) from discontinued operations - non-controlling interest

 ( 70,275
)

 Net
 income (loss) from discontinued operations

 ( 372,575
)

 ( 1,551,841
)

 Net
 Income (Loss)-shareholders

 $
 ( 2,369,920
)

 $
 ( 7,910,897
)

 Basic
 weighted average shares outstanding

 11,008,929,419

 1,340,393,768

 weighted average shares outstanding

 11,008,929,419

 1,340,393,768

 Basic
 - net loss from continuing operations per share

 $
)

 $
)

 - net loss from continuing operations per share

 $
)

 $
)

 Basic
 - net loss from discontinued operations per share

 $
)

 $
)

 - net loss from discontinued operations per share

 $
)

 $
)

 Basic
 - net loss per share

 $
)

 $
 ( 0.01
)

 - net loss per share

 $
)

 $
 ( 0.01
)

 See
Accompanying Notes to Consolidated Financial Statements.

 F- 6

 Consolidated
Statements of Stockholders' Deficit

 Preferred
 Stock

 Common
 Stock

 Total

 50,000,000

 shares authorized

 25,000,000,000
 shares authorized

Media

 Total

 Par
 Value

 Par
 Value

 Additional

 Stockholders'

 Non-

 Stockholders'

 $0.001
 per

 $0.000001

 Paid
 in

 Accumulated

 Equity

 controlling

 Equity

 Issued

 share

 Issued

 per
 share

 Capital

 Deficit

 (Deficit)

 (Deficit)

 $
 -

 6,830,378,163

 $
 6,831

 $
 24,744,738

 $
 ( 32,814,971
)

 $
 ( 8,063,402
)

 $

 $
 ( 7,678,236
)

 issued for debt conversions

 -

 -

 1,431,944,776

 1,432

 182,446

 -

 183,878

 -

 183,878

 Net

 -

 -

 -

 -

 -

 ( 2,078,200
)

 ( 2,078,200
)

 ( 144,119
)

 ( 2,222,319
)

 March 31, 2023

 $
 -

 8,262,322,939

 $
 8,263

 $
 24,927,184

 $
 ( 34,893,171
)

 $
 ( 9,957,724
)

 $
 241,047

 ( 9,716,677
)

 issued for debt conversions

 -

 -

 377,624,000

 20,392

 -

 20,770

 -

 20,770

 Net

 -

 -

 -

 -

 -

 ( 359,764
)

 ( 359,764
)

 ( 12,158
)

 ( 371,922
)

 June 30, 2023

 $
 -

 8,639,946,939

 $
 8,641

 $
 24,947,576

 $
 ( 35,252,935
)

 $
 ( 10,296,718
)

 $
 228,889

 $
 ( 10,067,829
)

 issued for debt exchange

 -

 -

 5,987,500,000

 5,988

 1,191,513

 -

 -

 Forgivness
 of accrued management wages

 -

 -

 -

 -

 -

 -

 Net

 -

 -

 -

 -

 -

 ( 215,065
)

 ( 215,065
)

 98,422

 ( 116,643
)

 September 30, 2023

 $
 -

 14,627,446,939

 $
 14,629

 $
 27,084,089

 $
 ( 35,468,000
)

 $
 ( 8,369,282
)

 $
 327,311

 $
 ( 8,041,971
)

 issued for services

 -

 -

 1,448,352,195

 1,448

 553,842

 -

 -

 issued for debt conversions

 -

 -

 296,380,352

 24,896

 -

 25,192

 -

 25,192

 Net

 -

 -

 -

 -

 -

 283,109

 283,109

 ( 12,420
)

 270,689

 $

 $
 -

 $
 16,372,179,486

 $
 16,373

 $
 27,662,827

 $
 ( 35,184,891
)

 $
 ( 7,505,691
)

 $
 314,891

 $
 ( 7,190,800
)

 Summary
 Year to Date Activity:

 Beginning of Year

 $
 -

 6,830,378,163

 $
 6,831

 $
 24,744,738

 $
 ( 32,814,971
)

 $
 ( 8,063,402
)

 $

 $
 ( 7,678,236
)

 Balance

 $
 -

 6,830,378,163

 $
 6,831

 $
 24,744,738

 $
 ( 32,814,971
)

 $
 ( 8,063,402
)

 $

 ( 7,678,236
)

 issued for debt conversions

 -

 -

 2,105,949,128

 2,106

 227,734

 -

 229,840

 -

 229,840

 issued for debt exchange

 -

 -

 5,987,500,000

 5,988

 1,191,513

 -

 -

 issued for services

 -

 -

 1,448,352,195

 1,448

 553,842

 -

 -

 Forgivness
 of accrued management wages

 -

 -

 -

 -

 -

 -

 Net

 -

 -

 -

 -

 -

 ( 2,369,920
)

 ( 2,369,920
)

 ( 70,275
)

 ( 2,440,195
)

 -

 16,372,179,486

 $
 16,373

 $
 27,662,827

 $
 ( 35,184,891
)

 $
 ( 7,505,691
)

 $
 314,891

 $
 ( 7,190,800
)

 Balance

 -

 16,372,179,486

 $
 16,373

 $
 27,662,827

 $
 ( 35,184,891
)

 $
 ( 7,505,691
)

 $
 314,891

 $
 ( 7,190,800
)

 See
Accompanying Notes to Consolidated Financial Statements.

 F- 7

 Consolidated
Statements of Cash Flows

 For
 the Year Ended December 31,

 For
 the Year Ended December 31,

 2023

 2022

 Cash
 flows from operating activities:

 Net
 income (loss) from continuing operations

 $
 ( 1,997,345
)

 $
 ( 6,359,056
)

 Adjustments
 to reconcile net income (loss) to net cash used in operating activities:

 Amortization

 125,545

 100,991

 Loss
 on impairment of intangible

 286,826

 –

 Imputed
 interest

 –

 6,842

 expense - amortization of debt discounts

 140,144

 2,415,346

 Additional
 non-cash interest expense due to debt restructuring

 –

 650,160

 Stock
 compensation expense

 299,999

 243,913

 Change
 in fair value of derivative liability

 335,722

 ( 166,309
)

 Gain
 or loss in debt settlement

 ( 15,269
)

 ( 1,429,906
)

 Gain
 or loss on debt conversion

 ( 261,797
)

 –

 Loss
 in extinguishment of debt

 –

 1,190,809

 Accretion
 expense - excess derivative liability

 –

 758,265

 Net
 changes in operating assets & liabilities:

 receivable

 ( 11,883
)

 ( 17,441
)

 Prepaid
 expense, deposits and other current assets

 –

 445,953

 payable, accrued liabilities, due to affiliates, and other long-term liabilities

 594,155

 1,336,589

 Net
 cash used in operating activities from continuing operations

 ( 503,903
)

 ( 823,844
)

 Net
 cash used in operating activities from discontinued operations

 ( 77,237
)

 ( 1,105,031
)

 Net
 cash used in operating activities

 ( 581,140
)

 ( 1,928,875
)

 Cash
 flows from investing activities:

 Purchases
 of property, plant, and equipment

 –

 ( 5,000
)

 Purchases
 of intangible assets

 ( 80,761
)

 ( 384,985
)

 Net
 cash used in investing activities from continuing operations

 ( 80,761
)

 ( 389,985
)

 Net
 cash used in investing activities from discontinued operations

 –

 –

 Net
 cash used in investing activities

 ( 80,761
)

 ( 389,985
)

 Cash
 flows from financing activities:

 issued for cash

 -

 596,258

 Borrowings
 from convertible notes payable

 -

 779,063

 Repayment
 to convertible notes payable

 ( 266,938
)

 ( 298,945
)

 Net
 cash provided by financing activities from continuing operations

 ( 266,938
)

 1,076,376

 Net
 cash provided by financing activities from discontinued operations-RP

 996,333

 1,000,677

 Net
 cash provided by financing

 729,395

 2,077,053

 Net
 increase in cash and cash equivalents

 67,494

 ( 241,807
)

 Cash
 and cash equivalents at beginning of period

 57,713

 299,520

 Cash
 and cash equivalents at end of period

 $
 125,207

 $
 57,713

 Supplemental
 disclosure of cash flow information

 Cash
 paid during the period for:

 $
 -

 $
 -

 taxes

 $
 -

 $
 -

 Supplemental
 disclosure of non-cash investing and financing Activities:

 Forgiveness
 of accrued management wages

 $

 $
 -

 issued for conversion from convertible note payable

 $
 229,840

 $
 5,066,207

 issued for debt exchange-discontinued operations

 $

 $
 -

 issued to settle accounts payable

 $
 -

 $
 -

 Reclass
 of derivative liability to additional paid in capital

 $
 -

 $
 2,332,225

 issued to directors

 $

 $
 -

 See
Accompanying Notes to Consolidated Financial Statements.

 F- 8

 Notes
to the Consolidated Financial Statements

 December
31, 2023 and 2022

 NOTE
1 - ORGANIZATION AND OPERATIONS

Media Group, Inc. (formerly known as Tongji Healthcare Group, Inc. or the "Company") was incorporated under the laws of the
State of Nevada on December 19, 2006 by Nanning Tongji Hospital, Inc. ("NTH"). On December 20, 2006, Tongji, Inc., a wholly
owned subsidiary of the Company, was incorporated in the State of Colorado. Tongji, Inc. was later dissolved on March 25, 2011.

 NTH
was established in Nanning in the province of Guangxi of the People's Republic of China ("PRC" or "China")
by Nanning Tongji Medical Co. Ltd. and an individual on October 30, 2003.

 NTH
is a designated hospital for medical insurance in the city of Nanning and Guangxi province. NTH specializes in the areas of internal
medicine, surgery, gynecology, pediatrics, emergency medicine, ophthalmology, medical cosmetology, rehabilitation, dermatology, otolaryngology,
traditional Chinese medicine, medical imaging, anesthesia, acupuncture, physical therapy, health examination, and prevention.

 On
December 27, 2006, Tongji, Inc. acquired 100 % of the equity in NTH pursuant to an Agreement and Plan of Merger, pursuant to which NTH
became a wholly owned subsidiary of Tongji, Inc. Pursuant to the Agreement and Plan of Merger, the Company issued 15,652,557 shares of
common stock to the stockholders of NTH in exchange for 100% of the issued and outstanding shares of common stock of NTH. The acquisition
of NTH was accounted for as a reverse acquisition under the purchase method of accounting since the stockholders of NTH obtained control
of the entity. Accordingly, the reorganization of the two companies was recorded as a recapitalization of NTH, with NTH being treated
as the continuing operating entity. The Company, through NTH, thereafter operated the hospital until the Company eventually sold NTH,
as described below.

December 31, 2017, under the terms of a Bill of Sale, the Company agreed to sell, transfer convey and assign forever all of its rights,
title and interest in its equity ownership interest in NTH to Placer Petroleum Co., LLC. Pursuant to the Bill of Sale, consideration
for this sale, transfer conveyance and assignment is Placer Petroleum Co., LLC assuming all assets and liabilities of NTH as of December
31, 2017. Thereafter, the Company had minimal operations.

 On
May 20, 2019, pursuant to Case Number A-19-793075-P, Nevada's 8th Judicial District, Business Court entered an Order Granting Application
of Joseph Arcaro as Custodian of Tongji Healthcare Group, Inc. pursuant to Nevada Revised Statutes ("NRS") 78.347(1)(b),
pursuant to which Mr. Arcaro was appointed custodian of the Company and given authority to reinstate the Company with the State of Nevada
under NRS 78.347.

 On
May 23, 2019, Mr. Arcaro filed a Certificate of Reinstatement of the Company with the Secretary of State of the State of Nevada. In addition,
on May 23, 2019, Mr. Arcaro filed an Annual List of the Company with the Secretary of State of the State of Nevada, designating himself
as President, Secretary, Treasurer and Director of the Company for the filing period of 2017 to 2019.

 On
May 29, 2020, Mr. Arcaro, through his ownership of Algonquin Partners Inc. ("Algonquin"), owner 65 % of the Company's
common stock, entered into a Stock Purchase Agreement by and among West of Hudson Group, Inc. ("WOHG"), the Company, Algonquin,
and Mr. Arcaro. The Stock Purchase Agreement, as subsequently amended, is referred to herein as the "SPA." Pursuant to the
terms of the SPA, WOHG agreed to purchase, and Algonquin agreed to sell 30,000,000 shares of the Company's common stock in exchange
for payment by WOHG to Algonquin of $ 240,000 (the "Stock Purchase"). The Stock Purchase closed on June 18, 2020, resulting
in a change of control of the Company. Mr. Arcaro resigned from any and all officer and director positions with the Company.

 On
July 7, 2020, the Company increased the authorized capital stock of the Company to 550,000,000, comprised of 500,000,000 shares of common
stock, par value $ 0.001, and 50,000,000 shares of preferred stock, par value $ 0.001.

 The
Company filed a Certificate of Amendment to the Articles of Incorporation with the Secretary of State of the State of Nevada on June
13, 2022 for the purpose of amending the Articles of Incorporation of the Company to reduce the par value of the common stock of the
Company, par value $ 0.001 per share, from $ 0.001 to $ 0.000001.

 F- 9

 West
of Hudson Group, Inc. ("WOHG") was incorporated in the State of Delaware on May 19, 2020 and owned 100 % of WOH Brands, LLC
("WOH"), Oopsie Daisy Swimwear, LLC ("Oopsie"), and DAK Brands, LLC ("DAK"), which were incorporated
in the State of Delaware on May 13, 2020.

 Doiyen
LLC ("Doiyen"), formerly known as WHP Entertainment LLC was incorporated in the State of California on January 2, 2020 and
renamed to Doiyen LLC in July 7, 2020 and Doiyen is 100 % owned by WOHG.

 The
Company is an entertainment company engaged in the sale of own brand products, e-commerce platform advertising, and promotion for other
companies on their social media accounts.

