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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

 or

 TRANSITION
 REPORT PURSUANT TO SECTION 13 OR 15(d)

 OF
 THE SECURITIES EXCHANGE ACT OF 1934

 For
 the transition period from [—Date—] to [—Date—]

 Commission
File Number: 001-40578

 (Exact
name of registrant as specified in its charter)

 British
 Columbia

 Not
 Applicable

 (State or other jurisdiction of

 incorporation or organization)

 (I.R.S.
 Employer

 Identification No.)

 – 525 West 8 th Avenue

 Vancouver,
 BC,

 V5Z
 1C6

 (Address
 of principal executive offices)

 (Zip
 Code)

 (604) 757-0952

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

 Title
 of each class

 Trading
 Symbol(s)

 Name
 of each exchange on which registered

 AGRI

 NASDAQ
 Capital Market

 Series A Warrants, every 50 warrants exercisable for one share of Common
Stock at an exercise price of $300.00 per share of Common Stock.

 AGRIW

 NASDAQ
 Capital Market

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

 None

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 reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

 Note
 – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange
Act from their obligations under those Sections.

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes 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 fi les). Yes No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of "large accelerated filer", "accelerated filer" and "smaller reporting 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.

 The text associated with those checkboxes is as follows: 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.

 Indicate 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 Act). Yes No

 The
aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, computed by reference to
the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of June 30, 2023 was
approximately $ 5,129,428. Shares of the registrant's common stock held by each officer and director and each person known to the
registrant to own 10% or more of the outstanding voting power of the registrant have been excluded in that such persons may be deemed
affiliates. This determination of affiliate status is not a determination for other purposes.

 APPLICABLE
ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY

 PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:

by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes No

 (APPLICABLE
ONLY TO CORPORATE REGISTRANTS)

 As
of April 1, 2024, the registrant has 22,573,938 shares of common stock, no par value per share, outstanding.

 DOCUMENTS
INCORPORATED BY REFERENCE

 List
hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which
the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus
filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933.

 Table
of Contents

 Item
 1.

 Business

 Item
 1A.

 Risk Factors

 Item
 1B.

 Unresolved Staff Comments

 Item 1C

 Cybersecurity

 Item
 2.

 Properties

 Item
 3.

 Legal Proceedings

 Item
 4.

 Mine Safety Disclosures

 Item
 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item
 6.

 Selected Financial Data

 Item
 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item
 7A.

 Quantitative and Qualitative Disclosures About Market Risk

 Item
 8.

 Financial Statements and Supplementary Data

 Item
 9.

 Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

 Item
 9A.

 Controls and Procedures

 Item
 9B.

 Other Information

 Item
 10.

 Directors, Executive Officers and Corporate Governance

 Item
 11.

 Executive Compensation

 Item
 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item
 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item
 14.

 Principal Accounting Fees and Services

 Item
 15.

 Exhibits, Financial Statement Schedules

 Cautionary
Note Regarding Forward-Looking Information

 This
report on Form 10-K contains certain "forward-looking statements" within the meaning of Section 27A of the Securities Act
of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). These forward-looking statements represent our expectations, beliefs, intentions or strategies concerning future events,
including, but not limited to, any statements regarding our assumptions about financial performance; the continuation of historical trends;
the sufficiency of our cash balances for future liquidity and capital resource needs; the expected impact of changes in accounting policies
on our results of operations, financial condition or cash flows; anticipated problems and our plans for future operations; and the economy
in general or the future of the defense industry, all of which were subject to various risks and uncertainties.

 When
used in this Report on Form 10- K and other reports, statements, and information we have filed with the Securities and Exchange Commission
("Commission" or "SEC"), in our press releases, presentations to securities analysts or investors, in oral statements
made by or with the approval of an executive officer, the words or phrases "believes," "may," "will,"
"expects," "should," "continue," "anticipates," "intends," "will likely
result," "estimates," "projects" or similar expressions and variations thereof are intended to identify
such forward-looking statements. However, any statements contained in this Report on Form 10-K that are not statements of historical
fact may be deemed to be forward-looking statements. We caution that these statements by their nature involve risks and uncertainties,
certain of which are beyond our control, and actual results may differ materially depending on a variety of important factors.

 We
do not assume the obligation to update any forward-looking statement. You should carefully evaluate such statements in light of factors
described in this annual report. In this Form 10-K, AgriFORCE Growing Systems Ltd. ("AgriFORCE " or the "Company")
has identified important factors that could cause actual results to differ from expected or historic results. You should understand that
it is not possible to predict or identify all such factors. Consequently, you should not consider any such list to be a complete list
of all potential risks or uncertainties.

 PART
I

 Item
1. Business

 Overview

was incorporated as a private company by Articles of Incorporation issued pursuant to the provisions of the Business Corporations Act
(British Columbia) on December 22, 2017. The Company's registered and records office address is at 800 – 525 West 8 th
 Avenue, Vancouver, BC, Canada, V5Z 1C6.

 Our
Business

 AgriFORCE is an "Ag-Tech" company
with a primary focus to developing and utilizing our intellectual property assets for improvements dedicated to the agricultural industry.
We believe that this goal is best achieved by using our proprietary IP for solutions in the agricultural industry as well as seeking development
of new IP to both enhance the technology which we already retain in house as well as development of new technologies which can increase
our footprint in the Ag-Tech space with expansion into other areas which have ESG ramifications.

 Our
AgriFORCE Brands division is focused on the development and commercialization of plant-based ingredients and products that
deliver more nutritious food. We will market and commercialize ingredient supplies, like our Awakened Flour and Awakened
Grains.

 The AgriFORCE Solutions division is dedicated
to transforming modern agriculture through our controlled environment agriculture ("CEA") equipment, including our FORCEGH+ "
solution. We are continuing to modify our business plan to accommodate artificial intelligence and blockchain in the development and implementation
of FinTech systems to commercial farmers, and advancing on the commercialization of our Hydroxyl clean room systems to greatly reduce
the spread of pathogens, mold and disease at processing facilities worldwide.

Brands

Foods

 The
Company purchased Intellectual Property ("IP") from Manna Nutritional Group, LLC ("Manna"), a privately held
firm based in Boise, Idaho on September 10, 2021. The IP encompasses a granted patent to naturally process and convert grain, pulses
and root vegetables, resulting in low-starch, low-sugar, high-protein, fiber-rich baking flour as well as produces a natural sweetener
juice. The core process is covered under Patent Nr. 11,540,538 in the U.S. and key international markets. The all-natural process is
designed to unlock nutritional properties, flavors, and other qualities in a range of modern, ancient and heritage grains, pulses and
root vegetables to create specialized all-natural baking and all-purpose flours, sweeteners, juices, naturally sweet cereals and other
valuation products, providing numerous opportunities for dietary nutritional, performance and culinary applications.

the year ended December 31, 2023, the Company has achieved milestones towards the commercialization of our UN(THINK) Awakened
Flour flour, the Company's first line of products to utilize the IP. Management has defined and tested its quality
controls and safety protocols for production, and produced several multi-ton batches of germinated grains, refining and scaling
production processes with our partners in Canada. We are also in the process of qualifying partners in the US to establish
additional production hubs – at no additional CAPEX - which will support growth and reduce logistics costs for customers in
the region. Additionally, we have established our supply chain logistics with a contracted shipping company and two warehouses in
Canada and the US. Our commercial team made progress in defining pricing and is starting to approach US and Canadian Bakeries and
Baked Goods Companies who are now testing our new flours for integration into their manufacturing operations and innovation
pipeline. Online sales logistics and advertising materials were developed during the period to support the establishment of the
direct-to-consumer sales channel which will be started once the Business to Business channel sales will ramp up. Lastly, the Company
has developed an extensive number of recipes for the application of Awakened Flour product line for both customers and
consumers.

 The Company is developing several finished product prototypes including a line of pancake mixes, which are ready
for consumer testing.

 Wheat
and Flour Market

 Modern
diet is believed to be a contributor to health risks such as heart disease, cancer, diabetes and obesity, due in part to the
consumption of highly processed foods that are low in natural fiber, protein and nutrition; and extremely high in simple starch,
sugar and calories. These "empty carbs" produce glycemic swings that may cause overeating by triggering cravings for
food high in sugar, salt and starch. As an example, conventional baking flour is low in natural fiber (~ 2-3%), low-to-average in
protein (~ 9%), and very high in starch (~ 75%) (4). Apart from dietary fiber, whole flour is only marginally better in
terms of these macronutrients (5).

 (4)
Based on protein, fiber, and starch content results from a nationally certified independent laboratory, as compared to standard all-purpose
flour.

 (5)

 In
contrast, foods high in fiber help to satiate hunger, suppress cravings and raise metabolism (6). They also assist in weight
loss, lower cholesterol, and may reduce the risk of cancer, heart disease and diabetes (7).

 Advantages
of the UN(THINK) Foods IP

 Our
Controlled Enzymatic Reaction & Endothermic Saccharification with Managed Natural Germination ("CERES-MNG") patented
process allows for the development and manufacturing of all-natural flours that are significantly higher in fibers, nutrients and proteins
and significantly lower in carbohydrates and calories than standard baking flour.

 CERES-MNG
baking flour produced from soft white wheat has 40 times more fiber, three (3) times more protein and 75% less net carbohydrates than
regular all- purpose flour (8).

 Source:
Independent analysis by Eurofins Food Chemistry Testing Madison, Inc, February 2022

 The
CERES-MNG patent will help develop new flours and products from modern, ancient and heritage grains, seeds, legumes and tubers/root vegetables.

 (6)

 (7)

 (8)
Based on protein, fiber, and starch content results from a nationally certified independent laboratory, as compared to standard all-purpose
flour.

 Products
that AgriFORCE intends to develop for commercialization from the CERES-MNG patented process under the UN(THINK) foods brand:

 -

 High
 protein, high fiber, low carb modern, heritage and ancient grain flours (for use in breads, baked goods, doughs, pastry, snacks,
 and pasta)

 -

 Protein
 flours and protein additives

 -

 High
 protein, high fiber, low carb cereals and snacks

 -

 High
 protein, high fiber, low carb oat based dairy alternatives

 -

 Better
 tasting, cleaner label, high protein, high fiber, low carb nutrition bars

 -

 High
 protein, high fiber, low carb nutrition juices

 -

 Sweeteners
 – liquid and granulated

 -

 High
 protein, high fiber, low carb pet foods and snacks

 We
intend to commercialize these products behind three (2) main sales channels:

 -

 Branded
 ingredients (B2B)

 -

 Consumer
 branded products (B2B and B2C)

 Successful
commercialization of premium specialized products from the UN(THINK) foods IP and the capture of a small percentage share of the
category is a notable business opportunity for AgriFORCE.

 Breads
 & Bakery (2)

 Whole
 Wheat Flours (1)

 Pulse

 Flours (3)

 Dairy
 Alternatives

 Cereal

 Bars (4)

 Total

 Global
 market size of target categories

 $
 235B

 $
 72B

 $
 19B

 $
 23B

 $
 23B

 Potential market share

 0.1
 %

 0.2

 %

 %

 0.01

 %

 0.01
 %

 potential net revenues

 $
 200M

 $
 140M

 $
 190M

 $
 20M

 $
 20M

 $
 560M

 Sources: Future Market Insights Reports, June 2022
(2), October 2022 (1), January 2023 (3) and October 2022 (4),.

 To produce the UN(THINK) power wheat flour,
we are using our patented process to develop a new germinated whole grain wheat flour, which we have qualified and made available for
sale through November 2023 in Canada and the USA, under the UN(THINK) Awakened Flour brand. This new Awakened Grains
flour – available in 3 types: hard white wheat and hard red wheat for breads and soft white wheat for bakery and pastries –
will provide enhanced nutrition with over five times more fiber, up to two times more protein and 23% less net carbs versus conventional
all-purpose flour (source: Eurofins Food Chemistry Madison, Inc, December 2022).

 GROWTH PLAN

 AgriFORCE 's
organic growth plan is to actively establish and deploy the commercialization of products in four distinct phases:

 PHASE
1 (COMPLETED):

 Product
 and process testing and validation. ( completed)

 Filing
 of US and international patents. ( completed)

 Creation
 of the UN(THINK) foods brand. ( completed)

 Qualification
 and operational and commercial set up of the Awakened Grains line of products. ( completed)

 PHASE
2:

 Launch
 of the UN(THINK) Awakened Flour lightly germinated flour range of products in business to business ("B2B")
 channel. ( completed)

 Develop
 range of finished products behind the wheat grain flours, qualify patented process for pulse/legume, and rice-based protein flours

 Drive
 business as ingredients for bakery, snack and plant-based protein products manufacturers.

 Develop
 relationships with universities, nonprofit organizations and civic organizations focused on health in underserved communities to
 research impact of patented flour on nutrition.

 PHASE
3:

 Develop
 range of finished products behind the wheat grain flours, qualify patented process for pulse/legume, and rice-based protein flours.

 Drive
 business as ingredients for bakery, snack and plant-based protein products manufacturers.

 Develop
 manufacturing base through partnerships and licensing.

 PHASE
4:

 Expand
 product range in US/Canada.

 Expand
 business to other geographies internationally.

Solutions

 Understanding
Our Approach –Bringing Cutting Edge Technology to Enhance and Modernize Agriculture

 Traditional
farming includes three fundamental approaches: outdoor, greenhouse and indoor. We are taking modern technologies such as artificial intelligence
("AI") and blockchain–based advances to bring what is traditionally a low technology industry into the 21 st century.
This approach means that we are able to reach into areas not readily available to agricultural businesses in the past, such as advanced
Fintech to enhance financing capabilities for these businesses and more readily provide advanced intelligence for farmers. These technologies
can also be applied to worldwide sourcing and matching food producers to consumers in an efficient manner.

 Our
intellectual property combines a patented uniquely engineered facility design and automated growing system to solve excessive water loss
and high energy consumption, two problems plaguing nearly all controlled environment agriculture systems. FORCEGH+ delivers a patented
clean, sealed, self-contained micro-environment that maximizes natural sunlight and offers supplemental LED lighting. It limits human
intervention and is designed to provide superior quality control through AI optical technology. It was also created to drastically reduce
environmental impact, substantially decrease utility demands, conserving water, while delivering customers daily harvests and higher
crop yields.

 The
Ag-Tech sector is severely underserved by the capital markets, and we see an opportunity to acquire global companies who have provided
solutions to the industry and are leading innovation moving forward. The robustness of our engagement with potential targets has confirmed
our belief and desire to be part of a larger integrated Ag-Tech solutions provider, where each separate element of the business has its
existing legacy business and can leverage across areas of expertise to expand their business footprint.

 The
Company intends to continue development and license its technology to existing farmers in the plant based pharmaceutical, nutraceutical,
and high value crop markets using its unique patented facility design and hydroponics based automated growing system that enable farmers
to effectively grow crops in a sealed controlled environment ("FORCEGH+ "). The Company has designed FORCEGH+
facilities to produce crops in virtually any environmental condition and to optimize crop yields to as near their full genetic potential
possible while substantially eliminating the need for the use of pesticides, fungicides and/or irradiation. The Company continues to
develop its solution for fruits and vegetables focusing on the integration of its current structure with a new form of vertical grow
technology.

 BUSINESS
PLAN

 The
Company will launch a full line up of Hydroxyl Devices and start commercializing the Hydroxyl Devises into the US market of CEA and Food
Manufacturing. The Company will identify and establish exclusive distribution agreement for the EMEA region as well Expand Distribution
Network into Latin America and Asia. The Company will also advance on the commercialization of our Hydroxyl clean room systems to greatly
reduce the spread of pathogens, mold and disease at processing facilities worldwide.

 The
Company is exploring opportunities to utilize its patented FORCEGH+ structure and its related technologies in joint ventures and
licensing. The Company is also studying the utilization of FORCEGH+ technologies in arctic, tropical and desert environments. The Company
intends to continue development of and license of its technology to existing farmers in the plant based pharmaceutical, nutraceutical,
and high value crop markets using its unique patented facility design and hydroponics based automated growing system that enable farmers
to effectively grow crops in a sealed controlled environment ("FORCEGH+ ").

 The
Company also looks to expand its efforts into development of blockchain solutions and the implementation of these solutions into FinTech
systems to allow quicker and less costly transactions between commercial farmers.

 The
Company is exploring opportunities to utilize its patented FORCEGH+ structure and its related technologies in joint ventures and
licensing. The Company is also studying the utilization of FORCEGH+ technologies in arctic, tropical and desert environments and artificial
intelligence and blockchain in the development and implementation of FinTech systems to commercial farmers, and advancing on the commercialization
of our Hydroxyl clean room systems to greatly reduce the spread of pathogens, mold and disease at processing facilities worldwide.

 The
AgriFORCE Clean Solutions

 The
Company's Solutions division is charged with the commercialization of our FORCEGH+ technology and our RCS clean room systems. The
Company has also begun to advance its initiative to integrate blockchain in the development and implementation of FinTech systems for
commercial farmers.

 We
have a worldwide license to commercialize the proprietary hydroxyl generating devices of Radical Clean Solutions, Inc. ("RCS")
for the CEA and food manufacturing industries. The RCS technology is a product line consisting of patent-pending "smart hydroxyl
generation systems" focused on numerous industry verticals that is proven to eliminate 99.99+% of all major pathogens, virus, mold,
volatile organic compounds (VOCs) and allergy triggers (8).

 On
October 1, 2023, the Company signed a definitive agreement to purchase a 14% ownership stake in RCS.

 The
Company generated its first revenue from the sale of RCS devices in late 2023. During 2023, the Company signed an exclusive distribution
agreement with a leading distributor of air conditioning and heating solutions in Mexico for the representation and sale of the AgriFORCE/RCS
hydroxyl generating devices for greenhouses and food manufacturing facilities for the territory of Mexico. The first products were delivered
in October 2023 pursuant to purchase orders for the products.

 The
Company will continue to expand sales into Mexico through its distributor, Commercializadora DESICO. Based on its sale into the poultry industry in Mexico, the Company is expanding its distribution of its Clean System solutions into other
Latin American markets and the United States.

 (8)
BCI Labs, Gainesville Florida, February 2022; and various institutional studies.

 BUSINESS
PLAN

 2024

 Continue
 introduction into the Mexico market with our exclusive distributor

 Identify
 and set up exclusive distribution agreements for the EMEA region

 Start
 commercializing the Hydroxyl Devices into the US market of CEA and Food Manufacturing

 Launch
 full line up of Hydroxyl Devices: in-Duct HVAC unit, Portable Industrial QuadPro Unit, Small
 Rooms Wall-Mount unit

 2025

 Expand
 Distribution Network into Latin America and Asia.

 Merger
and Acquisition ("M&A")

 The
Company plans to evaluate accretive M&A opportunities of an appropriate scale as it progresses with its ongoing business plans surrounding
its already owned IP and improvements thereto. Any M&A propositions must be of a size and scale which works to complement the Company's
ongoing business in terms of allocation of resources.

 The
Company intends to focus any M& A activity to targets which are focused in the Ag-Tech space with emphasis on businesses which can
also increase our ESG footprint. This refocused M&A strategy will ensure that proper personnel and economic resources are allocated
to the Company's ongoing businesses, while refocusing efforts on synergistic opportunities which work to enhance the Company's
existing assets.

 As
a result of this refocus of the M&A strategy, the following formerly considered acquisition opportunities are no longer being considered
by the Company:

 Delphy
Groep BV Acquisition

 On
 February 10, 2022, the Company signed a definitive share purchase agreement (the "Delphy
 Agreement") to acquire Delphy, a Netherlands-based Ag-Tech consultancy firm, for 23.5
 million through a combination of cash and stock.

 On
 May 25, 2023, the parties mutually terminated the share purchase agreement after extensive
 due diligence, an evaluation of the historical and projected financial information, potential
 for impairment risk as well as current market conditions.

 Deroose
Plants NV Binding Letter of Intent

 On
 February 23, 2022, the Company signed a binding letter of intent (the "Deroose LOI")
 with Deroose Plants NV ("Deroose").

 The
 Deroose LOI was subject to completion of standard due diligence and entry into a definitive
 purchase agreement.

 The
 Company is no longer pursuing this acquisition opportunity.

 Stronghold
Land Acquisition

 On
 August 30, 2022, the Company entered into a Purchase and Sale Agreement ("PSA")
 with Stronghold Power Systems, Inc. ("Stronghold") to purchase approximately
 34 acres of land in Coachella California.

 As
 at March 31, 2023 the prefunded warrants issued were rescinded and the warrants were rendered
 null and void as the Company presented termination notice to Stronghold.

 On
 October 12, 2023, the Company was served a complaint filed in the Superior Court of California
 from Stronghold for breach of contract in relation to the PSA. The Company denies any liability,
 other than what is already recorded in the financial statements and will vigorously defend
 the claims made against the Company.

 Berry
People LLC Binding Letter of Intent

 On
 January 24, the Company announced it has entered a binding letter of intent ("BP LOI")
 to acquire Berry People LLC, ("Berry People").

 The
 Company is no longer pursuing this acquisition opportunity.

 Corporate
Structure

 The
Company currently has the following wholly-owned subsidiaries, which perform the following functions – AgriFORCE Investments holds
the Company's U.S. investments, West Pender Holdings retains real estate assets, West Pender Management is a management company,
AGI IP holds the Company's intellectual property in the U.S., un(Think) Food Company will manufacture food products in the U.S.
and un(Think) Food Company Canada Ltd. manufactures food products in Canada:

 Name
 of Subsidiary

 Jurisdiction
 of Incorporation

 Date
 of Incorporation

 Investments Inc. (US)

 Delaware

 April
 9, 2019

 West
 Pender Holdings, Inc.

 Delaware

 September
 1, 2018

 AGI
 IP Co.

 Nevada

 March
 5, 2020

 West
 Pender Consulting Company*

 Nevada

 July
 9, 2019

 Food Company

 Nevada

 June
 20, 2022

 Food Company Canada Ltd.**

 British
 Columbia

 4, 2019

 Europe BV***

 March
 29, 2023

 Belgium BV***

 March
 29, 2023

 GrowForce BV***

 June
 19, 2023

 AgriFORCE (Barbados) Ltd.***

 Barbados

 October 14, 2022

 *

 West
 Pender Consulting Company changed its name from West Pender Management Co. on August 1, 2022.

 **

 Food Company Canada Ltd. changed its name from Daybreak AG Systems Ltd. on August 19, 2022.

 ***

 Entities have no activity and are in the process of being dissolved.

 Summary
Three Year History

 From
the date of Incorporation (December 22, 2017) to the date of this filing, the Company has largely been engaged in completion of its initial
corporate organization, assembling its management team, completing the design and engineering of its IP and filing the appropriate intellectual
property protection and taking the initial steps to implement its business plan through the commencement of initial operations. Significant
milestones during the three-year period ended December 31, 2023 are as follows:

 On
February 18, 2022, the Company signed a license agreement with Radical Clean Solutions Ltd ("Radical"), a New York corporation
that has developed a patent pending product line consisting of smart hydroxyl generation systems to eliminate 99.99+% of all pathogens,
virus, mold, volatile organic compounds and allergy triggers, to commercialize the proprietary hydroxyl generating devices within the
CEA and food manufacturing industries. The license grants the rights to AgriFORCE in perpetuity as well as joint patent ownership
rights for application in CEA.

 On
 May 18, 2022, the Company completed the acquisition of the food processing intellectual property of Manna Nutritional Group (Manna).

 On
 January 3, 2023, the Manna patent, which encompasses a process to naturally convert grain, pulses and root vegetables, resulting
 in low-starch, low-sugar, high-protein, fiber-rich baking flour as well as produces a natural sweetener juice, was approved by the
 US Patents Office and the title was transferred to the Company.

 On
 October 18, 2023, the Company delivered its first shipment of hydroxyl generating devices.

 Financing

 On
June 30, 2022, the Company entered into security purchase agreements with certain accredited investors (the "Debenture Investors")
for the purchase of $14,025,000 in convertible debentures (the "First Tranche Debentures") due December 31, 2024. The Debentures
were convertible into common shares at $111.00 per share. The Convertible Debt Investors had the right to purchase additional tranches
of $5,000,000 each, up to a total additional principal amount of $33,000,000. In addition, the Debenture Investors received 82,129
warrants at a strike price of $122.10, which expire on December 31, 2025 (the "First Tranche Debenture Warrants"). The Debenture
Warrants and Debentures each have down round provisions whereby the conversion and strike prices will be adjusted downward if the Company
issues equity instruments at lower prices.

 On
January 17, 2023, the Debenture Investors purchased additional tranches totaling $5,076,923 (the "Second Tranche
Debentures") and received 53,226 warrants (the "Second Tranche Debenture Warrants"). The Second Tranche Debentures
and Debenture Warrants were issued with an exercise price of $62.00 and expire on July 17, 2025. The issuance of the additional tranches triggered the down
round provision, adjusting the exercise prices of the First Tranche Debentures and the First Tranche Debenture Warrants to
$62.00.

 On
June 20, 2023 the Company issued 20,000 common shares with 20,000 warrants via a private placement for consideration of $250,000.

the year ended December 31, 2023, the Company issued 124,652 common shares for cash under the ATM agreement for net proceeds of $939,695.
The issuance triggered the down round provision, adjusting the exercise prices of the First and Second Tranche Debentures as well as
the First and Second Tranche Debenture Warrants to $5.50.

 On
October 18, 2023, a Debenture Investor purchased an additional tranche totaling $2,750,000 in convertible debentures (the
"Third Tranche Debentures") and received 620,230 warrants (the "Third Tranche Debenture Warrants"). The
Third Tranche Debentures and Debenture Warrants were issued with an exercise price of $2.62 and expire on April 18, 2027. The issuance of the additional tranche
further triggered the down round provision, adjusting the exercise prices of the First and Second Tranche Debentures as well as the
First and Second Tranche Debenture Warrants to $2.62.

