false FY 0001632121

 P3Y

 2024-04-15

 us-gaap: NonrelatedPartyMember

 us-gaap: NonrelatedPartyMember

 us-gaap: NonrelatedPartyMember

 us-gaap: NonrelatedPartyMember

 BLNC:EZFillHoldingsIncMember

 2020-12-02
 2020-12-02

 BLNC:EZFillHoldingsIncMember

 2020-12-02

 us-gaap: IPOMember

 BLNC:FirstYearMember
 BLNC:MonthlyMember
 us-gaap: IPOMember

 BLNC:SecondYearMember
 BLNC:MonthlyMember
 us-gaap: IPOMember

 BLNC:EachAnniversaryMember

 BLNC:PharmacyNo27LtdMember

 2021-01-29

 BLNC:PharmacyNo27LtdMember

 BLNC:IGrowSystemsIncMember

 us-gaap: WarrantMember

 us-gaap: WarrantMember

 us-gaap: ConvertibleNotesPayableMember

 us-gaap: ConvertibleNotesPayableMember

 srt: MinimumMember

 srt: MaximumMember

 us-gaap: FairValueInputsLevel1Member

 us-gaap: FairValueInputsLevel2Member

 us-gaap: FairValueInputsLevel3Member

 us-gaap: FairValueInputsLevel1Member

 us-gaap: FairValueInputsLevel2Member

 us-gaap: FairValueInputsLevel3Member

 BLNC:SammyFarkasFoundationIncMember

 2021-09-30

 2021-09-29
 2021-09-30

 2021-01-29

 2016-04-01
 2016-04-01

 2016-04-01

 BLNC:SammyFarkasFoundationIncMember

 2016-12-31

 2017-12-31

 2019-12-31

 BLNC:SammyFarkasFoundationIncMember

 BLNC:SammyFarkasFoundationIncMember

 BLNC:PromissoryNoteMember
 us-gaap: WarrantMember

 us-gaap: WarrantMember
 BLNC:PromissoryNoteMember

 2021-09-27

 2021-09-27
 2021-09-27

 2016-09-30

 2021-09-30

 BLNC:ChiefExecutiveOfficerAndCompanysControlledByChiefExecutiveOfficerMember
 us-gaap: ConvertibleNotesPayableMember

 BLNC:ChiefExecutiveOfficerAndCompanysControlledByChiefExecutiveOfficerMember
 us-gaap: ConvertibleNotesPayableMember

 BLNC:FoundationMember

 BLNC:FoundationMember

 BLNC:NewellTradingGroupMember

 BLNC:FederalAndStateMember

 BLNC:FederalAndStateMember

 2021-01-01

 BLNC:Segment

 utr:sqft

 BLNC:Integer

 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

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 ___________ to ___________

 Commission
file number: 333-202959

LABS, INC.

 (Exact
name of registrant as specified in its charter)

 Delaware

 47-1146785

 (State
 or other jurisdiction

 of
 Identification No.)

 (I.R.S.
 Employer

 incorporation
 or organization)

 Lincoln Road, Suite 701, Miami Beach, FL

 33139

 (Address
 of principal executive offices)

 (Zip
 Code)

 (305) 907-7600

 Registrant's
telephone number, including area code

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

 Securities
registered pursuant to Section 12(g) of the Exchange 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

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

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes No

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

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 Reporting Company

 Emerging
 growth company

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

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

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

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

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

 The
aggregate market value (approximate) of the registrant's voting and non-voting common equity held by non-affiliates based on
the closing price per share of the Company's common stock on the OTC Pink Market on December 31, 2023 (the last business day
of the registrant's most recently completed fourth quarter) was $ 425,636.

 As
of April 15, 2024, the number of shares of common stock of the registrant outstanding is 21,674,000,
par value $0.0001 per share.

 TABLE
OF CONTENTS

 Page

 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
 9C.

 Disclosure Regarding Foreign Jurisdictions That Prevent Inspections

 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 Accountant Fees and Services

 Item
 15.

 Exhibits, Financial Statement Schedules

 Item
 16.

 Form 10-K Summary

 SIGNATURES

 CAUTIONARY
NOTE REGARDING FORWARD LOOKING STATEMENTS

 This
Annual Report on Form 10-K contains "forward-looking statements". Forward-looking statements discuss matters that are not
historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as "anticipate,"
"believe," "estimate," "intend," "could," "should," "would,"
"may," "seek," "plan," "might," "will," "expect," "anticipate,"
"predict," "project," "forecast," "potential," "continue" negatives thereof
or similar expressions. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions
and current expectations about the future and are not guarantees. Such statements involve known and unknown risks, uncertainties and
other factors that may cause our actual results, level of activity, performance or achievement to be materially different from the results
of operations or plans expressed or implied by such forward looking statements.

 We
cannot predict all of the risks and uncertainties. Accordingly, such information should not be regarded as representations that the results
or conditions described in such statements or that our objectives and plans will be achieved and we do not assume any responsibility
for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements are found at various places
throughout this Annual Report on Form 10-K and include information concerning possible or assumed future results of our operations, including
statements about potential acquisition or merger targets; business strategies; future cash flows; financing plans; plans and objectives
of management; any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial
results, and any other statements that are not historical facts.

 These
forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject
to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ
materially from the results expressed or implied by those forward-looking statements. In light of these risks, uncertainties and assumptions,
the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than
we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date
of the Annual Report on Form 10-K. All subsequent written and oral forward-looking statements concerning other matters addressed in this
Annual Report on Form 10-K and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the
cautionary statements contained or referred to in this Annual Report on Form 10-K.

 Except
to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of
new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.

 PART
I

 Item
1. Business.

 Overview

Labs, Inc. was incorporated on June 5, 2014 under the laws of the State of Delaware. We are a consulting firm that provides business
development and consulting services to startup and development-stage businesses. With each client, our company provides businesses in
various industries with customized consulting services to meet their business needs and help them improve their business models, sales
and marketing plans and internal operations, as well as introduce the businesses to experienced professional contacts that would be vital
to the success of these businesses.

 The
Company is led by our President, CEO and Chairman of the Board, Michael D. Farkas, who is a seasoned entrepreneur and has worked in corporate
finance and in assisting and developing businesses in multiple industries for the past twenty-six (26) years.

 Along
with Mr. Farkas, our management team consists of experienced businesspeople in high-tech fields such as telecommunications, EV Charging
infrastructure, as well as the agricultural industry, specifically in the cultivation of olives and production of olive oil. Throughout
the years while working with various companies, our management team recognized the need for an independent third-party company that could
help developmental stage and startup businesses create and implement a viable business model, assist them in developing marketing, promotional
and merchandising plans.

 Our
business focuses on providing advice to entrepreneurs and assisting business owners so that their ideas can be fully developed and implemented.
Due to limited resources, lack of experienced management and competing priorities, startup and developmental stage companies are not
operating as efficiently as they can be, and therefore would benefit from an outside party that could assist in developing and executing
certain strategies. We utilize our knowledge in developing businesses, share practical experiences with our clients and introduce the
business owners to different experienced professionals who could help these inexperienced entrepreneurs further implement their ideas.
Startups and development stage businesses across all industries commonly experience certain "growing pains". Our plan is
to prepare our clients for many inevitable challenges and develop a customized plan for them to overcome these obstacles so that they
can focus on marketing their product(s) and/or service(s) to their potential customers.

 Our
Services

 The
Company will assist in the development and execution of the following services for our client companies:

 Business
 model development, including marketing research, naming and branding

 Business
 plan writing

 Financial
 modeling

 Website
 & mobile app development

 Employee
 and board member recruitment

 Patent/trademark
 filing assistance

 Professional
 introductions

 Product
 or service development

 Product
 production

 Develop
 marketing material

 Product
 or service placement

 Celebrity
 endorsements

 Introductions
 to professional services such as legal & accounting

 In
 the future we plan to offer executive office sharing and additional ancillary services

 Target
Market

 The
target market will consist of startup and developmental stage businesses located in the United States and abroad. We cater our services
to startups and developmental stage companies that do not have the resources to execute or implement their business plan or ideas with
the personnel in-house. Our client companies can derive value from our support and expertise with dealing with the typical growing pains
and common mistakes experienced by startups.

 Marketing
and Sales

 We
are starting to become more active in the market by developing relationships initially with startups and development stage companies.
In addition to the personal relationships of the principals, we plan to use our website www.balancelabs.co to promote our services and
provide a contact function that allows potential clients to reach us for additional information. The references to our website in this
Annual Report on Form 10-K are inactive textual references only. The information on our website is not incorporated by reference into
this Annual Report on Form 10-K. We may also utilize social media such as Facebook, Twitter and an online blog to increase our presence
online and communicate the value we can add.

 We
do not have any specific marketing channels in place at this point to market our services to potential customers. In the next year end
we plan to market our services through word of mouth or personal referrals. We also plan to advertise in startup and development stage
specific journals and online media. Referrals from companies that are satisfied with our provided services are likely to be our most
significant and efficient form of marketing.

 Competition

 Our
primary source of competition will come from various service providers such as business plan writers, auditors, lawyers, marketing firms
as well as many other types of service providers. In addition, those startups and development stage companies that have the resources
and inclination to handle these tasks in-house will not need our services.