 On
November 12, 2020, the Company and WOHG entered into the Merger Agreement, and WOHG thereafter became a wholly owned subsidiary of the
Company. WOHG was determined to be the accounting acquirer in the Merger based upon the terms of other factors, including: (1) the security
holders owned approximately 50.54 % of the Company's issued and outstanding common stock as of immediately after the closing of
the Merger. Following the completion of the Merger, the Company changed its name from Tongji Healthcare Group, Inc. to Clubhouse Media
Group, Inc. The Merger was accounted for as a reverse-merger and recapitalization in accordance with accounting principles generally
accepted in the United States of America ("GAAP"). WOHG was the acquirer for financial reporting purposes and Clubhouse Media
Group, Inc. was the acquired company. Consequently, the assets and liabilities and the operations that are reflected in the historical
financial statements prior to the Merger will be those of WOHG and will be recorded at the historical cost basis of WOHG. The consolidated
financial statements after completion of the Merger include the assets and liabilities of the Company and WOHG, historical operations
of WOHG and operations of the Company from the closing date of the Merger. Common stock and the corresponding capital amounts of the
Company pre-merger have been retroactively restated as capital stock shares reflecting the exchange ratio in the Merger. This was a common
control transaction so all amounts were based on historical cost and no goodwill was recorded.

 Since
September 2022, the Company launched its own subscription-based site HoneyDrip.com, which provides a digital space for creators to share
unique content with their subscribers.

 The
Company has terminated all leases since December 31, 2022, and focuses on brand deals and Honeydrip platform.

 NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Basis
of presentation

 These
consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States
("GAAP") and include all adjustments necessary for the fair presentation of the Company's financial position for the
periods presented.

 Principles
of Consolidation

 The
consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant inter-company
transactions and balances have been eliminated in consolidation. The Company includes within the consolidated financial statements the
joint venture, see Note 12, due to ability to exert control over the financial and operating polices which includes ownership of equal
to or greater than 50 % of the joint venture.

 Use
of Estimates

 In
preparing the consolidated financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the dates of the consolidated
financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Significant estimates and
assumptions made by management include, but are not limited to, revenue recognition, the allowance for bad debt, useful life of fixed
assets, income taxes and unrecognized tax benefits, valuation allowance for deferred tax assets, and assumptions used in assessing impairment
of long-lived assets. Actual results could differ from those estimates.

 Reclassification

 Certain reclassifications have been made to prior year financial statements to conform to the current year presentation.
These reclassifications had no effect on our previously reported results of operations or accumulated deficit.

 F- 10

 Business
Combination

 The
Company applies the provisions of the Financial Accounting Standards Board's (the "FASB") Accounting Standards Codification
("ASC") 805, Business Combinations, in accounting for its acquisitions. It requires the Company to recognize separately from
goodwill the assets acquired and the liabilities assumed, at the acquisition date, fair values. Goodwill as of the acquisition date is
measured as the excess of consideration transferred over the acquisition date fair values of the net assets acquired and the liabilities
assumed. While the Company uses its best estimates and assumptions to accurately value assets acquired and liabilities assumed at the
acquisition date as well as contingent consideration, where applicable, its estimates are inherently uncertain and subject to refinement.
As a result, during the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to
the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period
or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are
recorded to the consolidated statements of operations.

 Cash
and Cash Equivalents

 Cash
equivalents consist of highly liquid investments with maturities of three months or less when purchased. Cash and cash equivalents are
on deposit with financial institutions without any restrictions. The Company maintains its cash with high credit quality financial institutions;
at times, such balances with any one financial institution may exceed Federal Deposit Insurance Corporation ("FDIC") insured
limits.

 Advertising

 Advertising
costs are expensed when incurred and are included in selling, general, and administrative expenses in the accompanying consolidated statements
of operations. We incurred advertising expenses of $ 42,359 and $ 54,301 for the year ended December 31, 2023, and 2022, respectively.

Receivable

 The
Company's accounts receivable arises from providing services. The Company does not adjust its receivables for the effects of a
significant financing component at contract inception if it expects to collect the receivables in one year or less from the time of sale.
The Company does not expect to collect receivables greater than one year from the time of sale.

 The
Company's policy is to maintain an allowance for potential credit losses on accounts receivable. Management reviews the composition
of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends
and changes in customer payment patterns to evaluate the adequacy of these reserves. Amounts determined to be uncollectible are charged
or written-off against the reserve. As of December 31, 2023, and December 31, 2022, there were $ 79 and $ 0, respectively, for bad debt
allowance for accounts receivable. As of December 31, 2023, and December 31, 2022, there were $ 2,956 and $ 0, respectively, for bad debt allowance for accounts receivable
included with discontinued operations on balance sheets.

 Property
and equipment, net

 Plant
and equipment are stated at cost less accumulated depreciation and impairment. Depreciation of property, plant and equipment and are
calculated on the straight-line method over their estimated useful lives or lease terms generally as follows:

 SCHEDULE OF PROPERTY AND EQUIPMENT, NET ESTIMATED USEFUL LIVES

 Classification

 Useful
 Life

 Equipment

 years

 Lease

 The
Company elected to use the short-term exception and does not record assets/liabilities for short term leases as of December 31, 2023,
and December 31, 2022.

 F- 11

Recognition

 In
May 2014 the FASB issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606),
which supersedes all existing revenue recognition requirements, including most industry specific guidance. This new standard requires
a company to recognize revenues when it transfers goods or services to customers in an amount that reflects the consideration that the
company expects to receive for those goods or services. The FASB subsequently issued the following amendments to ASU No. 2014-09 that
have the same effective date and transition date: ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus
Agent Considerations; ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing;
ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients; and ASU No. 2016-20,
Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers. The Company adopted these amendments with
ASU 2014-09 (collectively, the new revenue standards).

 Under
the new revenue standards, the Company recognizes revenues when its customer obtains control of promised goods or services, in an amount
that reflects the consideration which it expects to receive in exchange for those goods. The Company recognizes revenues following the
five step model prescribed under ASU No. 2014-09: (i) identify contract(s) with a customer; (ii) identify the performance obligations
in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract;
and (v) recognize revenues when (or as) we satisfy the performance obligation. The Company recognized revenue from providing temporary
and permanent staffing solutions and sale of consumer products.

 Managed
Services Revenue

 The
Company generates revenue from its managed services when a marketer (typically a brand, agency or partner) pays the Company to provide
custom content, influencer marketing, amplification or other campaign management services ("Managed Services").

 The
Company maintains separate arrangements with each marketer and content creator either in the form of a master agreement or terms of service,
which specify the terms of the relationship and access to its platforms, or by statement of work, which specifies the price and the services
to be performed, along with other terms. The transaction price is determined based on the fixed fee stated in the statement of work and
does not contain variable consideration. Marketers who contract with the Company to manage their advertising campaigns or custom content
requests may prepay for services or request credit terms. The agreement typically provides for either a non-refundable deposit, or a
cancellation fee if the agreement is canceled by the customer prior to completion of services. Billings in advance of completed services
are recorded as a contract liability until earned. The Company assesses collectability based on a number of factors, including the creditworthiness
of the customer and payment and transaction history.

 For
Managed Services Revenue, the Company enters into an agreement to provide services that may include multiple distinct performance obligations
in the form of: (i) an integrated marketing campaign to provide influencer marketing services, which may include the provision of blogs,
tweets, photos or videos shared through social network offerings and content promotion, such as click-through advertisements appearing
in websites and social media channels; and (ii) custom content items, such as a research or news article, informational material or videos.
Marketers typically purchase influencer marketing services for the purpose of providing public awareness or advertising buzz regarding
the marketer's brand and they purchase custom content for internal and external use. The Company may provide one type or a combination
of all types of these performance obligations on a statement of work for a lump sum fee. Revenue is accounted for when the performance
obligation has been satisfied depending on the type of service provided. The Company views its obligation to deliver influencer marketing
services, including management services, as a single performance obligation that is satisfied at the time the customer receives the benefits
from the services.

 Based
on the Company's evaluations, revenue from Managed Services is reported on a gross basis because the Company has the primary obligation
to fulfill the performance obligations and it creates, reviews and controls the services. The Company takes on the risk of payment to
any third-party creators and it establishes the contract price directly with its customers based on the services requested in the statement
of work. The deferred revenue as of December 31, 2023, and December 31, 2022, were $ 0 and $ 27,500, respectively, and included with discontinued operations on balance sheets. As of December 31, 2023, the Company has shifted focus from managed services
to HoneyDrip.com platform as such managed services is included in discontinued operations on statement of operations.

 F- 12

 Subscription-Based

 The
Company recognizes subscription-based revenue through Honeydrip.com, its social media website, which allows customers to visit the creator's
personal page over the contract period without taking possession of the products or deliverables. Customers incur costs on either a subscription
or consumption basis. Revenue provided on a subscription basis is recognized ratably over the contract period and revenue provided on
a consumption basis is recognized when the subscriber paid and received their access to the content. The Company reported the subscription-based
revenue at net basis since the Company is acting as an agent solely arranging for the third-party creator or influencer to provide the
services directly to the self-service customer through the platform or by posting the requested content. In April 2022, the Company has
determined it will be recognized at gross because they have control of the services before it is transferred to the end customer. The
Company provided services like online chat and other services directly with the end customers by their internal team. Also, the Company
will establish the price on behalf of the content creators as disclosed in the agreement. The Company has sole power to change the price
based on the market. These are good indicator that the Company controls the specified goods or services before it is transferred to the
customer.

 Software
Development Costs

 We
apply ASC 350-40, Intangibles—Goodwill and Other—Internal Use Software, in review of certain system projects. These system
projects generally relate to software we do not intend to sell or otherwise market. In addition, we apply this guidance to our review
of development projects related to software used exclusively for our SaaS subscription offerings. In these reviews, all costs incurred
during the preliminary project stages are expensed as incurred. Once the projects have been committed to and it is probable that the
projects will meet functional requirements, costs are capitalized. These capitalized software costs are amortized on a project-by-project
basis over the expected economic life of the underlying product on a straight-line basis, which is five years. Amortization commences
when the software is available for its intended use. Amounts capitalized related to development of internal use software are included
in property and equipment, net, on our Consolidated Balance sheets and related depreciation is recorded as a component of amortization
of intangible assets and depreciation in our consolidated statements of operations. For the year ended December 31, 2023, and 2022, we
capitalized $ 80,760 and $ 38,985, respectively, related to internal use software and recorded $ 125,545 and $ 65,286 in related amortization
expense, respectively. Unamortized costs of capitalized internal use software totaled $ 445,582 and $ 777,192 as of December 31, 2023,
and 2022, respectively. As of December 31, 2023, the Company fully impaired developed technology-magiclytics.

 Goodwill
Impairment

 We
test goodwill at least annually for impairment at the reporting unit level. We recognize an impairment charge if the carrying amount
of a reporting unit exceeds its fair value. When a portion of a reporting unit is disposed, goodwill is allocated to the gain or loss
on disposition based on the relative fair values of the business or businesses disposed and the portion of the reporting unit that will
be retained.

 For
other intangible assets that are not deemed indefinite-lived, cost is generally amortized on a straight-line basis over the asset's
estimated economic life, except for individually significant customer-related intangible assets that are amortized in relation to total
related sales. Amortizable intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the
related carrying amounts may not be recoverable. In these circumstances, they are tested for impairment based on undiscounted cash flows
and, if impaired, written down to estimated fair value based on either discounted cash flows or appraised values. The Company impaired
$ 0 and $ 0 of goodwill for the year ended December 31, 2023 and 2022, respectively.

 Impairment
of Long-Lived Assets

 Long-lived
assets, which include property, plant and equipment and intangible assets, are reviewed for impairment whenever events or changes in
circumstances indicate the carrying amount of an asset may not be recoverable.

 Recoverability
of long-lived assets to be held and used is measured by comparing the carrying amount of an asset to the estimated undiscounted future
cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows,
an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the assets. Fair
value is generally determined using the asset's expected future discounted cash flows or market value, if readily determinable.
Based on its review, the Company believes that, as of and for the year ended December 31, 2023, and 2022, there were no impairment loss
of its long-lived assets.

 F- 13

Taxes

 The
Company accounts for income taxes using the asset and liability approach that requires the recognition of deferred tax assets and liabilities
for the expected future tax consequences of events that have been recognized in the Company's financial statements or tax returns.
In estimating future tax consequences, the Company generally considers all expected future events other than enactments of changes in
the tax law. For deferred tax assets, management evaluates the probability of realizing the future benefits of such assets. The Company
establishes valuation allowances for its deferred tax assets when evidence suggests it is unlikely that the assets will be fully realized.

 The
Company recognizes the tax effects of an uncertain tax position only if it is more likely than not to be sustained based solely on its
technical merits as of the reporting date and then only in an amount more likely than not to be sustained upon review by the tax authorities.
Income tax positions that previously failed to meet the more likely than not threshold is recognized in the first subsequent financial
reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more likely than not threshold
is derecognized in the first subsequent financial reporting period in which that threshold is no longer met. The Company classifies potential
accrued interest and penalties related to unrecognized tax benefits within the accompanying consolidated statements of operations and
comprehensive income (loss) as income tax expense.

 Commitments
and Contingencies

 The
Company follows subtopic 450-20 of the FASB ASC to report accounting for contingencies. Certain conditions may exist as of the date the
financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events
occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment.

 In
assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in
such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits
of the amount of relief sought or expected to be sought therein.

 If
the assessment of a contingency indicates it is probable a material loss was incurred and the amount of the liability can be estimated,
then the estimated liability would be accrued in the Company's financial statements. If the assessment indicates that a potential
material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the
contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

 Loss
contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.
Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on
the Company's financial position, results of operations or cash flows. However, there is no assurance that such matters will not
materially and adversely affect the Company's business, financial position, and results of operations or cash flows.

 Concentration
of Credit Risk

 Financial
instruments that potentially subject the Company to credit risk consist primarily of accounts receivable. The Company does not require
collateral or other security to support these receivables. The Company conducts periodic reviews of the financial condition and payment
practices of its customers to minimize collection risk on accounts receivable.

 Basic
Income (Loss) Per Share

 Under
the provisions of ASC 260, "Earnings per Share," basic loss per common share is computed by dividing net loss available to
common shareholders by the weighted average number of shares of common stock outstanding for the periods presented. Diluted net loss
per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted
into common stock or resulted in the issuance of common stock that would then share in the income of the Company, subject to anti-dilution
limitations. Potential common shares consist of the convertible promissory notes payable as of December 31, 2023 and 2022. As of December
31, 2023 and 2022, there were 8,865,097,663 and 7,921,962,277 potential shares issuable upon conversion of convertible notes payable.
As of December 31, 2023 and 2022, there were approximately 165,077 potential shares issuable upon conversion of warrants. All potential
shares from convertible notes payable and warrants were considered anti-dilutive as of December 31, 2023 and 2022.