 On
November 30, 2023, a Debenture Investor purchased an additional tranche totaling $2,750,000 in convertible debentures (the
"Fourth Tranche Debentures") and received 1,986,112 warrants (the "Fourth Tranche Debenture Warrants"). The
Fourth Tranche Debentures and Debenture Warrants were issued with an exercise price of $0.90 and expire on May 30, 2027. The issuance of the additional
tranche further triggered the down round provision, adjusting the exercise prices of the First, Second and Third Tranche Debentures
as well as the First, Second and Third Tranche Debenture Warrants to $0.90.

 On
February 21, 2024, a Convertible Debt Investor purchased an additional tranche of $1,100,000 in convertible debentures (the
"Fifth Tranche Debentures") and received 3,341,122 warrants (the "Fifth Tranche Debenture Warrants"). The
Fifth Tranche Debentures and Debenture Warrants were issued with an exercise price of $0.214 and expire on August 21, 2027. The issuance of the additional
tranche triggered the down round provision, adjusting the exercise prices of the First, Second, Third, and Fourth tranche of
Debentures and the First, Second, Third, Fourth tranche of Debenture Warrants to $0.214.

 The First, Second, Third, Fourth and Fifth Tranche Debentures (the "Debentures") have an interest rate
of 5% for the first 12 months, 6% for the subsequent 12 months, and 8% per annum thereafter. Principal repayments will be made in 25 equal
installments which began on September 1, 2022 for the First Tranche Debentures, July 1, 2023 for the Second Tranche Debentures, January
1, 2024 for the Third Tranche Debentures, May 1, 2024 for the Fourth Tranche Debentures and August 1, 2024 for the Fifth tranche Debentures.
The Debentures may be extended by nine months at the election of the Company by paying a sum equal to nine months interest on the principal
amount outstanding at the end of the 18 th month, at the rate of 8% per annum.

 All financings per the above were issued in private
placement transactions exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.

 Intellectual

 In
accordance with industry practice, the Company protects its proprietary products, technology and its competitive advantage through a
combination of contractual provisions and trade secret, copyright and trademark laws in Canada, the United States and in other jurisdictions
in which it conducts its business. The Company also has confidentiality agreements, assignment agreements and license agreements with
employees and third parties, which limit access to and use of its intellectual property.

 Patents

 Patent
 Application #

 Date

 Expiry
 Date

 Title

 Case

 Status

 Country

 2001/2096

 26-Aug-2040

 Barbados

 3151492

 26-Aug-2040

 202080073940.7

 China

 20858811.1

 26-Aug-2040

 Patent Office

 TT/A/2022/00024

 Abandoned
 (p)

 Trinidad
 & Tobago

 11528859

 26-Aug-2040

 17/983109

 08-Nov-2022

 Application allowed

 PCT/CA2023/051251

 21-Sep-2023

 PROCESS
 AND SYSTEM FOR GROWING PLANTS USING CLONE TO FLOWER MODEL

 Patent
 Cooperation Treaty

 2018215090

 31-Jan-2038

 HIGH
 FIBER, HIGH PROTEIN, LOW CARBOHYDRATE FLOUR AND POWER JUICE AND METHODS FOR PRODUCTION THEREOF

 Application allowed

 Australia

 3051860

 31-Jan-2038

 HIGH
 FIBER, HIGH PROTEIN, LOW CARBOHYDRATE FLOUR AND POWER JUICE AND METHODS FOR PRODUCTION THEREOF

 18747157.8

 HIGH
 FIBER, HIGH PROTEIN, LOW CARBOHYDRATE FLOUR AND POWER JUICE AND METHODS FOR PRODUCTION THEREOF

 Patent Office

 201917032603

 HIGH
 FIBER, HIGH PROTEIN, LOW CARBOHYDRATE FLOUR AND POWER JUICE AND METHODS FOR PRODUCTION THEREOF

 India

 755792

 31-Jan-2038

 HIGH
 FIBER, HIGH PROTEIN, LOW CARBOHYDRATE FLOUR AND POWER JUICE AND METHODS FOR PRODUCTION THEREOF

 New
 Zealand

 11540538

 31-Jan-2038

 HIGH
 FIBER, HIGH PROTEIN, LOW CARBOHYDRATE FLOUR, SWEETENED LIQUID, SWEETENERS, CEREALS, AND METHODS FOR PRODUCTION THEREOF

 17/963690

 11-Oct-2022

 HIGH
 FIBER, HIGH PROTEIN, LOW CARBOHYDRATE FLOUR, SWEETENED LIQUID, SWEETENERS, CEREALS, AND METHODS FOR PRODUCTION THEREOF

 filed

 2001/2057

 06-Mar-2040

 Barbados

 3132672

 06-Mar-2040

 CN202080033944.2

 China

 20765629.9

 06-Mar-2040

 Patent Office

 TT/A/2021/00093

 Abandoned
 (p)

 Trinidad
 & Tobago

 11582918

 06-Mar-2040

 18/096417

 12-Jan-2023

 allowed

 Trademarks

 #

 Date

 Expiry
 Date

 Title

 Case

 Status

 Country

 1997835

 26-Nov-2019

 In
 examination

 018243244

 22-May-2020

 Union Intellectual Property Office

 UK00918243244

 22-May-2020

 Kingdom

 88/930218

 22-May-2020

 2044675

 07-Aug-2020

 FORCEFILM

 TM

 018389838

 04-Feb-2021

 FORCEFILM

 Union Intellectual Property Office

 90/124842

 19-Aug-2020

 FORCEFILM

 2127781

 18-Aug-2021

 TM

 018572674

 06-Oct-2021

 filed

 Union Intellectual Property Office

 1669126

 18-Feb-2022

 90/897689

 23-Aug-2021

 2196090

 06-Jul-2022

 C2F

 TM

 97/495313

 08-Jul-2022

 C2F

 2198964

 20-Jul-2022

 GRAINS

 TM

 97/527128

 29-Jul-2022

 GRAINS

 2207782

 02-Sep-2022

 FORCEGH+

 Approved

 97/605026

 23-Sep-2022

 FORCEGH+

 2243222

 02-Mar-2023

 FLOUR

 TM

 1752858

 01-Sep-2023

 FLOUR

 97/824500

 06-Mar-2023

 FLOUR

 TMA1175334

 24-Jan-2019

 PLANET
 LOVE

 UK00801504091

 24-Jul-2019

 PLANET
 LOVE

 Kingdom

 1504091

 24-Jul-2019

 PLANET
 LOVE

 6197554

 24-Jul-2019

 PLANET
 LOVE

 UK00801494234

 CANIVATE

 Kingdom

 1494234

 CANIVATE

 6191972

 CANIVATE

 UK00801494231

 THE
 CANIVATE WAY

 Kingdom

 1494231

 THE
 CANIVATE WAY

 6182017

 THE
 CANIVATE WAY

 Competitor
Comparison and Differentiation

 Solutions

 The
Company believes that it has no direct competitors who provide a proprietary facility design and automated grow system as well as a system
of operational processes designed to optimize the performance of the Company's grow houses. On a broader basis, the competitive
landscape includes greenhouse vendors, agriculture systems providers, automated grow system vendors, and system/solutions consultants.

 The
Company believes it has developed one of the world's most technologically advanced indoor agriculture systems by focusing on competitive
differentiators to deliver vastly improved results beyond conventional indoor approaches. By conceiving new IP, as well as utilizing
tried trued tested existing Ag-Tech and Bio-Tech solutions, the Company delivers integrated unique architectural design, intelligent
automation and advanced growing processes to create precisely controlled growing environments optimized for each nominated crop variety.
These precision ecosystems should enable the Company to cost-effectively produce the cleanest, greenest and most flavorful produce, as
well as consistent medical-grade plant-based nutraceuticals and pharmaceuticals, available.

 The Company believes that is has the rights to one
of the world's most effective and safe purification solutions via its license and ownership in Radical Clean Solutions. The Company
understands that it has competition, however, the quality of the construction and design of the Radical Clean Solutions has proven to
highly effective for the Company's customers.

 Brands

 Our
patented technology naturally processes and converts grains, pulses, and root vegetables into low-starch, low-sugar, high-protein fiber-rich
baking flour products. The Company is developing a range of consumer products to transform the consumers' diet in multiple verticals.

 The
Company's UN(THINK) power flour has 40 times more fiber, 3 times more protein, and 75% less net carbs than regular all-purpose
flour 8.

 (8)
Based on protein, fiber, and starch content figures from a nationally certified independent laboratory, as compared to standard all-purpose
flour.

 Recent
Developments

 Management
Restructuring

 On
July 18, 2023, the Company announced a restructuring of management. Ingo Mueller departed from his position as CEO and Chair of the Board.
Richard Wong was concurrently appointed as interim CEO, and David Welch and John Meekison each assumed the role of Co-Chair of the Board.
Ingo Mueller served as a director of the Company until the shareholder meeting dated September 27, 2023 at which time he was not re-elected
and ceased to serve as a director. On November 10, 2023, David Welch was appointed Board Chair. The Company is currently evaluating options
regarding the appointment of a fulltime CEO.

 On
January 25, 2024, Troy McClellan, President of AgriFORCE Solutions, submitted a letter of resignation to the Company. On January 25,
2024, the Company accepted his resignation and deemed it effective immediately pursuant to Section 7.3 of his employment agreement with
the Company which permits waiver by the Company of Mr. McClellan's notice period (through March 31, 2024) and corresponding acceleration
of the resignation date.

 On
February 10, 2024, Richard Wong resumed his original role as Chief Financial Officer in order to focus on finance and accounting matters
for the Company. Effective as of the same day, Jolie Kahn was appointed Executive Turnaround Consultant to support the Company's
operational growth and expansion efforts. Jolie Kahn shall report to David Welch, Chairman of the Board of Directors of the Company,
who shall act as Executive Chairman until such time as a permanent Chief Executive Officer is appointed.

 On
February 19, 2024, Margaret Honey resigned as a Director of (the "Company") to pursue other interests. The resignation is
not the result of any disagreement with the Company.

 Employees

 As
of April 1, 2024, the Company has seven (7) employees and three (3) consultants /contractors. The Company also relies on
consultants and contractors to conduct its operations. The Company anticipates that it will be hiring additional employees to support
its planned activities.

 Operations

 The
Company primary operating activities are in Idaho, USA and Saskatoon, Canada. The Company's head office
is located in Vancouver, Canada.

 Status
as an Emerging Growth Company

 On
April 5, 2012, the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, was enacted. Section 107 of the JOBS Act provides that
an "emerging growth company" can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities
Act of 1933, as amended, or the Securities Act, for complying with new or revised accounting standards. In other words, an "emerging
growth company" can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.
We have irrevocably elected to avail ourselves of this extended transition period and, as a result, we will adopt new or revised accounting
standards on the relevant dates on which adoption of such standards is required for private companies.

 We
are in the process of evaluating the benefits of relying on other exemptions and reduced reporting requirements provided by the JOBS
Act. Subject to certain conditions set forth in the JOBS Act, as an "emerging growth company," we intend to rely on certain
of these exemptions from, without limitation, (i) providing an auditor's attestation report on our system of internal controls
over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act and (ii) complying with any requirement that may be adopted
by the Public Company Accounting Oversight Board (PCAOB) regarding mandatory audit firm rotation or a supplement to the auditor's
report providing additional information about the audit and the financial statements, known as the auditor discussion and analysis. We
will remain an "emerging growth company" until the earliest of (a) the last day of our fiscal year following the fifth anniversary
of the closing of this offering, (b) the last day of the first fiscal year in which our annual gross revenues exceed $1.07 billion, (c)
the last day of our fiscal year in which we are deemed to be a "large accelerated filer" as defined in Rule 12b-2 under the
Securities Exchange Act of 1934, or Exchange Act (which would occur if the market value of our equity securities that is held by non-affiliates
exceeds $700 million as of the last business day of our most recently completed second fiscal quarter), or (d) the date on which we have
issued more than $1 billion in nonconvertible debt during the preceding three-year period.

 Item
1A. Risk Factors

 Risks
Relating to the Company's Business

 The
Company is an early stage company with little operating history, a history of losses and the Company cannot assure profitability.

 The Company currently has little revenues and does
not have any significant history of revenue generating operations. The Company has been involved in the design and development of its
CEA FORCEGH+ facility, acquisition, the sales and development of Hydroxyl generating devices and advancement of the UN(THINK)
foods IP, product base, and transacting with potential revenue generating acquirees. While the Company has invested considerably in these
business plans, no FORCEGH+ facility has been constructed to date, the Company has not generated revenue from UN(THINK),
nor has the Company completed any acquisition of revenue generating companies. The commercial or operating viability of the Company's
business plans have not been proven. There is no assurance that the revenue generated from its operations, and if those revenues, when
and if generated, will be sufficient to sustain operations, nonetheless achieve profitability.

 There is no assurance that the Company's
FORCEGH+ facilities will operate as intended.

 The Company's initial state of its business
operations will be to construct and deploy and license its initial FORCEGH+. Accordingly, this component of the Company's business
plan is subject to considerable risks, including:

 the
 costs of constructing and operating the laboratories may be greater than anticipated;

 the
 potential offtake partners who have indicated a willingness to deploy the laboratories at their existing cultivation operations may
 withdraw and determine not to deploy the laboratories;

 there
 is no assurance that the facilities will deliver the intended benefits of high production yields, lower crop losses and reduced operation
 costs;

 if
 the company is not able to fully develop the grow house or it does not operate as intended, it could prevent the company from realizing
 any of its business goals or achieving profitability;

 the
 costs of constructing the grow houses may be greater than anticipated and the Company may not be able to recover these greater costs
 through increases in the lease rates, license fees and services fees that it charges to its customers; and

 the
 costs of operating the grow house may be greater than anticipated.

 There
is no assurance that UN(THINK) will operate as intended.

 The
Company's plans for developing and advancing the UN(THINK) are in its preliminary stages. The Company has yet to fully launch
their range of products in either the B2B or D2C channels. Accordingly, this component of the Company's business plan is subject
to considerable risks, including:

 the
 potential B2B sales may not achieved the planned levels of sales;

 there
 is no assurance that the Company's production partners will deliver the planned production levels or scale;

 the
 quality of product from the co-manufacturing may not be sufficient.

 the
 cost from co-manufacturing may be greater than anticipated.

 the
 demand for the products may not be as high as predicted.

 the
 pricing of the products may deter potential buyers and may not cover the cost of production.

 the
 brand may not attract sufficient volume.

 There is no assurance that Hydroxyl Generating
Systems will operate as intended.

 The Company's plans for developing and expanding
sales of the AgriFORCE Clean Solutions are in its preliminary stages. The Company has yet to generate remarkable sales of its Hydroxyl
products. Accordingly, this component of the Company's business plan is subject to considerable risks, including:

 the quality of product from the co-manufacturing may not be sufficient.

 the cost from co-manufacturing may be greater than anticipated.

 the demand for the products may not be as high as predicted.

 the pricing of the products may deter potential buyers and may not cover the cost of production.

 the brand may not attract sufficient volume.

 the quality of product from the co-manufacturing may not be sufficient.

 We
may not realize the anticipated benefits of, and synergies from, acquisitions and may become responsible for certain liabilities and
integration costs as a result.

 The
businesses we have proposed to acquire have previously operated independently from us. The proposed integrations of our operations with
the proposed businesses acquisitions are intended to result in financial and operational benefits, and business synergies. There can
be no assurance, however, regarding when or the extent to which we will be able to realize these and other benefits. Integration may
also be difficult, unpredictable, and subject to delay because of possible company culture conflicts, system integrations, regulatory
compliance, and other factors. Difficulties associated with the integration of the proposed business acquisitions could have a material
adverse effect on our business.

 Fluctuations
in the exchange rate of foreign currencies could result in losses.

 We
incur a portion of our operating expenses in Canadian dollars, and in the future, as we expand into other foreign countries, we expect
to incur operating expenses in other foreign currencies. We are exposed to foreign exchange rate fluctuations as the financial results
of our international operations are translated from the local functional currency into U.S. dollars upon consolidation. A decline in
the U.S. dollar relative to foreign functional currencies would increase our non-U.S. revenue and improve our operating results. Conversely,
if the U.S. dollar strengthens relative to foreign functional currencies, our revenue and operating results would be adversely affected.
We have not previously engaged in foreign currency hedging. If we decide to hedge our foreign currency exchange rate exposure, we may
not be able to hedge effectively due to lack of experience, unreasonable costs or illiquid markets.

 The
Company will require additional financing and there is no assurance that additional financing will be available when required.

 The
Company will require substantial additional capital in order to execute its business plan. Existing funds will not be sufficient and
additional financing will be needed for this purpose and for other purposes. The Company plans to achieve this additional financing through
equity and/or debt financing which will likely be dilutive to the position of then current shareholders. However, there is no assurance
that this financing will be available at favorable terms, if at all, when required, given the Company's small asset base and current
lack of revenue.

 The
Company had negative cash flow for the year ended December 31, 2023.

 The
Company had negative cash flows from operating activities for year ended December 31, 2023. To the extent that the Company has negative
cash flows from operating activities in future periods, it may need to allocate a portion of its cash reserves to fund such negative
cash flow. The Company may also be required to raise additional funds through the issuance of equity or debt securities. There can be
no assurance that the Company will be able to generate a positive cash flow from operating activities, that additional capital or other
types of financing will be available when needed or that these financings will be on terms favorable to the Company. The Company's
actual financial position and results of operations may differ materially from the expectations of the Company's management.

 The
Company's actual financial position and results of operations may differ materially from the expectations of the Company's
management.

 The
Company's actual financial position and results of operations may differ materially from management's expectations. The process
for estimating the Company's revenue, net income and cash flow requires the use of judgment in determining the appropriate assumptions
and estimates. These estimates and assumptions may be revised as additional information becomes available and as additional analyses
are performed. In addition, the assumptions used in planning may not prove to be accurate, and other factors may affect the Company's
financial condition or results of operations. As a result, the Company's revenue, net income and cash flow may differ materially
from the Company's projected revenue, net income and cash flow.

 The
Company expects to incur significant ongoing costs and obligations related to its investment in infrastructure, growth, regulatory compliance
and operations.

 The
Company expects to incur significant ongoing costs and obligations related to its planned investments. To the extent that these costs
may be greater than anticipated or the Company may not be able to generate revenues or raise additional financing to cover these costs,
these operating expenses could have a material adverse impact on the Company's results of operations, financial condition and cash
flows. In addition, future changes in regulations, more vigorous enforcement thereof or other unanticipated events could increase costs
and have a material adverse effect on the business, results of operations and financial condition of the Company. The Company may not
be able to recover sufficient revenues to offset its higher operating expenses or to recoup its initial capital investment. The Company
may incur significant losses in the future for a number of reasons, including, unforeseen expenses, difficulties, complications and delays,
and other unknown events. If the Company is unable to achieve and sustain profitability, the market price of our securities may significantly
decrease.

 There
is no assurance the Company will be able to repatriate or distribute funds for investment from the United States to Canada or elsewhere.

 In
the event that any of the Company's investments, or any proceeds thereof, any dividends or distributions there from, or any profits
or revenues accruing from such investments in the United States were found to be in violation of money laundering legislation or otherwise,
such transactions may be viewed as proceeds of crime under applicable federal laws, rules and regulations or any other applicable legislation.
This could restrict or otherwise jeopardize the ability of the Company to declare or pay dividends, effect other distributions or subsequently
repatriate such funds back to Canada or elsewhere.

 The
Company may not be able to effectively manage its growth and operations, which could materially and adversely affect its business.

 If
the Company implements it business plan as intended, it may in the future experience rapid growth and development in a relatively short
period of time. The management of this growth will require, among other things, continued development of the Company's financial
and management controls and management information systems, stringent control of costs, the ability to attract and retain qualified management
personnel and the training of new personnel. The Company intends to utilize outsourced resources, and hire additional personnel, to manage
its expected growth and expansion. Failure to successfully manage its possible growth and development could have a material adverse effect
on the Company's business and the value of the shares.

 The
Company may face significant competition from other facilities.

 Many
other businesses in California engage in similar activities to the Company, leasing commercial space to agricultural producers generally,
and providing additional products and services to similar customers. The Company cannot assure you that it will be able to compete successfully
against current and future competitors. Competitive pressures faced by the Company could have a material adverse effect on its business,
operating results and financial condition.

 The
Company may face significant competition from other nutritious food companies.

 We
face significant competition from other nutritious food companies. Many of our competitions may have established brands, more experience
and competency in the industry, larger fulfillment infrastructure, significantly more marketing and other financial resources, and larger
customers bases than we do. These factors may allow our competitions to achieve greater net sales and profits. The significant competition
faced by the Company could have a material adverse effect on its business, operating results and financial condition.

 If
we are unable to protect our intellectual property, our business may be adversely affected.

 There
can be no assurance that trade secrets and other intellectual property will not be challenged, invalidated, misappropriated or circumvented
by third parties. Currently, our intellectual property includes provisional patents, patent applications, trademarks, trademark applications
and know-how related to business, product and technology development. We plan on taking the necessary steps, including but not limited
to the filing of additional patents as appropriate. There is no assurance any additional patents will issue or that when they do issue
they will include all of the claims currently included in the applications. Even if they do issue, those new patents and our existing
patents must be protected against possible infringement. Nonetheless, we currently rely on contractual obligations of our employees and
contractors to maintain the confidentiality of our products. To compete effectively, we need to develop and continue to maintain a proprietary
position with respect to our technologies, and business. The risks and uncertainties that we face with respect to intellectual property
rights principally include the following:

 Provisional
 protection may not result in full patents being granted, and any full patent applications that we file may not result in issued patents
 or may take longer than expected to result in issued patents;

 we
 may be subject to interference proceedings;

 other
 companies may claim that patents applied for by, assigned or licensed to, us infringe upon their own intellectual property rights;

 we
 may be subject to trademark opposition proceedings in the U.S. and in foreign countries;

 any
 patents that are issued to us may not provide meaningful protection;

 we
 may not be able to develop additional proprietary technologies that are patentable;

 other
 companies may challenge patents licensed or issued to us as invalid, unenforceable or not infringed;

 other
 companies may independently develop similar or alternative technologies, or duplicate our technologies;

 other
 companies may design around technologies that we have licensed or developed;

 any
 patents issued to us may expire and competitors may utilize the technology found in such patents to commercialize their own products;
 and

 enforcement
 of patents is complex, uncertain and expensive.

 It
is also possible that others may obtain issued patents that could prevent us from commercializing certain aspects of our products or
require us to obtain licenses requiring the payment of significant fees or royalties in order to enable us to conduct our business. If
we license patents, our rights will depend on maintaining our obligations to the licensor under the applicable license agreement, and
we may be unable to do so. Furthermore, there can be no assurance that the work-for-hire, intellectual property assignment and confidentiality
agreements entered into by our employees and consultants, advisors and collaborators will provide meaningful protection for our trade
secrets, know-how or other proprietary information in the event of any unauthorized use or disclosure of such trade secrets, know- how
or other proprietary information. The scope and enforceability of patent claims are not systematically predictable with absolute accuracy.
The strength of our own patent rights depends, in part, upon the breadth and scope of protection provided by the patent and the validity
of our patents, if any.

 Impairments of the carrying amounts of intangible
asset could negatively affect our financial condition and results of operations.

 Our intangible asset balance consists of our
patented process to develop germinated whole grain wheat flour. We test our assets for impairment annually or more frequently if
events or circumstances indicate it is more likely than not that the fair value of our intangible asset is less than its carrying amount.
Such events and circumstances could include a sustained decrease in our market capitalization, increased competition or unexpected loss
of market share, increased input costs beyond projections (for example due to regulatory or industry changes), disposals of significant
components of our business, unexpected business disruptions, unexpected significant declines in operating results, or significant adverse
changes in the markets in which we operate. We test our intangible asset for impairment by comparing the estimated fair value with its
carrying amount. If the carrying amount of the asset exceeds its estimated fair value, we record an impairment loss based on the difference
between fair value and carrying amount.

 While there was no single determinative event or factor,
the consideration in totality of several factors that developed during the fourth quarter of 2023 led us to conclude that it was possible
that the fair value of our intangible asset was below their carrying amounts. These factors included: (i) a sustained decrease in
our share price in 2023, which reduced our market capitalization below the book value of net assets; (ii) lack of financing raised during
2023 due to the economic environment (iii) delays in the launch of the sale of our UN(THINK) flour. Impairment of Company's intangible
asset could have a material adverse effect on our business, operating results and financial condition.

 We
operate in an industry with the risk of intellectual property litigation. Claims of infringement against us may hurt our business.

 Our
success depends, in part, upon non-infringement of intellectual property rights owned by others and being able to resolve claims of intellectual
property infringement without major financial expenditures or adverse consequences. Participants that own, or claim to own, intellectual
property may aggressively assert their rights. From time to time, we may be subject to legal proceedings and claims relating to the intellectual
property rights of others. Future litigation may be necessary to defend us or our clients by determining the scope, enforceability, and
validity of third-party proprietary rights or to establish its proprietary rights. Some competitors have substantially greater resources
and are able to sustain the costs of complex intellectual property litigation to a greater degree and for longer periods of time. In
addition, patent holding companies that focus solely on extracting royalties and settlements by enforcing patent rights may target us.
Regardless of whether claims that we are infringing patents or other intellectual property rights have any merit, these claims are time-consuming
and costly to evaluate and defend and could:

 adversely
 affect relationships with future clients;

 cause
 delays or stoppages in providing products;

 divert
 management's attention and resources;

 require
 technology changes to our platform that would cause our Company to incur substantial cost;

 subject
 us to significant liabilities; and

 require
 us to cease some or all business activities.