 There
are also numerous established firms that offer some combination of marketing, promotional and general consulting services to startup
and development stage companies in the industry. In addition, there are a number of large and well-established general marketing agencies
that provide strategy and implementation services to the industry as well as a number of other industries. We are in a very competitive
market and may struggle to differentiate ourselves as a specialist that provides more value for startup and development stage companies.

 Services
Pricing

 The
cost for consulting projects will depend on the scope of the project and time required to execute it. We may charge a flat fee based
on the services that our clients request from us, an hourly rate, revenue share or a combination of the above in order to provide our
clients with as many cost-effective options as possible. Additionally, all expenses incurred, including engaging third parties, travel
as well as other approved expenses, will be passed through to the client for reimbursements.

 Employees

 We
presently have no other employees other than our President and CEO Michael Farkas, Secretary, Carmen Villegas, CFO Ari Feldman and General
Counsel, Yechiel Baron. Over time, we may hire employees and/or engage additional independent contractors to execute our projects. These
decisions will be made by our officers when appropriate.

 Government
Regulation

 Our
business activities currently are subject to no regulation by government agencies other than that routinely imposed on corporate businesses.
We do not anticipate any regulations specific to our business activities in the future.

 Seasonality

 We
do not have a seasonal business cycle.

 Environmental
Matters

 Our
business currently does not involve any environmental regulation.

 Intellectual
Property

 We
do not hold any patents, trademarks or other registered intellectual property on services or processes relating to our business. With
the exception of domain name and mobile app in the future, we do not consider the grant of patents, trademarks or other registered intellectual
property essential to the success of our business.

 Where
You Can Find Us

 The
Company's principal executive office and mailing address is 407 Lincoln Road, Suite 9F, Miami Beach, FL. Our telephone number is
(305) 907-7600.

 We
have registered the domain name of

 Item
1A. Risk Factors.

 RISK
FACTORS

 You
should carefully consider the risks described below together with all of the other information included in this Annual Report on Form
10-K before making an investment decision with regard to our securities. The statements contained in or incorporated herein that are
not historic facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ
materially from those set forth in or implied by forward-looking statements. If any of the following risks actually occurs, our business,
financial condition or results of operations could be harmed. In that case, you may lose all or part of your investment.

 Risks
Related to Our Business

 AN
OCCURRENCE OF AN UNCONTROLLED EVENT SUCH AS THE COVID-19 PANDEMIC IS LIKELY TO NEGATIVELY AFFECT OUR OPERATIONS

 A
resurgence of COVID -19 pandemic may adversely impact our operations and demand for our services and our ability to find new clients.
This is due in part to potential restrictions such as: social distancing requirements; stay at home orders and the shutdown of non-essential
businesses and the impact these restrictions have on small businesses and their ability to generate revenues which effects their ability
to afford our services.

 IF
WE DO NOT OBTAIN ADDITIONAL FINANCING OR SUFFICIENT REVENUES, OUR BUSINESS WILL FAIL

 We
have had limited operations since our formation. There can be no assurance that management of the Company will be successful in completing
the Company's business development plan, devise a marketing plan to successfully reach the companies in this field or that the
Company will generate sufficient revenues to meet its expenses or to achieve or maintain profitability.

 Our
current operating funds are less than necessary to complete the full development of our business plan, and we most likely will need to
obtain additional financing in order to complete our business plan. We currently have minimal operations, and we are not currently generating
revenue or net income.

 The
Company currently does not have sufficient funds to support its obligations. As a result, the Company will require additional financing
to execute its business plan through raising additional capital and/or beginning to generate revenue.

 We
do not currently have any firm arrangements for financing, and we can provide no assurance to investors that we will be able to find
such additional financing if required. Obtaining additional financing is subject to a number of factors, including current financial
condition as well as general market conditions. These factors affect the timing, amount, terms or conditions of additional financing
unavailable to us. And if additional financing is not arranged, the company faces the risk of going out of business. The Company's
management is currently engaged in actively pursuing multiple financing options to obtain the capital necessary to execute the Company's
business plan, however, there cannot be any assurance that additional funds will be available when needed from any source, or if available,
will be available on terms that are acceptable to us.

 OUR
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM HAS RAISED SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN

 Our
independent registered public accounting firm has expressed substantial doubt as to our ability to continue as a going concern. As discussed
in the notes to the consolidated financial statements, these conditions raise substantial doubt from our independent auditor about our
ability to continue as a going concern. Our plans regarding these matters are also described in the notes to our consolidated financial
statements. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of
asset carrying amounts or the amount and classification of liabilities that might result should our company be unable to continue as
a going concern.

 We
will require additional capital to implement our business plan and support our operations. Currently, we have no established bank financing
arrangements. Therefore, depending on the revenue growth rate, we may need to seek additional financing through a future private offering
of our equity or debt securities, or through strategic partnerships and other arrangements with corporate partners. We believe we will
be successful in these efforts; however, there can be no assurance we will meet our internal revenue forecasts or, if necessary, be successful
in raising additional debt or equity financing to fund our operations on terms agreeable to the company. These matters raise substantial
doubt from our independent auditor about our ability to continue as a going concern. The consolidated financial statements do not include
any adjustments that might be necessary if we were unable to continue as a going concern. We presently do not have enough cash on hand
to sustain our operations. If we are unable to meet our internal revenue forecasts or obtain additional financing on a timely basis,
we may have to delay vendor payments and/or initiate cost reductions, which would have a material adverse effect on our business, financial
condition and results of operations, and ultimately, we could be forced to discontinue our operations, liquidate, and/or seek reorganization
under the U.S. bankruptcy code.

 ADDITIONAL
FINANCING MAY ADVERSLY EFFECT TO YOUR INTEREST

 If
we raise additional capital through the issuance of equity or convertible debt securities, the percentage ownership of our company held
by existing shareholders will be reduced and those shareholders may experience significant dilution. In addition, we may also have to
issue securities that may have rights, preferences, and privileges senior to our Common Stock. In the event we seek to raise additional
capital through the issuance of debt or its equivalents, this will result in increased interest expense.

 LIMITED
EXPERIENCE IN MANAGING AND OPERATING A PUBLIC COMPANY

 Our
current management has limited experience managing and operating a public company and relies in many instances on the professional experience
and advice of third parties including its attorneys and accountants. Failure to adequately comply with laws, rules, or regulations applicable
to our business may result in fines or regulatory action, which may materially adversely affect our business, results of operations,
or financial condition and could result in delays in the development of an active and liquid trading market for our stock.

 SIGNIGFICANT
COSTS TO BE A PUBLIC COMPANY

 We
may incur significant costs associated with our public company reporting requirements, costs associated with newly applicable corporate
governance requirements, including requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the Securities and
Exchange Commission. We expect all these applicable rules and regulations to significantly increase our legal and financial compliance
costs and to make some activities more time consuming and costly. We also expect that these applicable rules and regulations may make
it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to accept reduced
policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult
for us to attract and retain qualified individuals to serve on our board of directors or as executive officers. We are currently evaluating
and monitoring developments with respect to these newly applicable rules, and we cannot predict or estimate the amount of additional
costs we may incur or the timing of such costs. In addition, we may not be able to absorb these costs of being a public company which
will negatively affect our business operations. Based on our management's reasonable estimates, we anticipate that our cost of
being a public company, including legal, audit costs, printing, filing fees and other costs will be between $50,000 and $75,000 per year.

 SIGNIFICANT
ADVERSE IMPACT TO OUR CAPITAL RESERVE OF ANY LIABLE UNINSURABLE CLAIM

 Although
we are in the process of obtaining the necessary Director and Officer liability insurance, we do not have any insurance to cover potential
risks and general liabilities, including, but not limited to, injuries or economic losses arising out of or relating to our omission
or errors in providing our services. Even if we decide to obtain insurance coverage in the future, it is possible that: (1) we may not
be able to get enough insurance to meet our needs; (2) we may have to pay very high premiums for the additional coverage; (3) we may
not be able to acquire any insurance for certain types of business risk; or (4) we may have gaps in coverage for certain risks. We may
be exposed to potential uninsured claims for which we could have to expend significant amounts of capital. Consequently, if we were found
liable for a significant uninsured claim in the future, we may be forced to expend a significant amount of our capital to resolve the
uninsured claim.

 COMPLETE
CONTROL OVER THE COMPANY

 Our
majority shareholder, Balance Holdings, LLC, which our Chairman of the Board, Michael D. Farkas has investing and dispositive power of,
beneficially own approximately 59.9% of our common stock. Mr. Farkas also has investing and dispositive power of Shilo Holding Group
LLC, which own approximately 5.08% of our common stock. Therefore, Mr. Farkas is able to exercise control over all matters requiring
shareholder approval, including the election of directors, amendment of our certificate of incorporation and approval of significant
corporate transactions, and he also has significant control over our management and policies. The directors elected thereof will be able
to significantly influence decisions affecting our capital structure. This control may have the effect of delaying or preventing changes
in control or changes in management, or limiting the ability of our other shareholders to approve transactions that they may deem to
be in their best interest.