 F- 14

 The
table below presents the computation of basic and diluted earnings per share for the year ended December 31, 2023 and 2022:

 SCHEDULE OF COMPUTATION OF BASIC AND DILUTED EARNING PER SHARE

 For the year ended

 For the year ended
December 30, 2022

 Numerator:

 Net income (loss)

 $
 ( 2,369,920
)

 $
 ( 7,910,897
)

 Denominator:

 Weighted average common shares outstanding—basic

 11,008,929,419

 1,340,393,768

 Dilutive common stock equivalents

 -

 -

 Weighted average common shares outstanding—diluted

 11,008,929,419

 1,340,393,768

 Net loss per share:

 Basic

 $
)

 $ ( 0.01
)

 $
)

 $ ( 0.01
)

 Stock
based Compensation

 Stock
based compensation cost to employees is measured at the date of grant, based on the calculated fair value of the stock-based award, and
will be recognized as expense over the employee's requisite service period (generally the vesting period of the award) under ASC
718. Share-based compensation awards issued to non-employees for services rendered are recorded at either the fair value of the services
rendered or the fair value of the share-based payment, whichever is more readily determinable.

 Fair
Value of Financial Instruments

 FASB
ASC 820, Fair Value Measurement defines fair value as the price that would be received upon sale of an asset or paid upon transfer
of a liability in an orderly transaction between market participants at the measurement date in the principal or most advantageous market
for that asset or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the
asset or liability, not on assumptions specific to the entity.

 Fair
Value Measurements

 The
Company applies the provisions of ASC 820-10, Fair Value Measurements and Disclosures. ASC 820-10 defines fair value and establishes
a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures.
The three levels of valuation hierarchy are defined as follows:

 Level
 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.

 Level
 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that
 are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

 Level
 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.

 Cash,
accounts receivable, accounts payable, and accrued expenses and deferred revenue – The carrying amounts reported in the consolidated
balance sheets for these items are a reasonable estimate of fair value due to their short term nature.

notes payable – Convertible promissory notes payable are recorded at amortized cost. The carrying amount approximates their
fair value.

 F- 15

 The
Company uses Level 3 inputs for its valuation methodology for the derivative liabilities as their fair values were determined by using
the binomial option-pricing model based on various assumptions. The Company's derivative liabilities are adjusted to reflect fair
value at each period end, with any increase or decrease in the fair value being recorded in results of operations as adjustments to fair
value of derivatives.

 The
following table presents the Company's assets and liabilities required to be reflected within the fair value hierarchy as of December
31, 2023 and 2022.

 SCHEDULE OF ASSETS AND LIABILITIES UNDER FAIR VALUE HIERARCHY

 Fair Value As of

 Fair Value Measurements at
Using Fair Value Hierarchy

 Description

 Level 1

 Level 2

 Level 3

 Derivative liability

 $

 $
 -

 $
 -

 $

 Total

 $

 $
 -

 $
 -

 $

 Fair Value As of

 Fair Value Measurements at
Using Fair Value Hierarchy

 Description

 Level 1

 Level 2

 Level 3

 Derivative liability

 $

 $
 -

 $
 -

 $

 Total

 $

 $
 -

 $
 -

 $

instruments

 The
fair value of derivative instruments is recorded and shown separately under liabilities. Changes in the fair value of derivatives liability
are recorded in the consolidated statement of operations under other (income) expense.

 Our
Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify
as embedded derivatives under ASC 815. For derivative financial instruments that are accounted for as liabilities, the derivative instrument
is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the
consolidated statements of operations. For stock-based derivative financial instruments, the Company uses binomial option-pricing model
to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including
whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative
instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the
derivative instrument could be required within 12 months of the balance sheet date.

 In
August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Topic 470) and Derivatives and Hedging-Contracts
in Entity's Own Equity (Topic 815): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity ("ASU
2020-06"). ASU 2020-06 requires companies to measure conversion of debt into equity that contain derivatives with difference as
a gain or loss. ASU 2020-06 is effective for fiscal years beginning after December 15, 2022, including those interim periods within those
fiscal years. The Company adopted and follows ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity's
Own Equity. Pursuant to ASU 2020-06, the Company recorded gain on conversion of notes payable in the amount of $ 261,798 included in Gain
related to debt activities on Statement of Operations as of December 31, 2023.

 F- 16

 Beneficial
Conversion Features

 If
a conversion features did not meet the definition of derivative liability under ASC 815, the Company evaluates the conversion feature
for a beneficial conversion feature. The effective conversion price was compared to the market price on the date of the note. If the
effective conversion price was less than the market value of underlying common stock at the inception of the convertible promissory note,
the Company recorded the difference as debt discounts and amortized over the life of the notes using the effective interest method.

 Related
Parties

 The
Company follows subtopic 850-10 of the FASB ASC for the identification of related parties and disclosure of related party transactions.
Pursuant to Section 850-10-20 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
FV option under the FV 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.

 New
Accounting Pronouncements

 In
June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments (Topic 326): Measurement of Credit Losses
on Financial Instruments ("ASU 2016-13"). ASU 2016-13 requires companies to measure credit losses utilizing a methodology
that reflects expected credit losses and requires a consideration of a broader range of reasonable and supportable information to inform
credit loss estimates. ASU 2016-13 is effective for fiscal years beginning after December 15, 2022, including those interim periods within
those fiscal years. We adopted during current period and noted no material impact to the consolidated financial statements.

 Management
does not believe that any recently issued and not adopted and/or effective, accounting pronouncements would have a material effect on
the accompanying financial statements.

 NOTE
3 – GOING CONCERN

 The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity
of operations, realization of assets, and liquidation of liabilities in the normal course of business.

 As
reflected in the accompanying financial statements, the Company had a net loss of $ ( 2,369,920) for the year ended December 31, 2023,
negative working capital of $ ( 7,653,090) as of December 31, 2023, and stockholder's deficit of $ ( 7,190,800). These factors among
others raise substantial doubt about the Company's ability to continue as a going concern.

 While
the Company is attempting to generate additional revenues, the Company's cash position may not be significant enough to support
the Company's daily operations. Management intends to raise additional funds by way of a public or private offering. Management
believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity
for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues and
in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going
concern is dependent upon the Company's ability to further implement its business plan and generate revenues.

 The
financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 F- 17

 NOTE
4 – PROPERTY AND EQUIPMENT

 Fixed
assets, net consisted of the following:

 SCHEDULE OF FIXED ASSET, NET

 December
31, 2023

 December
31, 2022

 Estimated

 Useful Life

 Equipment

 $
 118,638

 $
 118,638

 3 years

 Less: accumulated depreciation and amortization

 ( 101,930
)

 ( 81,153
)

 Property, plant, and equipment, net,

 $
 16,708

 $
 37,485

 The
above fixed assets are included in discontinued operations on the balance sheets. Depreciation expenses were $ 20,777
and $ 35,166 for the
year ended December 31, 2023 and 2022, respectively, and included with discontinued operations on the statement of
operations.

 NOTE
5 – INTANGIBLES

 As
of December 31, 2023 and 2022, the Company had intangible assets of $ 445,582 and $ 777,192 from and after the acquisition of Magiclytics
in February 2021. It is a platform that is internally developed for revenue prediction from influencer collaboration and our digital
platform Honeydrip.com.

 The
following table sets forth the Company's infinite and finite-lived intangible assets resulting from business acquisitions and other
purchases, which continue to be amortized:

 SCHEDULE OF FINITE LIVED INTANGIBLE ASSETS ACQUIRED AS PART OF BUSINESS COMBINATION

 Weighted
 Average

 Useful Life
 (in Years)

 Gross Carrying Amount

 Accumulated Amortization

 Net Carrying Amount

 Gross Carrying Value

 Accumulated Amortization

 Net Carrying Amount

 Developed technology - Magiclytics

 $
 647,743

 $
 202,161

 $
 445,582

 $
 566,983

 $
 76,617

 $
 490,366

 Developed technology - Magiclytics

 -

 -

 -

 -

 286,826

 -

 286,826

 $
 647,743

 $
 202,161

 $
 445,582

 $
 853,809

 $
 76,617

 $
 777,192

 F- 18

 For
infinite life intangible asset, the Company considered whether or not there is indication of impairment and determined none for the years
ended December 31, 2023 and 2022. During 2023, the Company fully impaired developed technology-Magiclytics of $ 286,826.

 Amortization
expenses were $ 125,545 and $ 65,826 for the years ended December 31, 2023 and 2022, respectively.

 NOTE
6 – ACCOUNTS PAYABLE AND ACCRUED LIABILITES

 Accrued
liabilities at December 31, 2023 and 2022 consist of the following:

 SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

 Accounts payable

 $
 9,747

 $
 16,382

 Accrued payroll

 370,000

 1,015,000

 Accrued interest

 1,626,590

 903,935

 Other

 121,520

 166,852

 Accounts payable and
 accrued liabilities

 $
 2,127,857

 $
 2,102,169

 NOTE
7 – CONVERTIBLE NOTES PAYABLE

Promissory Note – GS Capital Partners #2

 On
February 19, 2021, the Company entered into another securities purchase agreement with GS Capital (the "GS Capital #2"),
pursuant to which, on same date, the Company issued a convertible promissory note (the "GS Capital #2 Note") to GS Capital
the aggregate principal amount of $ 577,778 for a purchase price of $ 520,000, reflecting a $ 57,778 original issue discount, and in connection
therewith, sold to GS Capital 100,000 shares of Company's common stock, par value $ 0.001 per share at a purchase price of $ 100,
representing a per share price of $ 0.001 per share. In addition, at the closing of this sale, the Company reimbursed GS Capital the sum
of $ 10,000 for GS Capital's costs in completing the transaction, which amount GS Capital withheld from the total purchase price
paid to the Company.

 The
GS Capital #2 Note has a maturity date of February 19, 2022, and bears interest at 10 % per year. No payments of the principal amount
or interest are due prior to the maturity date other than as specifically set forth in the GS Capital #2 Note, and the Company may prepay
all or any portion of the principal amount and any accrued and unpaid interest at any time without penalty.

 The
GS Capital #2 Note (and the principal amount and any accrued and unpaid interest) is convertible into shares of the Company Common Stock
at GS Capital's election at any time following the time that the Securities and Exchange Commission ("SEC") qualifies
the Company's offering statement related to the Company's planned offering of Company Common Stock pursuant to Regulation
A under the Securities Act of 1933, as amended (the "Regulation A Offering"). At such time, the GS Capital #2 Note (and the
principal amount and any accrued and unpaid interest) will be convertible at a conversion price equal to 70% of the initial offering
price of the Company Common Stock in the Regulation A Offering, subject to a customary beneficial ownership limitation of 9.99%, which
may be waived by GS Capital on 61 days' notice to the Company. The conversion price is subject to customary adjustments for any
stock splits, etc. which occur following the determination of the conversion price.

 The
$ 57,778 original issue discounts, the fair value of 100,000 shares issued, and the beneficial conversion features were recorded as debt
discounts and amortized over the term of the note. Therefore, the total debt discounts at the inception date of this convertible promissory
note were $ 577,778.

Promissory Note – New GS Note #2

 On
November 26, 2021, the Company entered into an Amendment and Restructuring Agreement (the "Restructuring Agreement") with
GS Capital Partners, LLC to cancel the conversion exercised in the quarter ended June 30, 2021.

 F- 19

 On
June 29, 2022, the "Company entered into an Exchange Agreement (the "Exchange Note") with GS Capital. The Exchange
Note amended and restated in its entirety the previous Note Purchase Agreement between the same parties.

 The
Exchange Note replaces the Note Purchase Agreement in its entirety, which was a promissory note carrying an outstanding amount of $ 577,778.
The Exchange Note is thus a new note in the amount of $ 635,563.48, with a conversion price equal to 85 % of the closing per share trading
price of the Company's shares of common stock, $ 0.000001 par value per share ("Common Stock") on the last trading day
prior to the delivery of the notice of conversion, as reported on the National Quotations Bureau OTC Market exchange which the Company's
shares are traded.

 The
change in conversion features were recorded as loss on debt extinguishment of $ 188,771 and recognition of derivative liability of $ 416,588
as of June 30, 2022.

 GS
Capital converted $ 20,000 of principal amount and $ 4662 accrued interest to 296,380,352 common shares in the current quarter ended December
31, 2023. It further converted $ 421,063 of the principal amount and $ 4,690 accrued interest to 378,633,891 common shares in the quarter
ended September 30, 2022. It further converted $ 65,000 of principal to 481,221,646 common shares in the first quarter of 2023. The
 balance of the GS Capital #2 Note as of December 31, 2023, was $ 0.

Promissory Note – GS Capital Partners #3

 On
March 16, 2022, the Company entered into another securities purchase agreement with GS Capital (the "GS Capital #3"), pursuant
to which, on same date, the Company issued a convertible promissory note (the "GS Capital #3 Note") to GS Capital the aggregate
principal amount of $ 577,778 for a purchase price of $ 520,000, reflecting a $ 57,778 original issue discount, and in connection therewith,
sold to GS Capital 100,000 shares of Company's common stock, par value $ 0.000001 per share at a purchase price of $ 100, representing
a per share price of $ 0.001 per share. In addition, at the closing of this sale, the Company reimbursed GS Capital the sum of $ 10,000
for GS Capital's costs in completing the transaction, which amount GS Capital withheld from the total purchase price paid to the
Company.

 The
GS Capital #3 Note has a maturity date of March 22, 2022, and bears interest at 10 % per year. No payments of the principal amount or
interest are due prior to the maturity date other than as specifically set forth in the GS Capital #3 Note, and the Company may prepay
all or any portion of the principal amount and any accrued and unpaid interest at any time without penalty.