 In
addition to liability for monetary damages, which may be tripled and may include attorneys' fees, or, in some circumstances, damages
against clients, we may be prohibited from developing, commercializing, or continuing to provide some or all of our products unless we
obtain licenses from, and pay royalties to, the holders of the patents or other intellectual property rights, which may not be available
on commercially favorable terms, or at all.

 We
have limited foreign intellectual property rights and may not be able to protect our intellectual property rights throughout the world.

 We
have limited intellectual property rights outside the United States. Filing, prosecuting and defending patents on devices in all countries
throughout the world would be prohibitively expensive, and our intellectual property rights in some countries outside the United States
can be less extensive than those in the United States. In addition, the laws of some foreign countries do not protect intellectual property
to the same extent as laws in the United States. Consequently, we may not be able to prevent third parties from practicing our inventions
in all countries outside the United States, or from selling or importing products made using our inventions in and into the United States
or other jurisdictions. Competitors may use our technologies in jurisdictions where we have not obtained patents to develop their own
products and further, may export otherwise infringing products to territories where we have patents, but enforcement is not as strong
as that in the United States.

 Many
companies have encountered significant problems in protecting and defending intellectual property in foreign jurisdictions. The legal
systems of certain countries, particularly China and certain other developing countries, do not favor the enforcement of patents, trade
secrets and other intellectual property, which could make it difficult for us to stop the infringement of our patents or marketing of
competing products in violation of our proprietary rights generally. To date, we have not sought to enforce any issued patents in these
foreign jurisdictions. Proceedings to enforce our patent rights in foreign jurisdictions could result in substantial costs and divert
our efforts and attention from other aspects of our business, could put our patents at risk of being invalidated or interpreted narrowly
and our patent applications at risk of not issuing and could provoke third parties to assert claims against us. We may not prevail in
any lawsuits that we initiate and the damages or other remedies awarded, if any, may not be commercially meaningful. The requirements
for patentability may differ in certain countries, particularly developing countries. Certain countries in Europe and developing countries,
including China and India, have compulsory licensing laws under which a patent owner may be compelled to grant licenses to third parties.
In those countries, we and our licensors may have limited remedies if patents are infringed or if we or our licensors are compelled to
grant a license to a third party, which could materially diminish the value of those patents. This could limit our potential revenue
opportunities. Accordingly, our efforts to enforce our intellectual property rights around the world may be inadequate to obtain a significant
commercial advantage from the intellectual property that we develop or license.

 If
we are unable to obtain or defend our patents, our business could be materially adversely affected.

 Our
patent position is highly uncertain and involves complex legal and factual questions. Accordingly, we cannot predict the breadth of claims
that may be allowed or enforced under our patents or in third-party patents. For example, we might not have been the first to make the
inventions covered by each of our pending patent applications and provisional patents; we might not have been the first to file patent
applications for these inventions; others may independently develop similar or alternative technologies or duplicate any of our technologies;
it is possible that none of our pending patent applications will result in issued patents; our issued patents may not provide a basis
for commercially viable technologies, or may not provide us with any competitive advantages, or may be challenged and invalidated by
third parties; and, we may not develop additional proprietary technologies that are patentable.

 As
a result, our owned and licensed patents may not be valid and we may not be able to obtain and enforce patents and to maintain trade
secret protection for the full commercial extent of our technology. The extent to which we are unable to do so could materially harm
our business.

 We
have applied for and will continue to apply for patents for certain products. Such applications may not result in the issuance of any
patents, and any patents now held or that may be issued may not provide us with adequate protection from competition. Furthermore, it
is possible that patents issued or licensed to us may be challenged successfully. In that event, if we have a preferred competitive position
because of such patents, such preferred position would be lost. If we are unable to secure or to continue to maintain a preferred position,
we could become subject to competition from the sale of generic products. Failure to receive, inability to protect, or expiration of
our patents would adversely affect our business and operations.

 Patents
issued or licensed to us may be infringed by the products or processes of others. The cost of enforcing our patent rights against infringers,
if such enforcement is required, could be significant, and we do not currently have the financial resources to fund such litigation.
Further, such litigation can go on for years and the time demands could interfere with our normal operations. We may become a party to
patent litigation and other proceedings. The cost to us of any patent litigation, even if resolved in our favor, could be substantial.
Many of our competitors may be able to sustain the costs of such litigation more effectively than we can because of their substantially
greater financial resources. Litigation may also absorb significant management time.

 Unpatented
trade secrets, improvements, confidential know-how and continuing technological innovation are important to our scientific and commercial
success. Although we attempt to and will continue to attempt to protect our proprietary information through reliance on trade secret
laws and the use of confidentiality agreements with our partners, collaborators, employees and consultants, as well as through other
appropriate means, these measures may not effectively prevent disclosure of our proprietary information, and, in any event, others may
develop independently, or obtain access to, the same or similar information.

 International
intellectual property protection is particularly uncertain, and if we are involved in opposition proceedings in foreign countries, we
may have to expend substantial sums and management resources.

 Patent
and other intellectual property law outside the United States is more uncertain and is continually undergoing review and revisions in
many countries. Further, the laws of some foreign countries may not protect intellectual property rights to the same extent as the laws
of the United States. For example, certain countries do not grant patent claims that are directed to business methods and processes.
In addition, we may have to participate in opposition proceedings to determine the validity of its foreign patents or its competitors'
foreign patents, which could result in substantial costs and diversion of its efforts and loss of credibility with customers.

 If
we are found to be infringing on patents or trade secrets owned by others, we may be forced to cease or alter our product development
efforts, obtain a license to continue the development or sale of our products, and/or pay damages.

 Our
processes and potential products may violate proprietary rights of patents that have been or may be granted to competitors, universities
or others, or the trade secrets of those persons and entities. As our industry expands and more patents are issued, the risk increases
that our processes and potential products may give rise to claims that they infringe the patents or trade secrets of others. These other
persons could bring legal actions against us claiming damages and seeking to enjoin manufacturing and marketing of the affected product
or process. If any of these actions are successful, in addition to any potential liability for damages, we could be required to obtain
a license in order to continue to manufacture or market the affected product or use the affected process. Required licenses may not be
available on acceptable terms, if at all, and the results of litigation are uncertain. If we become involved in litigation or other proceedings,
it could consume a substantial portion of our financial resources and the efforts of our personnel.

 We
rely on confidentiality agreements to protect our trade secrets. If these agreements are breached by our employees or other parties,
our trade secrets may become known to our competitors.

 We
rely on trade secrets that we seek to protect through confidentiality agreements with our employees and other parties. If these agreements
are breached, our competitors may obtain and use our trade secrets to gain a competitive advantage over us. We may not have any remedies
against our competitors and any remedies that may be available to us may not be adequate to protect our business or compensate us for
the damaging disclosure. In addition, we may have to expend resources to protect our interests from possible infringement by others.

 We
have a limited operating history on which to judge our business prospects and management.

 Our
company was incorporated and commenced operations in 2017. Accordingly, we have only a limited operating history upon which to base an
evaluation of our business and prospects. Operating results for future periods are subject to numerous uncertainties and we cannot assure
you that we will achieve or sustain profitability. Our prospects must be considered in light of the risks encountered by companies in
the early stage of development, particularly companies in new and rapidly evolving markets. Future operating results will depend upon
many factors, including increasing the number of affiliates, our success in attracting and retaining motivated and qualified personnel,
our ability to establish short term credit lines, our ability to develop and market new products, control costs, and general economic
conditions. We cannot assure you that we will successfully address any of these risks.

 We
may not be able to continue as a going concern.

 The
Company has incurred substantial operating losses since its inception and expects to continue to incur significant operating losses
for the foreseeable future and may never become profitable. As reflected in the financial statements, the Company had an accumulated
deficit of approximately $44.5 million at December 31, 2023, a net loss of approximately $11.7 million, and approximately $6.5
million of net cash used in operating activities for the year ended December 31, 2023. The accompanying financial statements have
been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal
course of business. The financial statements do not include any adjustments relating to the recoverability and classification of
recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. The
Company anticipates incurring additional losses until such time, if ever, that it can obtain marketing approval to sell, and then
generate significant sales, of its technology that is currently in development. As such it is likely that additional financing will
be needed by the Company to fund its operations and to develop and commercialize its technology. These factors raise substantial
doubt about the Company's ability to continue as a going concern. The Company is seeking additional financing to support its
growth plans. The sale of additional equity may dilute existing shareholders and newly issued shares may contain senior rights and
preferences compared to currently outstanding common shares.

 Our
management team will be required to devote substantial time to regulatory compliance which may divert our attention from the day-to-day
management of our business.

 Our
management team will require substantial attention from our senior management and could divert our attention away from the day-to-day
management of our business. Regulatory compliance is increasingly complex and management may not have experience in all areas of public
company compliance. The management team will seek assistance from external resources when appropriate for public company regulatory compliance
and tax regulatory compliance for applicable jurisdictions.

 The
Company may become subject to litigation, which may have a material adverse effect on the Company's reputation, business, results
from operations, and financial condition.

 The
Company may be named as a defendant in a lawsuit or regulatory action. The Company may also incur uninsured losses for liabilities which
arise in the ordinary course of business, or which are unforeseen, including, but not limited to, employment liability and business loss
claims. Any such losses could have a material adverse effect on the Company's business, results of operations, sales, cash flow
or financial condition.

 If
the Company is unable to attract and retain key personnel, it may not be able to compete effectively.

 The
Company's success has depended and continues to depend upon its ability to attract and retain key management, including the Company's
Chief Executive Officer and technical experts. The Company will attempt to enhance its management and technical expertise by continuing
to recruit qualified individuals who possess desired skills and experience in certain targeted areas. The Company's inability to
retain employees and attract and retain sufficient additional employees or engineering and technical support resources could have a material
adverse effect on the Company's business, results of operations, sales, cash flow or financial condition. Shortages in qualified
personnel or the loss of key personnel could adversely affect the financial condition of the Company, results of operations of the business
and could limit the Company's ability to develop and market its intellectual property. The loss of any of the Company's senior
management or key employees could materially adversely affect the Company's ability to execute the Company's business plan
and strategy, and the Company may not be able to find adequate replacements on a timely basis, or at all. The Company does not maintain
key person life insurance policies on any of the Company's employees.

 The
size of the Company's initial target market is difficult to quantify and investors will be reliant on their own estimates on the
accuracy of market data.

 Because
high growth crop technology is in an early stage with uncertain boundaries, there is a lack of information about comparable companies
available for potential investors to review in deciding about whether to invest in the Company and, few, if any, established companies
whose business model the Company can follow or upon whose success the Company can build. Accordingly, investors will have to rely on
their own estimates in deciding about whether to invest in the Company. There can be no assurance that the Company's estimates
are accurate or that the market size is sufficiently large for its business to grow as projected, which may negatively impact its financial
results. The Company regularly follows market research.

 The
Company's industry is experiencing rapid growth and consolidation that may cause the Company to lose key relationships and intensify
competition.

 The
agriculture industry and various verticals within it are undergoing rapid growth and substantial change, which has resulted in an increase
in competitors, consolidation and formation of strategic relationships. Acquisitions or other consolidating transactions could harm the
Company in a number of ways, including by losing strategic partners and or customers if they are acquired by or enter into relationships
with a competitor, losing customers, revenue and market share, or forcing the Company to expend greater resources to meet new or additional
competitive threats, all of which could harm the Company's operating results. As competitors enter the market and become increasingly
sophisticated, competition in the Company's industry may intensify which could negatively impact its profitability.

 The
Company will be reliant on information technology systems and may be subject to damaging cyberattacks.

 The
Company's operations depend, in part, on how well it and its suppliers protect networks, equipment, information technology systems
and software against damage from a number of threats, including, but not limited to, cable cuts, damage to physical plants, natural disasters,
intentional damage and destruction, fire, power loss, hacking, computer viruses, vandalism and theft. The Company's operations
also depend on the timely maintenance, upgrade and replacement of networks, equipment, IT systems and software, as well as pre-emptive
expenses to mitigate the risks of failures. Any of these and other events could result in information system failures, delays and/or
increase in capital expenses. The failure of information systems or a component of information systems could, depending on the nature
of any such failure, adversely impact the Company's reputation and results of operations.

 The
Company has not experienced any material losses to date relating to cyber-attacks or other information security breaches, but there can
be no assurance that the Company will not incur such losses in the future. The Company's risk and exposure to these matters cannot
be fully mitigated because of, among other things, the evolving nature of these threats. As a result, cyber security and the continued
development and enhancement of controls, processes and practices designed to protect systems, computers, software, data and networks
from attack, damage or unauthorized access is a risk. As cyber threats continue to evolve, the Company may be required to expend additional
resources to continue to modify or enhance protective measures or to investigate and remediate any security vulnerabilities.

 The
Company's officers and directors may be engaged in a range of business activities resulting in conflicts of interest.

 Although
certain officers and board members of the Company are expected to be bound by anti-circumvention agreements limiting their ability to
enter into competing and/or conflicting ventures or businesses, the Company may be subject to various potential conflicts of interest
because some of its officers and directors may be engaged in a range of business activities. In addition, the Company's executive
officers and directors may devote time to their outside business interests, so long as such activities do not materially or adversely
interfere with their duties to the Company. In some cases, the Company's executive officers and directors may have fiduciary obligations
associated with these business interests that interfere with their ability to devote time to the Company's business and affairs
and that could adversely affect the Company's operations. These business interests could require significant time and attention
of the Company's executive officers and directors.

 In
addition, the Company may also become involved in other transactions which conflict with the interests of its directors and the officers
who may from time to time deal with persons, firms, institutions or companies with which the Company may be dealing, or which may be
seeking investments similar to those desired by it. The interests of these persons could conflict with those of the Company. In addition,
from time to time, these persons may be competing with the Company for available investment opportunities. Conflicts of interest, if
any, will be subject to the procedures and remedies provided under applicable laws. In particular, if such a conflict of interest arises
at a meeting of the Company's directors, a director who has such a conflict will abstain from voting for or against the approval
of such participation or such terms. In accordance with applicable laws, the directors of the Company are required to act honestly, in
good faith and in the best interests of the Company.

 There
is no guarantee that how the Company uses its available funds will yield the expected results or returns which could impact the business
and financial condition of the Company.

 The
Company cannot specify with certainty the particular uses of available funds. Management has broad discretion in the application of its
proceeds. Accordingly, a holder of shares will have to rely upon the judgment of management with respect to the use of available funds,
with only limited information concerning management's specific intentions. The Company's management may spend a portion or
all of the available funds in ways that the Company's shareholders might not desire, that might not yield a favorable return and
that might not increase the value of a purchaser's investment. The failure by management to apply these funds effectively could
harm the Company's business. Pending use of such funds, the Company might invest the available funds in a manner that does not
produce income or that loses value.

 Our
Articles of incorporation, by-laws and certain Canadian legislation, contain provisions that may have the effect of delaying or preventing
a change in control.

 Certain
provisions of our by-laws, together or separately, could discourage potential acquisition proposals, delay or prevent a change in control
and limit the price that certain investors may be willing to pay for our common shares. For instance, our by-laws contain provisions
that establish certain advance notice procedures for nomination of candidates for election as directors at shareholders' meetings.

 The
 Investment Canada Act requires any person that is non-Canadian (as defined in the Investment Canada Act) who acquires "control"
(as defined in the Investment Canada Act) of an existing Canadian business to file either a pre-closing application for review
or notification with Innovation, Science and Economic Development Canada. An acquisition of control is a reviewable transaction where
prescribed financial thresholds are exceeded. The Investment Canada Act generally prohibits the implementation of a reviewable
transaction unless, after review, the relevant Minister is satisfied that the acquisition is likely to be of net benefit to Canada. Under
the national security regime in the Investment Canada Act, the federal government may undertake a discretionary review of a broader
range of investments by a non-Canadian to determine whether such an investment by a non-Canadian could be "injurious to national
security." Review on national security grounds is at the discretion of the federal government and may occur on a pre- or post-closing
basis.

 Furthermore,
limitations on the ability to acquire and hold our common shares may be imposed by the Competition Act (Canada). This legislation
permits the Commissioner of Competition to review any acquisition or establishment, directly or indirectly, including through the acquisition
of shares, of control over or of a significant interest in us. This legislation grants the Commissioner of Competition jurisdiction,
for up to one year, to challenge this type of acquisition before the Canadian Competition Tribunal on the basis that it would, or would
be likely to, substantially prevent or lessen competition. This legislation also requires any person who intends to acquire our common
shares to file a notification with the Canadian Competition Bureau if (i) that person (and their affiliates) would hold, in the aggregate,
more than 20% of all of our outstanding voting shares, (ii) certain financial thresholds are exceeded, and (iii) no exemption applies.
Where a person (and their affiliates) already holds, in the aggregate, more than 20% of all of our outstanding voting shares, a notification
must be filed if (i) the acquisition of additional shares would bring that person's (and their affiliates) holdings to over 50%,
(ii) certain financial thresholds are exceeded and (iii) no exemption applies. Where a notification is required, the legislation prohibits
completion of the acquisition until the expiration of the applicable statutory waiting period, unless compliance with the waiting period
has been waived or the Commissioner of Competition provides written notice that he does not intend to challenge the acquisition. The
Commissioner of Competition's review of a notifiable transaction for substantive competition law considerations may take longer
than the statutory waiting period.

 We
are governed by the corporate laws of British Columbia, Canada which in some cases have a different effect on shareholders than the corporate
laws of the United States.

 We
are incorporated under the Business Corporations Act (British Columbia) (the "BC Act") and other relevant laws, which
may affect the rights of shareholders differently than those of a company governed by the laws of a U.S. jurisdiction, and may, together
with our charter documents, have the effect of delaying, deferring or discouraging another party from acquiring control of our company
by means of a tender offer, a proxy contest or otherwise, or may affect the price an acquiring party would be willing to offer in such
an instance. The material differences between the BC Act and Delaware General Corporation Law ("DGCL") that may have the
greatest such effect include, but are not limited to, the following: (i) for certain corporate transactions (such as mergers and amalgamations
or amendments to our articles) the BC Act generally requires the voting threshold to be a special resolution approved by 66 2/3% of shareholders,
or as set out in the articles, as applicable, whereas DGCL generally only requires a majority vote; and (ii) under the BC Act a holder
of 5% or more of our common shares can requisition a special meeting of shareholders, whereas such right does not exist under the DGCL.
We cannot predict whether investors will find our company and our common shares less attractive because we are governed by foreign laws.

 Risks
Related to the Ownership of Our Common Shares

 New
laws, regulations, and standards relating to corporate governance and public disclosure may create uncertainty for public companies,
increasing legal and financial compliance costs and making some activities more time consuming.

 These
laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result,
may evolve over time as new guidance is provided by the courts and other bodies. This could result in continuing uncertainty regarding
compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. If our efforts to comply
with new laws, regulations, and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related
to their application and practice, regulatory authorities may initiate legal proceedings against us and our business may be adversely
affected.

 As
a public company subject to these rules and regulations, we may find it more expensive for us to obtain director and officer liability
insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could
also make it more difficult for us to attract and retain qualified members of our Board of Directors, particularly to serve on its audit
committee and compensation committee, and qualified executive officers.

 The
market price of our common shares and Series A Warrants may be volatile, and you may not be able to resell your common shares and Series
A Warrants at or above the acquisition price.

 The
market price for our common shares and Series A Warrants may be volatile and subject to wide fluctuations in response to factors including
the following:

 actual
 or anticipated fluctuations in our quarterly or annual operating results;

 changes
 in financial or operational estimates or projections;

 conditions
 in markets generally;

 changes
 in the economic performance or market valuations of companies similar to ours;

 general
 economic or political conditions in the United States or elsewhere;

 any
 delay in development of our products or services;

 failure
 to comply with regulatory requirements;

 inability
 to commercially launch products and services and market and generate sales of our products and services,

 developments
 or disputes concerning intellectual property rights;

 our
 or our competitors' technological innovations;

 general
 and industry-specific economic conditions that may affect our expenditures;

 changes
 in market valuations of similar companies;

 announcements
 by us or our competitors of significant contracts, acquisitions, strategic partnerships, joint ventures, capital commitments, new
 technologies, or patents;

 future
 sales of our common shares or other securities, including shares issuable upon the exercise of outstanding warrants or convertible
 securities or otherwise issued pursuant to certain contractual rights;

 period-to-period
 fluctuations in our financial results; and

 low
 or high trading volume of our common shares due to many factors, including the terms of our financing arrangements.

 In
addition, if we fail to reach an important research, development or commercialization milestone or result by a publicly expected deadline,
even if by only a small margin, there could be significant impact on the market price of our common shares. Additionally, as we approach
the announcement of anticipated significant information and as we announce such information, we expect the price of our common shares
to be particularly volatile and negative results would have a substantial negative impact on the price of our common shares and Series
A Warrants.

 In
addition, in recent years, the stock market in general has experienced extreme price and volume fluctuations. This volatility has had
a significant effect on the market price of securities issued by many companies, including for reasons unrelated to their operating performance.
These broad market fluctuations may adversely affect our stock price, notwithstanding our operating results. The market price of our
common shares and Series A Warrants will fluctuate and there can be no assurances about the levels of the market prices for our common
shares and Series A Warrants.

 In
some cases, following periods of volatility in the market price of a company's securities, shareholders have often instituted class
action securities litigation against those companies. Such litigation, if instituted, could result in substantial costs and diversion
of management attention and resources, which could significantly harm our business operations and reputation.

 As
an "emerging growth company" under applicable law, we will be subject to lessened disclosure requirements, which could leave
our shareholders without information or rights available to shareholders of more mature companies.

 For
as long as we remain an "emerging growth company" as defined in the JOBS Act, we have elected to take advantage of certain
exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies"
including, but not limited to:

 not
 being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act;

 being
 permitted to provide only two years of audited financial statements, in addition to any required unaudited interim financial statements,
 with correspondingly reduced "Management's Discussion and Analysis of Financial Condition and Results of Operations"
 disclosure;

 reduced
 disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements;

 taking
 advantage of an extension of time to comply with new or revised financial accounting standard; and

 exemptions
 from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute
 payments not previously approved.

 We
expect to take advantage of these reporting exemptions until we are no longer an "emerging growth company." Because of these
lessened regulatory requirements, our shareholders would be left without information or rights available to shareholders of more mature
companies. We cannot predict whether investors will find our common shares less attractive if we rely on these exemptions. If some investors
find our common shares less attractive as a result, there may be a less active trading market for our common shares and our stock price
may be more volatile.

 We
are also a "smaller reporting company" as defined in Rule 12b-2 of the Exchange Act and have elected to follow certain scaled
disclosure requirements available to smaller reporting companies.

 Because
we have elected to use the extended transition period for complying with new or revised accounting standards for an "emerging growth
company" our financial statements may not be comparable to companies that comply with public company effective dates.

 We
have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of
the JOBS Act. This election allows us to delay the adoption of new or revised accounting standards that have different effective dates
for public and private companies until those standards apply to private companies. As a result of this election, our financial statements
may not be comparable to companies that comply with public company effective dates and may contain less or more modified disclosure than
those public companies. Because our financial statements may not be comparable to companies that comply with public company effective
dates, investors may have difficulty evaluating or comparing our business, performance or prospects in comparison to other public companies,
which may have a negative impact on the value and liquidity of our common shares.

 FINRA
sales practice requirements may also limit your ability to buy and sell our common shares, which could depress the price of our shares.

 Financial
Industry Regulatory Authority, Inc. (FINRA) rules require broker-dealers to have reasonable grounds for believing that an investment
is suitable for a customer before recommending that investment to the customer. 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 and investment objectives, among other things. Under interpretations of these rules, FINRA believes that there is
a high probability such speculative low-priced securities will not be suitable for at least some customers. Thus, FINRA requirements
make it more difficult for broker-dealers to recommend that their customers buy our common shares, which may limit your ability to buy
and sell our shares, have an adverse effect on the market for our shares, and thereby depress our share price.

 If
research analysts do not publish research about our business or if they issue unfavorable commentary or downgrade our common shares or
Series A Warrants, our securities' price and trading volume could decline.

 The
trading market for our securities may depend in part on the research and reports that research analysts publish about us and our business.
If we do not maintain adequate research coverage, or if any of the analysts who cover us downgrade our stock or publish inaccurate or
unfavorable research about our business, the price of our common shares and Series A Warrants could decline. If one or more of our research
analysts ceases to cover our business or fails to publish reports on us regularly, demand for our securities could decrease, which could
cause the price of our common shares and Series A Warrants or trading volume to decline.

 We
may issue additional equity securities, or engage in other transactions that could dilute our book value or relative rights of our common
shares, which may adversely affect the market price of our common shares and Series A Warrants.

 Our
Board of Directors may determine from time to time that it needs to raise additional capital by issuing additional shares of our common
shares or other securities. Except as otherwise described in this filing, we will not be restricted from issuing additional common shares,
including securities that are convertible into or exchangeable for, or that represent the right to receive common shares. Because our
decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot
predict or estimate the amount, timing, or nature of any future offerings, or the prices at which such offerings may be affected. Additional
equity offerings may dilute the holdings of existing shareholders or reduce the market price of our common shares and Series A Warrants,
or all of them. Holders of our securities are not entitled to pre-emptive rights or other protections against dilution. New investors
also may have rights, preferences and privileges that are senior to, and that adversely affect, then-current holders of our securities.
Additionally, if we raise additional capital by making offerings of debt or preference shares, upon our liquidation, holders of our debt
securities and preference shares, and lenders with respect to other borrowings, may receive distributions of its available assets before
the holders of our common shares.

 An
investment in our Series A Warrants is speculative in nature and could result in a loss of your investment therein.