 DEPENDENCE
ON KEY PERSONNEL

 We
will be dependent on services from our management team, including Chairman of the Board and CEO, Michael D. Farkas, CFO, Ari Feldman
and Secretary, Carmen Villegas. The loss of our officers and/or key employees could have a material adverse effect on the operations
and prospects of the Company. Our management is expected to handle all marketing and sales efforts and manage the operations. Their responsibilities
include formalizing business arrangements with third party service providers, directing the development of the Company website and other
online communication tools, and formulating marketing materials to be used during presentations and meetings. At this time, we do not
have an employment agreement with Ms. Villegas though the Company may enter into such an agreement with her on terms and conditions usual
and customary for its industry. The Company does have an employment agreement with Mr. Farkas and Mr. Feldman. The Company does not currently
have "key man" life insurance on Ms. Villegas, Mr. Feldman or Mr. Farkas.

 HIGHLY
COMPETITIVE MARKET

 There
are numerous established companies that offer some combination of marketing, promotional and general consulting services to startup and
development stage companies in the industry. In addition, there are several large and well-established full-service consulting firms
that provide strategy and implementation services to a broad spectrum of industries. We are a new entry into this competitive market
and may struggle to differentiate ourselves as a specialist that provides more value for startup and development stage companies.

 INDEMNIFICATION
AND LIMITATION OF LIABILITY

 Our
Certificate of Incorporation and By-Laws include provisions that fully eliminate the personal liability of the directors of the Company
for monetary damages possible under the laws of the State of Delaware or other applicable law. These provisions eliminate the liability
of directors to the Company and its stockholders for monetary damages arising out of any violation of a director of his fiduciary duty
of due care. Under Delaware law, however, such provisions do not eliminate the personal liability of a director for (i) breach of the
director's duty of loyalty, (ii) acts or omissions not in good faith or involving intentional misconduct or knowing violation of
law, (iii) payment of dividends or repurchases of stock other than from lawfully available funds, or (iv) any transaction from which
the director derived an improper benefit. These provisions do not affect a director's liabilities under the federal securities
laws or the recovery of damages by third parties.

 POTENTIAL
CLIENTS' MAY NOT HAVE THE FUNDS OR THE NEED TO OUTSOURCE THIS WORK

 Some
companies have the resources to handle the strategy and implementation of these services in-house. Other companies may have limited available
resources which will prohibit them from engaging us to help them develop and implement their strategy. Therefore, we risk having a limited
niche potential client base.

 COMPANY
MAY RELY UPON INDEPENDENT CONTRACTORS TO IMPLEMENT SOLUTIONS

 In
order to implement our services at a scale commensurate with the business plan, we will most likely engage independent contractors who
will need to be mentored and actively managed to ensure that their work product meets the standards of our Company. Recruiting, engaging,
contracting, and maintaining independent contractors who can perform this work could cause delays, unplanned expenses and other adverse
results for the Company.

 REPORTING
REQUIREMENTS UNDER THE EXCHANGE ACT AND COMPLIANCE WITH THE SARBANES-OXLEY ACT OF 2002, INCLUDING ESTABLISHING AND MAINTAINING ACCEPTABLE
INTERNAL CONTROLS OVER FINANCIAL REPORTING, ARE COSTLY AND MAY INCREASE SUBSTANTIALLY

 The
rules and regulations of the SEC require a public company to prepare and file periodic reports under the Exchange Act, which will require
that the Company engage legal, accounting, auditing and other professional services. The engagement of such services is costly. Additionally,
the Sarbanes-Oxley Act of 2002 (the "Sarbanes- Oxley Act") requires, among other things, that we design, implement and maintain
adequate internal controls and procedures over financial reporting. The costs of complying with the Sarbanes-Oxley Act and the limited
technically qualified personnel we have may make it difficult for us to design, implement and maintain adequate internal controls over
financial reporting. In the event that we fail to maintain an effective system of internal controls or discover material weaknesses in
our internal controls, we may not be able to produce reliable financial reports or report fraud, which may harm our overall financial
condition and result in loss of investor confidence and a decline in our share price.

 As
a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Act of 2010
and other applicable securities rules and regulations. Despite recent reforms made possible by the JOBS Act, compliance with these rules
and regulations will nonetheless increase our legal and financial compliance costs, make some activities more difficult, time-consuming,
or costly and increase demand on our systems and resources, particularly after we are no longer an "emerging growth company."
The Exchange Act requires, among other things, that we file annual, quarterly, and current reports with respect to our business and operating
results.

 We
are working with our legal, independent accounting and financial advisors to identify those areas in which changes should be made to
our financial and management control systems to manage our growth and our obligations as a public company. These areas include corporate
governance, corporate control, disclosure controls and procedures and financial reporting and accounting systems. We have made, and will
continue to make, changes in these and other areas. However, we anticipate that the expenses that will be required in order to adequately
prepare for being a public company could be material. We estimate that the aggregate cost of increased legal services; accounting and
audit functions; personnel, such as a chief financial officer familiar with the obligations of public company reporting; consultants
to design and implement internal controls; and financial printing alone will be a few hundred thousand dollars per year and could be
several hundred thousand dollars per year. In addition, if and when we retain independent directors and/or additional members of senior
management, we may incur additional expenses related to director compensation and/or premiums for directors' and officers'
liability insurance, the costs of which we cannot estimate at this time. We may also incur additional expenses associated with investor
relations and similar functions, the cost of which we also cannot estimate at this time. However, these additional expenses individually,
or in the aggregate, may also be material.

 In
addition, being a public company could make it more difficult or more costly for us to obtain certain types of insurance, including directors'
and officers' liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher
costs to obtain the same or similar coverage. The impact of these events could also make it more difficult for us to attract and retain
qualified persons to serve on our board of directors, our board committees, or as executive officers.

 The
increased costs associated with operating as a public company may decrease our net income or increase our net loss and may cause us to
reduce costs in other areas of our business or increase the prices of our products or services to offset the effect of such increased
costs. Additionally, if these requirements divert our management's attention from other business concerns, they could have a material
adverse effect on our business, financial condition and results of operations.

 IF
WE FAIL TO MAINTAIN EFFECTIVE INTERNAL CONTROLS OVER FINANCIAL REPORTING, THE PRICE OF OUR COMMON STOCK MAY BE ADVERSELY AFFECTED

 We
are required to establish and maintain appropriate internal controls over financial reporting. During the year ended December 31, 2023,
we carried out an evaluation, under the supervision and with the participation of our management, including the principal executive officer
and the principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based
on that evaluation and due to the lack of segregation of duties due to small Company staff size our principal executive officer and principal
financial officer concluded that our disclosure controls and procedures were ineffective as of the end of the period covered by this
report. Failure to establish those controls, or any failure of those controls once established, could adversely affect our public disclosures
regarding our business, prospects, financial condition, or results of operations. In addition, management's assessment of internal
controls over financial reporting may identify weaknesses and conditions that need to be addressed in our internal controls over financial
reporting or other matters that may raise concerns for investors. Any actual or perceived weaknesses and conditions that need to be addressed
in our internal control over financial reporting or disclosure of management's assessment of our internal controls over financial
reporting may have an adverse impact on the price of our common stock.

 WE
RELY HEAVILY ON INFORMATION TECHNOLOGY. ANY INTERRUPTION OR LAPSE RELATED TO THAT TECHNOLOGY, INCLUDING ANY CYBERSECURITY INCIDENTS,
COULD HARM OUR ABILITY TO OPERATE OUR BUSINESS EFFECTIVELY

 Despite
our security measures, our information technology and infrastructure are subject to attacks or breaches. Any such breach could result
in a material compromise of our systems or these systems of our third-party vendors, and the information stored there could be accessed,
publicly disclosed, lost, stolen, or rendered, permanently or temporarily, inaccessible. Furthermore, we may not promptly discover a
system intrusion. Attacks could have a material impact on our business, operations or financial results. Any such access, disclosure
or other loss of information, including our data being breached at third party providers, could result in legal claims or proceedings,
liability under laws that protect the privacy of personal information, disrupt our operations and damage our reputation, which could
adversely affect our business.

 Risks
Related to Our Common Stock

 THERE
IS A LIMITED PUBLIC MARKET FOR OUR SECURITIES

 Our
common stock is not listed on any national securities exchange. Accordingly, investors may find it more difficult to buy and sell our
shares than if our common stock was traded on an exchange. Although our common stock is quoted on the OTC Pink, it is an unorganized,
inter-dealer, over-the-counter market which provides significantly less liquidity than the NASDAQ Capital Market or other national securities
exchange. These factors may have an adverse impact on the trading and price of our common stock. And our common stock may be less attractive
for margin loans, for investment by financial institutions, as consideration in future capital raising transactions or other purposes.

 NOT
LIKELY TO PAY DIVIDENDS

 We
currently intend to retain any future earnings for use in the operation and expansion of our business. Accordingly, we do not expect
to pay any dividends in the foreseeable future but will review this policy as circumstances dictate.

 WE
ARE SUBJECT TO THE SEC'S "PENNY STOCK" RULES

 We
are subject to the SEC's "penny stock" rules if our shares of Common Stock sell below $5.00 per share. Penny stocks
generally are equity securities with a price of less than $5.00. The penny stock rules require broker-dealers to deliver a standardized
risk disclosure document prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny
stock market. The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock, the compensation
of the broker-dealer and its salesperson, and monthly account statements showing the market value of each penny stock held in the customer's
account. The bid and offer quotations, and the broker-dealer and salesperson compensation information must be given to the customer orally
or in writing prior to completing the transaction and must be given to the customer in writing before or with the customer's confirmation.