 The
GS Capital #3 Note (and the principal amount and any accrued and unpaid interest) is convertible into shares of the Company Common Stock
at GS Capital's election at any time following the time that the SEC qualifies the Company's offering statement related to
the Company's planned Regulation A Offering. At such time, the GS Capital #3 Note (and the principal amount and any accrued and
unpaid interest) will be convertible at a conversion price equal to 70% of the initial offering price of the Company Common Stock in
the Regulation A Offering, subject to a customary beneficial ownership limitation of 9.99%, which may be waived by GS Capital on 61 days'
notice to the Company. The conversion price is subject to customary adjustments for any stock splits, etc. which occur following the

 The
$ 57,778 original issue discounts, the fair value of 100,000 shares issued, and the beneficial conversion features were recorded as debt
discounts and amortized over the term of the note. Therefore, the total debt discounts at the inception date of this convertible promissory
note were $ 577,778.

 On
November 26, 2021, the Company entered into an Amendment and Restructuring Agreement (the "Restructuring Agreement") with
GS Capital Partners, LLC to extend the maturity to September 22, 2022.

 The
balance of the GS Capital #3 Note as of December 31, 2023 and 2022 was $ 577,778 and $ 577,778, respectively. The Company is currently
in default of the GS Capital #3 Note.

Promissory Note – GS Capital Partners #4

 On
April 1, 2021, the Company entered into another securities purchase agreement with GS Capital (the "GS Capital #4"), pursuant
to which, on same date, the Company issued a convertible promissory note to GS Capital the aggregate principal amount of $ 550,000 for
a purchase price of $ 500,000, reflecting a $ 50,000 original issue discount, and in connection therewith, sold to GS Capital 45,000 shares
of Company's common stock, par value $ 0.001 per share at a purchase price of $ 45, representing a per share price of $ 0.001 per
share. In addition, at the closing of this sale, the Company reimbursed GS Capital the sum of $ 10,000 for GS Capital's costs in
completing the transaction, which amount GS Capital withheld from the total purchase price paid to the Company.

 F- 20

 The
GS Capital Note #4 has a maturity date of April 1, 2022, and bears interest at 10 % per year. No payments of the principal amount or interest
are due prior to the maturity date other than as specifically set forth in the GS Capital Note, and the Company may prepay all or any
portion of the principal amount and any accrued and unpaid interest at any time without penalty.

 The
GS Capital Note (and the principal amount and any accrued and unpaid interest) is convertible into shares of the Company Common Stock
at GS Capital's election at any time following the time that the SEC qualifies the Company's offering statement related to
the Company's planned offering of Company Common Stock pursuant to Regulation A under the Securities Act. At such time, the GS
Capital Note (and the principal amount and any accrued and unpaid interest) will be convertible at a conversion price equal to 70% of
the initial offering price of the Company Common Stock in the Regulation A Offering, subject to a customary beneficial ownership limitation
of 9.99%, which may be waived by GS Capital on 61 days' notice to the Company. The conversion price is subject to customary adjustments
for any stock splits, etc. which occur following the determination of the conversion price.

 The
$ 50,000 original issue discounts, the fair value of 45,000 shares issued, and the beneficial conversion features were recorded as debt
discounts and amortized over the term of the note. Therefore, the total debt discount at the inception date of this convertible promissory
note was recorded at $ 550,000.

 On
November 26, 2021, the Company entered into an Amendment and Restructuring Agreement (the "Restructuring Agreement") with
GS Capital Partners, LLC to extend the maturity to October 1, 2022.

 The
balance of the GS Capital Note #4 as of December 31, 2023 and 2022 was $ 550,000 and $ 550,000, respectively. The
Company is currently in default of the GS Capital #4 Note.

Promissory Note – GS Capital Partners #5

 On
April 29, 2021, the Company entered into a securities purchase agreement (the "Securities Purchase Agreement") with GS Capital,
pursuant to which, on same date, the Company issued a convertible promissory note to GS Capital in the aggregate principal amount of
$ 550,000 for a purchase price of $ 500,000, reflecting a $ 50,000 original issue discount (the "GS Capital Note #5") and, in
connection therewith, sold to GS Capital 125,000 shares of the Company's common stock, par value $ 0.001 per share (the "Company
Common Stock") at a purchase price of $ 125, representing a per share price of $ 0.001 per share. In addition, at the closing of
this sale, the Company reimbursed GS Capital the sum of $ 5,000 for GS Capital's costs in completing the transaction, which amount
GS Capital withheld from the total purchase price paid to the Company.

 The
April 2021 GS Capital Note #5 has a maturity date of April 29, 2022, and bears interest at 10 % per year. No payments of the principal
amount or interest are due prior to the maturity date other than as specifically set forth in the GS Capital Note #5, and the Company
may prepay all or any portion of the principal amount and any accrued and unpaid interest at any time without penalty.

 The
GS Capital Note #5 (and the principal amount and any accrued and unpaid interest) is convertible into shares of the Company's common
stock, par value $0.001 per share (the "Company Common Stock") at GS Capital's election at any time following the time
that the SEC qualifies the Company's offering statement related to the Company's planned offering of Company Common Stock
pursuant to Regulation A under the Securities Act. At such time, the GS Capital Note #5 (and the principal amount and any accrued and
unpaid interest) will be convertible at a conversion price equal to 70% of the initial offering price of the Company Common Stock in
the Regulation A Offering, subject to a customary beneficial ownership limitation of 9.99%, which may be waived by GS Capital on 61 days'
notice to the Company. The conversion price is subject to customary adjustments for any stock splits, etc. which occur following the

 The
$ 50,000 original issue discounts, the fair value of 125,000 shares issued, and the beneficial conversion features were recorded as debt
discounts and amortized over the term of the note. Therefore, the total debt discount at the inception date of this convertible promissory
note was recorded at $ 550,000.

 F- 21

 On
November 26, 2021, the Company entered into an Amendment and Restructuring Agreement (the "Restructuring Agreement") with
GS Capital Partners, LLC to extend the maturity to October 29, 2022.

 The
balance of the GS Capital Note #5 as of December 31, 2023 and 2022 was $ 550,000 and $ 550,000, respectively.

Promissory Note – GS Capital Partners #6

 On
June 3, 2021, the Company entered into a securities purchase agreement (the "Securities Purchase Agreement") with GS Capital,
pursuant to which, on same date, the Company issued a convertible promissory note to GS Capital in the aggregate principal amount of
$ 550,000 for a purchase price of $ 500,000, reflecting a $ 50,000 original issue discount (the "GS Capital Note #6") and, in
connection therewith, sold to GS Capital 85,000 shares of the Company's common stock, par value $ 0.001 per share (the "Company
Common Stock") at a purchase price of $ 85, representing a per share price of $ 0.001 per share. In addition, at the closing of this
sale, the Company reimbursed GS Capital the sum of $ 5,000 for GS Capital's costs in completing the transaction, which amount GS
Capital withheld from the total purchase price paid to the Company.

 The
GS Capital Note #6 has a maturity date of June 3, 2022, and bears interest at 10 % per year. No payments of the principal amount or interest
are due prior to the maturity date other than as specifically set forth in the GS Capital Note #6, and the Company may prepay all or
any portion of the principal amount and any accrued and unpaid interest at any time without penalty.

 The
GS Capital Note #6 (and the principal amount and any accrued and unpaid interest) is convertible into shares of the Company's common
stock, par value $0.001 per share (the "Company Common Stock") at GS Capital's election at any time following the time
that the SEC qualifies the Company's offering statement related to the Company's planned offering of Company Common Stock
pursuant to Regulation A under the Securities Act. At such time, the GS Capital Note #6 (and the principal amount and any accrued and
unpaid interest) will be convertible at a conversion price equal to 70% of the initial offering price of the Company Common Stock in
the Regulation A Offering, subject to a customary beneficial ownership limitation of 9.99%, which may be waived by GS Capital on 61 days'
notice to the Company. The conversion price is subject to customary adjustments for any stock splits, etc. which occur following the

 The
$ 50,000 original issue discounts, the fair value of 85,000 shares issued, and the beneficial conversion features were recorded as debt
discounts and amortized over the term of the note. Therefore, the total debt discount at the inception date of this convertible promissory
note were recorded at $ 550,000.

 On
November 26, 2021, the Company entered into an Amendment and Restructuring Agreement (the "Restructuring Agreement") with
GS Capital Partners, LLC to extend the maturity to December 3, 2022.

 The
balance of the GS Capital Note #6 as of December 31, 2023 and 2022 was $ 550,000 and $ 550,000, respectively. The
Company is currently in default of the GS Capital #6 Note.

Promissory Note – Eagle Equities LLC

 On
April 13, 2021, the Company entered into a securities purchase agreement (the "Eagle SPA") with Eagle Equities LLC ("Eagle
Equities"), pursuant to which, on same date, the Company issued a convertible promissory note to Eagle Equities in the aggregate
principal amount of $ 1,100,000 for a purchase price of $ 1,000,000, reflecting a $ 100,000 original issue discount (the "Eagle Equities
Note"), and, in connection therewith, sold to Eagle Equities 165,000 shares of Company's common stock, par value of $ 0.001
per share (the "Company Common Stock") at a purchase price of $ 165.00, representing a per share price of $ 0.001 per share.
In addition, at the closing of this sale, the Company reimbursed Eagle Equities the sum of $ 10,000 for Eagle Equities' costs in
completing the transaction, which amount Eagle Equities withheld from the total purchase price paid to the Company.

 The
Eagle Equities Note has a maturity date of April 13, 2022 and bears interest at 10 % per year. No payments of the principal amount or
interest are due prior to the maturity date other than upon the circumstances set forth in the Eagle Equities Note – specifically,
if (i) the SEC qualifies the Company's offering statement related to the Company's planned offering of Company Common Stock
pursuant to Regulation A under the Securities Act; and (ii) the Company receives $ 3,500,000 in net proceeds from such Regulation A Offering,
then Company must repay the principal amount and any accrued and unpaid interest on the Eagle Equities Note within three (3) business
days from the date of such occurrence. The Company may prepay all or any portion of the principal amount and any accrued and unpaid interest
at any time without penalty.

 F- 22

 The
Eagle Equities Note (and the principal amount and any accrued and unpaid interest) is convertible into shares of the Company Common Stock
at Eagle Equities' election at any time following the time that the SEC qualifies the Company's offering statement related
to the Company's planned offering of Company Common Stock pursuant to Regulation A under the Securities Act. At such time, the
Eagle Equities Note (and the principal amount and any accrued and unpaid interest) will be convertible in restricted shares of Company
Common Stock at a conversion price equal to 70% of the initial offering price of the Company Common Stock in the Regulation A Offering,
subject to a customary beneficial ownership limitation of 9.99%, which may be waived by Eagle Equities on 61 days' notice to the
Company. The conversion price is subject to customary adjustments for any stock splits, etc. which occur following the determination
of the conversion price. Alternatively, if the SEC has not qualified the Company's offering statement related to the Company's
planned offering of Company Common Stock pursuant to Regulation A under the Securities Act by October 10, 2021, and Eagle Equities Note
has not yet been fully repaid, then Eagle Equities will have the right to convert the Eagle Equities Note (and the principal amount and
any accrued and unpaid interest) into restricted shares of Company Common Stock at a conversion price of $6.50 per share (subject to
customary adjustments for any stock splits, etc., which occur following April 13, 2021).

 The
$ 100,000 original issue discounts, the fair value of 165,000 shares issued, and the beneficial conversion features were recorded as debt
discounts and amortized over the term of the note. Therefore, the total debt discount at the inception date of this convertible promissory
note were recorded at $ 1,100,000.

 The
balance of the Eagle Equities Note as of December 31, 2023 and 2022, was $ 1,100,000 and $ 1,100,000, respectively. The
Company is currently in default of the Eagle Equities Note.

Promissory Note – Chris Etherington

 On
August 27, 2021, the Company entered into a note purchase agreement (the "Chris Etherington Note Purchase Agreement") with
Chris Etherington, with an effective date of August 26, 2021, pursuant to which, on same date, the Company issued a convertible promissory
note to Mr. Etherington in the aggregate principal amount of $ 165,000 for a purchase price of $ 150,000, reflecting a $ 15,000 original
issue discount (the "Chris Etherington Note") and, in connection therewith, issued to Mr. Etherington a Warrant to purchase
 37,500 shares of the Company's common stock, par value $ 0.001 per share (the "Company Common Stock") at an exercise
price of $ 2.00 per share, subject to adjustment (the "Chris Etherington Warrant"). In addition, in connection with the Chris
Etherington Note Purchase Agreement, the Company entered into a Security Agreement on same date with Mr. Etherington, pursuant to which
the Company's obligations under the Chris Etherington Note were secured by a first priority lien and security interest on all of
the assets of the Company (the "Chris Etherington Security Agreement"). While each of the Chris Etherington Warrant, Security
Agreement, Note, and Note Purchase Agreement have an effective date and/or effective issue date of August 26, 2021, each was entered
into and/or issued on August 27, 2021.

 The
Chris Etherington Note has a maturity date of August 26, 2022, and bears interest at 10 % per year. No payments of the principal amount
or interest are due prior to the maturity date other than as specifically set forth in the Chris Etherington Note, and the Company may
prepay all or any portion of the principal amount and any accrued and unpaid interest at any time without penalty.

 The
Chris Etherington Note (and the principal amount and any accrued and unpaid interest) is convertible into shares of Company Common Stock
at any time following August 26, 2021, until the note is repaid. The conversion price per share of Common Stock shall initially mean
the lesser of (i) $1.00 or (ii) 75% of the lowest daily volume weighted average price of the Common Stock during the 20 Trading Days
(as defined in the Chris Etherington Note) immediately preceding the date of the respective conversion. The conversion price is subject
to customary adjustments for any stock splits, etc. which occur following the determination of the conversion price.

 The
Chris Etherington Note contains customary events of default, including, but not limited to:

 if
 the Company fails to pay the then-outstanding principal amount and accrued interest on the Chris Etherington Note on any date any
 such amounts become due and payable, and any such failure is not cured within three business days of written notice thereof by Mr.
 Etherington: or

 F- 23

 the
 Company fails to remain compliant with the Depository Trust Company ("DTC"), thus incurring a "chilled" status
 with DTC; or

 any
 trading suspension is imposed by the SEC under Section 12(j) or Section 12(k) of the Exchange Act; or

 the
 occurrence of any delisting of the Company Common Stock from any securities exchange on which the Company Common Stock is listed
 or suspension of trading of the Company Common Stock on the OTC Markets.