 The
Series A Warrants do not confer any rights of common share ownership on their holders, such as voting rights or the right to receive
dividends, but rather merely represent the right to acquire shares of our common shares at a fixed price for a limited period of time.
Specifically, commencing on the date of issuance, holders of the Series A Warrants may exercise their right to acquire the common shares
and pay an exercise price of $300 per share (exercising 50 warrants at $6 per warrant to receive one common share), prior
to three years from the date of issuance, after which date any unexercised Series A Warrants will expire and have no further value. Moreover,
the market value of the Series A Warrants is uncertain and there can be no assurance that the market value of the Series A Warrants will
equal or exceed their initial price. There can be no assurance that the market price of the common shares will ever equal or exceed the
exercise price of the Series A Warrants, and consequently, whether it will ever be profitable for holders of the Series A Warrants to
exercise the Series A Warrants.

 Our
Series A Warrants and contain a provision which only permits securities claims to be brought in federal court.

 Section
11 of our Series A Warrants states in relevant part: "The Company hereby irrevocably submits to the exclusive jurisdiction of the
state and federal courts sitting in The City of New York, Borough of Manhattan (except for claims brought under the Securities Act of
1933, as amended, and the Securities Exchange Act of 1934, as amended, which must be brought in federal court)". Therefore any
claims with respect to our Series A Warrants brought under the Securities Act of 1933 or the Securities Exchange Act must be brought
in federal court while all other claims may be brought in federal or state court. Proceedings in federal court may be more expensive
than in state court due to more comprehensive rules on how discovery and motion and trial practice are handled. This provision may have
a dampening effect on claims brought under these securities laws or limit the ability of the investor to bring a claim in the jurisdiction
it deems more favorable. This provision is likely enforceable as requirements regarding bringing securities claims have been met, but
it may have the overall effect of discouraging litigation due to the circumstances described herein.

 We
do not currently intend to pay dividends on our common shares in the foreseeable future, and consequently, your ability to achieve a
return on your investment will depend on appreciation in the price of our common shares.

 We
have never declared or paid cash dividends on our common shares and do not anticipate paying any cash dividends to holders of our common
shares in the foreseeable future. Consequently, investors must rely on sales of their common shares after price appreciation, which may
never occur, as the only way to realize any future gains on their investments.

 Item
1B. Unresolved Staff Comments

 None.

 Item 1C. Cybersecurity.

 We
are committed to protecting the confidentiality, integrity, and availability of its information systems and the data they contain from
cybersecurity threats. We acknowledge that cybersecurity is a dynamic and evolving area of risk that requires ongoing assessment, management,
and oversight. As we grow in size and revenue, we intend to work with third party companies to assess, identify, manage, and mitigate
material cybersecurity threats, as well as to respond to and recover from cybersecurity incidents, all as necessary.

 We
recognize the importance of maintaining our technology and data systems. Our cybersecurity policies, standards, processes, and practices
are integrated across our operational departments.

 Cybersecurity
Risk Management and Strategy

 As
one of the elements of our overall risk management program, we focus on the following key areas:

 Technical
Safeguards: We have commenced to implement technical safeguards, including by not limited to firewalls, anti-malware functionality
and access controls.

 Outside
Consultants: We have identified and, as appropriate and when we have the budget to do so, will utilize outside consultants, including
contractors and other third parties, to among other things, conduct regular testing of our networks and systems to identify vulnerabilities
through penetration testing, while also measuring and advising on potential improvements to our incident prevention, response, and documentation
procedures.

 We
have not encountered cybersecurity threats or experienced previously cybersecurity incidents that have materially affected or that we
believe are reasonably likely to materially affect us, including our business strategy, results of operations or financial condition.

 Governance

 Board
of Directors Oversight

 Our
Board is aware of the critical nature of managing risks associated with cybersecurity threats. Management works with our Board to establish
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. The Board has delegated to our Audit Committee
the primary responsibility for oversight of cybersecurity risks.

 Management's
Role Managing Risk

 Our
Executive Team plays a primary role in informing the Audit Committee on cybersecurity risks. These individuals monitor activity and potential
risks related to the day-to-day operations of the business, including reviewing results of the work of our outside consultants. They
will provide briefings to the Audit Committee on a periodic basis regarding cybersecurity matters, including but not limited to the following:

cybersecurity landscape and emerging threats;

 Status
of ongoing cybersecurity initiatives and strategies;

 Incident
reporting, if any, and learning from any cybersecurity events;

 Risk
mitigation efforts and insurance, and

 Compliance
with regulatory requirements and industry standard.

 Item
2. Properties

 The Company currently leases office space at 800-525
West 8th Avenue, Vancouver, BC V5Z 1C6 as its principal office. The Company will be moving to a virtual office model in order to reallocate
rent expenditures to operations.

 Item
3. Legal Proceedings

 We
are subject to the legal proceedings and claims described in detail in "Note 21. Commitments and Contingencies" to
the audited financial statements included in this Annual Report on Form 10-K. Although the results of litigation and claims cannot be
predicted with certainty, as of the date of this Annual Report on Form 10-K, we do not believe the outcome of such legal proceeding and
claims, if determined adversely to us, would be reasonably expected to have a material adverse effect on our business. Regardless of
the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and
other factors.

 Item
4. Mine Safety Disclosures

 Not
applicable.

 PART
II

 Item
5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Market
information

 Our
common stock is currently quoted on Nasdaq Capital Market under the symbol "AGRI", and warrants under the symbol "AGRIW".
The market price has been volatile.

 On
March 29, 2024, the closing price for our common stock as reported on the Nasdaq Capital Market was $0.18 per share.

 Securities
outstanding and holders of record

 On
April 1, 2024, there were approximately 5,467 shareholders of record for our common stock and 22,573,938 shares of our common
stock issued and outstanding.

 Dividend
Policy

 We
have never paid any cash dividends on our common shares. However, we have paid common share dividends on our preferred stock. Our preferred
stock was retired and there were no preferred shares outstanding after the IPO. We anticipate that we will retain funds and future earnings
to support operations and to finance the growth and development of our business. Therefore, we do not expect to pay cash dividends on
our common shares in the foreseeable future. Any future determination to pay cash dividends on our common shares
will be at the discretion of our Board of Directors and will depend on our financial condition, results of operations, capital requirements
and other factors that our Board of Directors deems relevant. In addition, the terms of any future debt or credit financings may preclude
us from paying dividends.

 Information
respecting equity compensation plans

 The
Company adopted a stock option plan originally on December 12, 2018 (the "Option Plan"), as amended, under which the compensation
committee of the Board (the "Compensation Committee") may from time to time in its discretion, recommend changes to the Option
Plan to grant to directors, officers, employees and consultants of the Company non-transferable options to purchase common shares ("Options").
The Board of Directors review recommendations and approve changes. As of the date of this filling, the Company has 76,114 Options outstanding, and [2,129,652] Options available for future issuances.
The Option Plan was approved by the shareholders of the Company on June 10, 2019.

 The
following table provides information with respect to options outstanding under our Plan as at December 31, 2023:

 Plan
 category

 Number of

 securities to

 be issued

 upon exercise

 of

 outstanding

 options

 Weighted-

 average

 exercise price

 of

 outstanding

 options

 Number of

 securities

 remaining

 available for

 future

 issuance

 compensation plans approved by security holders

 $
 41.75

 2,181,280

 compensation plans not approved by security holders

 -

 -

 -

 Total

 $
 41.75

 2,181,280

 Recent Sales of Unregistered Securities

securities during the three months ended March 31, 2023:

 300 common shares were issued to consultants.

 32,742 common shares were issued upon conversion of
prefunded warrants.

 14,216 common shares were issued upon conversion of
convertible debt.

 3,118 common shares were issued as part of compensation
to Company officers.

securities during the three months ended June 30, 2023:

 250 common shares were issued to consultants.

 10,208 common shares were issued upon conversion of
prefunded warrants.

 36,111 common shares upon conversion of convertible
debt in lieu of repayment in cash.

 20,000 common shares issued to a shareholder in a
private placement.

securities during the three months ended September 30, 2023:

 350 common shares were issued to consultants.

 59,660 common shares were issued upon conversion of
prefunded warrants.

 422,194 common shares upon conversion of convertible
debt in lieu of repayment in cash.

 31,889 common shares were issued as part of compensation
to Company officers and employees.

securities during the three months ended December 31, 2023:

 580,000 common shares were issued to consultants.

 38,565 common shares were issued upon conversion of
prefunded warrants.

 2,694,611 common shares were issued upon conversion
of convertible debt.

 1,399,928 common shares upon conversion of convertible
debt in lieu of repayment in cash.

 On October 18, 2023, a Debenture Investor purchased
an additional tranche totaling $2,750,000 in convertible debentures and received 620,230 warrants. The convertible Debentures and Debenture
Warrants were issued with an exercise price of $2.62. The issuance of the additional tranche further triggered the down round provision,
adjusting the exercise prices of the First and Second Tranche Debentures as well as the First and Second Tranche Debenture Warrants to
$2.62.

 On November 30, 2023, a Debenture Investor purchased
an additional tranche totaling $2,750,000 in convertible debentures and received 1,986,112 warrants. The convertible Debentures and Debenture
Warrants were issued with an exercise price of $0.90. The issuance of the additional tranche further triggered the down round provision,
adjusting the exercise prices of the First and Second Tranche Debentures as well as the First and Second Tranche Debenture Warrants to
$0.90.

securities from January 1, 2024 to April 1, 2024:

 10,622,392 common shares were issued upon conversion
of convertible debt.

 5,871,210 common shares upon conversion of convertible
debt in lieu of repayment in cash.

 112,645 common shares were issued as part of compensation
to Company officers.

 126,646 common shares were issued to consultants.

 On February 21, 2024, a Convertible Debt Investor
purchased an additional tranche of $1,100,000 in convertible debentures and received 3,341,122 warrants. The convertible Debentures and
Debenture Warrants were issued with an exercise price of $0.214. The issuance of the additional tranche triggered the down round provision,
adjusting the exercise prices of the First, Second, Third, and Fourth tranche of Debentures and the First, Second, Third, Fourth tranche
of Debenture Warrants to $0.214.

 Purchases of Equity Securities by the Issuer or
Affiliated Purchasers

 There were no repurchases of shares of common stock
made during the year ended December 31, 2023.

 Item
6. Selected Financial Data

 As
a registrant that qualifies as a smaller reporting company, the Company is not required to provide the information required by this
Item.

 Item
7. Management's Discussion and Analysis of Financial Condition and Results of Operations

 Prospective
investors should read the following discussion and analysis of our financial condition and results of operations together with our financial
statements and the related notes and other financial information included elsewhere in this Annual Report. Some of the information contained
in this discussion and analysis or set forth elsewhere in this Annual Report, including information with respect to our plans and strategy
for our business, includes forward-looking statements that involve risks and uncertainties. See "Cautionary Note Regarding Forward-Looking
Statements." You should review the "Risk Factors" section of this Annual Report for a discussion of important factors
that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained
in the following discussion and analysis.

 FOR
THE YEARS ENDED DECEMBER 31, 2023 AND 2022

 Revenues

the year, the Company sold and delivered its first shipment of hydroxyl generating devices. The shipment consisted of 5 units for gross
sales of $16,281.

 The
Company sells its products directly to customers and indirectly to customers through sales brokers.

 Operating
Expenses

 Operating
expenses primarily consist of wages and salaries, professional fees, consulting, office and administration, investor and public relations,
research and development, and share-based compensation. Operating expenses decreased in the year ended December 31, 2023 as compared
to December 31, 2022 by $2,500,658 or 18% primarily due to the following:

 Professional
 fees and consulting decreased by $1,480,038 and $1,280,672, respectively due to a significant decrease in M&A spending during
 2023 as a result of the Company focusing on organic growth of currently active ventures.

 Research
 and development decreased by $609,104 due to limited research services procured during 2023 as compared to expenditures paid to RCS
 in 2022 as well as design and construction fees that were only incurred in 2022.

 Investor
 and public relations expenses decreased by $459,711 due to more investor and public relations advisory services utilized in 2022
 for communication.

 Wages
 and salaries decreased by $441,530 due to a reduction in staff head count in 2023.

 Office
 and administrative decreased by $286,012 due to overall cost cutting initiatives during 2023.

 Travel
 and entertainment decreased by $170,614 due to a reduction in travel for foreign business development.

 Sales
 and marketing decreased by $165,290 due to significant reductions in public relations agency work and social media contracted fees
 from cost cutting initiatives.

 Share
 based compensation decreased $99,864 due to a significant number of option forfeitures from lower staff head count.

 Shareholder
 and regulatory decreased $99,611 due to lower Rule 144 share releases in 2023.

 Lease
 expense decreased $28,945 due to the termination of the Company's long term office lease in 2023.

 This
was partially offset by the following:

 Write down of construction in progress deposit of $1,963,304 due to the termination of an agreement with a construction contractor.

 Depreciation
 and amortization increased $657,431 due to the beginning of amortization of the intangible asset which became available for use in
 January 2023.

 Other
Expenses / (Income)

 Other
expense for the year ended December 31, 2023 increased due to the following:

 Accretion
 interest on debentures increased by $4,566,721 due to the issuance of three additional tranches of convertible debentures during
 the year.

 Loss
 on conversion of convertible debt increased by $1,284,703 (gain of $93,973 – 2022) from the conversions of $6,970,382 in principal
 and interest during the year ($150,000 of principal – 2022) of convertible debentures into the Company's common shares
 at a loss.

 Loss
 on debt extinguishment increased by $680,935 (nil – 2022) as a result of the conversion of $1,489,974 of principal from the
 First Tranche Debentures into the Company's common shares which triggered an extinguishment of debt due to the change of the
 fair value of the debt after the conversion.

 Foreign
 exchange loss increased by $365,088 due to a higher average cash balance during 2022 coupled with an increasing USD to CAD rate throughout
 versus a lower average cash balance during 2023 which saw several large decreases in USD to CAD rates throughout.

 This
was partially offset by the following:

 Change
 in fair value of derivative liabilities increased by $5,641,017 due to a significant decrease in the Company's per share price
 of 99% during the period.

 All
 other items aggregate to $107,040.

 Critical
Accounting Estimates

 Impairment
of Long-Lived Assets

 The
Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset
may not be recoverable. In order to determine if assets have been impaired, assets are grouped and tested at the lowest level for which
identifiable independent cash flows are available ("asset group"). An impairment loss is recognized when the sum of projected
undiscounted cash flows is less than the carrying value of the asset group. The measurement of the impairment loss to be recognized is
based on the difference between the fair value and the carrying value of the asset group. Fair value has been determined using a market
approach.

 Fair
value determinations of intangible assets require considerable judgment and are sensitive to changes in underlying assumptions, estimates,
and market factors. Estimating the fair value of our intangible asset requires us to make assumptions and estimates regarding our future
plans, as well as industry, economic, and regulatory conditions. These assumptions and estimates include estimated future annual
net cash flows, discount rates, growth rates, contributory asset charges, and other market factors. If current expectations of future
growth rates and margins are not met, if market factors outside of our control, such as discount rates, change, or if management's
expectations or plans otherwise change, then our intangible might become impaired in the future.

 Our
intangible asset balance consists of our patented process to develop germinated whole grain wheat flour. We test our assets for
impairment annually or more frequently if events or circumstances indicate it is more likely than not that the fair value of our intangible
asset is less than its carrying amount. Such events and circumstances could include a sustained decrease in our market capitalization,
increased competition or unexpected loss of market share, increased input costs beyond projections (for example due to regulatory or
industry changes), disposals of significant components of our business, unexpected business disruptions, unexpected significant declines
in operating results, or significant adverse changes in the markets in which we operate.

 While
there was no single determinative event or factor, the consideration in totality of several factors that developed during the fourth
quarter of 2023 led us to conclude that it was possible that the fair value of our intangible asset was below their carrying amounts. These
factors included: (i) a sustained decrease in our share price in 2023, which reduced our market capitalization below the book value of
net assets; (ii) lack of financing raised during 2023 due to the economic environment (iii) delays in the launch of the sale of our UN(THINK)
flour;

 Accordingly,
we performed an impairment test on our intangible asset as of December 31, 2023 based on the asset's fair value based on net assets.
As a result of our impairment test, we determined that the intangible asset was not impaired as of December 31, 2023. Subsequent to December
31, 2023, our market capitalization continued to decrease indicating that the intangible asset may be impaired in the foreseeable future.

 Equity-linked
instruments

 The
fair value of the Company's warrants is determined in accordance with FASB ASC 820, "Fair Value Measurement," which
establishes a fair value hierarchy that prioritizes the assumptions (inputs) to valuation techniques used to price assets or liabilities
that are measured at fair value. The hierarchy, as defined below, gives the highest priority to unadjusted quoted prices in active markets
for identical assets or liabilities and the lowest priority to unobservable inputs. The guidance for fair value measurements requires
that assets and liabilities measured at fair value be classified and disclosed in one of the following categories:

 Level
 1: Defined as observable inputs, such as quoted (unadjusted) prices in active markets for identical assets or liabilities.

 Level
 2: Defined as observable inputs other than quoted prices included in Level 1. This includes quoted prices for similar assets or liabilities
 in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs
 that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

 Level
 3: Defined as unobservable inputs to the valuation methodology that are supported by little or no market activity and that are significant
 to the measurement of the fair value of the assets or liabilities. Level 3 assets and liabilities include those whose fair value
 measurements are determined using pricing models, discounted cash flow methodologies or similar valuation techniques, as well as
 significant management judgment or estimation.

 The
Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with ASC 815, Derivatives
and Hedging ("ASC 815"), which provides that if three criteria are met, the Company is required to bifurcate conversion options
from their host instruments and account for them as free-standing derivative financial instruments. These three criteria include circumstances
in which;

 (a)
the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics
and risks of the host contract;

 (b)
the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under
otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur; and

 (c)
a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument.

 ASC
815 also provides an exception to this rule when the host instrument is deemed to be conventional as defined under professional standards
as "The Meaning of Conventional Convertible Debt Instrument."

 The
Company accounts for convertible instruments (when it has determined that the embedded conversion options should not be bifurcated from
their host instruments) in accordance with professional standards when "Accounting for Convertible Securities with Beneficial Conversion
Features," as those professional standards pertain to "Certain Convertible Instruments."

 The
debenture conversion features are categorized as a Level 3 financial instrument. The Company utilized the Monte Carlo option-pricing
for valuing the convertible features.

 The
First, Second, Third, Fourth, and Fifth Tranche of Debenture Warrants, collectively (the "Debenture Warrants") are categorized
as a Level 3 financial instrument. The Company utilized the Monte Carlo option-pricing model to value the Debenture Warrants.

 The
most subjective assumptions in such option pricing models include the implied volatility, expected term, risk-free rate and the probability
of triggering the down-round provisions.

 Share
Based Compensation

 The
Company uses the straight-line method to allocate compensation cost to reporting periods over each optionee's requisite service
period, which is generally the vesting period, and estimates the fair value of stock-based awards to employees and directors using the
Black-Scholes option-valuation model (the "Black-Scholes model"). This model incorporates certain assumptions for inputs
including a risk-free market interest rate, expected dividend yield of the underlying common stock, expected option life, and expected
volatility in the market value of the underlying common stock. The Company recognizes any forfeitures as they occur.

 Income
Taxes

tax expense is the expected tax payable on the taxable income for the period, using tax rates enacted at period-end.

 Deferred
tax assets, including those arising from tax loss carryforwards, requires management to assess the likelihood that the Company will generate
sufficient taxable earnings in future periods in order to utilize recognized deferred tax assets. Assumptions about the generation of
future taxable profits depend on management's estimates of future cash flows. In addition, future changes in tax laws could limit
the ability of the Company to obtain tax deductions in future periods. To the extent that future cash flows and taxable income differ
significantly from estimates, the ability of the Company to realize the net deferred tax assets recorded at the reporting date could
be impacted.

 The
Company operates in various tax jurisdictions and is subject to audit by various tax authorities.

 Liquidity
and Capital Resources

 The Company's primary need for liquidity is
to fund working capital requirements, capital expenditures, and general corporate purposes. The Company's ability to fund operations
and make planned capital expenditures and debt service obligations depends on future operating performance and cash flows, which are subject
to prevailing economic conditions, financial markets, business and other factors. We recorded a net loss of $11,733,210 for the year ended
December 31, 2023 compared to $12,873,102 for the year ended December 31, 2022; and recorded an accumulated deficit of $44,507,304 as
of December 31, 2023 ($32,774,094 – as of December 31, 2022). Net cash used in operating activities for the year ended December
31, 2023 was $6,505,072 compared to $12,079,359 for the year ended December 31, 2022.

 We
had $3,878,578 in cash as at December 31, 2023 as compared to $2,269,320 as at December 31, 2022.

 Our
future capital requirements will depend on many factors, including:

 the
 cost and timing of our regulatory activities, especially the process to obtain regulatory approval for our intellectual properties
 in the U.S. and foreign countries;

 the
 costs of R&D activities we undertake to further develop our technology;

 the
 costs of constructing our grow houses, including any impact of complications, delays, and other unknown events;

 the
 costs of commercialization activities, including sales, marketing and production;

 the
 costs of our mergers and acquisitions activity;

 the
 level of working capital required to support our growth; and

 our
 need for additional personnel, information technology or other operating infrastructure to support our growth and operations as a
 public company.

 The
accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction
of liabilities in the normal course of business. The financial statements do not include any adjustments relating to the recoverability
and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this
uncertainty. The Company is at an early stage of development. As such it is likely that additional financing will be needed by the Company
to fund its operations and to develop and commercialize its technology. These factors raise substantial doubt about the Company's
ability to continue as a going concern.

 For
the next twelve months from issuance of these financial statements, the Company will seek to obtain additional capital through the sale
of debt or equity financings or other arrangements to fund operations; however, there can be no assurance that the Company will be able
to raise needed capital under acceptable terms, if at all. The sale of additional equity may dilute existing shareholders and newly issued
shares may contain senior rights and preferences compared to currently outstanding common shares. Issued debt securities may contain
covenants and limit the Company's ability to pay dividends or make other distributions to shareholders. If the Company is unable
to obtain such additional financing, future operations would need to be scaled back or discontinued. Due to the uncertainty in the Company's
ability to raise capital, management believes that there is substantial doubt in the Company's ability to continue as a going concern
for twelve months from the issuance of these financial statements.

 Cash
Flows

 The net cash used by operating activities for the
year ended December 31, 2023 was $6,505,072 compared to $12,079,359 for the year ended December 31, 2022. The change of $5,574,287 was
primarily due to the following:

 A decrease in net loss of $1,139,892 due to operating expenses noted above.

 An increase to amortization of debt issuance costs of $4,707,047 from the issuance of three additional tranches of convertible debentures during the year.

 Write
 down of construction in progress deposit of $1,963,304 due to the termination of an agreement with a construction contractor.

 A favorable change in working capital of $1,277,878 driven by the utilization of a prepaid retainer balance for investor relations services as well as amortization of deferred offering costs for usage of the Company's "At The Market" financing facility in 2023 and by a delay in payment of trade payables as part of a cash savings initiative.

 An increase to the loss on debt conversions and debt extinguishment of $1,284,703 and $680,935, respectively due to significant debt conversions.

 An increase to depreciation and amortization $657,431 due to the beginning of amortization of the intangible asset which became available for use in January 2023.

 This
was partially offset by the following:

 Non-cash change in the fair value of derivative liabilities of $5,641,017 due to decreased securities prices.

 A decrease of shares issued for compensation of $435,851 due to lower employee headcount during 2023.

 All other items in an aggregate amount of $60,035.

 During the year ended December 31, 2023, net cash
used in investing activities was for the purchase of an equity investment in RCS for $225,000. The net cash used in investing activities
for the year ended December 31, 2022 was related to the payment against acquisition of IP intangible asset of $500,000 and acquisition
of equipment and leasehold improvements amounting to $104,986 due to increased staffing and office renovations, respectively. All other
items aggregated to $35,028.

 Net
cash provided by financing activities for the year ended December 31, 2023, represents net proceeds from debentures of $9,615,385 as
well as common shares issued for cash of $1,342,915. This was partially offset by repayments on convertible debentures of $2,143,091,
financing costs of debentures of $387,917 and share issuance costs of $153,220. Net cash used in financing activities for the year ended
December 31, 2022 represents net proceeds from debentures of $12,750,000. This was partially offset by financing costs of debentures
of $1,634,894 and repayments of $2,805,000 as well as payment of $750,000 for the acquisition of an intangible asset.

 Off
Balance Sheet Arrangements

 None.

 Item
7A. Quantitative and Qualitative Disclosures About Market Risk

 As
a registrant that qualifies as a smaller reporting company, AgriFORCE is not required to provide the information required by this
Item.

 Item
8. Financial Statements and Supplementary Data

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Shareholders and Board of Directors of

Growing Systems Ltd.

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheets of AgriFORCE Growing Systems Ltd. (the "Company") as of December
31, 2023 and 2022, the related consolidated statements of comprehensive loss, shareholders' equity and cash flows for each of the
two years in the period 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 2022, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2023,
in conformity with accounting principles generally accepted in the United States of America.

 Explanatory
Paragraph – Going Concern

 The
accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As more
fully described in Note 2, the Company has a significant working capital deficiency, has incurred significant losses and needs to raise
additional funds to meet its obligations and sustain its operations. These conditions 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 2. The consolidated 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 audits 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.