 In
addition, the penny stock rules require that prior to a transaction, the broker dealer must make a special written determination that
the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. The
penny stock rules are burdensome and may reduce purchases of any offerings and reduce the trading activity for shares of our Common Stock.
As long as our shares of Common Stock are subject to the penny stock rules, the holders of such shares of Common Stock may find it more
difficult to sell their securities.

 Item
1B. Unresolved Staff Comments.

 Not
applicable.

 Item
1C. Cybersecurity

 We
have processes in place for assessing, identifying, and managing material risks from cybersecurity threats, including potential unauthorized
occurrences on or through both, our physical systems and electronic information systems, that could adversely affect the confidentiality,
integrity, or availability of our information systems or the information residing on those systems. These include a wide variety of mechanisms,
controls, technologies, methods, systems, and other processes that are designed to prevent, detect, or mitigate data loss, theft, misuse,
unauthorized access, or other security incidents or vulnerabilities affecting the data. The data include confidential, proprietary, and
business and personal information that we collect, process and store as part of our business, including on behalf of third parties. Additionally,
we use processes to oversee and identify material risks from cybersecurity threats associated with our use of third-party technology
and systems, including: technology and systems we use for encryption and authentication; employee email; content delivery to customers;
back-office support; and other functions.

 As
part of our risk management process, we conduct application security assessments, vulnerability management, penetration testing, security
audits, and ongoing risk assessments. We also maintain a variety of incident response plans that are utilized when incidents are detected.
We require employees with access to information systems, including all corporate employees, to undertake data protection and cybersecurity
training and compliance programs at least annually.

 We
have a unified and centrally-coordinated team, led by our Michael Farkas that is responsible for implementing and maintaining centralized
cybersecurity and data protection practices at the Company in close coordination with senior leadership and other teams across the Company.
In addition, we also engage assessors, consultants, auditors, or other third parties to assist with assessing, identifying and managing
cybersecurity risks.

 Our
cybersecurity risks and associated mitigations are evaluated by senior leadership, including as part of our risk assessments that are
reviewed by the board of directors.

 The
board of directors oversees our policies and procedures for protecting our cybersecurity infrastructure and for compliance with applicable
data protection and security regulations, and related risks. They also oversee the response to any significant cybersecurity incidents.
Our Michael Farkas, who has cybersecurity knowledge and skills, heads the team responsible for implementing and maintaining cybersecurity
and data protection practices at the Company.

 We
describe whether and how risks from cybersecurity threats have or that are reasonably likely to affect our financial position, results
of operations and cash flows, under the heading "WE RELY HEAVILY ON INFORMATION TECHNOLOGY. ANY INTERRUPTION OR LAPSE RELATED TO
THAT TECHNOLOGY, INCLUDING ANY CYBERSECURITY INCIDENTS, COULD HARM OUR ABILITY TO OPERATE OUR BUSINESS EFFECTIVELY." included as
part of our Item 1A. Risk Factors of this Annual Report on Form 10-K, which disclosures are incorporated by reference herein.

 Item
2. Properties.

 The
Company's mailing address is 407 Lincoln Road, Suite 9F, Miami Beach, FL 33139. Our telephone number is (305) 907-7600.

 Item
3. Legal Proceedings.

 To
the best of our knowledge, there are no material pending legal proceedings to which we are a party or of which any of our property is
the subject. From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course
of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from
time to time that may harm our business.

 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

 The
Company's common stock is currently quoted on the OTC Market Pink under symbol BLNC. Our stock is thinly traded and there is no
active trading market developed for our shares of common stock. The following table sets forth the high and low bid prices per share
of common stock for the periods indicated. These prices represent inter-dealer quotations without retail markup, markdown, or commission
and may not necessarily represent actual transactions.

 Common Stock

 High

 Low

 Fiscal Year Ended December 31, 2023:

 Fiscal Quarter Ended March 31, 2023

 $
 0.235

 $
 0.235

 Fiscal Quarter Ended June 30, 2023

 $
 0.235

 $
 0.235

 Fiscal Quarter Ended September 30, 2023

 $
 0.235

 $
 0.235

 Fiscal Quarter Ended December 31, 2023

 $
 0.235

 $
 0.235

 Fiscal Year Ended December 31, 2022:

 Fiscal Quarter Ended March 31, 2022

 $
 0.86

 $
 0.72

 Fiscal Quarter Ended June 30, 2022

 $
 1.00

 $
 0.73

 Fiscal Quarter Ended September 30, 2022

 $
 0.73

 $
 0.47

 Fiscal Quarter Ended December 31, 2022

 $
 1.00

 $
 0.23

 Common
Stock

 All
outstanding shares of common stock are of the same class and have equal rights and attributes. The holders of common stock are entitled
to one vote per share on all matters submitted to a vote of stockholders of the Company. All stockholders are entitled to share equally
in dividends, if any, as may be declared from time to time by the Company's board of directors out of funds legally available.
In the event of liquidation, the holders of common stock are entitled to share ratably in all assets remaining after payment of all liabilities.
The stockholders do not have cumulative or preemptive rights.

 Preferred
Stock

 Our
Certificate of Incorporation authorizes the issuance of up to 50,000,000 shares of Preferred Stock. Accordingly, our board of directors
is empowered, without stockholder approval, to issue Preferred Stock with dividend, liquidation, conversion, voting, or other rights,
which could adversely affect the voting power, or other rights of the holders of the Common Stock. In the event of issuance, the Preferred
Stock could be utilized, under certain circumstances, as a method of discouraging, delaying or preventing a change in control of the
Company. Although we have no present intention to issue any shares of our authorized Preferred Stock, there can be no assurance that
the Company will not do so in the future.

 Holders

 As
of April 15, 2024, we had approximately 52 holders of our common stock.

 Dividends

 To
date, we have not declared or paid any dividends on our common stock. We currently do not anticipate paying any cash dividends in the
foreseeable future on our common stock. Although we intend to retain our earnings, if any, to finance the exploration and growth of our
business, our board of directors has the discretion to declare and pay dividends in the future.

 Payment
of dividends in the future will depend upon our earnings, capital requirements, and any other factors that our board of directors deems
relevant.

 Equity
Compensation Plan Information

 The
Company does not have any equity compensation plan.

 Recent
Sales of Unregistered Securities

 None.

 Issuer Purchases of Equity Securities

 None.

 Item
6. Selected Financial Data.

 Smaller
reporting companies are not required to provide the information for this item.

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

 Plan
of Operations

 Our
plan of operations over the next 12 months is to continue to prepare our clients for the many inevitable challenges they will encounter
and to develop a customized plan for them to help overcome these obstacles, so that they can focus on marketing their product(s) and/or
service(s) to their potential customers.

 Although
we've only worked with three clients since inception, our goal is to add and service a minimum of two to three new clients between
now and the end of 2024. We're marketing our services through both personal contact and online by (a) mining our existing network
of professional contacts via personal outreach programs, which will also target international prospects that may wish to enter the US
market; (b) expanding our network by attending targeted conferences and professional gatherings; and (c) utilizing our website at www.balancelabs.co,
plus engaging potential clients on social media, including Linked In, Facebook and Twitter. However, because we have a limited budget
allocated for an on-line marketing campaign, we anticipate that professionals within our professional network and personal referrals
from companies that are satisfied with our professional services are likely to be our most significant and efficient near-term form of
marketing.

 The
Company incorporated or formed nine subsidiaries since 2016, Balance Labs, LLC, Balance AgroTech Co., Advanced AutoTech Co., Balance
Cannabis Co., Balance Medical Marijuana Co. Krypto Ventures Inc, formerly known as KryptoBank Co., a former subsidiary. Except for Krypto
Ventures Inc., formerly known as KryptoBank Co. all of the subsidiaries are wholly owned by the Company. On July 29, 2021, the Company
exchanged 52,500,000 shares of common stock in Krypto Ventures, Inc. for 119,584,736 shares of common stock in Descrypto Holdings, Inc.
("Descrypto") (formerly W Technologies Inc.), an unrelated party in a Share Exchange Agreement. As a result, Krypto Ventures,
Inc was deconsolidated and is no longer our subsidiary.

 In
November 2018, the Company acquired a non-controlling minority interest in a new startup company, iGrow Systems, Inc. As of December
31, 2023, this investment has no value based on the equity method of accounting. iGrow Systems, Inc., was developing a plant growing
device for home use. iGrow Systems Inc has closed and is no longer in operations.

 The
Company owned a majority interest in Krypto Ventures Inc, formerly known as KryptoBank Co. On July 29, 2021, the Company exchanged
52,500,000 shares of common stock in Krypto Ventures, Inc. for 119,584,736 shares of common stock in W Technologies Inc. ("W
Tech"), an unrelated party in a Share Exchange Agreement. As of September 30, 2021, the investment had a fair value of $0, due
to the stock being illiquid, and it is recorded on our consolidated balance sheet using the equity method. On November 17, 2021, W
Tech repurchased all the shares owned by the Company and the Company no longer owns any portion of Krypto Ventures Inc.'s or W
Tech's outstanding shares of common stock.

 On
December 2, 2020, the Company received 1,000,000 shares from EZFill Holdings, Inc, a related party, for past services, with each share
valued at $1 each. At the time of acquiring these shares, EZFill Holdings, Inc. was not a publicly traded company.