 If
an event of default has occurred and is continuing, Mr. Etherington may declare all or any portion of the then-outstanding principal
amount of the Chris Etherington Note, together with all accrued and unpaid interest thereon, due and payable, and the Chris Etherington
Note shall thereupon become immediately due and payable in cash and Mr. Etherington will also have the right to pursue any other remedies
that Mr. Etherington may have under applicable law. In the event that any amount due under the Chris Etherington Note is not paid as
and when due, such amounts shall accrue interest at the rate of 18% per year, simple interest, non-compounding, until paid.

 The
$ 15,000 original issue discounts, the fair value of 37,500 warrants issued, and the conversion features were recorded as debt discounts
and amortized over the term of the note. Therefore, the total debt discount at the inception date of this convertible promissory note
was recorded at $ 165,000. For the excess amount of derivative liability, the Company recorded accretion expense of $ 160,538 at the inception
date of this note.

 The
balance of the Chris Etherington Note as of December 31, 2023 and 2022 was $ 165,000 and $ 165,000, respectively. The
Company is currently in default of the Chris Etherington Note.

Promissory Note – Rui Wu

 On
August 27, 2021, the Company entered into a note purchase agreement (the "Rui Wu Note Purchase Agreement") with Rui Wu, an
individual ("Rui Wu"), with an effective date of August 26, 2021, pursuant to which, on same date, the Company issued a convertible
promissory note to Rui Wu in the aggregate principal amount of $ 550,000 for a purchase price of $ 500,000, reflecting a $ 50,000 original
issue discount (the "Rui Wu Note") and, in connection therewith, issued to Rui Wu a Warrant to purchase 125,000 shares of
the Company's common stock, par value $ 0.001 per share (the "Company Common Stock") at an exercise price of $ 2.00 per
share, subject to adjustment (the "Rui Wu Warrant"). In addition, in connection with the Rui Wu Note Purchase Agreement,
the Company entered into a Security Agreement on same date with Rui Wu, pursuant to which the Company's obligations under the Rui
Wu Note were secured by a first priority lien and security interest on all of the assets of the Company (the "Rui Wu Security Agreement").
While each of the Rui Wu Warrant, Security Agreement, Note, and Note Purchase Agreement have an effective date and/or effective issue
date of August 26, 2021, each was entered into and/or issued on August 27, 2021.

 The
Rui Wu Note has a maturity date of August 26, 2022, and bears interest at 10 % per year. No payments of the principal amount or interest
are due prior to the maturity date other than as specifically set forth in the Rui Wu Note, and the Company may prepay all or any portion
of the principal amount and any accrued and unpaid interest at any time without penalty.

 The
Rui Wu Note (and the principal amount and any accrued and unpaid interest) is convertible into shares of Company Common Stock at any
time following August 26, 2021, until the note is repaid. The conversion price per share of Common Stock shall initially mean the lesser
of (i) $1.00 or (ii) 75% of the lowest daily volume weighted average price of the Common Stock during the 20 Trading Days (as defined
in the Rui Wu Note) immediately preceding the date of the respective conversion. The conversion price is subject to customary adjustments
for any stock splits, etc. which occur following the determination of the conversion price.

 The
Rui Wu Note contains customary events of default, including, but not limited to:

 if
 the Company fails to pay the then-outstanding principal amount and accrued interest on the Rui Wu Note on any date any such amounts
 become due and payable, and any such failure is not cured within three business days of written notice thereof by Rui Wu: or

 the
 Company fails to remain compliant with the Depository Trust Company ("DTC"), thus incurring a "chilled" status
 with DTC; or

 any
 trading suspension is imposed by the SEC under Section 12(j) or Section 12(k) of the Securities Exchange Act of 1934, as amended
 (the "Exchange Act"); or

 the
 occurrence of any delisting of the Company Common Stock from any securities exchange on which the Company Common Stock is listed
 or suspension of trading of the Company Common Stock on the OTC Markets.

 F- 24

 If
an event of default has occurred and is continuing, Rui Wu may declare all or any portion of the then-outstanding principal amount of
the Rui Wu Note, together with all accrued and unpaid interest thereon, due and payable, and the Rui Wu Note shall thereupon become immediately
due and payable in cash and Rui Wu will also have the right to pursue any other remedies that Rui Wu may have under applicable law. In
the event that any amount due under the Rui Wu Note is not paid as and when due, such amounts shall accrue interest at the rate of 18%
per year, simple interest, non-compounding, until paid.

 The
$ 50,000 original issue discounts, the fair value of 125,000 warrants issued, and the conversion features were recorded as debt discounts
and amortized over the term of the note. Therefore, the total debt discount at the inception date of this convertible promissory note
was recorded at $ 550,000. For the excess amount of derivative liability, the Company recorded accretion expense of $ 514,850 at the inception
date of this note.

 The
balance of the Riu Wu Note as of December 31, 2023 and 2022 was $ 550,000 and $ 550,000, respectively. The Company is currently in default
of the Rui Wu Note.

Note – Fast Capital, LLC

 On
January 13, 2022, the Company entered into a Securities Purchase Agreement, (the "SPA") dated as of January 10, 2022, by
and between the Company and Fast Capital, LLC (the "Buyer"). Pursuant to the terms of the SPA, the Company agreed to issue
and sell, and the Buyer agreed to purchase (the "Purchase"), a 10% convertible note in the aggregate principal amount of
$ 120,000 (the "Note"). The Note has an original issue discount of $ 10,000, resulting in gross proceeds to the Company of
$ 110,000.

 The
Note bears interest at a rate of 10 % per annum and reached maturity on January 10, 2023. The Note may be prepaid or assigned with the
following penalties/premiums:

 SCHEDULE OF PREPAID CONVERTIBLE NOTES PAYABLE

 Prepay
 Date

 Prepay
 Amount

 On
 or before 30 days

 115 %

 – 60 days

 120 %

 – 90 days

 125 %

 – 120 days

 130 %

 – 150 days

 135 %

 – 180 days

 140 %

 The
Note may not be prepaid after the 180 th day.

 The
Buyer has the right from time to time, and at any time after 180 days to convert all or any part of the outstanding and unpaid principal
amount of the Note into common stock, subject to a 4.99% equity blocker.

 The
conversion price of the Note equals 70% of the lowest trading price of the Company's common stock for the 20 prior trading days,
including the day upon which a notice of conversion is delivered.

 The
balance of the Fast Capital note as of December 31, 2023 and 2022 was $ 120,000 and $ 120,000 respectively. The
Company is currently in default of the Fast Capital Note.

Promissory Note – ONE44 Capital LLC

 On
February 16, 2022, the Company entered into a Securities Purchase Agreement, (the "ONE44 Capital purchase agreement") dated
February 15, 2022, by and between the Company and ONE44 Capital LLC. Pursuant to the terms of the SPA, the Company agreed to issue and
sell, and the Buyer agreed to purchase, a convertible note in the aggregate principal amount of $ 175,500 (the "ONE44 Capital Note").
The ONE44 Capital Note has an original issue discount of $ 17,500, resulting in gross proceeds to the Company of $ 158,000.

 F- 25

 The
ONE44 Capital Note bears interest at a rate of 4 % per annum and matures on February 16, 2023. Any amount of principal or interest on
the Note which is not paid when due will bear interest at a rate of 24 % per annum. The Note may not be prepaid in whole or in part except
as provided in the Note by way of conversion at the option of the Buyer.

 The
Buyer has the right from time to time, and at any time during the period beginning on the date that is 180 days following February 16,
2022 and ending on the later of (i) February 16, 2023, and (ii) the date of payment of the Default Amount (as defined in the Note), to
convert all or any part of the outstanding and unpaid principal amount of the Note into common stock, subject to a 4.99% equity blocker.

 The
conversion price of the ONE44 Capital Note equals the lesser of the Variable Conversion Price (as hereinafter defined) and $ 1.00. The
"Variable Conversion Price" means 65% multiplied by the lowest VWAP (as defined in the Note) for the Company's common
stock during the 3 trading date period ending on the latest complete trading day prior to the conversion date.

 Since
the conversion price is based on 65 % of the VWAP during the 3 -trading day period immediately prior to the option conversion date, the
Company has determined that the conversion feature is considered a derivative liability for the Company, which is detailed in Note 10.

 The
$ 17,500 original issue discounts, the $ 8,000 reimbursement and the conversion features were recorded as debt discounts and amortized
over the term of the note. Therefore, the total debt discount at the inception date of this convertible promissory note were recorded
at $ 148,306.

 ONE44
Capital LLC converted $ 45,000 principal to common shares in the quarter ended March 31, 2023.

 On
March 7, 2023, the Company entered into a Debt Repayment and Release Agreement by and between the Company and ONE44 Capital LLC. Pursuant
to the terms of the Agreement, the Company agreed to pay to ONE44 $ 88,738 as full and complete payment of certain debt owed by the Company
to ONE44 pursuant to a 4 % convertible redeemable note due February 16, 2023, dated February 16, 2022 (the "Note"), in the
principal sum of $ 90,000, plus accrued interest. On March 7, 2023, pursuant to the terms of the Agreement, the Company paid ONE44 $ 88,738,
the debt was settled, and the ONE44 Capital Note was terminated.

 The
balance of the ONE44 Capital note as of December 31, 2023 and 2022 was $ 0 and $ 135,000 respectively.

Promissory Note – ONE44 Capital LLC #2

 On
May 20, 2022, the Company entered into a Securities Purchase Agreement, (the "ONE44 Capital purchase agreement #2") by and
between the Company and ONE44 Capital LLC. Pursuant to the terms of the SPA, the Company agreed to issue and sell, and the Buyer agreed
to purchase, a convertible note in the aggregate principal amount of $ 115,000 (the "ONE44 Capital Note"). The ONE44 Capital
Note has an original issue discount of $ 10,000 and reimbursement of $ 5,000, resulting in gross proceeds to the Company of $ 100,000.

 The
ONE44 Capital Note bears interest at a rate of 4 % per annum and matures on May 20, 2023. Any amount of principal or interest on the Note
which is not paid when due will bear interest at a rate of 24 % per annum. The Note may not be prepaid in whole or in part except as provided
in the Note by way of conversion at the option of the Buyer.

 ONE44
is entitled, at its option, at any time after the sixth monthly anniversary of cash payment, to convert all or any amount then outstanding
under the May 2022 ONE44 Note into shares of common stock at a price per share equal to 55% of the lowest daily trading VWAP of the Company's
common stock for the 20 prior trading days, subject to a 4.99% equity blocker and subject to the terms of the May 2022 ONE44 Note.

 Since
the conversion price is based on 55 % of the lowest daily trading VWAP of the Company's common stock for the 20 prior trading days,
the Company has determined that the conversion feature is considered a derivative liability for the Company, which is detailed in Note
10.

 The
$ 10,000 original issue discounts, the $ 5,000 reimbursement and the conversion features were recorded as debt discounts and amortized
over the term of the note. Therefore, the total debt discount at the inception date of this convertible promissory note were recorded
at $ 95,000.

 F- 26

 ONE44
Capital LLC converted $ 20,000 principal to common shares in the quarter ended March 31, 2023 and converted $ 20,000 principal and $ 770
interest to common shares in the quarter ended June 30, 2023.

 On
May 10, 2023, the Company entered into debt repayment and release agreement with ONE44 Capital LLC. Pursuant to the terms of the Agreement,
the Company agreed to pay to ONE44 $ 77,893 as full and complete payment of certain debt owed by the Company to ONE44 pursuant to a 4 %
convertible redeemable note due May 20, 2023 (the "Note"), in principal sum of $ 75,000, plus accrued interest. On May 11,
2023, pursuant to the terms of the Agreement, the Company paid ONE44 $ 77,893, the debt was settled, and the ONE44 Capital Note was terminated.

 The
balance of the ONE44 Capital note as of December 31, 2023 and 2022 was $ 0 and $ 115,000, respectively.

Promissory Note – 1800 Diagonal Lending LLC

 On
June 23, 2022, the Company entered into a Securities Purchase Agreement, (the "Sixth Street #4 purchase agreement"), by and
between the Company and Diagonal Lending LLC. Pursuant to the terms of the SPA, the Company agreed to issue and sell, and the Buyer agreed
to purchase, a convertible note in the aggregate principal amount of $ 86,625 (the "Diagonal Note"). The Diagonal Note has
an original issue discount of $ 7,875, $ 3,000.00 paid to legal counsel for the Company, and $ 750.00 which amount was retained by the Investor
as a due diligence fee resulting in gross proceeds to the Company of $ 75,000.

 The
Note has a maturity date of June 23, 2023 and bears interest at 10 % per annum. No payments of the principal amount or interest are due
prior to the maturity date, other than as specifically set forth in the Note. The Company may not prepay the Note prior to the maturity
date, other than by way of a conversion initiated by Investor.

 The
Note provides Investor with conversion rights to convert all or any part of the outstanding and unpaid principal amount of the Note at
any time, from time to time, and at any time during the period beginning on the date which is one hundred eighty (180) days following
the date of the Note and ending on the later of: (i) the Maturity Date; and (ii) the date of payment of the Default Amount (as defined
in the Note). Notwithstanding the foregoing, the Investor shall not be entitled to a conversion under the Note upon which the sum of
(1) the number of shares of common stock, $0.000001 par value per share ("Common Stock") beneficially owned by the Investor
and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted
portion of the Note or the unexercised or unconverted portion of any other security of the Company subject to a similar limitation on
conversion or exercise) and (2) the number of shares of Common Stock issuable upon the conversion would result in beneficial ownership
by the Investor and its affiliates of more than 4.99% of the outstanding shares of Common Stock.

 The
conversion price is equal to the lesser of the variable conversion price and fixed conversion price which is $ 1.00. The variable conversion
price is defined in the Note as 75 % multiplied by the lowest VWAP for shares of Common Stock during the 20 trading days immediately preceding
the Conversion Date.

 Since
the conversion price is based on the lesser of (i) $ 1.00 or (ii) 75 % of the VWAP during the 20 -trading day period immediately prior to
the option conversion date, the Company has determined that the conversion feature is considered a derivative liability for the Company,
which is detailed in Note 10.

 The
$ 11,625 original issue discounts and the conversion features were recorded as debt discounts and amortized over the term of the note.
Therefore, the total debt discount at the inception date of this convertible promissory note were recorded at $ 86,625.

 Three
conversions occurred during the period ending March 31, 2023, resulting in a principal reduction of $ 46,500 and remaining balance was
settled on February 17, 2023 as disclosed below.