 /s/
 Marcum LLP

 Marcum
 llp (PCAOB ID 688)

 We
 have served as the Company's auditor since 2020

 Costa
Mesa, CA

 F- 1

 CONSOLIDATED
BALANCE SHEETS

in US dollars)

 Note

 ASSETS

 Cash

 $
 3,878,578

 $
 2,269,320

 Other receivable

 30,859

 48,941

 Prepaid expenses and other current assets

 272,872

 598,342

 Inventories

 38,857

 -

 Total current assets

 4,221,166

 2,916,603

 Non-current

 Property and equipment, net

 11,801

 121,672

 Intangible asset, net

 12,733,885

 13,089,377

 Operating lease right-of-use asset

 -

 1,540,748

 Lease deposit, non-current

 63,708

 -

 Construction in progress

 113,566

 2,092,533

 Investment

 223,801

 -

 Land deposit

 -

 2,085,960

 Total assets

 $
 17,367,927

 $
 21,846,893

 LIABILITIES AND SHAREHOLDERS' EQUITY

 Accounts payable and accrued liabilities

 $
 1,942,011

 $
 1,147,739

 Debentures

 4,084,643

 3,941,916

 Contract liabilities

 15,336

 -

 Lease liability – current

 -

 271,110

 Total current liabilities

 6,041,990

 5,360,765

 Non-current

 Lease deposit, non-current

 25,684

 -

 Lease liability – non-current

 -

 1,250,060

 Derivative liabilities

 2,690,308

 4,649,115

 Long term loan

 45,365

 44,300

 Total liabilities

 8,803,347

 11,304,240

 Commitments and contingencies

 -

 -

 Shareholders' equity

 Common shares, no par value per share - unlimited shares authorized; 5,841,045 and 315,916 shares
 issued and outstanding at December 31, 2023 and December 31, 2022, respectively *

 49,828,942

 27,142,762

 Additional paid-in-capital

 3,472,444

 16,816,695

 Obligation to issue shares

 97,094

 -

 Accumulated deficit

 ( 44,507,304
)

 ( 32,774,094
)

 Accumulated other comprehensive loss

 ( 326,596
)

 ( 642,710
)

 Total shareholders' equity

 8,564,580

 10,542,653

 Total liabilities and shareholders' equity

 $
 17,367,927

 $
 21,846,893

 *

 reflects
 the 1:50 reverse stock split effected on October 11, 2023.

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

 F- 2

 CONSOLIDATED
STATEMENTS OF COMPREHENSIVE LOSS

in US dollars)

 For
the years ended December 31, 2023 and 2022

 Note

 2023

 2022

 Revenue

 $
 16,281

 $
 -

 Cost of sales

 13,577

 -

 Gross profit

 2,704

 -

 OPERATING EXPENSES

 Wages and salaries

 2,961,569

 3,403,099

 Write down of construction in progress deposit

 1,963,304

 -

 Consulting

 1,281,236

 2,561,908

 Professional fees

 1,188,984

 2,669,022

 Office and administrative

 1,041,725

 1,327,739

 Share based compensation

 841,081

 940,945

 Depreciation and amortization

 6 & 7

 679,844

 22,413

 Investor and public relations

 447,725

 907,436

 Lease expense

 290,017

 318,962

 Sales and marketing

 221,840

 387,130

 Shareholder and regulatory

 121,472

 221,083

 Travel and entertainment

 110,224

 280,838

 Research and development

 6,589

 615,693

 Total operating
 expenses

 11,155,610

 13,656,268

 Operating loss

 ( 11,152,906
)

 ( 13,656,268
)

 OTHER EXPENSES / (INCOME)

 Foreign exchange loss (gain)

 75,009

 ( 290,079
)

 Change in fair value of derivative liabilities

 ( 9,360,886
)

 ( 3,719,869
)

 Accretion of interest on debentures

 7,963,299

 3,396,578

 Loss (gain) on conversion of convertible debt

 1,190,730

 ( 93,973
)

 Loss on debt extinguishment

 680,935

 -

 Write-off of deposit

 12,000

 -

 Other loss

 6 & 20

 105,684

 -

 Other income

 ( 86,467
)

 ( 75,823
)

 Net loss

)

)

 Other comprehensive loss

 Foreign currency translation

 316,114

 ( 609,624
)

 Comprehensive loss

 $
 ( 11,417,096
)

 $
 ( 13,482,726
)

 Basic and diluted net loss*

 $
 ( 10.11
)

 $
 ( 35.60
)

 Weighted average number of common shares outstanding – basic and diluted*

 1,160,523

 361,607

 *

 reflects
 the 1:50 reverse stock split effected on October 11, 2023.

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

 F- 3

 CONSOLIDATED
STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

in US dollars, except share numbers)

 Common Shares

 Additional Paid-in-

 Obligation to issue

 Accumulated

 Accumulated other comprehensive

 Total Shareholders'

 Note

 # of Shares*

 Amount

 capital

 shares

 Deficit

 income (loss)

 Balance, December 31, 2021

 303,534

 $
 25,637,543

 $
 2,203,343

 $
 93,295

 $
 ( 19,900,992
)

 $
 ( 33,086
)

 $
 8,000,103

 Shares issued for conversion of convertible debt

 11 & 15

 1,351

 131,532

 -

 -

 -

 -

 131,532

 Shares issued for compensation

 5,336

 520,230

 -

 -

 -

 -

 520,230

 Shares issued for consulting services

 5,695

 853,457

 -

 ( 93,295
)

 -

 -

 760,162

 Prefunded warrants issued

 4 & 7

 -

 -

 14,192,637

 -

 -

 -

 14,192,637

 Share based compensation

 -

 -

 420,715

 -

 -

 -

 420,715

 Net loss

 -

 -

 -

 -

)

 -

)

 Foreign currency translation

 -

 -

 -

 -

 -

 ( 609,624
)

 ( 609,624
)

 Balance, December 31, 2022

 315,916

 $
 27,142,762

 $
 16,816,695

 $
 -

 $
 ( 32,774,094
)

 $
 ( 642,710
)

 $
 10,542,653

 315,916

 $
 27,142,762

 $
 16,816,695

 $
 -

 $
 ( 32,774,094
)

 $
 ( 642,710
)

 $
 10,542,653

 Shares issued for conversion of convertible debt

& 15

 4,566,970

 9,292,871

 -

 -

 -

 -

 9,292,871

 Shares issued for compensation

 54,083

 348,199

 -

 97,094

 -

 -

 445,293

 Shares issued for consulting services

 580,900

 324,311

 -

 -

 -

 -

 324,311

 Shares issued for cash, net of issuance costs

 124,652

 939,695

 -

 -

 -

 -

 939,695

 Shares issued in private placement

 20,000

 204,880

 -

 -

 -

 -

 204,880

 Shares issued on conversion of vested prefunded warrants

 7 & 15

 141,175

 11,576,224

 ( 11,576,224
)

 -

 -

 -

 -

 Fractional shares issued due to roundup from reverse split

 37,349

 -

 -

 -

 -

 -

 -

 Cancelled prefunded warrants

 -

 -

 ( 2,085,960
)

 -

 -

 -

 ( 2,085,960
)

 Share based compensation

 -

 -

 317,933

 -

 -

 -

 317,933

 Net loss

 -

 -

 -

 -

)

 -

)

 Foreign currency translation

 -

 -

 -

 -

 -

 316,114

 316,114

 Balance, December 31, 2023

 5,841,045

 $
 49,828,942

 $
 3,472,444

 $
 97,094

 $
 ( 44,507,304
)

 $
 ( 326,596
)

 $
 8,564,580

 5,841,045

 $
 49,828,942

 $
 3,472,444

 $
 97,094

 $
 ( 44,507,304
)

 $
 ( 326,596
)

 $
 8,564,580

 *

 reflects
 the 1:50 reverse stock split effected on October 11, 2023.

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

 F- 4

 CONSOLIDATED
STATEMENTS OF CASH FLOWS

in US Dollars)

 For
the years ended December 31, 2023 and 2022

 Note

 2023

 2022

 CASH FLOWS FROM OPERATING ACTIVITIES

 Net loss for the year

 $
)

 $
)

 Adjustments to reconcile net loss to net cash used in operating activities:

 Write down of construction in progress deposit

 1,963,304

 -

 Depreciation and amortization

 6 & 7

 679,844

 22,413

 Share based compensation

 317,933

 420,715

 Shares issued for consulting services

 324,311

 760,162

 Shares issued for compensation

 445,293

 520,230

 Loss (gain) on debt conversion

 1,190,730

 ( 93,973
)

 Loss on debt extinguishment

 680,935

 -

 Loss on disposal of fixed assets

 75,362

 -

 Loss on termination of right of use asset

 30,322

 -

 Amortization of debt issuance costs

 7,764,872

 3,057,825

 Write-off of deposit

 12,000

 -

 Change in fair value of derivative liabilities

 ( 9,360,886
)

 ( 3,719,869
)

 Changes in operating assets and liabilities:

 Other receivables

 18,082

 ( 16,615
)

 Prepaid expenses and other current assets

 313,470

 ( 274,302
)

 Inventories

 ( 38,857
)

 -

 Lease deposit asset

 ( 63,708
)

 -

 Accounts payable and accrued liabilities

 834,147

 75,552

 Right-of-use asset

 -

 297,034

 Lease liabilities

 -

 ( 255,429
)

 Contract liabilities

 15,300

 -

 Lease deposit liability

 25,684

 -

 Net cash used in operating activities

 ( 6,505,072
)

 ( 12,079,359
)

 CASH FLOWS FROM INVESTING ACTIVITIES

 Purchase of investment

 ( 225,000
)

 Acquisition of equipment and leasehold improvements

 -

 ( 104,986
)

 Payment against acquisition of intangibles

 -

 ( 500,000
)

 Return of deposit on purchase of land

 -

 20,000

 Construction in progress

 -

 ( 55,028
)

 Net cash used in investing activities

 ( 225,000
)

 ( 640,014
)

 CASH FLOWS FROM FINANCING ACTIVITIES

 Proceeds from common shares issued for cash

 1,342,915

 -

 Share issuance costs paid

 ( 153,220
)

 -

 Proceeds from debentures – net of discount

 9,615,385

 12,750,000

 Repayment of convertible debentures

 ( 2,143,091
)

 ( 2,805,000
)

 Financing costs of debentures

 ( 387,917
)

 ( 1,634,894
)

 Payment for acquisition of intangible asset

 -

 ( 750,000
)

 Net cash provided by financing activities

 8,274,072

 7,560,106

 Effect of exchange rate changes on cash

 65,258

 ( 346,703
)

 Change in cash

 1,609,258

 ( 5,505,970

 Cash, beginning of year

 2,269,320

 7,775,290

 Cash, end of year

 $
 3,878,578

 $
 2,269,320

 Supplemental cash flow information:

 Cash paid during the period for interest

 $
 198,427

 $
 338,753

 Supplemental disclosure of non-cash investing and financing transactions

 Initial fair value of debenture warrants ("Second Tranche Warrants")

 $
 2,378,000

 $
 -

 Initial fair value of conversion feature of debentures ("Second Tranche Debentures")

 1,599,000

 -

 Initial fair value of debenture warrants ("Third Tranche Warrants")

 1,251,000

 -

 Initial fair value of conversion feature of debentures ("Third Tranche Debentures")

 1,152,000

 -

 Initial fair value of debenture warrants ("Fourth Tranche Warrants")

 1,053,000

 -

 Initial fair value of conversion feature of debentures ("Fourth Tranche Debentures")

 1,065,000

 -

 Reclassified accrued construction in progress fees

 39,875

 -

 Shares issued for conversion of convertible debt

 9,292,871

 131,532

 Initial fair value of debenture warrants (First Tranche Warrants")

 -

 4,080,958

 Initial fair value of conversion feature of debentures ("First Tranche Debentures")

 -

 3,336,535

 Prefunded warrants issued related to intangible assets

 -

 12,106,677

 Prefunded warrants related to land deposit

 -

 2,085,960

 Prefunded warrants related to land deposit cancelled

 2,085,960

 -

 Initial operating lease liability recognized under Topic 842

 -

 1,776,599

 Initial lease right-of-use asset recognized under Topic 842

 -

 1,837,782

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

 F- 5

 NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS

 For
the Years Ended December 31, 2023 and 2022

in US Dollars, except where noted)

 1.
 BUSINESS OVERVIEW

Growing Systems Ltd. ("AgriFORCE " of the "Company") was incorporated as a private company by Articles
of Incorporation issued pursuant to the provisions of the Business Corporations Act (British Columbia) on December 22, 2017. The
Company's registered and records office address is at 800 – 525 West 8 th Avenue, Vancouver, British Columbia,
Canada, V5Z 1C6.

 The
Company is an innovative agriculture-focused technology company that delivers reliable, financially robust solutions for high value
crops through our proprietary facility design and automation Intellectual Property to businesses and enterprises globally through
our AgriFORCE Solutions division ("Solutions") and delivers nutritious food products through our AgriFORCE
Brands division ("Brands"). During 2023, the Company launched its Un(THINK) Awakened Flour flour, which is a nutritious flour that provides
many health advantages over traditional flour.

 Solutions
intends to operate in the plant based pharmaceutical, nutraceutical, and other high value crop markets using its unique proprietary
facility design and hydroponics based automated growing system that enable cultivators to effectively grow crops in a controlled
environment ("FORCEGH+ "). The Company has designed FORCEGH+ facilities to produce in virtually any
environmental condition and to optimize crop yields to as near their full genetic potential possible whilst substantially
eliminating the need for the use of pesticides and/or irradiation. The Company also has a global license to sell and distribute hydroxyl devices. During 2023, the Company completed
sales and deliveries of its hydroxyl devices.

 Brands
is focused on the development and commercialization of plant-based ingredients and products that deliver healthier and more nutritious
solutions. We will market and commercialize both branded consumer product offerings and ingredient supply.

 2.
 BASIS OF PREPARATION

 Basis
of Presentation

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

 The
financial statements and accompanying notes are the representations of the Company's management, who are responsible for their
integrity and objectivity. In the opinion of the Company's management, the financial statements reflect all adjustments, which
are normal and recurring in nature, necessary for fair financial statement presentation.

 Principal
of Consolidation

 Our
consolidated financial statements include the accounts of our wholly owned subsidiaries. We consolidate variable interest entities (VIEs)
when we have variable interests and are the primary beneficiary. The Company has no VIEs.

 All
inter-company balances and transactions have been eliminated on consolidation. These consolidated financial statements include the accounts
of the Company and its wholly owned subsidiaries:

 SCHEDULE OF CONSOLIDATED FINANCIAL STATEMENTS

 Name
 of entity:

 Country
 of Incorporation

 Purpose

 Date
 of Incorporation

 Growing Systems Ltd.

 Parent
 Company

 Dec
 22, 2017

 Food Company Canada Ltd.*

 Food
 Product Manufacturing

 Dec
 4, 2019

 West
 Pender Holdings, Inc.

 Real
 Estate Holding and Development Company

 Sep
 1, 2018

 Investments Inc.

 Holding
 Company

 Apr
 9, 2019

 West
 Pender Consulting Company

 Management
 Advisory Services

 Jul
 9, 2019

 AGI
 IP Co.

 Intellectual

 Mar
 5, 2020

 Food Company

 Food
 Product Manufacturing

 June
 20, 2022

 Europe BV***

 Holding
 Company

 March
 29, 2023

 Belgium BV***

 Holding
 Company

 March
 29, 2023

 GrowForce BV***

 Holding Company

 June
 19, 2023

 AgriFORCE (Barbados) Ltd.***

 Barbados

 Holding Company

 October
 14, 2022

 *

 Food Company Canada Ltd. changed its name from Daybreak AG Systems Ltd. on August 19, 2022.

 **

 West
 Pender Consulting Company changed its name from West Pender Management Co. on August 1, 2022.

 ***

 Entities have no activity and are in the process of being dissolved.

 F- 6

 Functional
and Reporting Currency

 The
functional currency for each entity included in these consolidated financial statements is the currency of the primary economic environment
in which the entity operates. These consolidated financial statements are presented in United States dollars ("USD"). Currency
conversion to USD is performed in accordance with ASC 830, Foreign Currency Matters.

 Use
of Estimates

 The
preparation of our financial statements in accordance with U.S. generally accepted accounting principles requires us to make estimates
and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes. Significant estimates
reflected in these financial statements include, but are not limited to, accounting for share-based compensation, valuation of derivative
liabilities, valuation of embedded conversion feature, going concern, impairment as well as depreciation method. Actual results could
differ from these estimates and those differences could be material.

 Going
Concern

 The
Company has incurred substantial operating losses since its inception, and expects to continue to incur significant operating losses
for the foreseeable future and may never become profitable. As reflected in the financial statements, the Company had an accumulated
deficit of approximately $ 44.5 million at December 31, 2023, a net loss of approximately $ 11.7 million, and approximately $ 6.5 million
of net cash used in operating activities for the year ended December 31, 2023. The accompanying financial statements have been prepared
on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.
The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or
the amounts and classification of liabilities that might result from the outcome of this uncertainty. The Company anticipates incurring
additional losses until such time, if ever, that it can obtain marketing approval to sell, and then generate significant sales, of its
technology that is currently in development. The Company will need to raise additional capital in order to fund its
operations and to develop and commercialize its technology. These factors raise substantial doubt about the Company's ability to
continue as a going concern. The Company is seeking additional financing to support its growth plans. The sale of additional equity may
dilute existing shareholders and newly issued shares may contain senior rights and preferences compared to currently outstanding common
shares.

 F- 7

 Reverse
Stock Split

 On
October 11, 2023, the Company executed a one-for-fifty reverse stock split of the Company's common shares (the "Reverse Split").
As a result of the Reverse Split, every 50 shares of the Company's old common shares were converted into one share of the Company's
new common shares. Fractional shares resulting from the reverse split were rounded up to the nearest whole number. The Reverse Split
automatically and proportionately adjusted all issued and outstanding shares of the Company's common shares, as well as convertible
debentures, convertible features, prefunded warrants, stock options and warrants outstanding at the time of the date of the Reverse Split.
The exercise price on outstanding equity based-grants was proportionately increased, while the number of shares available under the Company's
equity-based plans was proportionately reduced. Share and per share data (except par value) for the periods presented reflect the effects
of the Reverse Split. References to numbers of common shares and per share data in the accompanying financial statements and notes thereto
for periods ended prior to October 11, 2023 have been adjusted to reflect the Reverse Split on a retroactive basis.

 3.
 SIGNIFICANT ACCOUNTING POLICIES

 Cash

 The
Company's cash consists of cash maintained in checking and interest-bearing accounts. The Company accounts for financial instruments
with original maturities of three months or less at the date of purchase as cash equivalents. The Company held no cash equivalents as
of December 31, 2023 and 2022.

 Inventories

 Inventories
consist of finished goods of milled flour and related packaging material recorded at the lower of cost or net realizable value with the
cost measured using the average cost method. Inventories includes all costs that relate to bringing the inventory to its present
condition and location under normal operating conditions.

and Equipment

and equipment are initially recognized at acquisition cost or manufacturing cost, including any costs directly attributable to bringing
the assets to the location and condition necessary for them to be capable of operating in the manner intended by the Company's
management. Property, plant and equipment are subsequently measured at cost less accumulated depreciation and impairment losses.

 Depreciation
is recognized on a straight-line basis to write down the cost less estimated residual value of computer equipment and furniture and fixtures.
The following useful lives are applied:

 SCHEDULE OF ESTIMATED RESIDUAL VALUE OF COMPUTER EQUIPMENT AND FURNITURE AND FIXTURES

 Computer
 equipment

 years

 Furniture
 and fixtures

 years

 Leasehold
 improvements

 Lower
 of estimated useful life or remaining lease term

 Gains
or losses arising on the disposal of property, plant and equipment are determined as the difference between the disposal proceeds and
the carrying amount of the assets and are recognized in profit or loss within other income or other expenses.

 Construction
in progress includes construction progress payments, deposits, engineering costs, interest expense for debt financing on long-term construction
projects and other costs directly related to the construction of the facilities. Expenditures are capitalized during the construction
period and construction in progress is transferred to the relevant class of property and equipment when the assets are available for
use, at which point the depreciation of the asset commences.

 Definite
Lived Intangible Asset

 Definite
lived intangible asset consists of a granted patent. Amortization is computed using the straight-line method over the estimated useful
life of the asset. The estimated useful life of the granted patent is 20 years and the patent was available for use starting January
2023.

 Impairment
of Long-Lived Assets

 The
Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset
may not be recoverable. In order to determine if assets have been impaired, assets are grouped and tested at the lowest level for which
identifiable independent cash flows are available ("asset group"). An impairment loss is recognized when the sum of projected
undiscounted cash flows is less than the carrying value of the asset group. The measurement of the impairment loss to be recognized is
based on the difference between the fair value and the carrying value of the asset group. Fair value can be determined using a market
approach, income approach or cost approach. The reversal of impairment losses is prohibited.

 F- 8

 Investments

 The
Company accounts for its investments in accordance with ASC 321, Investments – Equity Securities ("ASC 321"). The Company's
investment does not have a readily determinable fair value, therefore the Company has elected to account for its investment at cost,
less impairment. Adjustments to fair value are made when there are observable transactions that provide an indicator of fair value. Additionally,
if qualitative factors demonstrate a potential impairment to the investment, fair value must be estimated, and the investment written
down if the fair value is lower than the carrying value.

 Convertible
Instruments

 The
Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with ASC 815, Derivatives
and Hedging ("ASC 815"), which provides that if three criteria are met, the Company is required to bifurcate conversion options
from their host instruments and account for them as free-standing derivative financial instruments. These three criteria include circumstances
in which;

 (a)
the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics
and risks of the host contract;

 (b)
the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under
otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur; and

 (c)
a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument.

 ASC
815 also provides an exception to this rule when the host instrument is deemed to be conventional as defined under professional
standards as "The Meaning of Conventional Convertible Debt Instrument.". Accordingly, the Company records, when
necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the
differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective
conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to
their earliest date of redemption. The Company also records when necessary deemed dividends for the intrinsic value of conversion
options embedded in preferred shares based upon the differences between the fair value of the underlying common stock at the
commitment date of the note transaction and the effective conversion price embedded in the note. ASC 815 provides that, among other
things, generally, if an event is not within the entity's control or could require net cash settlement, then the contract
shall be classified as an asset or a liability.

 Leases

 The
Company determines at the inception of a contract if the arrangement is or contains a lease. A contract is or contains a lease if the
contract gives the right to control the use of an identified asset for a period of time in exchange for consideration. The Company classifies
leases at the lease commencement date as operating or finance leases and records a right-of-use asset and a lease liability on the balance
sheet for all leases with an initial lease term of greater than 12 months. Leases with an initial term of 12 months or less are not recorded
on the balance sheet, but payments are recognized as expense on a straight-line basis over the lease term.

 The
Company's contracts can contain both lease and non-lease components. The non-lease components may include maintenance, utilities,
and other operating costs. The Company combines the lease and non-lease components of fixed costs in its leases as a single lease component.
Variable costs, such as utilities or maintenance costs, are not included in the measurement of right-of-use assets and lease liabilities.
These costs are expensed when the event determining the amount of variable consideration to be paid occurs.

 Lease
liabilities and their corresponding right-of-use assets are recorded based on the present value of future lease payments over the expected
lease term. The Company determines the present value of future lease payments by using its estimated secured incremental borrowing rate
for that lease term as the interest rate implicit in the lease is not readily determinable. The Company estimates its incremental borrowing
rate for each lease based on the rate of interest that the Company would have to pay to borrow an amount equal to the lease payments
over a similar term.

 F- 9

 Revenue
Recognition

 Product
revenue in 2023 was limited to sales from hydroxyl generators and will expand to include sales of our un(Think) Foods products in 2024. We recognize product revenue when we satisfy performance obligations
by transferring control of the promised products or services to customers. Product revenue is recognized at a point in time when
control of the promised good or service is transferred to the customer, which is at the point of shipment or delivery of the
goods.

 Contract
Balances

 We
recognize a receivable when the Company has a right to consideration for which the Company has completed the performance obligations
and only the passage of time is required before payment of that consideration is due.

 We
recognize a contract asset when revenue is recognized prior to invoicing.

 We
recognize a contract liability when a customer provides payment to the Company for a performance obligation not yet satisfied.

 Payment
terms generally require payments within 30 days.

 Loss
per Common Share

 The
Company presents basic and diluted loss per share data for its common shares. Basic loss per common share is calculated by dividing the
profit or loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during
the year. The number of common shares used in the loss per shares calculation includes all outstanding common shares plus all common
shares issuable for which there are no conditions to issue other than time. Diluted loss per common share is calculated by adjusting
the weighted average number of common shares outstanding to assume conversion of all potentially dilutive share equivalents, such as
stock options and warrants and assumes the receipt of proceeds upon exercise of the dilutive securities to determine the number of shares
assumed to be purchased at the average market price during the year.

 Research
and Development

 Expenditure
on research and development activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding,
is recognized as expense when incurred.

 Foreign
Currency Transactions

 The
financial statements of the Company and its subsidiaries whose functional currencies are the local currencies are translated into USD
for consolidation as follows: assets and liabilities at the exchange rate as of the balance sheet date, shareholders' equity at
the historical rates of exchange, and income and expense amounts at the average exchange rate for the period. Translation adjustments
resulting from the translation of the subsidiaries' accounts are included in "Accumulated other comprehensive income"
as equity in the consolidated balance sheets. Transactions denominated in currencies other than the applicable functional currency are
converted to the functional currency at the exchange rate on the transaction date. At period end, monetary assets and liabilities are
remeasured to the reporting currency using exchange rates in effect at the balance sheet date. Non-monetary assets and liabilities are
remeasured at historical exchange rates. Gains and losses resulting from foreign currency transactions are included within non-operating
expenses.

 Fair
value of Financial Instruments

 The
fair value of the Company's accounts receivable, accounts payable and other current liabilities approximate their carrying amounts
due to the relatively short maturities of these items.

 F- 10

 As
part of the issuance of debentures on June 30, 2022, January 17, 2023, October 18, 2023 and November 30, 2023 as well as the private
placement on June 20, 2023, the Company issued warrants having strike price denominated in USD. This creates an obligation to issue
shares for a price that is not denominated in the Company's functional currency and renders the warrants not indexed to the
Company's stock, and therefore, must be classified as a derivative liability and measured at fair value at the end of each
reporting period. On the same basis, the Series A Warrants and the representative warrants issued as part of the IPO are also
classified as a derivative liability and measured at fair value.