 On
September 14, 2021, the S-1 Registration Statement for EZFill Holdings, Inc. was declared effective by the U.S. Securities and Exchange
Commission. As a result of becoming a publicly traded company, our investment is now recorded at fair value as available-for-sale securities
on September 30, 2022, with the gains and losses being recorded through other income on the consolidated statements of operations for
the year ended December 31, 2022 and 2023.

 On
November 18, 2020, the Company executed a two (2) year, third-party consulting agreement with EzFill Holdings Inc for various corporate
services. The current service agreement has expired effective November 18, 2022. In connection with this agreement, and with the effectiveness
of the Company's Form S-1 registration statement, the Company was entitled to compensation as follows:

1,000,000 shares of common stock having a fair value of $1,000,000 ($1.00/share), each based on a recent cash price of the related party,

and a one time payment of $200,000 upon completion of the Company's IPO.

during the first year of the agreement, $25,000 per month, with the 1 st payment due 30 days after the completion of the Company's
IPO,

during the second year of the agreement, $22,500 per month, and

on each anniversary of the agreement, 500,000 shares of common stock.

 At
December 31, 2023, the Company owned 66,432 shares after a reverse stock split adjustment of 1 for 3.763243 and the fair value of
the investment in EZFill Holdings, Inc. was reported on the balance sheet as Investment at fair value - related party totaling
$107,912 ($1.62/share). Recorded an adjustment of ($40,896) for the twelve months ending December 31, 2023, as unrealized loss on
securities.

 On
January 29, 2021, the Company received 20% ownership of Pharmacy No, 27, Ltd, a company based in Israel, as part of a Note Receivable
from a third party (see Note 5). As of December 31, 2023, the investment has a fair value of $0, based upon the quoted closing trading
price and it is recorded on our consolidated balance sheet using the equity method. In addition, the interest receivable associated with
this note has fully been reserved in the amount of $21,958 as of December 31, 2023.

 Our
primary requirement for funding is for working capital in order to accommodate temporary negative cash flows from operations (see "Liquidity
and Capital Resources").

 Results
of Operations

 For
the years ended December 31, 2023 and December 31, 2022.

 Overview

 We
reported a net loss attributable to the Company of $381,571 for year ended December 31, 2023 and a net loss of $768,351 for the year ended December
31, 2022, a difference of $(386,780) or 50%, primarily due to an decrease in the unrealized loss on available for
sale securities and a decrease in professional expense.

 Revenues
– Related Party

 For
the years ended December 31, 2023 and December 31, 2022, we generated $0 and $247,500, respectively in revenue. The primary reason
for the decrease in revenue was due to a decrease of the consulting income received from EZFill Holdings, Inc.

 General
and Administrative Expenses

 General
and administrative expenses were $35,571 and $21,236 for the years ended December 31, 2023 and 2022, respectively, an increase of
$14,335 or 68% primarily due to increase in office expenses.

 Professional
Fees

 Professional
fees were $25,085 and $139,263 for the years ended December 31, 2023 and 2022, respectively, a decrease of $114,178 or 82% due to a decrease
in legal and accounting fees.

 Salaries
and Wages

 Wages
were $55,644 and $49,837 for the years ended December 31, 2023 and 2022, respectively, an increase of $5,807 or 12% due to an increase in
salaries expense.

 Other
Income and Expense

 Other
expenses for the year ended December 31, 2023 was $265,271. Other expenses for the year ended December 31, 2022, was $745,515. This represents
a difference of $480,244 which was attributable to less unrealized losses associated with the sale of securities.

 Unrealized
gain or loss on available for sale securities

 Unrealized
loss on available for sale securities for the year ended December 31, 2023, was $40,896. Unrealized loss on available for sale securities
for the year ended December 31, 2022, was $401,250. This represents a decrease of $360,062 or 90% attributable to less losses associated
with held securities.

 Liquidity
and Capital Resources

 We
measure our liquidity in a number of ways, including the following.

 Cash

 $
 112,809

 $
 235,311

 Working capital (deficiency)

 $
 (4,542,883
)

 $
 (3,681,157
)

 Availability
of Additional Funds

 As
described elsewhere in this annual report, we currently do not have any material commitments for capital expenditures. We are actively
pursuing new client relationships. Even if we were to add a new client(s), due to our current lack of a diversified client base, there
could be temporary imbalances between cash receipts and cash operating expenditures, which means that we may need additional capital.
The engagement revenues associated with most client engagements will self-fund the in-house and sub-contractor services we need in order
to supply products and services to our clients.

 As
of December 31, 2023, the Company had a working capital deficiency of ($4,542,883). The Company net cash used by operations was $122,502.
In addition, the Company is working to manage its current liabilities while it continues to make changes in operations to further improve
its cash flow and liquidity position. Based upon subsequent debt financing and the Company's current cash flow projections, management
believes the Company will have sufficient capital resources to meet projected cash flow requirements for the next year ended.

 Net
Cash Used in Operating Activities

 We
experienced negative cash flows from operating activities for the year ended December 31, 2023 of $122,502. This was primarily due to
an unrealized losses of $40,896 on available for sale securities, and a net loss of $381,571.

 Our
auditors have issued a going concern opinion

 The
Company's independent registered public accounting firm has expressed substantial doubt as to the Company's ability to continue
as a going concern as of December 31, 2023. The consolidated financial statements in this annual report on Form 10-K have been prepared
assuming that the Company will continue as a going concern. As discussed in the notes to the consolidated financial statements, these
conditions raise substantial doubt from our independent auditor about the Company's ability to continue as a going concern. The
Company's plans in regard to these matters are also described in the notes to the Company's consolidated financial statements.
The consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset carrying
amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern.

 Therefore,
we will need to raise additional capital in the future to continue our operations There can be no assurance that additional funds will
be available when needed from any source or, if available, will be available on terms that are acceptable to us. We will be required
to pursue sources of additional capital through various means, including debt or equity financings. Future financings through equity
investments are likely to be dilutive to existing stockholders. Also, the terms of securities we may issue in future capital transactions
may be more favorable for new investors. Newly issued securities may include preferences, superior voting rights, the issuance of warrants
or other derivative securities, and the issuances of incentive awards under equity employee incentive plans, which may have additional
dilutive effects. Further, we may incur substantial costs in pursuing future capital and/or financing, including investment banking fees,
legal fees, accounting fees, printing and distribution expenses and other costs. We may also be required to recognize non-cash expenses
in connection with certain securities we may issue, such as convertible notes and warrants, which will adversely impact our financial
condition. Our ability to obtain needed financing may be impaired by such factors as the capital markets and our history of losses, which
could impact the availability or cost of future financings.If the Company is unable to meet its internal revenue forecasts or obtain
additional financing on a timely basis, it may have to delay vendor payments and/or initiate cost reductions, which would have a material
adverse effect on the Company's business, financial condition and results of operations, and ultimately it could be forced to discontinue
the Company's operations, liquidate, and/or seek reorganization under the U.S. bankruptcy code.

 Off-Balance
Sheet Arrangements

 We
do not have any off-balance sheet arrangements.

 Critical
Accounting Policies and Estimates

 Use
of Estimates

 The
preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP")
requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting
periods. Estimates may include those pertaining to accruals, stock-based compensation and income taxes. Actual results could materially
differ from those estimates.

 Revenue
Recognition

 The
Company accounts for its revenues under FASB ASC 606, that requires revenue to be recognized in a manner to depict the transfer of goods
or services to a customer at an amount that reflects the consideration expected to be received in exchange for those goods or services.
The Company considers revenue realized or realizable and earned when all the five following criteria are met: (1) Identify the Contract
with a Customer, (2) Identify the Performance Obligations in the Contract, (3) Determine the Transaction Price, (4) Allocate the Transaction
Price to the Performance Obligations in the Contract, and (5) Recognize Revenue When (or As) the Entity Satisfies a Performance Obligation.
The Company recognizes consulting income when the services are performed, and performance obligations are satisfied, over time or point
of time.

 Fair
Value of Financial Instruments

 The
Company measures its financial assets and liabilities in accordance with GAAP. For certain of our financial instruments, including cash,
accounts payable, and the short-term portion of long-term debt, the carrying amounts approximate fair value due to their short maturities.

 We
adopted accounting guidance for financial and non-financial assets and liabilities (ASC 820). This standard defines fair value, provides
guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but
rather applies to all other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to
measurements related to share-based payments. This guidance discusses valuation techniques, such as the market approach (comparable market
prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity
of an asset or replacement cost). The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used
to measure fair value into three broad levels.

 Recently
Issued Accounting Pronouncements

 We
have implemented all new accounting standards that are in effect and may impact our consolidated financial statements and do not believe
that there are any other new accounting standards that have been issued that might have a material impact on our financial position or
results of operations.

 Item
7A. Quantitative and Qualitative Disclosures about Market Risk

 Not
required for smaller reporting companies.

 Item
8. Consolidated Financial Statements and Supplementary Data.

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Board of Directors and

 Stockholders
of Balance Labs, Inc. and Subsidiaries.

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheets of Balance Labs Inc. and Subsidiaries (the Company) as of December 31,
2023 and 2022, and the related consolidated statements of operations, stockholders' deficit, and cash flow for each of the
years in the two-year period ended December 31, 2023, and the related notes (collectively referred to as the financial statements).
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the
Company as of December 31, 2023 and 2022, and the results of its operations and its cash flow for each of the years in the two-year
period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of
America.