 On
February 17, 2023, the Company entered into a Settlement and Release Agreement by and between the Company and 1800 Diagonal Lending LLC.
Pursuant to the terms of the Agreement, in full and final settlement of the Diagonal lending LLC notes, the Company agreed to (i) pay
to the Lender $ 105,000; and (ii) issue to the Lender shares of the Company's common stock with respect to the Lender's notice
of conversion dated February 16, 2023 relating to a partial conversion of Note #1 (with a then-current balance of $ 45,479).

 As
a result, as of February 17, 2023, pursuant to the terms of the Agreement, the Debt was settled and all the 1800 Diagonal Lending LLC
notes were terminated.

 The
balance of the Diagonal note as of December 31, 2023 and 2022 was $ 0 and $ 86,625, respectively.

Promissory Note – Diagonal Lending LLC

 On
July 8, 2022, the Company entered into a Securities Purchase Agreement, (the "1800 Diagonal Lending LLC purchase agreement"),
by and between the Company and Diagonal Lending LLC. Pursuant to the terms of the SPA, the Company agreed to issue and sell, and the
Buyer agreed to purchase, a convertible note in the aggregate principal amount of $ 61,812 (the "Diagonal Note"). The Diagonal
Note has an original issue discount of $ 5,375 and $ 3,750 paid to legal counsel for the Company, resulting in gross proceeds to the Company
of $ 52,688.

 The
Note has a maturity date of July 8, 2023 and bears interest at 10 % per annum. No payments of the principal amount or interest are due
prior to the maturity date, other than as specifically set forth in the Note. The Company may not prepay the Note prior to the maturity
date, other than by way of a conversion initiated by Investor.

 The
Note provides Investor with conversion rights to convert all or any part of the outstanding and unpaid principal amount of the Note at
any time, from time to time, and at any time during the period beginning on the date which is one hundred eighty (180) days following
the date of the Note and ending on the later of: (i) the Maturity Date; and (ii) the date of payment of the Default Amount (as defined
in the Note). Notwithstanding the foregoing, the Investor shall not be entitled to a conversion under the Note upon which the sum of
(1) the number of shares of common stock, $0.000001 par value per share ("Common Stock") beneficially owned by the Investor
and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted
portion of the Note or the unexercised or unconverted portion of any other security of the Company subject to a similar limitation on
conversion or exercise) and (2) the number of shares of Common Stock issuable upon the conversion would result in beneficial ownership
by the Investor and its affiliates of more than 4.99% of the outstanding shares of Common Stock.

 The
conversion price is equal to the lesser of the variable conversion price and fixed conversion price which is $ 1.00. The variable conversion
price is defined in the Note as 75 % multiplied by the lowest VWAP for shares of Common Stock during the 20 trading days immediately preceding
the Conversion Date.

 F- 27

 Since
the conversion price is based on the lesser of (i) $ 1.00 or (ii) 75 % of the VWAP during the 20 -trading day period immediately prior to
the option conversion date, the Company has determined that the conversion feature is considered a derivative liability for the Company,
which is detailed in Note 10.

 The
$ 5,375 original issue discounts and the conversion features were recorded as debt discounts and amortized over the term of the note.
Therefore, the total debt discount at the inception date of this convertible promissory note were recorded at $ 61,812.

 On
February 17, 2023, the Company entered into a Settlement and Release Agreement by and between the Company and 1800 Diagonal Lending LLC.
Pursuant to the terms of the Agreement, in full and final settlement of the Diagonal lending LLC notes, the Company agreed to (i) pay
to the Lender $ 105,000; and (ii) issue to the Lender shares of the Company's common stock with respect to the Lender's notice
of conversion dated February 16, 2023 relating to a partial conversion of Note #1 (with a then-current balance of $ 45,479).

 As
a result, as of February 17, 2023, pursuant to the terms of the Agreement, the Debt was settled and all the 1800 Diagonal Lending LLC
notes were terminated.

 The
balance of the Diagonal note as of December 31, 2023 and 2022, was $ 0 and $ 61,813, respectively.

 Below
is the summary of the principal balance and debt discounts as of December 31, 2023.

 SCHEDULE OF CONVERTIBLE PROMISSORY NOTE

 Convertible Promissory Note Holder

 Start Date

 End Date

 Initial Note
 Principal
 Balance

 Current
 Note
 Principal
 Balance

 Debt Discounts
 As of
 Issuance

 Amortization

 Debt Discounts
 As of

 GS Capital #2

 2/16/2022

 2/16/2022

 -

 ( 577,778
)

 -

 GS Capital #2 - replacement

 6/29/2022

 8/16/2022

 635,563

 -

 -

 -

 -

 GS Capital #3

 3/16/2022

 3/16/2022

 ( 577 778)

 -

 GS Capital #4

 4/1/2022

 4/1/2022

 ( 550,000
)

 -

 Eagle Equities LLC

 4/13/2022

 4/13/2022

 1,100,000

 1,100,000

 1,100,000

 ( 1,100,000
)

 -

 GS Capital #5

 4/29/2022

 4/29/2022

 ( 550,000
)

 -

 GS Capital #6

 6/3/2022

 6/3/2022

 ( 550,000
)

 -

 Chris Etherington

 8/26/2022

 8/26/2022

 165,000

 165,000

 165,000

 ( 165,000
)

 -

 Rui Wu

 8/26/2022

 8/26/2022

 ( 550,000
)

 -

 Sixth Street Lending #1

 11/28/2022

 11/28/2022

 224,000

 -

 173,894

 ( 173,894
)

 -

 Sixth Street Lending #2

 12/9/2022

 12/9/2022

 93,500

 -

 79,118

 ( 79,118
)

 -

 Fast Capital LLC

 1/10/2022

 1/10/2023

 120,000

 120,000

 120,000

 ( 120,000
)

 -

 Sixth Street Lending #3

 1/12/2022

 1/12/2023

 70,125

 -

 50,748

 ( 50,748
)

 -

 One 44 Capital

 2/16/2022

 2/16/2023

 175,500

 -

 148,306

 ( 148,306
)

 -

 Coventry Enterprise

 3/3/2022

 3/3/2023

 150,000

 -

 150,000

 ( 150,000
)

 -

 One 44 Capital #2

 5/20/2022

 5/20/2023

 115,000

 -

 115,000

 ( 115,000
)

 -

 1800 Diagonal Lending LLC

 6/23/2022

 6/23/2023

 86,625

 -

 86,625

 ( 86,625
)

 -

 1800 Diagonal Lending LLC

 7/8/2022

 7/8/2023

 61,813

 -

 61,813

 ( 61,813
)

 -

 Total

 Total

 $
 -

 Remaining note principal balance

 4,162,778

 Total convertible promissory notes, net

 $
 4,162,778

 F- 28

 Future
payments of principal of convertible notes payable at December 31, 2023 are as follows:

 SCHEDULE OF FUTURE MATURITIES OF CONVERTIBLE NOTES PAYABLE

 Years ending December 31,

 2024

 $
 ( 4,162,778
)

 2025

 –

 2026

 –

 Thereafter

 –

 Total

 $
 ( 4,162,778
)

expenses recorded related to the convertible notes payable for the year ended December 31, 2023 and 2022 were $ 750,212 and $ 845,053,
respectively.

 The
Company amortized $ 140,144 and $ 2,415,346 of the discount on the convertible notes payable to interest expense for the year ended December
31, 2023, and 2022, respectively.

 The
Company recognized additional non-cash interest expense from excess derivative of $ 0 and $ 758,265 for the year ended December 31, 2023
and 2022, respectively.

 NOTE
8 – SHARES ISSUED - LIABILITY

 As
of December 31, 2023 and 2022, the Company entered into various consulting agreements with consultants, directors, and convertible debt.
The balances of shares to be issued – liability was $ 318,042 and $ 573,333, respectively. The Company recorded these consultant
and director shares under liability based on the shares will be issued at a fixed monetary amount known at inception under ASC 480.

to be issued - liability is summarized as below:

 SCHEDULE OF SHARES TO BE ISSUED LIABILITY

 Beginning Balance, January 1, 2022

 $
 1,047,885

 Shares to be issued

 672,819

 Shares issued

 ( 1,147,371
)

 Ending Balance, December 31, 2022

 $
 573,333

to be issued - liability is summarized as below:

 Beginning Balance, January 1, 2023

 $
 573,333

 Shares to be issued

 300,000

 Shares issued

 ( 555,291
)

 Ending Balance, December 31, 2023

 $
 318,042

 NOTE
9 – DERIVATIVE LIABILITY

 The
derivative liability is derived from the conversion features in note 8 signed for the period ended December 31, 2022. All were valued
using the weighted-average Binomial option pricing model using the assumptions detailed below. As of December 31, 2023 and 2022, the
derivative liability was $ 873,913 and $ 799,988, respectively. The Company recorded $ 335,722 loss and $ 166,309 loss from changes in derivative
liability during the years ended December 31, 2023 and 2022, respectively.

 The
Binomial model with the following assumption inputs:

 SCHEDULE OF DERIVATIVE LIABILITY ASSUMPTIONS INPUT

 Annual Dividend Yield

 —

 Expected Life (Years)

 0.1 – 0.7 years

 Risk-Free Interest Rate

 1.282 % - 2.98
 %

 Expected Volatility

 149 - 612
 %

 F- 29

 Fair
value of the derivative is summarized as below:

 SCHEDULE OF FAIR VALUE OF DERIVATIVE LIABILITY

 Beginning Balance, December 31, 2021

 $
 513,959

 Additions

 2,451,945

 Mark to Market

 166,309

 Cancellation of Derivative Liabilities Due to Conversions

 -

 Reclassification to APIC Due to Conversions

 ( 2,332,225
)

 Ending Balance, December 31, 2022

 $

 SCHEDULE OF DERIVATIVE LIABILITY ASSUMPTIONS INPUT

 Annual Dividend Yield

 —

 Expected Life (Years)

 0.1 – 0.7 years

 Risk-Free Interest Rate

 5.26 % - 5.53
 %

 Expected Volatility

 570 - 703
 %

 Fair
value of the derivative is summarized as below:

 SCHEDULE OF FAIR VALUE OF DERIVATIVE LIABILITY

 Beginning Balance, December 31, 2022

 $

 liability, Balance

 $

 Additions

 -

 Mark to Market

 335,722

 Cancellation of Derivative Liabilities Due to Conversions

 -

 Reclassification to Other Income (Loss) Due to Conversions

 ( 261,797
)

 Ending Balance, December 31, 2023

 $

 liability, Balance

 $

 NOTE
10 – NOTE PAYABLE, RELATED PARTY

 Note
payable – Amir without interest

 For
the years ended December 31, 2023 and 2022, the Company borrowed $ 1,393,000 and $ 525,050, respectively, from Amir. The Company, also,
made payments of $ 396,667 and settled of $ 1,197,501 with issuance in common stock shares towards the note payable as of December 31,
2023. The note is due on demand and has no interest.

March 4, 2021, the Company entered into three (3) separate director agreements with Amir Ben-Yohanan, Christopher Young, and Simon Yu.
The Director Agreements set out terms and conditions of each of Mr. Ben-Yohanan's, Mr. Young's, and Mr. Yu's role as
a director of the Company. Mr. Young and Yu resigned from their officer and director positions with the Company on October 8, 2022.

to the Director Agreements, the Company agreed to compensate each of the Directors as follows:

 An
 issuance of 31,821 shares of the Company's common stock, par value par value $ 0.000001 ("Common Stock"), to be
 issued on the Effective Date, as compensation for services provided by each of the Directors to the Company prior to the Effective
 Date; and

 An
 issuance of a number of shares of Common Stock having a fair market value (as defined in each of the Director Agreements) of $ 25,000
 at the end of each calendar quarter that the Director serves as a director.

 As
of December 31, 2023, and December 31, 2022, the Company has a payable balance owed to the sellers of Magiclytics of $ 97,761 and $ 97,761
from the acquisition of Magiclytics on February 3, 2021.

the year ended December 31, 2023, Mr. Young and Mr. Yu prior accrued and unpaid wages amounting $ 80,000 a piece for total of $ 160,000
as of September 30, 2023 were forgiven per consulting agreement section 3(c) by the Company. The forgiven accrued and unpaid wages were
recorded as a charge to additional paid in capital.

 On
October 7, 2021, the Board of Directors of the Company appointed Dmitry Kaplun as the Company's Chief Financial Officer. Pursuant
to the terms of the Employment Agreement, the Board entered into a restricted stock award agreement (the "Restricted Stock Agreement")
dated October 7, 2022. Pursuant to the terms of the Restricted Stock Agreement, the Board granted Mr. Kaplun 58,824 shares of restricted
common stock on October 7, 2022. 25 % of the shares vest on each of the three-month, six-month, nine-month and 12-month anniversaries
of the grant date.

 F- 30

 On
October 12, 2021, the Board appointed Massimiliano Musina to serve as a member of the Company's Board of Directors. In connection
with Mr. Musina's appointment, the Company and Mr. Musina entered into an Independent Director Agreement dated October 12, 2021
(the "Director Agreement"). Pursuant to the terms of the Director Agreement, the Company agreed to issue to Mr. Musina each
quarter a number of shares of common stock having a fair market value of $ 25,000, in exchange for Mr. Musina's service as a member
of the Company's Board of Directors.

 On
April 1, 2022, Clubhouse Media Group, Inc. (the "Company") entered into an employment agreement with Amir Ben-Yohanan, the
Company's Chief Executive Officer, effective April 11, 2022. The terms of the employment agreement are substantially similar to
the terms of Mr. Ben-Yohanan's prior employment agreement with the Company. Accordingly, pursuant to the terms of the employment
agreement, Mr. Ben-Yohanan will continue to serve as Chief Executive Officer of the Company, reporting to the Board of Directors (the
"Board"). As compensation for Mr. Ben-Yohanan's services, the Company agreed to pay Mr. Mr. Ben-Yohanan an annual base
salary of $ 400,000 (the "Base Salary") comprised of two parts a "Cash Portion", and an "Optional Portion".
The Cash Portion is a monthly cash payment of $ 15,000. The remaining $ 220,000 per year – the Optional Portion – is payable
as follows:

 (i)

 If
 the Company's Board determines that the Company has sufficient cash on hand to pay all or a portion of the Optional Portion
 in cash, such amount shall be paid in cash.