 The
fair value of the Company's warrants is determined in accordance with FASB ASC 820, "Fair Value Measurement," which
establishes a fair value hierarchy that prioritizes the assumptions (inputs) to valuation techniques used to price assets or liabilities
that are measured at fair value. The hierarchy, as defined below, gives the highest priority to unadjusted quoted prices in active markets
for identical assets or liabilities and the lowest priority to unobservable inputs. The guidance for fair value measurements requires
that assets and liabilities measured at fair value be classified and disclosed in one of the following categories:

 Level
 1: Defined as observable inputs, such as quoted (unadjusted) prices in active markets for identical assets or liabilities.

 Level
 2: Defined as observable inputs other than quoted prices included in Level 1. This includes quoted prices for similar assets or liabilities
 in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs
 that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

 Level
 3: Defined as unobservable inputs to the valuation methodology that are supported by little or no market activity and that are significant
 to the measurement of the fair value of the assets or liabilities. Level 3 assets and liabilities include those whose fair value
 measurements are determined using pricing models, discounted cash flow methodologies or similar valuation techniques, as well as
 significant management judgment or estimation.

 Income
Taxes

tax expense is the expected tax payable on the taxable income for the period, using tax rates enacted at period-end.

 Deferred
tax assets, including those arising from tax loss carryforwards, requires management to assess the likelihood that the Company will generate
sufficient taxable earnings in future periods in order to utilize recognized deferred tax assets. Assumptions about the generation of
future taxable profits depend on management's estimates of future cash flows. In addition, future changes in tax laws could limit
the ability of the Company to obtain tax deductions in future periods. To the extent that future cash flows and taxable income differ
significantly from estimates, the ability of the Company to realize the net deferred tax assets recorded at the reporting date could
be impacted.

 The
Company operates in various tax jurisdictions and is subject to audit by various tax authorities.

 F- 11

 The
Company records uncertain tax positions based on a two-step process whereby (1) a determination is made as to whether it is more likely
than not that the tax positions will be sustained based on the technical merits of the position and (2) for those tax positions that
meet the more-likely-than-not recognition threshold the Company recognizes the largest amount of tax benefit that is greater than 50%
likely to be realized upon ultimate settlement with the related tax authority. The Company's policy is to recognize interest and
penalties accrued on any unrecognized tax benefits as a component of income tax expense. Significant judgment is required in the identification
of uncertain tax positions and in the estimation of penalties and interest on uncertain tax positions.

 There
were no material uncertain tax positions as of December 31, 2023 and 2022.

 Share
Based Compensation

 The
Company generally uses the straight-line method to allocate compensation cost to reporting periods over each optionee's requisite
service period, which is generally the vesting period, and estimates the fair value of stock-based awards to employees and directors
using the Black-Scholes option-valuation model (the "Black-Scholes model"). This model incorporates certain assumptions
for inputs including a risk-free market interest rate, expected dividend yield of the underlying common stock, expected option life,
and expected volatility in the market value of the underlying common stock. The Company recognizes any forfeitures as they occur.

 Recent
Accounting Pronouncements

 The
Company is an "emerging growth company," as defined in Section 2(a) of the Securities Act of 1933, as amended, as modified
by the Jumpstart Our Business Start-ups Act of 2012, (the "JOBS Act"). Section 107 of the JOBS Act provides that an emerging
growth company can take advantage of the extended transition period provided in Section 13(a) of the Securities Exchange Act of 1934,
as amended, for complying with new or revised accounting standards applicable to public companies. In other words, an emerging growth
company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.

 In
August 2020, the FASB issued ASU 2020-06 "Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives
and Hedging – Contracts in Entity's Own Equity" ("ASU 2020-06"). The intention of ASU 2020-06 is to address
the complexities in accounting for certain financial instruments with a debt and equity component. Under ASU 2020-06, the number of accounting
models for convertible notes will be reduced and entities that issue convertible debt will be required to use the if-converted method
for the computation of diluted "Earnings per share" under ASC 260. ASC 2020-06 is effective for fiscal years beginning after
December 15, 2023 and may be adopted through either a modified retrospective method of transition or a fully retrospective method of
transition. ASU 2020-06 was adopted by the Company on January 1, 2023. Since the Company had a net loss for the year ended December 31,
2023 and its convertible debentures were determined to be anti-dilutive, there was no material impact to its basic and diluted net loss
per share for the period as a result of adopting ASU 2020-06.

 F- 12

 In
June 2016, the FASB issued ASU 2016-13, "Financial Instruments – Credit Losses." The standard, including subsequently
issued amendments, requires a financial asset measured at amortized cost basis, such as accounts receivable and certain other financial
assets, to be presented at the net amount expected to be collected based on relevant information about past events, including historical
experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. This
ASU is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, and requires the
modified retrospective approach. ASU 2016-13 was adopted by the Company on January 1, 2023. Based on the composition of the Company's
affected financial assets, current market conditions, and historical credit loss activity, the adoption did not have a material impact
to these annual financial statements.

 In
October 2021, FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting
for Contract Assets and Contract Liabilities from Contracts with Customers. Under ASU 2021-08, an acquirer must recognize and measure
contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. The guidance is effective for
interim and annual periods beginning after December 15, 2022, with early adoption permitted. ASU 2021-08 was adopted on January 1, 2023
and did not have a material impact to these annual financial statements.

 In
November 2023, FASB issued ASU 2023-07, "Segment Reporting (Topic 820): Improvements to Reportable Segment Disclosures."
ASU 2023-07 provides guidance to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant
segment expenses. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023. We are currently assessing the impact
this guidance will have on our financial statements.

 In
December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures." ASU 2023-09
requires companies to provide enhanced rate reconciliation disclosures, including disclosure of specific categories and additional information
for reconciling items. The standard also requires companies to disaggregate income taxes paid by federal, state and foreign taxes. ASU
2023-09 is effective for fiscal years beginning after December 15, 2024. We are currently assessing the impact this guidance will have
on our financial statements.

 Other
accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have
a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are
not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.

 Reclassifications

 The
Company has reclassified certain share base payment expenses from Wages and salaries to Share based compensation in the 2022 consolidated statements of comprehensive loss to align with the 2023 presentation.

 4.
 PREPAID EXPENSES AND OTHER CURRENT ASSETS AND LAND DEPOSIT

 SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS

 Deposits

 $
 -

 $
 12,000

 Legal retainer

 8,039

 24,457

 Prepaid expenses

 223,624

 436,496

 Inventory advances

 30,654

 -

 Deferred offering costs

 -

 100,337

 Others

 10,555

 25,052

 Prepaid expenses, other
 current assets

 $
 272,872

 $
 598,342

 On
August 31, 2022, the Company signed a purchase and sale agreement with Stronghold Power Systems, Inc. ("Stronghold"), to
purchase approximately seventy acres of land located in the City of Coachella as well as the completion of certain permitting, zoning,
and infrastructure work by Stronghold for a total purchase price of $ 4,300,000. The purchase price consists of:

 (i)

 $ 1,500,000
 in cash due on March 31, 2023.

 (ii)

 A
 first stock deposit of $ 1,700,000 in prefunded warrants. The Company issued 13,917 prefunded warrants on September 9, 2022 to Stronghold.

 (iii)

 A
 second stock deposit $ 1,100,000 in prefunded warrants. The Company issued 9,005 prefunded warrants on September 9, 2022 to Stronghold.

 At
December 31, 2022 the $ 2,085,960 of prefunded warrants were recorded under land deposit in relation to the Stronghold agreement.

 On
March 31, 2023 the prefunded warrants issued were rescinded and the warrants were rendered null and void as the Company presented a termination
notice to Stronghold and the value under land deposit was also reversed.

 5.
 INVENTORIES

 As
at December 31, 2023, the Company had $ 38,857 (December 31, 2022 - nil) in finished goods.

 6.
 PROPERTY AND EQUIPMENT

and equipment consist of the following:

 SCHEDULE OF PROPERTY AND EQUIPMENT

 Leasehold improvements

 $
 -

 $
 86,979

 Computer equipment

 30,812

 39,112

 Furniture and fixtures

 10,299

 37,590

 Total property and equipment

 41,111

 163,681

 Less: Accumulated depreciation

 ( 29,310
)

 ( 42,009
)

 Property and equipment, net

 $
 11,801

 $
 121,672

 Depreciation
expense on property and equipment for the years ended December 31, 2023 was $ 24,892 (December 31, 2022 - $ 22,413). During the year ended
December 31, 2023, the Company disposed of property and equipment which resulted in a loss of $ 75,362 (December 31, 2022 - $ nil). This
is included in other losses.

 F- 13

 7.
 INTANGIBLE ASSET

 Intangible
asset represents $ 12,733,885
 (December 31, 2022 - $ 13,089,377)
for intellectual property ("Manna IP") acquired under an asset purchase agreement with Manna Nutritional Group, LLC ("Manna")
dated September 10, 2021. The Manna IP encompasses patented technologies to naturally process and convert grains, pulses, and root vegetables,
into low-starch, low-sugar, high-protein, fiber-rich baking flour products, as well as a wide range of breakfast cereals, juices, natural
sweeteners, and baking enhancers. The Company paid $ 1,475,000
 in cash and issued 147,600
 prefunded warrants valued at $ 12,106,677
 (the "Purchase Price"). Subject to
a 9.99 %
stopper and SEC Rule 144 restrictions, the prefunded warrants will vest in tranches up until March 10, 2024. When vested the tranches
of prefunded warrants are convertible into an equal number of common shares.

 On
January 3, 2023, Manna satisfied all of its contractual obligations when the patent was approved by the US Patent and Trademark Office and the title
was transferred to the Company. During the year ended December 31, 2023, the Company issued 141,175 shares in relation to this transaction.
As at December 31, 2023, there were 6,425 unconverted prefunded warrants outstanding.

 Based
on the terms above and in conformity with US GAAP, the Company accounted for purchase as an asset acquisition. The asset was completed
and will be amortized over its useful life of 20 years. The Company recorded $ 654,952 in amortization expense related to the Manna IP
for the year ended December 31, 2023 (December 31, 2022 - $ nil).

 The
estimated annual amortization expense for the next five years are as follows:

OF FUTURE AMORTIZATION EXPENSE

 Period ending:

 Amount

 2024

 $

 2025

 2026

 2027

 2028

 Subsequent years

 9,382,860

 Total

 $
 12,733,885

 8.
 CONSTRUCTION IN PROGRESS

 The
Company engaged external contractors to begin construction work on its first facility. During the year ended December 31, 2023, the Company
terminated the agreement with one of its construction contractors and wrote down the deposit of $ 1,963,304
as the return of the deposit is being disputed with the construction contractor. As of December 31, 2023, $ 113,566 (December 31, 2022 – $ 2,092,533) represents progress payments related to facility construction.

 9.
 INVESTMENT

 On
June 18, 2023, the Company signed a memorandum of understanding with Radical Clean Solutions Ltd. ("RCS")
to purchase common shares issued by RCS. The Company paid RCS $ 225,000 for 14 % of the issued and outstanding common shares of the Company.
Under the terms of the MOU, the use of proceeds is exclusively for the advance purchase of hydroxyls generating devices for commercial
sales into controlled environment agriculture, food manufacturing, warehousing and transportation verticals. The Company will receive
one of five board of director seats of RCS and has a right of first refusal to maintain an ownership percentage in RCS of not less than
 10 % of the total issued and outstanding common shares. On October 1, 2023 the Company and RCS signed a definitive agreement to convert
the advance into a 14 % ownership investment in RCS.

 As
at December 31, 2023, the carrying value of the investment in RCS was $ 223,801 adjusted for foreign exchange differences of $ 1,199. As
at December 31, 2023, there were no qualitative factors demonstrating potential impairment.

 10.
 ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

 Accounts payable

 $
 578,128

 $
 498,188

 Accrued expenses

 868,451

 365,521

 Others

 495,432

 284,030

 Accounts payable and
 accrued liabilities

 $
 1,942,011

 $
 1,147,739

 F- 14

 11.
 DEBENTURES

 On
June 30, 2022, the Company executed the definitive agreements (the "Purchase Agreements") with arm's length
accredited institutional investors (the "Investors") for $ 14,025,000
in debentures with a 10 %
original issue discount for gross proceeds of $ 12,750,000
("First Tranche Debentures"). The First Tranche Debentures were convertible into common shares at $ 111.00
per share. In addition, the Investors received 82,129
warrants at a strike price of $ 122.10,
which expire on December
31, 2025 (the "First Tranche Warrants"). The First Tranche Warrants and First Tranche Debentures each have down
round provisions whereby the conversion and strike prices will be adjusted downward if the Company issues equity instruments at
lower prices. The First Tranche Warrants strike price and the First Tranche Debenture conversion price will be adjusted down to the
effective conversion price of the issued equity instruments. The transaction costs incurred in relation to first tranche were $ 1,634,894. The Debentures are senior to all other indebtedness or claims in right of payment, other than indebtedness secured
by purchase money security interested.

 The
Investors had the right to purchase additional tranches of $ 5,000,000 each, up to a total additional principal amount of $ 33,000,000.

 On
January 17, 2023, the Investors purchased additional debentures totaling $ 5,076,923 with a 10 % original issue discount for gross proceeds
of $ 4,615,385 (the "Second Tranche Debenture"). The Second Tranche Debentures were convertible into common shares at $ 62.00
per share and the Investors received an additional 53,226 warrants at a strike price of $ 62.00, which expire on December 31, 2025 (the
"Second Tranche Warrants"). The issuance of the additional tranche triggered the down round provision, adjusting the exercise
prices of the First Tranche Debentures and the First Tranche Warrants to $ 62.00. The transaction costs incurred in relation to second
tranche were $ 325,962.

 On
June 26, 2023, the Company entered into waiver and amendment agreements ("Debenture Modification Agreements") with the Investors
to modify terms of the Purchase Agreements. The Debenture Modification Agreements provide as follows:

 1.

 The
 July 1, 2023 interest and principal payments will be settled with the Company's Common Shares

 2.

 The
 Conversion Price has been reduced to the lower of $ 22.50 or the price of subsequent dilutive issuances under the Company's
 ATM program.

 3.

 100 %
 of ATM proceeds up to $ 1 million USD may be kept by Company, while any dollar amount over this threshold will be distributed 33 %
 to the Company and 67 % to the Investors.

 4.

 The
 minimum tranche value for Additional Closings has been reduced from $ 5.0 million to $ 2.5 million.

 5.

 The
 Investors have each agreed to raise no objection to one or more private placements of securities by the Company with an aggregate
 purchase price of up to $ 1,000,000 at a purchase price of at least $ 12.50 per common share and two -year warrant (with a per share
 exercise price of $ 25.00, and no registration rights).

 6.

 The
 Company may not prepay any portion of the principal amount of this Debenture without the prior written consent of the Investor; However
 the Company must apply the approved or percentage of approved gross proceeds from the sale of its Common Stock from an at-the-market
 offering to prepay this Debenture (pro-rated among all Debentures) and shall be permitted to prepay the Debentures notwithstanding
 any contrary provision of this Debenture or the Purchase Agreement.

 On
August 9, 2023, the Company entered into another waiver and amendment agreement ("Agreement") with the Investors with respect
to a certain Senior Convertible Debenture (the "Debentures") due July 17, 2025 issued by the Company to that Investor.
The Agreement provides as follows:

 1.

 The
 Company wishes to make Monthly Redemptions in shares of the Company's Common Stock in lieu of cash payments, until further
 written notice from the Company to the Purchaser.

 2.

 The
 Purchaser is willing to accept such shares as payment of the Monthly Redemption Amount provided that the Equity Conditions are met;
 and will consider on a case-by-case basis accepting payments in shares of Common Stock if the Equity Conditions are not met, at its
 sole discretion. The Company may inquire of the Purchaser at least five ( 5)
 Trading Days prior to a Monthly Redemption Date whether the Purchaser is willing to accept Shares without the Equity Conditions
 having been met. An email reply from the Purchaser shall be sufficient evidence of such monthly waiver.

 3.

 The
 Purchaser will accept the August 1, 2023 Monthly Redemption Amount in shares of Common Stock valued at the August 1 Repayment Price
 for such date.

 On
October 18, 2023, the Investors purchased additional debentures totaling $ 2,750,000 with a 10 % original issue discount for gross proceeds
of $ 2,500,000 (the "Third Tranche Debenture"). The Third Tranche Debentures were convertible into common shares at $ 2.62
per share and the Investors received an additional 620,230 warrants at a strike price of $ 2.62, which expire on April 18, 2027 (the "Third
Tranche Warrants"). The issuance of the additional tranche triggered the down round provision, adjusting the exercise prices of
the First and Second Tranche Debentures and the First and Second Tranche Warrants to $ 2.62. The transaction costs incurred in relation
to third tranche were $ 31,915.

 On
November 30, 2023, the Investors purchased additional debentures totaling $ 2,750,000 with a 10 % original issue discount for gross proceeds
of $ 2,500,000 (the "Fourth Tranche Debenture"). The Fourth Tranche Debentures were convertible into common shares at $ 0.90
per share and the Investors received an additional 1,986,112 warrants at a strike price of $ 0.90, which expire on May 30, 2027 (the "Fourth
Tranche Warrants"). The issuance of the additional tranche triggered the down round provision, adjusting the exercise prices of
the First, Second and Third Tranche Debentures and the First, Second and Third Tranche Warrants to $ 0.90. The transaction costs incurred
in relation to fourth tranche were $ 30,040.

 The
First, Second, Third and Fourth Tranche Debentures (the "Debentures") have an interest rate of 5 % for the first 12 months,
 6 % for the subsequent 12 months, and 8 % per annum thereafter. Principal repayments will be made in 25 equal installments which began
on September 1, 2022 for the First Tranche Debentures, July 1, 2023 for the Second Tranche Debentures, January 1, 2024 for the Third
Tranche Debentures and May 1, 2024 for the Fourth Tranche Debentures. The Debentures may be extended by nine months at the election of
the Company by paying a sum equal to nine months' interest on the principal amount outstanding at the end of the 18 th month,
at the rate of 8 % per annum.

 The
following table summarizes our outstanding debentures as of the dates indicated:

OF OUTSTANDING DEBENTURES

 Maturity

 Cash
 Interest Rate

 December 31,
 2023

 December 31,
 2022

 Principal (First Tranche Debentures)

 12/31/2024

 5.00 % - 8.00
 %

 $
 3,029,676

 $
 11,070,000

 Principal (Second Tranche Debentures)

 07/17/2025

 5.00 % - 8.00
 %

 2,940,461

 -

 Principal (Third Tranche Debentures)

 04/18/2026

 5.00 % - 8.00
 %

 2,750,000

 -

 Principal (Fourth Tranche Debentures)

 06/01/2026

 5.00 % - 8.00
 %

 2,750,000

 -

 Debentures (gross)

 05/30/2027

 5.00% - 8.00
 %

 2,750,000

 -

 Debt issuance costs and discounts (Note 11 & 13)

 ( 7,385,494
)

 ( 7,128,084
)

 Total Debentures (current)

 $
 4,084,643

 $
 3,941,916

 The
effective interest rates of the First Tranche Debentures were 168.60 %
and 18.5 %
as of December 31, 2023 (December 31, 2022 – 168.60 %
for both First Tranche Debentures). The fair value of the First Tranche Debentures as of December 31, 2023 was $ 3,113,000 (Level 3).

 The
effective interest rates of the Second Tranche Debentures were 320.16 %
as of December 31, 2023 and 2022. The fair value of the First Tranche Debentures as of December 31, 2023 was $ 3,188,000 (Level 3).

 The
effective interest rates of the Third Tranche Debentures were 970.08 %
as of December 31, 2023. The fair value of the First Tranche Debentures as of December 31, 2023 was $ 2,946,000 (Level 3).

 The
effective interest rates of the Fourth Tranche Debentures were 218.52 %
as of December 31, 2023. The fair value of the First Tranche Debentures as of December 31, 2023 was $ 3,006,000 (Level 3).

 On
November 30, 2023, an Investor converted $ 1,489,974 of the First Tranche Debentures into 1,655,527 shares of the Company. The conversion
was determined to be an extinguishment of the existing debt and issuance of new debt. As a result, the Company recorded a loss on debt
extinguishment in the amount of $ 680,935.

the year ended December 31, 2023, the Investors converted $ 6,543,721 of principal and $ 426,661 of interest into 2,911,443 shares of the
Company resulting in a $ 1,190,730 loss on the conversion of convertible debentures.

 During the year, the investors provided waivers for certain monthly redemptions to be settled in shares despite the
Company not meeting the equity conditions, which require daily trading volume for the Common Stock on the principal Trading Market exceeds
$ 1,000,000 per Trading Day for 20 consecutive days.

the year ended December 31, 2023, the Company recorded $ 7,963,299 of accretion interest.

 Subsequent to the year end, an Investor purchased an additional tranche of $ 1,100,000. The convertible debt and warrants
were issued with an exercise price of $ 0.214. The issuance of the additional tranche triggered the down round provision, adjusting the
exercise prices of the First, Second, Third and Fourth Tranche Debentures and the First, Second, Third and Fourth Tranche Warrants to
$ 0.214.

 F- 15

 12.
 CONTRACT BALANCES

 As
at December 31, 2023, contact balances consisted of $ 15,336 of advance payments for product sales not yet delivered, which are
recognized as a contract liability (December 31, 2022 - $ nil).

 13.
 DERIVATIVE LIABILITIES

 The
Company's derivative liabilities consist of warrants, denominated in a currency other than the Company's functional currency
(the "Warrant Liabilities") and conversion rights embedded in the Debentures (the "Debenture Convertible Features"),
see Note 11.

 Warrant
Liabilities

 As
at December 31, 2023, the Warrant Liabilities represent aggregate fair value of publicly traded 61,765 Series A warrants ("IPO
Warrants"), 2,721 representative's warrants ("Rep Warrants"), 82,129 First Tranche Warrants, 53,226 Second Tranche
Warrants, 620,230 Third Tranche Warrants, 1,986,112 Fourth Tranche Warrants and 20,000 warrants issued in a private placement (Note 15)
on June 20, 2023 ("Private Placement Warrants").

 The
fair value of the Private Placement Warrants amounted to $ 23 (June 20, 2023 - $ 45,120). As at December 31, 2023 the Company utilized
the Black-Scholes option-pricing model for the Private Placement Warrants and used the following assumptions: stock price $ 0.47 (June
20, 2023 - $ 12.50), dividend yield – nil (June 20, 2023 – nil), expected volatility 105 % (June 20, 2023 – 65.0 %), risk
free rate of return 3.88 % (June 20, 2023 – 4.58 %), and expected term of 1.50 years (June 20, 2023 – expected term of 2 years).

 The
fair value of the IPO Warrants and Rep Warrants amounted to $ 11,285 (December 31, 2022 - $ 275,115). The Rep Warrants are exercisable
one year from the effective date of the IPO registration statement and will expire three years after the effective date.

 The
fair value of the First Tranche Warrants amounted to $ 24,000 (December 31, 2022 - $ 2,917,000). As at December 31, 2023 the Company utilized
the Monte Carlo option-pricing model to value the First Tranche Warrants using the following assumptions: stock price $ 0.47 (December
31, 2022 - $ 56.50), dividend yield – nil (December 31, 2022 – nil), expected volatility 100.0 % (December 31, 2022 –
 95.0 %), risk free rate of return 4.23 % (December 31, 2022 – 4.22 %), and expected term of 2 years (December 31, 2022 – expected
term of 3 years).

 As
at December 31, 2023 the Second Tranche Warrants had a fair value that amounted to $ 15,000 (January 17, 2023 - $ 2,378,000). As at December
31, 2023 the Company utilized the Monte Carlo option-pricing model to value the Second Tranche Warrants using the following assumptions:
stock price $ 0.47 (January 17, 2023 - $ 60.50), dividend yield – nil (January 17, 2023 – nil), expected volatility 105.0 %
(January 17, 2023 – 95.0 %), risk free rate of return 4.12 % (January 17, 2023 – 3.80 %), and expected term of 2.55 years (January
17, 2023 – expected term of 3.5 years).

 As
at December 31, 2023 the Third Tranche Warrants had a fair value that amounted to $ 192,000 (October 18, 2023 - $ 1,251,000). As at December
31, 2023 the Company utilized the Monte Carlo option-pricing model to value the Second Tranche Warrants using the following assumptions:
stock price $ 0.47 (October 18, 2023 - $ 2.64), dividend yield – nil (October 18, 2023 – nil), expected volatility 107.5 % (October
18, 2023 – 105.0 %), risk free rate of return 3.98 % (October 18, 2023 – 5.00 %), and expected term of 3.3 years (October 18,
2023 – expected term of 3.5 years).

 As
at December 31, 2023 the Fourth Tranche Warrants had a fair value that amounted to $ 724,000 (November 30, 2023 - $ 1,053,000). As at December
31, 2023 the Company utilized the Monte Carlo option-pricing model to value the Second Tranche Warrants using the following assumptions:
stock price $ 0.47 (November 30, 2023 - $ 0.84), dividend yield – nil (November 30, 2023 – nil), expected volatility 107.5 %
(November 30, 2023 – 105.0 %), risk free rate of return 3.97 % (November 30, 2023 – 4.44 %), and expected term of 3.42 years
(November 30, 2023 – expected term of 3.5 years).

 Debenture
Convertible Feature

 As
at December 31, 2023 the fair value of the First Tranche Debentures' convertible feature amounted to $ 164,000 (December 31, 2022
- $ 1,457,000). The Company utilized the Monte Carlo option-pricing model for valuing the convertible feature using the following assumptions:
stock price $ 0.47 (December 31, 2022 - $ 56.50), dividend yield – nil (December 31, 2022 – nil), expected volatility 100.0 %
(December 31, 2022 – 95.0 %), risk free rate of return 5.03 % (December 31, 2022 – 4.41 %), discount rate 17.50 % (December 31,
2022 – 13.65 %), and expected term of 1 year (December 31, 2022 – 2 years).