 Explanatory
Paragraph – Going Concern

 The
accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed
in Note 2 to the financial statements, the Company had a net loss of $381,571, for the year ended December 31, 2023. In addition, the
Company had an accumulated deficit of $5,355,098 and had negative working capital of $4,542,883. These factors raise substantial doubt
about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described
in Note 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
consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight
Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

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

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

 Critical
Audit Matters

 The
critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated
or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial
statements and (2) involved our especially challenging, subjective, or complex judgments.

 We
did not identify any critical audit matters that need to be communicated.

 /s/
 Assurance Dimensions

 We
have served as the Company's auditor since 2022.

 PCAOB
ID: 5036

 Margate,
Florida

 April
15, 2024

 F- 1

 PART
I – FINANCIAL INFORMATION

 Item
1. Financial Statements.

Labs, Inc. and Subsidiaries

Balance Sheets

 Assets

 Current Assets

 Cash and cash equivalents

 $
 112,809

 $
 235,311

 Accounts receivable, net of allowance of $ 0 and $ 0 as of December 31, 2023 and 2022.

 -

 45,000

 Investment at fair value - related party

 Total Current Assets

 220,721

 429,119

 Total Assets

 $
 220,721

 $
 429,119

 Liabilities and Stockholders' Deficit

 Current Liabilities

 Accounts payable and accrued expenses

 $
 1,381,849

 $
 1,220,017

 Accounts payable - related party

 911,659

 911,659

 Short -term advances - related party

 1,673,558

 1,673,558

 Convertible note payable

 25,000

 25,000

 Convertible notes payable - related party, net of debt discount of $ 0 and $ 0 as of December 31, 2023, and December 31, 2022

 173,192

 173,192

 Convertible note payable, net of debt discount of $ 8,504 as of December 31, 2023

 491,496

 -

 Convertible note payable

 491,496

 -

 Notes payable - related party

 106,850

 106,850

 Total Current Liabilities

 4,763,604

 4,110,276

 Long Term Liabilities

 Convertible note payable, net of debt discount of $ 19,845 as of December
 31, 2022

 -

 480,155

 Total Long Term Liabilities

 -

 480,155

 Total Liabilities

 4,763,604

 4,590,431

 Commitments and Contingencies (Note 8)

 -

 -

 Stockholders' Deficit

 Preferred stock, $ 0.0001 par value, 50,000,000 shares authorized, none issued and outstanding as of December 31, 2023, and December 31, 2022

 -

 -

 Common stock, $ 0.0001 par value: authorized 500,000,000, 21,674,000 and 21,674,000 shares issued and outstanding as of December 31, 2023, and December 31, 2022, respectively

 2,167

 2,167

 Additional paid-in capital

 Accumulated deficit

 ( 5,355,098

)

 ( 4,973,527
)

 Stockholders' Deficit

 ( 4,542,883

)

 ( 4,161,312
)

 Total Stockholders' Deficit

 ( 4,542,883
)

 ( 4,161,312
)

 Total Liabilities and Stockholders' Deficit

 $
 220,721

 $
 429,119

 The
accompanying notes are an integral part of the consolidated financial statements

 F- 2

Labs, Inc. and Subsidiaries

Statements of Operations

 2023

 2022

 For the Years Ended

 2023

 2022

 Revenues - related party

 $
 -

 $
 247,500

 Costs and expenses

 General and administrative expenses

 35,571

 21,236

 Professional fees

 25,085

 139,263

 Salaries and wages

 55,644

 49,837

 General and administrative expenses - related party

 -

 60,000

 Total operating expenses

 116,300

 270,336

 Income (Loss) from operations

 ( 116,300

)

 ( 22,836
)

 Other income (expense)

 Unrealized loss on marketable securities

 ( 40,896
)

 ( 401,250
)

 Bad debt on note receivable and related accrual interest

 -

 ( 151,714
)

 Net loss allocated from equity method investee

 -

 ( 47,255
)

 Accreted interest income and interest income on note receivable

 -

 3,311

 Gain on disposal of non-controlling investment

 -

 83,064

 Interest expense

 ( 224,375

)

 ( 231,671
)

 Total other expense – net

 ( 265,271

)

 ( 745,515
)

 Net loss

 $

)

 $
)

 Net Loss attributable to the Company

 $

)

 $
)

 Net Loss per share – basic

 $
 0.02

 $
 0.04

 Net Loss per share – diluted

 $
 0.02

 $
 0.04

 Weighted average number of shares – basic

 Weighted average number of shares - diluted

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

 F- 3

Labs, Inc. and Subsidiaries

Statements of Changes in Stockholders' (Deficit)

 For
the Years Ended December 31, 2023, and 2022

 Shares

 Amount

 Capital

 Deficit

 (Deficit)

 Common Stock

 Additional

 Paid-in

 Accumulated

 Total Stockholders'

 Shares

 Amount

 Capital

 Deficit

 (Deficit)

 December 31, 2021

 $
 2,167

 $

 $
 ( 4,205,176
)

 $
 ( 3,392,961
)

 Net loss

 -

 -

 -

)

)

 $
 2,167

 $

 $
 ( 4,973,527
)

 $
 ( 4,161,312
)

 $
 2,167

 $

 $
 ( 4,973,527
)

 $
 ( 4,161,312
)

 Net loss

 -

 -

 -

)

)

 $
 2,167

 $

 $
 ( 5,355,098
)

 $
 ( 4,542,883
)

 $
 2,167

 $

 $
 ( 5,355,098
)

 $
 ( 4,542,883
)

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

 F- 4

Labs, Inc. and Subsidiaries

Statements of Cash Flows

 2023

 2022

 For the Years December 31,

 2023

 2022

 Operating activities

 Net loss - including non-controlling interest

 $

)

 $
)

 Adjustments to reconcile net loss to net cash (used in) operations

 Amortization of debt discount

 11,341

 14,768

 Amortization of expense on note receivable

 -

 ( 3,308
)

 Provision for credit losses

 -

 174,214

 Net loss from equity method investment

 -

 43,812

 Unrealized (gain) on available - for - sale securities

 40,896

 401,249

 Gain on disposal of non-controlling investment

 -

 ( 83,064
)

 Changes in operating assets and liabilities

 (Increase) decrease in

 Accounts receivable

 45,000

 ( 45,000
)

 Interest receivable

 -

 2,218

 Prepaids

 -

 -

 Increase (decrease) in

 Accounts payable and accrued expenses

 161,832

 209,989

 Accounts payable and accrued expenses - related party

 -

 60,000

 Accumulated losses on unconsolidated investees in excess of investment

 -

 1,226

 Net cash (used in) provided by operating activities

 ( 122,502

)

 7,753

 Net (decrease) increase in cash

 ( 122,502

)

 7,753

 Cash and cash equivalents - beginning of period

 235,311

 227,558

 Cash and cash equivalents - end of period

 $
 112,809

 $
 235,311

 Supplemental disclosure of cash flow information

 Cash paid for interest

 $
 -

 $
 -

 Cash paid for income tax

 $
 -

 $
 -

 Supplemental disclosure of non-cash operating activities

 Reversal of accrued expense payable

 $
 40,165

 $
 -

 Total non-cash operating activities

 $
 40,165

 $
 -

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

 F- 5

 Notes

 Note
1 – Business Organization and Nature of Operations

Labs, Inc. ("Balance Labs" or the "Company") was incorporated on June 5, 2014 under the laws of the State of
Delaware. Balance Labs is a consulting firm that provides business development and consulting services to start up and development stage
businesses. The Company offers services to help businesses in various industries improve and fine tune their business models, sales and
marketing plans and internal operations as well as make introductions to professional services such as business plan writing, accounting
firms and legal service providers.

 The
Company leverages its knowledge in developing businesses with entrepreneurs and start up companies' management whereby it creates
a customized plan for them to overcome obstacles so that they can focus on marketing their product(s) and/or service(s) to their potential
customers.

 Note
2 – Going Concern

 The
consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has
experienced net losses since inception. The Company has relied primarily on loans from related parties to fund its operations with a
net loss of $ 381,571 for the year of
2023 and stockholders' deficit of $ 4,542,883
as of December 31, 2023. There is substantial doubt about the Company to continue as a going concern for a period of one year from
the date of these financial statements were issued. This will not sustain the Company without additional funds. Management plans to
raise additional capital within the next year ended that will sustain its operations for the next year. In addition, the Company
will begin an active marketing campaign to market its services. There can be no assurance that such a plan will successful. The
accompanying consolidated financial statements do not include any adjustments that might be necessary should the Company be unable
to continue as a going concern.

 Note
3 – Summary of Significant Accounting Policies

 Cash
and Cash Equivalents

 The
Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents.
At December 31, 2023 and December 31, 2022, the Company has $ 2,000 and $ 2,000 in cash equivalents, respectively.

 Use
of Estimates

 The
preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States
of America ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues
and expenses during the reporting periods. Estimates may include those pertaining to stock-based compensation, depreciable lives of fixed
assets and deferred tax assets. Actual results could materially differ from those estimates.