 (ii)

 If
 the Board determines that the Company does not have sufficient cash on hand to pay all of the Optional Portion in cash, then the
 portion of the Optional Portion which the Board determines that the Company has sufficient cash on hand to pay in cash will be paid
 in cash, and the remainder (the "Deferred Portion") will either:

 a.

 be
 paid at a later date, when the Board determines that the Company has sufficient cash on hand to enable the Company to pay the Deferred
 Portion; or

 b.

 will
 not be paid in cash – and instead, the Company will issue shares of Company Common Stock equal to

 (A)
 the Deferred Portion, divided by (B) the VWAP (as defined in the employment agreement) as of the

 (B)
 date of issuance of such shares of Company Common Stock.

 In
addition, pursuant to the employment agreement, Mr. Ben-Yohanan is entitled to be paid discretionary annual bonuses as determined by
the Board, and is also entitled to receive fringe benefits, such as, but not limited to, reimbursement for reimbursement for all reasonable
and necessary out-of-pocket business, entertainment and travel, vacation days, and certain insurances.

 The
initial term of the employment agreement is one year from April 11, 2022, unless earlier terminated. Thereafter, the term is automatically
extended on an annual basis for terms of one year each, unless either the Company or Mr. Ben-Yohanan provides notice to the other party
of their desire to not so renew the term of the agreement (as applicable) at least 30 days prior to the expiration of the then-current
term.

 Mr.
Ben-Yohanan's employment with the Company shall be "at will," meaning that either Mr. Ben-Yohanan or the Company may
terminate Mr. Ben-Yohanan's employment at any time and for any reason, subject to certain terms and conditions.

 The
Company may terminate the employment agreement at any time, with or without "cause", as defined in the employment agreement
and Mr. Ben-Yohanan may terminate the employment agreement at any time, with or without "good reason", as defined in the
employment agreement. If the Company terminates the employment agreement for cause or Mr. Ben-Yohanan terminates the employment agreement
without good reason, Mr. Ben-Yohanan will be entitled to be paid any unpaid salary owed or accrued, including the issuance of any shares
of Company Common Stock owed or accrued (as compensation) as of the termination date. In the event that there was any Deferred Portion
which had been agreed to be paid in cash, such Deferred Portion instead will be paid in shares of Company Common Stock as though such
amount had been agreed to be paid via the issuance of shares of Company Common Stock. Mr. Ben-Yohanan will also be entitled to payment
for any unreimbursed expenses as of the termination date. However, any unvested portion of any equity granted to Mr. Ben-Yohanan will
be immediately forfeited as of the termination date.

the year ended December 31, 2023, Mr. Ben-Yohanan entered into an agreement with the Company to forgive all prior accrued and unpaid
wages amounting to $ 785,000 as of September 30, 2023 and agreed to forego any wages until further notification to the Company. The forgiven
accrued and unpaid wages were recorded as a charge to additional paid in capital.

 F- 31

 On
April 19, 2022, the board of directors (the "Board") of Clubhouse Media Group, Inc. (the "Company") and stockholders
holding a majority of the Company's voting power approved the Clubhouse Media Group, Inc. 2022 Equity Incentive Plan (the "2022
Plan").

 NOTE
11 - JOINT VENTURE AGREEMENT- CONSOLIDATED SUBSIDIARY

 On
July 31, 2022, the Company entered into a joint venture deal memo with Alden Henri Reiman ("Mr. Reiman"), pursuant to which
the parties agreed to enter into a more permanent joint venture arrangement, involving the creation of a Nevada limited liability company,
The Reiman Agency LLC (the "Agency"), of which the Company shall own 51 % of the membership units, and Mr. Reiman shall own
 49 % of the membership units. Mr. Reiman is to serve as President of the Agency, pursuant to the terms of an Executive Employment Agreement.
The parties' respective membership interests shall be non-transferrable, and the Agency shall not issue additional membership interests,
unless the parties mutually consent in each instance. The Company consolidated this joint venture since we owned 51% and has control
in this entity.

 Mr.
Reiman shall oversee the day-to-day operations of the Agency, but shall consult with the Company on a regular basis and regularly update
the Company on the status of deals and the operations of the business. All material business and financial decisions shall be subject
to the Company's final approval. The Company shall not exercise its approval rights in an arbitrary or capricious manner.

 In
the event that Mr. Reiman determines that office space is required to properly carry on the business of the Agency, Mr. Reiman shall
have the authority to lease a reasonable office space on behalf of the Agency, subject to the Company's prior review and approval.
The Company has agreed and approved an office leasing budget of up to $ 200,000 USD annually. Expenses in excess of $400 must be pre-approved
by the Company.

 On
the Effective Date, the parties closed the Agreement by executing an Operating Agreement for the Agency, dated the Effective Date, which
encapsulates the essential terms and conditions contained in the Agreement.

 In
connection with Mr. Reiman's appointment as President of the Agency, on the Effective Date, the Company and the Agency, a majority
owned subsidiary of the Company, entered into a written Executive Employment Agreement (the "Employment Agreement") with
Mr. Reiman for a term of two (2) years following the Effective Date (the "Initial Term"). The Initial Term and any renewal
term shall automatically be extended for up to two (2) more additional terms of two (2) years (each a "Renewal Term"), for
an aggregate of up to six (6) years.

 The
Employment Agreement provides Mr. Reiman with a monthly base salary of $ 37,500 per month, payable on a weekly basis in accordance with
the Company's own payroll policies for the initial term, provided however, that if within the three (3) month period following
full execution of the Employment Agreement the Agency is profitable, the Base Salary shall increase to $ 42,500 per month, beginning the
week following the end of the Period. On December 14, 2023, the Company terminated employment of Mr. Reiman.

 Additionally,
on the last day of each month of the term, Mr. Reiman shall be entitled to an amount of shares equal to seven and one half percent ( 7.5 %)
of the net receipts for the applicable month ("Additional Shares"), divided by the twenty (20) day VWAP of such shares from
the last day of the applicable month. All Additional Shares issued to Mr. Reiman pursuant to the Employment Agreement shall be issued
to Mr. Reiman within seven (7) business days of the date such shares vest.

 Mr.
Reiman shall also be entitled to Twenty-Five Percent ( 25 %) of the net receipts generated by the Agency during each month (the "Commission
Bonus"). The Commission Bonus shall be calculated monthly and paid to Reiman within seven (7) business days of the last business
day of the applicable month.

 The
Company allocates the net income or loss of this joint venture to non-controlling interest based on the ownership of this joint
venture. The non-controlling interest for the years ended December 31, 2023 and 2022, was $ ( 70,275)
and $ 385,166,
respectively, included with discontinued operations in statement of operations. During December 2023, the Company terminated the
joint venture agreement with Mr. Reiman due to switching focus away from brand deals. However, the controlling ownership percentage
of the Company did not change and will continue until the contracts entered into before termination of agreement are completed.

 F- 32

 NOTE
12 – STOCKHOLDERS' EQUITY (DEFICIT)

 On
July 7, 2020, the Company increased the authorized capital stock of the Company to 550,000,000, comprised of 500,000,000 shares of common
stock, par value $ 0.001, and 50,000,000 shares of preferred stock, par value $ 0.001.

 On
April 19, 2022, the Company filed Articles of Amendment to the Company's Articles of Incorporation with the Nevada Secretary of
State that had the effect of increasing the authorized shares of common stock from 500,000,000 to 2,000,000,000.

 The
Company filed a Certificate of Amendment to the Articles of Incorporation with the Secretary of State of the State of Nevada on June
13, 2022 for the purpose of amending the Articles of Incorporation of the Company to reduce the par value of the common stock of the
Company, par value $ 0.001 per share, from $ 0.001 to $ 0.000001.

 On
June 23, 2022, the Company filed Articles of Amendment to the Company's Articles of Incorporation with the Nevada Secretary of
State that had the effect of increasing the authorized shares of common stock from 2,000,000,000 to 8,000,000,000. The Company's
Preferred Stock was unchanged by the Amendment.

 On
November 15, 2022, the Company filed a certificate of amendment to its Articles of Incorporation to increase the Company's authorized
shares of common stock, par value $ 0.000001 per share, from 8,000,000,000 to 25,000,000,000. Accordingly, following the filing of the
Amendment, the Company has 25,050,000,000 authorized shares of capital stock, consisting of 25,000,000,000 shares of common stock and
 50,000,000 shares of preferred stock, par value $ 0.001 per share.

 One
share of Series X Preferred Stock is outstanding as of December 31, 2022. The single share of Series X Preferred Stock outstanding is
held by Amir Ben-Yohanan, the Company's Chief Executive Officer, who also holds 10,564,764,688 shares of Common Stock as
of December 31, 2023.

 Preferred
Stock

 As
of December 31, 2023 there was 1 preferred share issued and outstanding.

 On
November 12, 2020, the Company filed a Certificate of Designations with the Secretary of State of Nevada to designate one share of the
preferred stock of the Company as the Series X Preferred Stock of the Company.

 In
November 2020, the Company issued and sold to the Company's Chief Executive Officer 1 share of Series X Preferred Stock, at a purchase
price of $ 1.00. The share of Series X Preferred Stock shall have a number of votes at any time equal to (i) the number of votes then
held or entitled to be made by all other equity securities of the Company, debt securities of the Company or pursuant to any other agreement,
contract or understanding of the Company, plus (ii) one (1). The Series X Preferred Stock shall vote on any matter submitted to the holders
of the Common Stock, or any class thereof, for a vote, and shall vote together with the Common Stock, or any class thereof, as applicable,
on such matter for as long as the share of Series X Preferred Stock is issued and outstanding. The Series X Preferred Stock shall not
have the right to vote on any matter as to which solely another class of Preferred Stock of the Company is entitled to vote pursuant
to the certificate of designations of such other class of Preferred Stock of the Company.

 The
Series X Preferred Stock shall not be convertible into shares of any other class of stock of the Company and entitled to receive any
dividends paid on any other class of stock of the Company.

 In
the event of any liquidation, dissolution or winding up of the Company, either voluntarily or involuntarily, a merger or consolidation
of the Company wherein the Company is not the surviving entity, or a sale of all or substantially all of the assets of the Company, the
Series X Preferred Stock shall not be entitled to receive any distribution of any of the assets or surplus funds of the Company and shall
not participate with the Common Stock or any other class of stock of the Company therein.

 Common
Stock

 As
of December 31, 2023 and 2022, the Company had 25,000,000,000 shares of common stock authorized with a par value of $ 0.000001. There
were 16,372,179,486 and 6,830,378,163 shares issued and outstanding at December 31, 2023 and 2022, respectively.

 F- 33

 For
the year ended December 31, 2023, the Company issued 1,431,944,776 shares to settle a conversion of $ 183,878 of convertible promissory
note principal and accrued interest.

 For
the year ended December 31, 2023, the Company issued 377,624,000 shares to settle a conversion of $ 20,770 of convertible promissory note
principal and accrued interest.

 For
the year ended December 31, 2023, the Company issued 5,987,500,000 shares for debt exchange in amount of $ 1,197,501 to Amir Ben-Yohanan
non-interest loan to the Company.

 For
the year ended December 31, 2023, the Company issued 1,448,352,195 shares for services provided by directors.

 For
the year ended December 31, 2023, the Company issued 296,380,352 shares to settle a conversion of $ 25,192 of convertible promissory note
principal and accrued interest.

 For
the year ended December 31, 2022, the Company issued 41,326,170 shares to consultants and directors at fair value of $ 243,913.

 For
the year ended December 31, 2022, the Company issued 6,631,647,072 shares to settle a conversion of $ 5,066,206 of convertible promissory
note principal and accrued interest and a reclass of derivative liability of $ 2,332,225.

 For
the year ended December 31, 2022, the Company received net proceeds of $ 525,258 in connection with the ELOC.

 For
the year ended December 31, 2022, the Company issued 6,752,850 shares to settle shares to be issued
– liabilities at fair value of $ 717,260.

 For
the year ended December 31, 2022, the Company issued 1,705,000 shares as debt issuance costs for
convertible notes payable at fair value of $ 34,655.

 For
the year ended December 31, 2022, the Company issued 2,820,000 shares for cash of $ 71,000.

 Warrants

 A
summary of the Company's stock warrants activity is as follows:

 SUMMARY OF WARRANTS ACTIVITY

 Number of
 Options (in
 thousands)

 Weighted-
 Average Exercise
 Price

 Weighted-
 Average
 Contractual
 Term
 (in years)

 Aggregate
 Intrinsic
 Value

 Outstanding at December 31, 2022

 165,077

 $
 2.05

 3.7

 -

 Issued

 -

 -

 -

 -

 Exercised

 -

 -

 -

 -

 Canceled

 -

 -

 -

 -

 Outstanding at December 31, 2023

 165,077

 $
 2.05

 2.65

 $
 -

 Vested and expected to vest at December 31, 2023

 165,077

 $
 2.05

 2.65

 $
 -

 Exercisable at December 31, 2023

 165,077

 $
 2.05

 2.65

 $
 -

 No
stock options were granted by the Company during the year ended December 31, 2023.

 F- 34

 The
fair values of warrants granted in 2021 were estimated using the Black-Scholes option pricing model on the grant date using the following
assumptions:

 SCHEDULE OF FAIR VALUE OF STOCK OPTIONS GRANTED ASSUMPTIONS

 Dividend yield

 —
 %

 Expected term (in years)

 Volatility

 368 - 369
 %

 Equity
Purchase Agreement and Registration Rights Agreement

 On
November 2, 2021, Clubhouse Media Group, Inc (the "Company") entered into an Equity Purchase Agreement (the "Agreement")
and Registration Rights Agreement (the "Registration Rights Agreement") with Peak One Opportunity Fund, L.P., a Delaware
limited Partnership ("Investor"), dated as of October 29, 2021, pursuant to which the Company shall have the right, but not
the obligation, to direct Investor, to purchase up to $ 15,000,000.00 (the "Maximum Commitment Amount") in shares of the Company's
common stock, par value $ 0.000001 per share ("Common Stock") in multiple tranches. Further, under the Agreement and subject
to the Maximum Commitment Amount, the Company has the right, but not the obligation, to submit a Put Notice (as defined in the Agreement)
from time to time to Investor (i) in a minimum amount not less than $ 20,000.00 and (ii) in a maximum amount up to the lesser of (a) $ 400,000.00
or (b) 250 % of the Average Daily Trading Value (as defined in the Agreement).