 As
at December 31, 2023 the fair value of the Second Tranche Debentures' convertible feature amounted to $ 429,000 (January 17, 2023
- $ 1,599,000). The Company utilized the Monte Carlo option-pricing model for valuing the convertible feature using the following assumptions:
stock price $ 0.47 (January 17, 2023 - $ 60.50), dividend yield – nil (January 17, 2023 – nil), expected volatility 105.0 %
(January 17, 2023 – 95.0 %), risk free rate of return 4.51 % (January 17, 2023 – 4.02 %), discount rate 17.50 % (January 17,
2023 – 11.65 %), and expected term of 1.55 years (January 17, 2023 – 2.50 years).

 As
at December 31, 2023 the fair value of the Third Tranche Debentures' convertible feature amounted to $ 491,000 (October 18, 2023
- $ 1,152,000). The Company utilized the Monte Carlo option-pricing model for valuing the convertible feature using the following assumptions:
stock price $ 0.47 (October 18, 2023 - $ 2.64), dividend yield – nil (October 18, 2023 – nil), expected volatility 107.5 % (October
18, 2023 – 105.0 %), risk free rate of return 4.12 % (October 18, 2023 – 5.11 %), discount rate 17.25 % (October 18, 2023 –
 18.25 %), and expected term of 2.30 years (October 18, 2023 – 2.50 years).

 F- 16

 As
at December 31, 2023 the fair value of the Third Tranche Debentures' convertible feature amounted to $ 640,000 (November 30, 2023
- $ 1,065,000). The Company utilized the Monte Carlo option-pricing model for valuing the convertible feature using the following assumptions:
stock price $ 0.47 (November 30, 2023 - $ 0.84), dividend yield – nil (November 30, 2023 – nil), expected volatility 107.5 %
(November 30, 2023 – 105.0 %), risk free rate of return 4.12 % (November 30, 2023 – 4.61 %), discount rate 17.25 % (November
30, 2023 – 18.25 %), and expected term of 2.42 years (November 30, 2023 – 2.50 years).

 The
IPO Warrants, Rep Warrants, and Private Placement Warrants (the "Equity Warrants") are classified as Level 1 financial instruments,
while the Debenture Warrants and Debenture Convertible Feature are classified as Level 3 financial instruments.

 Changes
in the fair value of Company's Level 1 and 3 financial instruments for the year ended December 31, 2023 were as follows:

 SCHEDULE OF CHANGES IN THE FAIR VALUE OF COMPANY'S LEVEL 3 FINANCIAL INSTRUMENTS

 Level 1

 Level 3

 Level 3

 Debenture Warrants

 Debenture
 Convertible
 Feature

 Total

 Balance at December 31, 2022

 $
 275,115

 $
 2,917,000

 $
 1,457,000

 $
 4,649,115

 Additions

 45,120

 4,682,000

 3,816,000

 8,543,120

 Conversions

 -

 -

 ( 1,229,482
)

 ( 1,229,482
)

 Change in fair value

 ( 314,995
)

 ( 6,670,231
)

 ( 2,375,660
)

 ( 9,360,886
)

 Effect of exchange rate changes

 6,068

 26,231

 56,142

 88,441

 Balance at December 31, 2023

 $
 11,308

 $
 955,000

 $
 1,724,000

 $
 2,690,308

 Changes
in the fair value of Company's Level 1 and 3 financial instruments for the year ended December 31, 2022 were as follows:

 Level 1

 Level 3

 Level 3

 Debenture Warrants

 Debenture
 Convertible
 Feature

 Total

 Balance at December 31, 2021

 $
 1,418,964

 $
 -

 $
 -

 $
 1,418,964

 Additions

 -

 4,080,958

 3,336,535

 7,417,493

 Conversions

 -

 -

 ( 63,723
)

 ( 63,723
)

 Change in fair value

 ( 1,086,562
)

 ( 966,141
)

 ( 1,667,166
)

 ( 3,719,869
)

 Effect of exchange rate changes

 ( 57,287
)

 ( 197,817
)

 ( 148,646
)

 ( 403,750
)

 Balance at December 31, 2022

 $
 275,115

 $
 2,917,000

 $
 1,457,000

 $
 4,649,115

 Due
to the expiry date of the warrants and conversion feature being subsequent to December 31, 2024, the liabilities have been
classified as non-current.

 F- 17

 14.
 LONG TERM LOAN

the year ended December 31, 2020, the Company entered into a loan agreement with Alterna Bank for a principal amount of $ 30,243 (December
31, 2022 - $ 29,533) (CAD$ 40,000) under the Canada Emergency Business Account Program (the "Program").

 The
Program, as set out by the Government of Canada, requires that the funds from this loan shall only be used by the Company to pay non-deferrable
operating expenses including, without limitation, payroll, rent, utilities, insurance, property tax and regularly scheduled debt service,
and may not be used to fund any payments or expenses such as prepayment/refinancing of existing indebtedness, payments of dividends,
distributions and increases in management compensation.

 In
April 2021, the Company applied for an additional loan with Alterna Bank under the Program and received $ 15,122 (CAD$ 20,000) (December
31, 2022 - $ 14,767). The expansion loan is subject to the original terms and conditions of the Program.

 The
loan is interest free for an initial term that ends on January 18, 2024. Repaying the loan balance on or before January 18, 2024 will
result in loan forgiveness of up to a third of loan value (up to CAD $ 20,000). Any outstanding loan after initial term carries an interest
rate of 5 % per annum, payable monthly during the extended term i.e. January 19, 2024 to December 31, 2025. The loan is due December 31,
2026.

 The
balance as at December 31, 2023 was $ 45,365 (CAD $ 60,000) (December 31, 2022 - $ 44,300 (CAD $ 60,000)).

 F- 18

 15.
 SHARE CAPITAL

 a)

 Authorized
 Share Capital

 The
Company is authorized to issue unlimited preferred shares with no par value and unlimited common shares with no par value.

 b)

 Issued
 Share Capital

the year ended December 31, 2023, the Company issued shares for cash under its at-the market agreement (the "ATM"). In total
 124,652 shares were issued for $ 1,092,915 less share issuance costs of $ 153,220.

 On
June 20, 2023 the Company entered in to a private placement agreement issuing 20,000 units of one common share and one whole Private
Placement Warrant at a strike price of $ 25.00 with an expiry date of June 20, 2025 for total consideration of $ 250,000. The fair value
of the Private Placement Warrants at initial recognition was $ 45,120.

 On
December 31, 2023, the Company owed $ 97,094 worth of stock-based compensation to Company officers ("Shares issued for compensation").
The balance issuable was classified as an Obligation to issue shares.

 The
Company had the following common share transactions during the year ended December 31, 2023:

 SCHEDULE OF SHARE CAPITAL

 #
 of shares

 Amount

 issued for cash, net of share issuance costs

 124,652

 $
 939,695

 issued in private placement

 20,000

 204,880

 shares issued for conversion of convertible debt

 4,566,970

 9,292,871

 issued on conversion of vested prefunded warrants

 141,175

 11,576,224

 issued for compensation

 54,083

 348,199

 shares issued to consultants

 580,900

 324,311

 Fractional
 shares issued due to roundup from reverse split

 37,349

 -

 Total
 common shares issued

 5,525,129

 $
 22,686,180

 The
Company had the following common share transactions during the year ended December 31, 2022:

 #
 of shares

 Amount

 shares issued for bonuses and compensation

 5,336

 $
 520,230

 shares issued for conversion of convertible debt

 1,351

 131,532

 shares issued to consultants

 5,695

 853,457

 Total
 common shares issued

 12,382

 $
 1,505,219

 c)

 Stock

 The
Company has adopted a stock option plan (the "Option Plan") for its directors, officers, employees and consultants to acquire
common shares of the Company. The terms and conditions of the stock options are determined by the Board of Directors.

 For
the year ended December 31, 2023, the Company recorded aggregate share-based compensation expense of $ 317,933 (December 31, 2022 - $ 420,715)
for all stock options on a straight-line basis over the vesting period.

 F- 19

 As
of December 31, 2023, 76,114 (December 31, 2022 – 27,652) options were outstanding at a weighted average exercise price of $ 41.75
(December 31, 2022 - $ 165.09), of which 26,300 (December 31, 2022 – 8,277) were exercisable.

 The
amounts recognized as share-based payments and stock options are included in share-based compensation in the Statement of Loss and Comprehensive
Loss.

 As
of December 31, 2023, there was $ 116,646 (December 31, 2022 - $ 538,358) of total unrecognized compensation cost related to non-vested
share-based compensation arrangements granted; that cost is expected to be recognized over a period of 1 year (December 31, 2022 –
 2 years).

 The
following summarizes stock option activity during the years ended December 31, 2023 and 2022:

 SCHEDULE OF STOCK OPTION ACTIVITY

 Number
 of

Average

Exercise Price

Average

Remaining Life

(years)

 at December 31, 2021

 14,338

 $
 281.57

 4.48

 14,942

 $
 57.00

 4.88

 Forfeited

 ( 512
)

 $

 -

 Cancelled

 ( 1,116
)

 $
 213.56

 -

 at December 31, 2022

 27,652

 $
 165.09

 4.24

 57,364

 $
 4.50

 4.70

 Forfeited

 ( 3,776
)

 $
 133.66

 -

 Cancelled

 ( 5,126
)

 $
 224.24

 -

 at December 31, 2023

 $
 41.75

 4.37

 The
Company's outstanding and exercisable stock options at December 31, 2023 were:

 SCHEDULE OF OUTSTANDING AND EXERCISABLE STOCK OPTIONS

 Outstanding

 Exercisable

 Expiry
 Date

 Number

 Average Remaining Life (years)

 Average Exercise Price

 Number

 Average Exercise Price

 $

 $

 June
 30, 2026

 1,844

 2.50

 179.57

 1,844

 179.57

 May
 31, 2026

 3,450

 2.42

 2,870

 July
 15, 2026

 1,109

 2.54

 September
 30, 2026

 2.75

 November
 18, 2027

 11,361

 3.88

 57.00

 5,676

 57.00

 September
 12, 2028

 57,364

 4.70

 4.50

 14,344

 4.50

 Total
 Share Options

 4.37

 41.75

 26,300

 86.38

 F- 20

 The
following table summarizes the Company's weighted average assumptions used in the valuation of options granted during the year
ended December 31, 2023 and December 31, 2022:

OF WEIGHTED AVERAGE ASSUMPTIONS OF OPTIONS

 Expected
 volatility

 77.46
 %

 78.05
 %

 Expected
 term (in years)

 2.82

 3.07

 Risk-free
 interest rate

 3.97
 %

 3.35
 %

 Fair
 value of options

 $
 2.31

 $
 30.25

 d)

 The
Company's outstanding warrants as of December 31, 2023 were:

 SCHEDULE OF OUTSTANDING WARRANTS

 Number
 of

 warrants

 average

exercise price

 Expiry
 Date

 $

 Outstanding,
 December 31, 2021

 115,407

 333.09

 June 30, 2022

 82,129

 122.10
 a

 30, 2025

 Outstanding,

 197,536

 245.37

 January 17, 2023

 53,226

 62.00
 a

 July
 17, 2026

 June 20, 2023

 20,000

 25.00

 June
 20, 2025

 October 18, 2023

 620,230

 2.62
 a

 April
 18, 2027

 November 30, 2023

 1,986,112

 0.90

 May
 30, 2027

 Outstanding,

 2,877,104

 14.39

 (a)
 The
 issuance of the Fourth Tranche Debenture on November 30, 2023 triggered the down round provision, adjusting the exercise prices of
 the Debenture Warrants to $ 0.90
 (Note 11). Subsequent to December 31, 2023, a Convertible Debt Investor purchased an additional tranche of $ 1,100,000
 in convertible debentures (the "Fifth tranche") and received 3,341,122
 warrants (the "Fifth tranche of Debenture Warrants"). The convertible debt and warrants were issued with an exercise
 price of $ 0.214.
 The issuance of the additional tranche triggered the down round provision, adjusting the exercise prices of the First, Second,
 Third, and Fourth tranche of Debentures and the First, Second, Third, Fourth tranche of Debenture Warrants to $ 0.214.

 e)

 Loss
 per Common Share

 Diluted
net loss attributable to common shareholders per share does not differ from basic net loss attributable to common shareholders per share
for the years ended December 31, 2023 and 2022, since the effect of the Company's warrants, stock options and convertible debentures
are anti-dilutive.

 Potentially
dilutive securities that are not included in the calculation of diluted net loss per share because their effect is anti-dilutive are
as follows (in common equivalent shares):

OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE

 2,877,104

 197,536

 27,652

 Prefunded
 warrants

 -

 22,923

 Convertible
 debentures

 13,444,835

 99,730

 Total
 anti-dilutive weighted average shares

 16,398,053

 347,841

 F- 21

 16.
 REVENUE

 For
the year ended December 31, 2023, the Company sold hydroxyl generating devices. The Company's revenue from the hydroxyl generating
devices sales are as follows:

OF REVENUES

 HVAC
 devices

 $
 13,753

 $
 -

 Transport
 devices

 2,528

 -

 Total
 Revenue

 $
 16,281

 $
 -

 17.
 INCOME TAXES

 For
the year ended December 31, 2023 and 2022, loss before income tax provision consisted of the following:

 SUMMARY OF INCOME TAX PROVISION

 Domestic
 operations – Canada

 $
 ( 10,981,917
)

 $
 ( 11,753,662
)

 Foreign
 operations - United States

 ( 751,293
)

 ( 1,119,440
)

 Total
 loss before taxes

 $
)

 $
)

 Income
tax expense (benefit) consists of the following for the years ended December 31, 2023 and 2022:

 SCHEDULE OF COMPONENTS OF INCOME TAX

 Loss
 before taxes

 $
)

 $
)

 Statutory
 tax rate

 27.00
 %

 27.00
 %

 Income
 taxes at the statutory rate

 $
 ( 3,167,967
)

 $
 ( 3,475,738
)

 Change
 in fair value of derivative liabilities

 ( 2,525,761
)

 ( 1,032,824
)

 Non-deductible
 accretion interest

 1,665,506

 747,719

 Debt conversion and extinguishment losses

 509,945

 -

 Stock-based
 compensation

 314,023

 484,035

 Share
 issue costs

 ( 167,075
)

 ( 108,685
)

 Foreign
 currency translation

 ( 185,096
)

 298,876

 Other

 1,893

 63,035

 Total

 $
 ( 3,554,532
)

 $
 ( 3,023,582
)

 Change
 in valuation allowance

 $
 3,554,532

 $
 3,023,582

 Total
 income tax expense (benefit)

 $
 -

 $
 -

 The
Company is subject to Canadian federal and provincial tax for the estimated assessable profit for the years ended December 31, 2023 and
2022 at a rate of 27 %.

 Deferred
income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more
likely than not that we will not realize those tax assets through future operations. Significant components of the Company's deferred
taxes are as follows:

 SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES

 Deferred
 tax assets:

 Unused
 net operating losses carry forward - Canada and United States

 $
 10,964,564

 $
 7,572,932

 Share
 issue costs

 285,654

 130,732

 Other

 2,692

 ( 5,286
)

 Total
 deferred tax assets

 11,252,910

 7,698,378

 Valuation
 allowance

 ( 11,252,910
)

 ( 7,698,378
)

 Net
 deferred tax assets

 $
 -

 $
 -

 The
Company has non-capital losses of $ 37.4
million as of December 31, 2023 and $ 25.8 million
as of December 31, 2022, which can be used to offset future taxable income in Canada are due to expire in the following years:

 SCHEDULE OF NON-CAPITAL LOSSES USED
TO OFFSET FUTURE TAXABLE INCOME IN CANADA

 2038

 $
 2,013,889

 2039

 4,562,121

 2040

 2,351,635

 2041

 6,394,857

 2042

 11,124,183

 Thereafter

 10,914,515

 $
 37,361,200

 For
foreign operations in United States, aggregate net operating losses are $ 3.0
million as of December 31, 2023 and $ 2.2 million
as of December 31, 2022 which can be carried forward indefinitely. Non-Capital Losses in Canada can be carried forward after change
of ownership, if the particular business which gave rise to the loss is carried on by the company for profit or with a reasonable expectation
of profit. Certain accumulated net operating losses in United States are subject to an annual limitation from equity shifts, which constitute
a change of ownership as defined under Internal Revenue Code ("IRC") Section 382. These rules will limit the utilization
of the losses.

 The
Company files income tax returns in Canada and the United States and is subject to examination in these jurisdictions for all years since
the Company's inception in 2017. As at December 31, 2023, no tax authority audits are currently underway.

 The
Company currently has no uncertain tax position and is therefore not reflecting any adjustments.

 F- 22

 18.
 RELATED PARTY TRANSACTIONS

 Key
management personnel include those persons having the authority and responsibility of planning, directing, and executing the activities
of the Company. The Company has determined that its key management personnel consist of the Company's officers and directors.

 As
of December 31, 2023, $ 57,561 (December 31, 2022, $ 32,500) in total was owing to officers and directors, or to companies owned by officers
and directors, of the Company for services and expenses. These amounts owing have been included in accounts payable and accrued liabilities.

the years ended December 31, 2023 and 2022, the Company incurred $ 8,213 and $ 79,457, respectively, to our U.S. general counsel firm,
Enso Law against legal services, a corporation controlled by the Chairman of the Company.

 There
were no other payments to related parties for the years ended December 31, 2023 and 2022 other than expense reimbursements in the ordinary
course of business.

 19.
 RESEARCH AND DEVELOPMENT

the year ended December 31, 2023, the Company spent $ 6,589 in research and development costs in relation to UN(THINK)
food product development. For the year ended December 31, 2022, the Company spent $ 615,693 in relation to the license agreement with
Radical Clean Solutions Ltd ("Radical"), the testing, nutrient and micro analysis for UN(THINK) food product development
as well as costs of design and construction for the Coachella land and its future structure architecture. The following represents the breakdown of research and development activities:

OF RESEARCH AND DEVELOPMENT

 License agreement

 $
 -

 $
 256,703

 Product development

 6,589

 179,563

 Design and construction

 -

 179,427

 Research and Development

 $
 6,589

 $
 615,693

 F- 23

 20.
 LEASES

 On
November 1, 2023, the Company terminated its operating lease for office space. This resulted in a loss of $ 30,322 which is included in other loss.
On the same date, the Company entered into a new short-term lease and has elected not to apply the recognition requirements under
ASC 842 "Leases". The Company has no finance leases.

 The
components of lease expenses were as follows:

 SCHEDULE OF LEASE EXPENSES

 Operating
 lease cost

 $
 242,632

 $
 295,601

 Short-term
 lease cost

 47,385

 23,361

 Total
 lease expenses

 $
 290,017

 $
 318,962

 21.
 COMMITMENTS AND CONTINGENCIES

 Debenture
principal repayments

 The
following table summarizes the future principal payments related to our outstanding debt as of December 31, 2023:

 SUMMARY
OF FUTURE PRINCIPAL PAYMENTS OUTSTANDING DEBT

 2024

 $
 7,666,599

 2025

 3,143,538

 2026

 660,000

 Long
 Term Debt

 $
 11,470,137

 Contingencies

 Litigation

 On
August 11, 2023, AgriFORCE's former CEO, Ingo Wilhelm Mueller filed a Notice of Civil Claim in which he alleges that AgriFORCE
wrongfully terminated his employment without notice, in breach of the parties' underlying employment agreement. Mr. Mueller alleges
to have suffered damages including, among other things, a loss of base salary of $ 473,367 CAD per annum and damages from not receiving
common stock of AgriFORCE equivalent in value to $ 468,313 CAD. AgriFORCE's position is that Mr. Mueller was terminated for 'just
cause' because he breached his fiduciary duty to act in AgriFORCE's best interest by, among other things, submitting a sizeable
bid for the acquisition of a company without first obtaining Board approval. In doing so, Mr. Mueller misrepresented AgriFORCE's
financial standing and forged, or instructed others to forge, a document by affixing the electronic signature of AgriFORCE's CFO.

 As
at December 31, 2023, the parties were in the discovery stage of litigation. AgriFORCE has produced relevant documents to Mr. Mueller,
and is awaiting Mr. Mueller's production of relevant documents. The parties are also in the process of scheduling examinations
for discovery. Management is instructing counsel to advance the matter given the relative strength of AgriFORCE's case.

 The
likelihood of an unfavorable outcome is relatively low given the facts supporting AgriFORCE's 'for cause' termination
of Mr. Mueller as well as the significant expense that Mr. Mueller would have to incur to advance this matter to trial.

 On
September 31, 2023, Stronghold filed a Complaint with the Superior Court of California for Breach of Contract; Breach of the Covenant
of Good Faith and Fair Dealing; and Common Count: Goods and Services Rendered in relation to the purchase and sale agreement for the
Coachella property (Note 4). Stronghold alleges that AgriFORCE breached the PSA by failing to deposit certain stocks certificates into
Escrow, failing to pay amounts owed for its costs incurred in connection with the Sellers Work, and for terminating the PSA despite Stronghold's
performance of the Sellers Work. Stronghold is claiming $ 451,684.00 plus interest in damages based on invoices it provided. AgriFORCE
will dispute, among other things, the amount and invoices, estimating approximately $ 230,000 as Stronghold's true expenses that
may be claimed. The Company filed their answer on February 26, 2024. The trial date has not been set for this case.

 22.
 SUBSEQUENT EVENTS

 The
Company evaluated subsequent events through April 1, 2024, the date on which these financial statements were available to be issued,
to ensure that this filing includes appropriate disclosure of events both recognized in the financial statements as of December 31, 2023,
and events which occurred subsequent to December 31, 2023 but were not recognized in the financial statements.

 From
January 1, 2024 through April 1, 2024, the Company issued 16,493,602
common shares upon conversion of convertible debt and conversion of convertible debt in lieu of repayment in cash (principal and
interest of $ 4,062,217).

 From
January 1, 2024 through April 1, 2024, the Company issued 112,645 common shares as part of compensation to Company officers.

 From January 1, 2024 through April 1, 2024, the Company issued 126,646 common shares to consultants for services rendered.

 On February 21, 2024, an Investor purchased
an additional tranche of $ 1,100,000. The convertible debt and warrants were issued with an exercise price of $ 0.214. The issuance of
the additional tranche triggered the down round provision, adjusting the exercise prices of the First, Second, Third and Fourth Tranche
Debentures and the First, Second, Third and Fourth Tranche Warrants to $ 0.214.

 F- 24

 Item
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 None.

 Item
9A. Controls and Procedures

 Evaluation
of Disclosure Controls and Procedures

 Our
management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our
disclosure controls and procedures (as defined in Rules 13a—15(e) and 15d—15(e) under the Securities Exchange Act of 1934,
as amended (the " Exchange Act ")), as of the end of the period covered by this Annual Report on Form 10-K. Based on
such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of such date, our disclosure controls
and procedures were effective.

 Our
management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures
or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide
only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all
control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within
the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and
that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of
some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also
is based in part upon 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. Over time, controls may become inadequate because of changes in
conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective
control system, misstatements due to error or fraud may occur and not be detected.

 Management's
Annual Report on Internal Control Over Financial Reporting

 Our
management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f)
and 15d-15(f) of the Exchange Act). Internal control over financial reporting is a process designed under the supervision and with the
participation of our management, including the individuals serving as our principal executive officer and principal financial officer,
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with accounting principles generally accepted in the United States of America. Management conducted an assessment
of the effectiveness of our internal control over financial reporting based on the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013 Framework). Based on this assessment, our management
concluded that, as of December 31, 2022, our internal control over financial reporting was effective based on those criteria.

 Attestation
Report on Internal Control over Financial Reporting.

 This
Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm due to the deferral
allowed given we are neither an accelerated nor a large accelerated filer.

 Changes
in Internal Control over Financial Reporting

 There
were no changes in our internal control over financial reporting during our most recent fiscal quarter that have materially affected,
or are reasonably likely to materially affect, our internal control over financial reporting.

 Item
9B. Other Information

 None.

 PART
III

 Item
10. Directors, Executive Officers and Corporate Governance

 The
information required by this Item is incorporated by reference from our definitive proxy statement for our 2023 Annual Meeting of Stockholders
(the " Proxy Statement "). The definitive Proxy Statement will be filed with the SEC within 120 days after the close
of the fiscal year covered by this Annual Report on Form 10-K.

 Name

 Age

 Position

 Served
 Since

 David
 Welch

 Executive
 Chairman, Director, Compensation committee Chair, and M&A Committee Member

 2017

 William
 J. Meekison

 Director,
 Audit Committee, Compensation Committee, and M&A Committee Chair

 June
 2019

 Levychin

 Director,
 Audit Committee Chair, M&A Committee Member

 July
 2021

 Amy
 Griffith

 Director,
 Governance Committee Chair and Compensation Committee Member

 July
 2021

 Elaine
 Goldwater

 Director, Audit Committee Member and Governance Committee Member

 October
2023

 Executive Consultant

 February 2024

 S. Wong

 Chief
 Financial Officer and Interim Chief Executive Officer

 October
 2018

 Mauro
 Pennella

 Chief
 Marketing Officer and President AgriFORCE Brands division.

 July
 2021

 Margaret Honey

 Former Director

 October 2023

 Ingo
 W. Mueller*

 Former
 Chairman, Former Director, and Former Chief Executive Officer

 2017

 Troy
 T. McClellan

 Former
 President, AgriFORCE Solutions

 February
 2018

 Directors
serve until the next annual meeting and until their successors are elected and qualified. Officers are appointed to serve for one year
until the meeting of the Board of Directors following the annual meeting of shareholders and until their successors have been elected
and qualified.