 Accounts
Receivable

 The
Company provides an allowance for doubtful accounts equal to the estimated uncollectible amounts pursuant to the guidance of Accounting
Standards Update (ASU) 2016-13, Financial Instruments – Credit Losses (Topic 326) as codified in Accounts Standards Codification
(ASC) 326, Financial Instruments – Credit Losses. Under ASC 326, the Company utilizes a current and expected credit loss (CECL)
impairment model. ASU 2016-13 became effective for us on January 1, 2023. The Company's estimate is based on historical collection
experience and a review of the current status of trade accounts receivable. It is reasonably possible that the Company's estimate
of the allowance for doubtful accounts will change. Accounts receivable are presented net of an allowance for doubtful accounts of $ 0 and
$ 0 at December 31, 2023, and 2022, respectively.

 F- 6

 Notes

 Revenue
Recognition

 The
Company accounts for its revenues under FASB ASC 606, that requires revenue to be recognized in a manner to depict the transfer of goods
or services to a customer at an amount that reflects the consideration expected to be received in exchange for those goods or services.
The Company considers revenue realized or realizable and earned when all the five following criteria are met: (1) Identify the Contract
with a Customer, (2) Identify the Performance Obligations in the Contract, (3) Determine the Transaction Price, (4) Allocate the Transaction
Price to the Performance Obligations in the Contract, and (5) Recognize Revenue When (or As) the Entity Satisfies a Performance Obligation.

 The
Company recognizes consulting income when the services are performed, and performance obligations are satisfied over time or point of
time the Company had no revenue for the year ended December 31, 2023.

 Income
Taxes

 The
Company recognizes deferred tax assets and liabilities for the expected future tax consequences of items that have been included or excluded
in the financial statements or tax returns. Deferred tax assets and liabilities are determined on the basis of the difference between
the tax basis of assets and liabilities and their respective financial reporting amounts ("temporary differences") at enacted
tax rates in effect for the years in which the temporary differences are expected to reverse.

 The
Company adopted the provisions of Accounting Standards Codification ("ASC") Topic 740-10, which prescribes a recognition
threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken
in a tax return.

 Management
has evaluated and concluded that there are no material tax positions requiring recognition in the Company's consolidated financial
statements as of December 31, 2023 and 2022. The Company does not expect any significant changes in its unrecognized tax benefits within
twelve months of the reporting date. The Company's, 2020, 2021, and 2022 tax returns remain open for audit for Federal and State
taxing authorities.

 The
Company's policy is to classify assessments, if any, for tax related interest as interest expense and penalties as general and
administrative expenses in the statement of operations.

 Marketable
Securities

 The
Company accounts for marketable and available-for-sale securities under ASU 2016-01, "Financial Instruments – Overall: Recognition
and Measurement of Financial Assets and Financial Liabilities." ASU 2016-01 requires equity investments (except those accounted
for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes
in fair value recognized in net income.

 The
Company accounts for its investment in Bang Holdings, Corp as available-for-sale securities, therefore, in 2021 the unrealized gain on
the available-for-sale securities has been recorded in other income on the condensed consolidated statements of operations.

 The
Company accounts for its investment in EZFill Holdings, Inc. as available-for-sale securities pursuant to the S-1 Registration Statement
declared effective on September 14, 2021, therefore, the unrealized gain on the available-for sale securities during the year ended December
31, 2023, and 2022 has been recorded in Other Expense on the Income Statement.

 F- 7

 Notes

 Marketable
Securities

 When
the fair value of an investment is indeterminable, the Company accounts for its investments that are under 20% of the total equity outstanding
using the cost method. For investments in which the Company holds between 20-50% equity and is non-controlling are accounted for using
the equity method. For any investments in which the Company holds over 50% of the outstanding stock, the Company consolidates those entities
into their condensed consolidated financial statements herein.

 The
Company holds one investment as of December 31, 2023, and one investments as of December 31, 2022.

 On
December 2, 2020, the Company received 1,000,000 shares from EZFill Holdings, Inc, a related party, for past services, with each share
valued at $ 1 each. At the time of acquiring these shares, EZFill Holdings, Inc. was not a publicly traded company.

 On
September 14, 2021, the S-1 Registration Statement for EZFill Holdings, Inc. was declared effective by the U.S. Securities and Exchange
Commission. As a result of becoming a publicly traded company, our investment is now recorded at fair value as available-for-sale securities
on December 31, 2022, with the gains and losses being recorded through other income on the consolidated statements of operations.

 On
November 18, 2020, the Company executed a two (2) year, third-party consulting agreement for various corporate services. In connection
with this agreement, and with the effectiveness of the Company's Form S-1 registration statement, the Company was entitled to compensation
as follows:

 1,000,000 shares of common stock having a fair value of $ 1,000,000 ($ 1.00 /share), each based on a recent cash price of the related party,

$ 200,000,

During the first year of the agreement, $ 25,000 per month, with the 1 st payment due 30 days after the completion of the Company's
IPO,

During the second year of the agreement, $ 22,500 per month; and

On each anniversary of the agreement, 500,000 shares of common stock

 At December 31, 2023, the Company owned 66,432 shares
after a reverse stock split adjustment of 1 for 3.763243 and the fair value of the investment in EZFill Holdings, Inc. was reported on
the balance sheet as Investment at fair value - related party totaling $ 107,912 ($ 1.62 /share). Recorded an adjustment of ($ 40,896) for
the twelve months ending December 31, 2023, as unrealized loss on securities.

 Investments
– Related Parties

 When
the fair value of an investment is indeterminable, the Company accounts for its investments that are under 20% of the total equity outstanding
using the cost method. For investments in which the Company holds between 20-50% equity and is non-controlling are accounted for using
the equity method. For any investments in which the Company holds over 50% of the outstanding stock, the Company consolidates those entities
into their consolidated financial statements herein.

 The
Company holds one investment as of December 31, 2023, and one investment as of December 31, 2022.

 F- 8

 Notes

 Investments

 On
January 29, 2021, the Company received 20 % ownership of Pharmacy No, 27, Ltd, a company based in Israel, as part of a Note Receivable
from a third party (see Note 5). As of December 31, 2023, the investment has a fair value of $ 0, based upon the quoted closing trading
price and it is recorded on our consolidated balance sheet using the equity method. During the twelve months ended December 31, 2023,
the Company recorded $ 0 of unrealized loss from this investment.

 Concentration
of Credit Risk

 Financial
instruments that potentially subject the Company to concentrations of credit risk primarily consist of cash, cash equivalents and marketable
securities. As of December 31, 2023, the carrying value of marketable securities was $ 107,912, which consist of common shares held in
one (1) investment which currently is trading on the Over-the-Counter Bulletin Board (OTCBB).

 At
December 31, 2023, the Company owned 66,432 shares after a reverse stock split adjustment of 1 for 3.763243 and the fair value of the
investment in EZFill Holdings, Inc. was reported on the balance sheet as Investment at fair value - related party totaling $ 107,912 ($ 1.62 /share).
Recorded an adjustment of ($ 40,896) for the twelve months ending December 31, 2023, as unrealized loss on securities.

 Principles
of Consolidation

 The
consolidated financial statements include the Company and its wholly owned corporate subsidiaries, Balance Labs LLC., and Balance Labs
Inc. All intercompany transactions are eliminated. The Company's four subsidiaries, Balance AgroTech Co., Advanced AutoTech Co.,
Balance Cannabis Co., and Balance Medical Marijuana Co. are dormant. The Company had a non-controlling interest of 43.15 % in iGrow Systems
Inc., iGrow Systems Inc has closed and is no longer in operations.

 Net
Income (Loss) Per Common Share

 Basic
and diluted income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares
and warrants from convertible debentures outstanding during the periods. The effect of 0 and 740,000 warrants and 3,756,496 and 3,756,496 shares
from convertible notes payable for the year ended December 31, 2023 and 2022, respectively, were anti-dilutive.

 Stock-Based
Compensation

 The
Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For
employees, the fair value of the award is measured on the grant date and for non-employees, the fair value of the award is generally
re-measured on vesting dates and financial reporting dates until the service period is complete. The fair value amount is then recognized
over the period during which services are required to be provided in exchange for the award, usually the vesting period. Awards granted
to directors are treated on the same basis as awards granted to employees.

 The
Company has computed the fair value of warrants granted using the Black-Scholes option pricing model. The expected term used for warrants
is the contractual life. Since the Company's stock has not been publicly traded for a sufficiently long period, the Company is
utilizing an expected volatility figure based on a review of the historical volatilities, over a period of time, equivalent to the expected
life of the instrument being valued, of similarly positioned public companies within its industry. The risk-free interest rate was determined
from the implied yields from U.S. Treasury zero-coupon bonds with a remaining term consistent with the expected term of the instrument
being valued.

 F- 9

 Notes

 Fair
Value of Financial Instruments The Company measures its financial assets and liabilities in accordance with GAAP. For certain of our
financial instruments, including cash, accounts payable, and the short-term portion of long-term debt, the carrying amounts approximate
fair value due to their short maturities.

 We
adopted accounting guidance for financial and non-financial assets and liabilities (ASC 820). This standard defines fair value, provides
guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but
rather applies to all other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to
measurements related to share-based payments. This guidance discusses valuation techniques, such as the market approach (comparable market
prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity
of an asset or replacement cost). The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used
to measure fair value into three broad levels. The following is a brief description of those three levels:

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

Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar
assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed
by us, which reflect those that a market participant would use.

 The
following table presents certain assets of the Company's measured and recorded at fair value on the Company's balance sheet
on a recurring basis and their level within the fair value hierarchy as of December 31, 2023.