 In
exchange for Investor entering into the Agreement, the Company agreed, among other things, to (A) issue Investor and Peak One Investments,
LLC, an aggregate of 70,000 shares of Common Stock (the "the Commitment Shares"), and (B) file a registration statement registering
the Common Stock issued as Commitment Shares or issuable to Investor under the Agreement for resale (the "Registration Statement")
with the Securities and Exchange Commission within 60 calendar days of the Agreement, as more specifically set forth in the Registration
Rights Agreement.

 The
obligation of Investor to purchase the Company's Common Stock shall begin on the date of the Agreement, and ending on the earlier
of (i) the date on which Investor shall have purchased Common Stock pursuant to this Agreement equal to the Maximum Commitment Amount,
(ii) twenty four (24) months after the date of the Agreement, (iii) written notice of termination by the Company to Investor (which shall
not occur during any Valuation Period or at any time that Investor holds any of the Put Shares), (iv) the Registration Statement is no
longer effective after the initial effective date of the Registration Statement, or (v) the date that the Company commences a voluntary
case or any person commences a proceeding against the Company, a custodian is appointed for the Company or for all or substantially all
of its property or the Company makes a general assignment for the benefit of its creditors (the "Commitment Period").

the Commitment Period, the purchase price to be paid by Investor for the Common Stock under the Agreement shall be 95% of the Market
Price, which is defined as the lesser of the (i) closing bid price of the Common Stock on the trading day immediately preceding the respective
Put Date (as defined in the Agreement), or (ii) lowest closing bid price of the Common Stock during the Valuation Period (as defined
in the Agreement), in each case as reported by Bloomberg Finance L.P or other reputable source designated by Investor.

 The
Agreement and the Registration Rights Agreement contain customary representations, warranties, agreements and conditions to completing
future sale transactions, indemnification rights and obligations of the parties. Among other things, Investor represented to the Company,
that it is an "accredited investor" (as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933,
as amended (the "Securities Act")), and the Company sold the securities in reliance upon an exemption from registration contained
in Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder.

 2023
Equity Incentive Plan

 On
July 11, 2022, the Board and stockholders holding a majority of the voting power of the Company approved and adopted the Clubhouse Media
Group, Inc. 2023 Equity Incentive Plan (the "2023 Plan").

 F- 35

 A
total of 75,000,000 shares of the Company's common stock are authorized for issuance pursuant to the 2023 Plan.

 Additionally,
if any award issued pursuant to the 2023 Plan expires or becomes unexercisable without having been exercised in full, is surrendered
pursuant to an exchange program, as provided in the 2023 Plan, or, with respect to restricted stock, restricted stock units ("RSUs"),
performance units or performance shares, is forfeited to or repurchased by the Company due to the failure to vest, the unpurchased shares
(or for awards other than stock options or stock appreciation rights the forfeited or repurchased shares) which were subject thereto
will become available for future grant or sale under the 2023 Plan (unless the 2023 Plan has terminated). With respect to stock appreciation
rights, only shares actually issued pursuant to a stock appreciation right will cease to be available under the 2023 Plan; all remaining
shares under stock appreciation rights will remain available for future grant or sale under the 2023 Plan (unless the 2023 Plan has terminated).
Shares that have actually been issued under the 2023 Plan under any award will not be returned to the 2023 Plan and will not become available
for future distribution under the 2023 Plan; provided, however, that if shares issued pursuant to awards of restricted stock, restricted
stock units, performance shares or performance units are repurchased by the Company or are forfeited to the Company due to the failure
to vest, such shares will become available for future grant under the 2023 Plan. Shares used to pay the exercise price of an award or
to satisfy the tax withholdings related to an award will become available for future grant or sale under the 2023 Plan. To the extent
an award under the 2023 Plan is paid out in cash rather than shares, such cash payment will not result in reducing the number of shares
available for issuance under the 2023 Plan.

the foregoing and, subject to adjustment as provided in the 2023 Plan, the maximum number of shares that may be issued upon the exercise
of incentive stock options will equal the aggregate share number stated above, plus, to the extent allowable under Section 422 of the
Internal Revenue Code of 1986, as amended, and regulations promulgated thereunder, any shares that become available for issuance under
the 2023 Plan in accordance with the foregoing.

 Plan
Administration

 The
Board or one or more committees appointed by the Board will administer the 2023 Plan. In addition, if the Company determines it is desirable
to qualify transactions under the 2023 Plan as exempt under Rule 16b-3 of the Securities Exchange Act of 1934, as amended, such transactions
will be structured with the intent that they satisfy the requirements for exemption under Rule 16b-3. Subject to the provisions of the
2023 Plan, the administrator has the power to administer the 2023 Plan and make all determinations deemed necessary or advisable for
administering the 2023 Plan, including the power to determine the fair market value of the Company's common stock, select the service
providers to whom awards may be granted, determine the number of shares covered by each award, approve forms of award agreements for
use under the 2023 Plan, determine the terms and conditions of awards (including the exercise price, the time or times at which the awards
may be exercised, any vesting acceleration or waiver or forfeiture restrictions and any restriction or limitation regarding any award
or the shares relating thereto), construe and interpret the terms of the 2023 Plan and awards granted under it, prescribe, amend and
rescind rules relating to the 2023 Plan, including creating sub-plans and modify or amend each award, including the discretionary authority
to extend the post-termination exercisability period of awards (provided that no option or stock appreciation right will be extended
past its original maximum term), and to allow a participant to defer the receipt of payment of cash or the delivery of shares that would
otherwise be due to such participant under an award. The administrator also has the authority to allow participants the opportunity to
transfer outstanding awards to a financial institution or other person or entity selected by the administrator and to institute an exchange
program by which outstanding awards may be surrendered or cancelled in exchange for awards of the same type which may have a higher or
lower exercise price or different terms, awards of a different type or cash, or by which the exercise price of an outstanding award is
increased or reduced. The administrator's decisions, interpretations and other actions are final and binding on all participants.

 Eligibility

 Awards
under the 2023 Plan, other than incentive stock options, may be granted to employees (including officers) of the Company or a subsidiary,
members of the Company's Board, or consultants engaged to render bona fide services to the Company or a subsidiary. Incentive stock
options may be granted only to employees of the Company or a subsidiary.

 F- 36

 Stock
Options

 Stock
options may be granted under the 2023 Plan. The exercise price of options granted under the 2023 Plan generally must at least be equal
to the fair market value of the Company's common stock on the date of grant. The term of each option will be as stated in the applicable
award agreement; provided, however, that the term may be no more than 10 years from the date of grant. The administrator will determine
the methods of payment of the exercise price of an option, which may include cash, shares or other property acceptable to the administrator,
as well as other types of consideration permitted by applicable law. After the termination of service of an employee, director or consultant,
they may exercise their option for the period of time stated in their option agreement. In the absence of a specified time in an award
agreement, if termination is due to death or disability, the option will remain exercisable for 12 months. In all other cases, in the
absence of a specified time in an award agreement, the option will remain exercisable for three months following the termination of service.
An option may not be exercised later than the expiration of its term. Subject to the provisions of the 2023 Plan, the administrator determines
the other terms of options.

any other provision of the 2023 Plan to the contrary, the aggregate grant date fair value of all awards granted, under the 2023 Plan,
to any director who is not an employee, during any fiscal year of the Company, taken together with any cash compensation paid to such
director during such fiscal year, shall not exceed $ 300,000.

 Stock
Appreciation Rights

 Stock
appreciation rights may be granted under the 2023 Plan. Stock appreciation rights allow the recipient to receive the appreciation in
the fair market value of the Company's common stock between the exercise date and the date of grant. Stock appreciation rights
may not have a term exceeding 10 years. After the termination of service of an employee, director or consultant, they may exercise their
stock appreciation right for the period of time stated in their stock appreciation right agreement. In the absence of a specified time
in an award agreement, if termination is due to death or disability, the stock appreciation rights will remain exercisable for 12 months.
In all other cases, in the absence of a specified time in an award agreement, the stock appreciation rights will remain exercisable for
three months following the termination of service. However, in no event may a stock appreciation right be exercised later than the expiration
of its term. Subject to the provisions of the 2023 Plan, the administrator determines the other terms of stock appreciation rights, including
when such rights become exercisable and whether to pay any increased appreciation in cash or with shares of the Company's common
stock, or a combination thereof, except that the per share exercise price for the shares to be issued pursuant to the exercise of a stock
appreciation right will be no less than 100% of the fair market value per share on the date of grant.

Stock

stock may be granted under the 2023 Plan. Restricted stock awards are grants of shares of the Company's common stock that vest
in accordance with terms and conditions established by the administrator. The administrator will determine the number of shares of restricted
stock granted to any employee, director or consultant and, subject to the provisions of the 2023 Plan, will determine the terms and conditions
of such awards. The administrator may impose whatever conditions to vesting it determines to be appropriate (for example, the administrator
may set restrictions based on the achievement of specific performance goals or continued service to the Company); provided, however,
that the administrator, in its sole discretion, may accelerate the time at which any restrictions will lapse or be removed. Recipients
of restricted stock awards generally will have voting and dividend rights with respect to such shares upon grant without regard to vesting,
unless the administrator provides otherwise. Shares of restricted stock that do not vest are subject to the Company's right of
repurchase or forfeiture.

Stock Units

 RSUs
may be granted under the 2023 Plan. RSUs are bookkeeping entries representing an amount equal to the fair market value of one share of
the Company's common stock. Subject to the provisions of the 2023 Plan, the administrator determines the terms and conditions of
RSUs, including the vesting criteria and the form and timing of payment. The administrator may set vesting criteria based upon the achievement
of Company-wide, divisional, business unit or individual goals (including continued employment or service), applicable federal or state
securities laws or any other basis determined by the administrator in its discretion. The administrator, in its sole discretion, may
pay earned RSUs in the form of cash, in shares of the Company's common stock or in some combination thereof. Notwithstanding the
foregoing, the administrator, in its sole discretion, may accelerate the time at which any vesting requirements will be deemed satisfied.

 F- 37

Units and Performance Shares

units and performance shares may be granted under the 2023 Plan. Performance units and performance shares are awards that will result
in a payment to a participant only if performance goals established by the administrator are achieved or the awards otherwise vest. The
administrator will establish performance objectives or other vesting criteria in its discretion, which, depending on the extent to which
they are met, will determine the number or the value of performance units and performance shares to be paid out to participants. The
administrator may set performance objectives based on the achievement of Company-wide, divisional, business unit or individual goals
(including continued employment or service), applicable federal or state securities laws or any other basis determined by the administrator
in its discretion. After the grant of a performance unit or performance share, the administrator, in its sole discretion, may reduce
or waive any performance criteria or other vesting provisions for such performance units or performance shares. Performance units shall
have an initial dollar value established by the administrator on or prior to the grant date. Performance shares shall have an initial
value equal to the fair market value of the Company's common stock on the grant date. The administrator, in its sole discretion,
may pay earned performance units or performance shares in the form of cash, in shares or in some combination thereof.

 Non-Employee
Directors

 The
2023 Plan provides that all non-employee directors will be eligible to receive all types of awards (except for incentive stock options)
under the 2023 Plan. The 2023 Plan includes a maximum limit of $ 300,000 of equity awards that may be granted to a non-employee director
in any fiscal year. Any equity awards granted to a person for their services as an employee, or for their services as a consultant (other
than as a non-employee director), will not count for purposes of the limitation. The maximum limit does not reflect the intended size
of any potential compensation or equity awards to the Company's non-employee directors.

 NOTE
13 – COMMITMENTS AND CONTINGENCIES

 On
January 30, 2020, the World Health Organization ("WHO") announced a global health emergency because of a new strain of coronavirus
originating in Wuhan, China (the "COVID-19 outbreak"), and the risks to the international community as the virus spreads
globally beyond its point of origin. In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase
in exposure globally. The Company's suppliers may decrease production levels based on factory closures and reduced operating hours
in those facilities. Likewise, the Company is dependent on its workforce to deliver its products. Developments such as social distancing
and shelter-in-place directives may impact the Company's ability to deploy its workforce effectively. The full impact of the COVID-19
outbreak continues to evolve as of the date of this report.

 Management
is actively monitoring the impact of the global situation on its financial condition, liquidity, operations, suppliers, industry, and
workforce. The Company cannot estimate the length or gravity of the impact of the COVID-19 outbreak at this time. If the pandemic continues,
it may have a material effect on the Company's results of future operations, financial position, and liquidity in the next 12 months.

 NOTE
14 – SUBSEQUENT EVENTS

 The
Company has evaluated subsequent events through ___________, the date these financial statements were available to be issued and noted
no material subsequent events for disclosure.

 F- 38

 SIGNATURES

to the requirements of the securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.

 CLUBHOUSE
 MEDIA GROUP, INC.

 Date:
 March

 By:

 /s/
 Amir Ben-Yohanan

 Name:

 Amir
 Ben-Yohanan

 Title:

 Chief
 Executive Officer

 (principal
 executive officer)

 Date:
 March

 By:

 /s/
 Scott Hoey

 Name:

 Scott
 Hoey

 Title:

 Chief
 Financial Officer

 (principal
 financial officer and principal accounting officer)

 POWER
OF ATTORNEY

 Each
person whose signature appears below hereby appoints Amir Ben-Yohanan as attorney-in-fact with full power of substitution to execute
in the name and on behalf of the registrant and each such person, individually and in each capacity stated below, one or more amendments
to the annual report on Form 10-K, which amendments may make such changes in the report as the attorney-in-fact acting deems appropriate
and to file any such amendment to the annual report on Form 10-K with the Securities and Exchange Commission. Pursuant to the requirements
of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

 Signature

 Title

 Date

 /s/
 Amir Ben-Yohanan

 Chief
 Executive Officer and Chairman of the Board

 March

 Amir
 Ben-Yohanan

 (Principal
 Executive Officer)

 March

 /s/
 Scot Hoey

 Chief
 Financial Officer (Principal Financial Officer

 Scott
 Hoey

 and
 Principal Accounting Officer)

 /s/
 Massimiliano Musina

 March

 Massimiliano
 Musina

 /s/
 Harris Tulchin

 March 22, 2024

 Tulchin