 David
Welch, Chairman of the Board, Director, Compensation Committee Chair, M&A
Committee member

 Mr.
Welch is a founding partner at ENSO LAW, LLP, a Los Angeles based Intellectual Property and Regulatory law firm. He has a broad base
of experience in representing US, Canadian and Mexican corporate clients in the areas of litigation, intellectual property and
government regulatory advisement and defense. Mr. Welch has represented recognizable businesses in the agriculture and food services
space in Federal Court, California state courts and before the USPTO and TTAB. Mr. Welch has also argued before the California Supreme Court
and the US 9th Circuit Court of Appeals on constitutional issues related to preemption and the application of US law to various
companies. Mr. Welch obtained his Juris Doctorate degree from Loyola Law School with an emphasis in international trade and has
received various accolades for his work in intellectual property and regulatory law, including Top 40 under 40 by the Daily Journal;
National Law Journal Intellectual Property Trail Blazer, and Super Lawyers from 2013 until 2023. In his business ventures, Mr. Welch
is a registered aquaculturist and farmer focusing on sustainable and regenerative agricultural practices. He is suited to serve as a
director due to his long-standing experience in international intellectual property, agriculture and business.

 William
John Meekison, Director, Audit Committee, and M&A Committee Chair

 Mr.
Meekison is a career Chief Financial Officer and former investment banker. He has spent the last fifteen years serving in a variety
of executive management and CFO roles with both private and public companies, currently as the CFO of Exro Technologies Inc. (since
October 2017), a technology company in the emobility sector. He is currently on the board of Telo Genomics Corp. (since July 2018)
and Adven Inc. (since April 2021). Prior to his position at Exro Technologies Inc. and other CFO roles, Mr. Meekison spent fifteen
years in corporate finance with a focus on raising equity capital for North American technology companies, including nine years at
Haywood Securities Inc. Mr. Meekison received his Bachelor of Arts from the University of British Columbia and is a Chartered
Professional Accountant, Professional Logistician and Certified Investment Manager. Mr. Meekison also holds the NACD.DC
certification as a member of the National Association of Corporate Directors. He is suited to serve as a director due to his
long time experience as a CFO.

Levychin, Director, Audit Committee Chair, M&A Committee Member

Levychin, CPA, CGMA, is a Partner in Galleros Robinson's Commercial Audit and Assurance practice where he focuses on both privately
and publicly held companies. Prior to taking this position in October 2018, Richard was the managing partner of KBL, LLP, a PCAOB certified
independent registered accounting firm, since 1994. Mr. Levychin has over 25 years of accounting, auditing, business advisory services
and tax experience working with both privately owned and public entities in various industries including media, entertainment, real estate,
manufacturing, not-for-profit, technology, retail, technology, and professional services. His experience also includes expertise with
SEC filings, initial public offerings, and compliance with regulatory bodies. As a business adviser, he advises companies, helping them
to identify and define their business and financial objectives, and then provides them with the on-going personal attention necessary
to help them achieve their established goals. Mr. Levychin is well suited to serve on our Board due to his decades of experience as the
managing partner of a PCAOB certified independent registered accounting firm, which included decades of expertise with SEC filings and
initial public offerings.

 Amy
Griffith, Director, Governance Committee Chair and Compensation Committee Member

 Ms. Griffith currently serves as Head, Government Relations & External
Affairs for McCain Foods - North America. She is responsible for the North America ("NA") Public Affairs strategy and
provides strategic leadership and direction on behalf of McCain with policymakers in the United States and Canada. She leads external
communications and stakeholder management. Previously, she was the Group Director for the North America Operating unit of the Coca-Cola Company, in this capacity she oversaw
public affairs, government relations, sustainability and communications in Canada and the Northeastern United States. Previously, she
served as Wells Fargo's State & Local Government Relations Senior Vice President. She was recruited to Wells Fargo's
Government Relations and Public Policy team in 2019. In this role, Griffith led Wells Fargo's legislative and political agenda
in her region and managed relationships with state and local policymakers and community stakeholders. From 2008-2019, Ms. Griffith led
government relations for sixteen states in the Eastern United States for TIAA for over a decade. Prior to that, she worked in the aerospace,
high tech, education, private and public sectors, and has managed multiple high-profile political campaigns at the local, state and national
level. Griffith is active in her community and has co-chaired The Baldwin School Golf Outing to raise funds for girls' athletics
programs. She is a graduate of Gwynedd-Mercy College and holds a Bachelor of Arts in History. Ms. Griffith is well qualified to serve
as a director due to her significant experience in government relations, policy and regulatory agencies as well as decades of experience working
with companies in both the private and public sectors.

 Elaine
Goldwater, Director, Audit Committee Member, and Governance Committee Member

 Elaine
Goldwater is an executive in the Bio-Pharmaceutical Industry. She is the Senior Director of Marketing, Endocrinology at Recordati Rare
Diseases. Prior to Recordati Rare Diseases she was at Merck. Elaine offers 20 plus years of experience creating and launching complex global marketing strategies in the competitive pharmaceutical
industry, she offers a talent for guiding informed decision-making, leading strategic planning and strategic operations, and delivering
double-digit growth and transform across high-value product portfolios. Her expertise includes deep knowledge of the product lifecycle
from pre-clinical/early-stage development through launch, loss of exclusivity (LOE), line-extension, and late lifecycle products. In
addition, Elaine's mastery of country and global operations is leveraged with a background in building market archetypes, shared
best practices, and profitable strategy and execution models. She drives end to end commercial strategy creation and execution through
a collaborative cross functional process that delivers above brand performance driving to growing net revenue and ensuring patient access.

 Jolie
Kahn, Executive Consultant

 Jolie
Kahn has an extensive background in corporate finance and corporate and securities law. She has been the proprietor of Jolie Kahn,
Esq. since 2002. Ms. Kahn has also acted in various corporate finance roles, including extensive involvement of preparation of period
filings and financial statements and playing an integral part in public company audits. She also works with companies and hedge funds
in complex transactions involving the structuring and negotiation of multi-million-dollar debt and equity financings, mergers, and acquisitions.
Ms. Kahn has practiced law in the areas of corporate finance, mergers & acquisitions, reverse mergers, and general corporate, banking,
and real estate matters. She represents both public and private companies, hedge funds, and other institutional investors in their role
as investors in public companies. Ms. Kahn holds a BA from Cornell University and a J.D. magna cum laude from the Benjamin
N. Cardozo School of Law.

Wong, Chief Financial Officer

 Mr.
Wong, who works full time for the Company, has over 25 years of experience in both start-up and public companies in the consumer goods,
agricultural goods, manufacturing, and forest industries. Prior to joining the Company in 2018, he was a partner in First Choice Capital
Advisors from 2008-2016 and a partner in Lighthouse Advisors Ltd. from 2016-2018. Mr. Wong has also served as the CFO of Emerald Harvest
Co., Dan-D Foods, Ltd., and was the Director of Finance and CFO of SUGOI Performance Apparel and had served positions at Canfor, Canadian
Pacific & other Fortune 1000 companies. Mr. Wong is a Chartered Professional Accountant, and a member since 1999. Mr. Wong has a
Diploma in Technology and Financial Management from the British Columbia Institute of Technology.

 Mauro
Pennella, Chief Marketing Officer and President, AgriFORCE Brands

 Mr.
Pennella, who works full time for the Company, is a consumer products veteran with more than 30 years of experience in the consumer-packaged
goods industry. From May 2018 until January 2021, he was Chief Growth & Sustainability Officer at McCain Foods, a Canadian multinational
frozen food company. In that role, he was responsible for global marketing, sales, research and development (R&D) and sustainability.
From October 2014 to April 2018, Mr. Pennella served as the President, International of Combe Incorporated, a personal care products
company where he oversaw the international division, R&D and the internal advertising agency. He was also a member of the Executive
Committee at Combe Incorporated, where he was responsible for the P&L - overseeing eight subsidiaries with more than 100 employees
around the world. Prior to that, Mr. Pennella led the Retail and International businesses at Conagra's Lamb Weston division and
developed his career at Diageo and Procter & Gamble. Mr. Pennella received a Master of Business from Audencia, a premier European
business school, as well as an M.A.B.A. in Marketing and Finance from The Ohio State University Fisher College of Business.

 Ingo
Wilhelm Mueller – Former Chairman, Former Director and Former Chief Executive Officer

 Mr.
Mueller has been involved in the finance and advisory business for the past 25 years having been involved in the financing of companies
and projects. Mr. Mueller is the founder and was the CEO of the Company since inception and has been responsible for the development
of the Company's intellectual property, business model and financing. On July 18, 2023, the Company announced a restructuring of
management. Ingo Mueller departed from his position as CEO and Chair of the Board.

 Troy
McClellan, Former President AgriFORCE Solutions

 Mr.
McClellan, who worked full time for the Company, had focused on innovative design and construction technologies throughout his career.
Mr. McClellan is a registered professional architect and received his Master's Degree in Architecture from Montana State University.

 On
January 25, 2024, Troy McClellan, President of AgriFORCE Solutions, submitted a letter of resignation to the Company. On January 25,
2024, the Company accepted his resignation and deemed it effective immediately pursuant to Section 7.3 of his employment agreement with
the Company which permits waiver by the Company of Mr. McClellan's notice period (through March 31, 2024) and corresponding acceleration
of the resignation date.

 Corporate
Governance

 The
business and affairs of our Company are managed under the direction of the Board of Directors.

Independence

 We
use the definition of "independence" of The NASDAQ Stock Market to make this determination. We are not yet listed on NASDAQ,
and although we use its definition of "independence," its rules are inapplicable to us until such time as we become listed
on NASDAQ. NASDAQ Listing Rule 5605(a)(2) provides that an "independent director" is a person other than an officer or employee
of our Company or any other individual having a relationship which, in the opinion of the Board of Directors, would interfere with the
exercise of independent judgment in carrying out the responsibilities of a director. The NASDAQ rules provide that a director cannot
be considered independent if:

 the
 director is, or at any time during the past three years was, an employee of our Company;

 the
 director or a family member of the director accepted any compensation from our Company in excess of $120,000 during any period of
 12 consecutive months within the three years preceding the independence determination (subject to certain exclusions, including,
 among other things, compensation for board or board committee service);

 a
 family member of the director is, or at any time during the past three years was, an executive officer of our Company;

 the
 director or a family member of the director is a partner in, controlling shareholder of, or an executive officer of an entity to
 which our Company made, or from which our Company received, payments in the current or any of the past three fiscal years that exceed
 5% of the recipient's consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exclusions);

 the
 director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three
 years, any of the executive officers of our Company served on the compensation committee of such other entity; or

 the
 director or a family member of the director is a current partner of our Company's outside auditor, or at any time during the
 past three years was a partner or employee of our Company's outside auditor, and who worked on our Company's audit.

 Under
the following three NASDAQ director independence rules a director is not considered independent: (a) NASDAQ Rule 5605(a)(2)(A), a director
is not considered to be independent if he or she also is an executive officer or employee of the corporation, (b) NASDAQ Rule 5605(a)(2)(B),
a director is not consider independent if he or she accepted any compensation from our Company in excess of $120,000 during any period
of twelve consecutive months within the three years preceding the determination of independence, and (c) NASDAQ Rule 5605(a)(2)(D), a
director is not considered to be independent if he or she is a partner in, or a controlling shareholder or an executive officer of, any
organization to which our Company made, or from which our Company received, payments for property or services in the current or any of
the past three fiscal years that exceed 5% of the recipient's consolidated gross revenues for that year, or $200,000. Under such
definitions, we have four independent directors.

 Family
Relationships

 There
are no family relationships among any of the directors and executive officers.

 Board
Committees

 Our
Board has established the following three standing committees: audit committee; compensation committee; and nominating and governance
committee, or nominating committee. Our board of directors has adopted written charters for each of these committees. Copies of the charters
will be available on our website. Our board of directors may establish other committees as it deems necessary or appropriate from time
to time.

 Audit
Committee

 Our
Audit Committee is comprised of at least three individuals, each of whom are independent director and at least one of whom will be an
"audit committee financial expert," as defined in Item 407(d)(5)(ii) of Regulation S-K. Our audit committee is currently
comprised of Richard Levychin (Chair), John Meekison and Elaine Goldwater, who are independent, and Mr. Levychin is our financial expert.

 Our
Audit Committee will oversee our corporate accounting, financial reporting practices and the audits of financial statements. For this
purpose, the Audit Committee will have a charter (which will be reviewed annually) and perform several functions. The Audit Committee
will:

 evaluate
 the independence and performance of, and assess the qualifications of, our independent auditor and engage such independent auditor;

 approve
 the plan and fees for the annual audit, quarterly reviews, tax and other audit-related services and approve in advance any non-audit
 service to be provided by our independent auditor;

 monitor
 the independence of our independent auditor and the rotation of partners of the independent auditor on our engagement team as required
 by law;

 review
 the financial statements to be included in our future Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q and review with
 management and our independent auditor the results of the annual audit and reviews of our quarterly financial statements; and

 oversee
 all aspects our systems of internal accounting control and corporate governance functions on behalf of the Board of Directors.

 Compensation
Committee

 Our
Compensation Committee comprises of at least three individuals, each of whom will be an independent director, Our Compensation
committee is currently comprised of David Welch (Chair), Amy Griffith, and John Meekison, who are
independent.

 The
Compensation Committee will review or recommend the compensation arrangements for our management and employees and also assist our Board
of Directors in reviewing and approving matters such as company benefit and insurance plans, including monitoring the performance thereof.
The Compensation Committee will have a charter (which will be reviewed annually) and perform several functions.

 The
Compensation Committee will have the authority to directly engage, at our expense, any compensation consultants or other advisers as
it deems necessary to carry out its responsibilities in determining the amount and form of employee, executive and director compensation.

 Nominating
and Corporate Governance Committee (the "N&CG Committee")

 Our
N&CG Committee is comprised of at least three individuals, each of whom will be an independent director. Currently Amy Griffith
(Chair) and Elaine Goldwater are members of the committee. The committee has one vacancy.

 The
NC&G Committee is charged with the responsibility of reviewing our corporate governance policies and with proposing potential director
nominees to the Board of Directors for consideration. This committee also has the authority to oversee the hiring of potential executive
positions in our Company. The NC&G Committee also has a charter, which is to be reviewed annually.

 Item
11. Executive Compensation

 Name & Principal Position

 Year

 Salary

 Bonus

 Share-Based Awards c

 Option-Based Awards

 All Other Compensation

 Total Compensation

 Richard S. Wong,

 2023

 264,041

 -

 179,004

 42,148

 1,793

 486,986

 Chief Financial Officer

 2022

 295,216

 134,696
 a

 86,456

 28,831

 1,741

 546,940

 Mauro Pennella

 2023

 259,317

 -

 158,105

 25,544

 1,793

 444,759

 Chief Marketing Officer, President AgriFORCE Brands

 2022

 268,962

 -

 115,269

 45,593

 1,741

 431,565

 Troy T. McClellan,

 2023

 231,755

 -

 74,091

 -

 1,656

 307,502

 Former President Design & Construction

 2022

 246,732

 69,162
 b

 76,846

 30,132

 1,741

 424,613

 Ingo W. Mueller,

 2023

 289,025

 -

 86,744

 -

 -

 375,769

 Former Chief Executive Officer

 2022

 392,464

 375,718

 359,881

 6,866

 1,741

 1,136,670

 (a)

 Bonus
 was paid out $101,022 in shares and $33,674 in cash.

 (b)

 Bonus
 was paid out $69,162 in shares

 (c)

 Some
 share-based awards were issued net of income taxes. The Company repurchased shares on the issuance date to remit as income taxes
 to the appropriate government revenue service agencies.

 Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 The
following table sets forth information known to us regarding the beneficial ownership of our common stock as of April 1, 2024 by:

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

 each
 of our executive officers and directors; and

 all
 of our executive officers and directors as a group.

 Common shares

 Options Granted vested
 within 60 days of

 Total

 Percentage
 beneficially owned

 Directors and Officers:

 Richard Wong

 37,602

 11,584

 -

 49,186

 0.3
 %

 Mauro Pennella

 61,055

 7,396

 -

 68,451

 0.4
 %

 John Meekison

 2,541

 -

 3,406

 0.0
 %

 David Welch

 1,049

 2,507

 -

 3,556

 0.0
 %

 Amy Griffith

 -

 2,150

 -

 2,15-

 0.0
 %

 Richard Levychin

 -

 2,150

 -

 2,150

 0.0
 %

 Elaine Goldwater

 -

 -

 -

 -

 -
 %

 Ingo Mueller (Former CEO and Chairman)

 3,954

 -

 -

 3,954

 0.0
 %

 Troy McClellan (Former President Design & Construction)

 28,159

 -

 -

 28,159

 0.1
 %

 Margaret Honey (Former Director)

 -

 -

 -

 -

 -
 %

 Total all officers and directors (10 persons)*

 128,730

 28.328

 -

 157.058

 0.8
 %

 5% or Greater Beneficial Owners

 -

 -

 -

 -

 -

 -

 Item
13. Certain Relationships and Related Transactions, and Director Independence

 We
have adopted a written related-person transactions policy that sets forth our policies and procedures regarding the identification, review,
consideration and oversight of "related-party transactions." For purposes of our policy only, and not for purposes of required
disclosure, which will be all related party transactions, even if less than $120,000, a "related-party transaction" is a
transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which we and any "related
party" are participants involving an amount that exceeds $120,000.

 Transactions
involving compensation for services provided to us as an employee, consultant or director are not considered related-person transactions
under this policy. A related party is any executive officer, director or a holder of more than five percent of our common shares, including
any of their immediate family members and any entity owned or controlled by such persons.

 At
present, we have appointed two independent directors to the N&CG Committee. As a result, our Chief Financial Officer, Richard Wong,
must present information regarding a proposed related-party transaction to the Nominating and Corporate Governance Committee. Under the
policy, where a transaction has been identified as a related-party transaction, Mr. Wong must present information regarding the proposed
related-party transaction to our Nominating and Corporate Governance Committee, once the same is established, for review. The presentation
must include a description of, among other things, the material facts, the direct and indirect interests of the related parties, the
benefits of the transaction to us and whether any alternative transactions are available. To identify related-party transactions in advance,
we rely on information supplied by our executive officers, directors and certain significant shareholders. In considering related-party
transactions, our Nominating and Corporate Governance Committee takes into account the relevant available facts and circumstances including,
but not limited to:

 whether
 the transaction was undertaken in the ordinary course of our business;

 whether
 the related party transaction was initiated by us or the related party;

 whether
 the transaction with the related party is proposed to be, or was, entered into on terms no less favorable to us than terms that could
 have been reached with an unrelated third party;

 the
 purpose of, and the potential benefits to us from the related party transaction;

 the
 approximate dollar value of the amount involved in the related party transaction, particularly as it relates to the related party;

 the
 related party's interest in the related party transaction, and

 any
 other information regarding the related party transaction or the related party that would be material to investors in light of the
 circumstances of the particular transaction.

 The
Nominating and Corporate Governance Committee shall then make a recommendation to the Board, which will determine whether or not to approve
of the related party transaction, and if so, upon what terms and conditions. In the event a director has an interest in the proposed
transaction, the director must recuse himself or herself from the deliberations and approval.

 Except
as set forth below, we have not had any related party transactions, regardless of dollar amount:

 As
of December 31, 2023, $57,561 (December 31, 2022, $32,500) in total was owing to officers and directors or to companies owned by officers
and directors of the Company for services and expenses. These amounts owing have been included in accounts payable and accrued liabilities.

the year ended December 31, 2023 and 2022, the Company incurred $11,984 and $79,457, respectively, to our U.S. general counsel firm,
Enso Law against legal services, a corporation controlled by a director of the Company.

 Item
14. Principal Accounting Fees and Services

 Aggregate
fees billed to us by Marcum LLP, the Company's principal independent accountants, during the last two fiscal years were as follows:

 Audit
 Fees a

 $
 155,000

 $
 170,000

 Audit
 – Related Fees

 41,200

 197,649

 $
 196,200

 $
 367,649

 (a)

 Amounts
 represent the contractual fees related to the fiscal year, not the accrued fees incurred during the year.

 Audit
Fees consist of fees billed for professional services rendered for the audit of our consolidated annual financial statements and review
of the interim consolidated financial statements included in quarterly reports and services that are normally provided by our auditors
in connection with statutory and regulatory filings or engagements.

 Audit-Related
Fees consist of services by our independent auditors that, including accounting consultations on transaction related matters including
work related to our S-1 fillings, are reasonably related to the performance of the audit or review of our financial statements and are
not reported above under Audit Fees.

the years ended December 31, 2023 and 2022, Marcum LLP did not incur fees for any other professional services.

 PART
IV

 Item
15. Exhibits, Financial Statement Schedules

 Financial
Statements

 The
following Consolidated Financial Statements of the Company and the Report of Independent Registered Public Accounting Firm (PCAOB ID:
 688) included in Part II, Item 8:

 Consolidated
Balance Sheets as of December 31, 2023 and 2022

 Consolidated
Statements of Comprehensive Loss for the years ended December 31, 2023 and 2022

 Consolidated
Statements of Changes in Stockholders' Equity for the years ended December 31, 2023 and 2022

 Consolidated
Statements of Cash Flows for the years ended December 31, 2023 and 2022

 Financial
Statement Schedules

 All
schedules have been omitted because they are not required or because the required information is given in the Consolidated Financial
Statements or Notes thereto set forth under Item 8.

 Exhibits

 The
exhibits listed below are filed or incorporated by reference as part of this Annual Report on Form 10-K.

 Exhibit
 No.

 Description

 3.1

 Articles
 of Incorporation and Bylaws of Issuer*

 4.1

 Form
 of Series A Warrant and Representatives Warrant****

 4.2

 Amended
 and Restated Stock Option Plan – Form of Stock Option Certificate attached as Schedule A*

 4.3

 Form
 of Broker Compensation Warrant Certificate for $1.00 warrants issued to brokers in connection in May 2019 in connection with $1.00
 preferred unit financing*

 10.1

 Vacant
 Land Purchase Agreement, dated July 13, 2020, between Company and Coachella Properties, Inc.*

 10.2

 Capital
 Funding Group-Commercial Loan Terms_Sheet_-_Re Coachella_3837v2*

 10.3

 Commercial
 Loan Agreement with Alterna Bank-2020-04-30*

 10.4

 Vacant
 Land Offer Extension_of_Time_Addendum_Coachella-IM Signed*

 10.5

 Employment
 Agreement - Ingo Mueller********

 10.6

 Employment
 Agreement - Richard Wong********

 10.7

 Employment
 Agreement - Troy McClellan********

 10.8

 Employment
 Agreement - Mauro Pennella********

 10.9

 Second
 Vacant Land Offer Extension_of_Time_Addendum_Coachella-IM Signed***

 10.10

 Warrant
 Agent Agreement***

 10.11

 Capital
 Funding Term Sheet dated February 5, 2021 ****

 10.12

 Extension
 of Land Purchase Agreement ****

 10.13

 Pharmhaus
 Termination Agreements ******

 10.14

 Bridge
 Loan Agreement dated March 24, 2021******

 10.15

 Bridge
 Note, dated March 24, 2021******

 10.16

 Bridge
 Warrant, dated March 24, 2021******

 10.17

 Asset
 Purchase Agreement - Manna Nutritional Group********

 10.18

 Definitive
 Agreement with Humboldt Bliss, Ltd********

 10.19

 Share
 Purchase Agreement with Delphy Groep B.V.********

 10.20

 Binding
 LOI to Acquire Deroose Plants NV********

 10.21

 License
 Agreement with Radical Clean Solutions Ltd.********

 14.1

 Code
 of Ethics**

 21.1

 List
 of Subsidiaries**

 23.1

 Consent
 of Marcum, LLP**

 31.1

 Certification
 of Chief Executive Officer filed pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a) of the Securities and Exchange Act of 1934
 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.**

 31.2

 Certification
 of Chief Financial Officer filed pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a) of the Securities and Exchange Act of 1934
 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.**

 32.1

 Certification
 by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

 32.2

 Certification
 by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

 Policy for the Recovery of Erroneously Awarded Compensation

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 Cover

 *
Filed with our Registration Statement on Form S-1 filed with the Commission on December 16, 2020.

 **
Filed herewith

 ***
Filed with Amendment No. 1 to our Registration Statement on Form S-1 filed with the Commission on January 20, 2021.

 ****
Filed with Amendment No. 2 to our Registration Statement on Form S-1 filed with the Commission on March 3, 2021.

 *****
Filed with Amendment No. 3 to our Registration Statement on Form S-1 filed with the Commission on March 22, 2021.

 ******
Filed with Amendment No. 4 to our Registration Statement on Form S-1 filed with the Commission on June 3, 2021.

 *******
Filed with Amendment No. 5 to our Registration Statement on Form S-1 filed with the Commission on June 14, 2021.

 ********
Filed with Form 10-K filed with the Commission on March 30, 2022.

 Item
16. Form 10-K Summary.

 None.

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) 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.

 GROWING SYSTEMS, LTD.

 Date:

 By:

 /s/

 Name:

 Title:

 Executive Consultant (Principal Executive Officer)

 Date:

 By:

 /s/
 Richard Wong

 Name:

 Wong

 Title:

 Chief
 Financial Officer (Principal Financial and Accounting Officer)

 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.

 Signature

 Title

 Date

 /s/

 Executive Consultant

 /s/
 Richard Wong

 Chief
 Financial Officer

 Wong

 /s/
 David Welch

 Chairman
 of the Board of Directors

 David
 Welch

 /s/
 John Meekison

 John
 Meekison

 /s/
 Richard Levychin

 Levychin

 /s/
 Amy Griffith

 Amy
 Griffith

 /s/
 Elaine Goldwater

 Elaine
 Goldwater