 Schedule of Fair Value of Assets on Recurring Basis

 Total

 (Level 1)

 (Level 2)

 (Level 3)

 Fair-value – equity securities

 $

 $

 $
 -

 $
 -

 Total Assets measured at fair value

 $

 $

 $
 -

 $
 -

 The
following table presents certain assets of the Company's measured and recorded at fair value on the Company's balance sheet
on a recurring basis and their level within the fair value hierarchy as of December 31, 2022.

 Total

 (Level 1)

 (Level 2)

 (Level 3)

 Fair-value – equity securities

 $

 $

 $
 -

 $

 Total Assets measured at fair value

 $

 $

 $
 -

 $

 Business
Segments

 The
Company operates in one segment and therefore segment information is not presented.

 Advertising,
Marketing and Promotional Costs

 Advertising,
marketing, and promotional expenses are expensed as incurred and are included in selling, general and administrative expenses on the
accompanying consolidated statement of operations. For the year ended December 31, 2023 and December 31, 2022, advertising, marketing,
and promotion expense was $ 7,983 and $ 1,740, respectively.

 Property
and equipment

 Property
and equipment consists of furniture and office equipment and is stated at cost less accumulated depreciation. Depreciation is determined
by using the straight-line method for furniture and office equipment, over the estimated useful lives of the related assets, generally
 three to five years.

 F- 10

 Notes

 Expenditures
for repairs and maintenance of equipment are charged to expense as incurred. Major replacements and betterments are capitalized and depreciated
over the remaining useful lives of the related assets.

 Depreciation
expense for the year ended December 31, 2023 and 2022 totaled $ 0 and $ 0 respectively. There were no additions during the year ended December
31, 2023 and 2022 respectively.

 Intangible
Assets

 There
were no additions to Intangible Assets during the year ended December 31, 2023 and 2022, respectively.

 Recently
Issued Accounting Pronouncements

 The
Company has evaluated all new accounting standards that are in effect and may impact its consolidated financial statements and does not
believe that there are any other new accounting standards that have been issued that might have a material impact on its financial position
or results of operations.

 In
August 2020, FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity; Own Equity ("ASU 2020-06"),
as part of its overall simplification initiative to reduce costs and complexity of applying accounting standards while maintaining or
improving the usefulness of the information provided to users of financial statements. Among other changes, the new guidance removes
from GAAP separation models for convertible debt that require the convertible debt to be separated into a debt and equity component,
unless the conversion feature is required to be bifurcated and accounted for as a derivative or the debt is issued at a substantial premium.
As a result, after adopting the guidance, entities will no longer separately present such embedded conversion features in equity and
will instead account for the convertible debt wholly as debt. The new guidance also requires use of the "if-converted" method
when calculating the dilutive impact of convertible debt on earnings per share, which is consistent with the Company's current
accounting treatment under the current guidance. The guidance is effective for financial statements issued for fiscal years beginning
after December 15, 2023, and interim periods within those fiscal years, with early adoption permitted, but only at the beginning of the
fiscal year. The Company is still evaluating the impact of this standard on its financial statements

 Note
4 – Stockholders' Deficit

 Authorized
Ca p ital

 The
Company is authorized to issue 500,000,000 shares of common stock, $ 0.0001 par value, and 50,000,000 shares of preferred stock, $ 0.0001
par value.

 Warrants

 On
October 3, 2019, the Company received $ 40,000 from The Sammy Farkas Foundation in exchange for a promissory note which bears 12 % interest
per annum and matured on October 10, 2020, or upon the Company raising $ 500,000 from outside investors, whichever occurs first. In conjunction
with The Sammy Farkas Foundation agreement the Company issued warrants to purchase 40,000 shares of the Company's common stock
at an exercise price of $ 1.00 per share which expired on October 10, 2022. As of December 31, 2023, there are no warrants outstanding.

 Note
5 – Note Receivable

 On
September 30, 2021, Balance Labs Inc. made a loan to Four Acquisition, Ltd., an unrelated party in the principal amount of $ 22,000 which
loan has an interest rate of 10 % per annum and a maturity date of September 30, 2022. As of December 31, 2023, this receivable is fully
reserved against. For the twelve months ended December 31, 2023 and 2022, the Company recorded $ 0 and $ 0, respectively, of interest income
in relation to this note.

 On
January 29, 2021, Balance Labs Inc. made a loan to Four Acquisitions Ltd., an unrelated party in the principal amount of $ 119,000 which
has an interest rate of 10 % per annum and a maturity date of January 28, 2022. Additionally, in connection with the loan, the Company
received a 20 % interest in the recently acquired business and related assets of Four Acquisitions Ltd. Initially, this investment had
a purchase price of $ 43,000, which was recorded as a discount from the note which will be amortized over the life of the note. The Company
recorded an allowance of 100 % against this receivable of $ 141,000 in 2022.

 F- 11

 Notes

 Note
6 – Related Party Transactions

 The
Company's CEO under a new 2023 agreement earns $ 10,000
per month starting October 1, 2023 through September 30, 2025. The following compensation was recorded within salaries expenses on
the statements of operations: under the new agreement of $ 30,000
in 2023 and $ 30,000
under the old agreement in 2022.

 On
April 1, 2016, the Company received $ 500,000
from Newell Trading Group in exchange for a convertible debenture due April 2, 2017, bearing interest at 10 %
and convertible into common stock at $.25
per share unless the note is paid by the Company prior to the election of the holder to convert. The Company recognized a beneficial
conversion feature expense of $ 500,000
that has been fully amortized. As of December 31, 2023 and December 31, 2022, accrued interest on the note is $ 350,000
and $ 300,000,
respectively. On October 3, 2019, Newell Trading Group assigned its rights and interests in its $ 500,000
convertible debenture to the Sammy Farkas Foundation Inc., (the "Foundation"), a related party. The convertible note
payable, net of debt discount of $ 8,504
and $ 19,845
as of December 31, 2023 and December 31, 2022 of $ 491,496
and $ 480,155,
respectively was recorded under current liability and long term liability, respectively on the balance sheet.

 Schedule
of Convertible Note Payable - Long Term

 2023

 2022

 16 th Avenues Associates

 $

 $

 Debt discount

 ( 8,504
)

 ( 19,845
)

 Convertible note payable – long term

 $
 491,496

 $
 480,155

 The
Foundation then entered into an agreement with the Company to extend the maturity date of the convertible debenture to October
10, 2024 in exchange for 54,000
shares of the Company's stock. The shares have a fair value of $ 56,700
which was recorded as a debt discount and was being amortized over the life of the extension. On November 11, 2019, The Sammy Farkas
Foundation transferred all the rights and interests of the note to another party, 16th Avenue Associates, a non-related party
company. The terms remain the same and the transfer has no effect on the financial statements. During the twelve months ended
December 31, 2023, the Company amortized $ 11,341
of debt discount.

 During
2016, 2017, and 2019 Balance Group LLC loaned an additional $ 66,850
to the Company. The notes are in default and have an accrued interest balance of $ 37,125.
The note balance of $ 66,850
is included in the note payable – related party in current liability as of December 31, 2023 and December 31, 2022.

 On
October 3, 2019, the Company received $ 40,000 from The Foundation in exchange for a promissory note which bears 12 % interest per annum
and matured on October 10, 2020 or upon the Company raising $ 500,000 from outside investors, whichever occurs first. The promissory note
is currently in default, and as of December 31, 2023, accrued interest on the note is $ 23,237. The note balance of $ 40,000 is included
in the note payable – related party in current liability as of December 31, 2023 and December 31, 2022.

 The
promissory note comes with a warrant to purchase 40,000 shares of the Company's stock with an exercise price of $ 1.00 per share
and expired on October 10, 2022. The warrants had a relative fair value of $ 8,283, which was recorded as a debt discount and fully amortized.

 Schedule of Note Payable - Related Party

 2023

 2022

 Balance Group LLC

 $
 66,850

 $
 66,850

 The Foundation

 40,000

 40,000

 Note Payable – related party

 $
 106,850

 $
 106,850

 F- 12

 Notes

 On
September 27, 2021, the Company received $ 50,000 from the CEO in exchange for a convertible promissory note with a face value of $ 53,192
which bears 12 % interest per annum and matures on September 27, 2022, or upon the Company raising $ 250,000 from investors, whichever
occurs first. The note balance of $ 53,192 is included in the convertible notes payable - related party, net of debt discount of $ 0 and
$ 3,428, as of December 31, 2023, and December 31, 2022, respectively. The difference between the amount received and the face value
of $ 3,192 was recorded as a discount and is being amortized over the life of the note. Additionally, the note comes with a beneficial
conversion feature of $ 3,799 which was also recorded as a component of equity in 2021. As of December 31, 2023, the Company has accrued
interest of $ 16,019 and is recorded in the accrued expenses on the balance sheet.

 On
September 30, 2016, Balance Group LLC loaned $ 120,000
as a convertible note payable to the Company at an interest rate of 10 %,
due on October 1, 2017. In addition, the Company issued 600,000
warrants at an exercise price of $ 1
which expired on September 30, 2021. The note is currently in default and is currently recorded under convertible payable –
related party in current liabilities in the balance sheet. The accrued interest balance of $ 87,058
is recorded in the accrued expenses on the balance sheet as of December 31, 2023.

 Schedule of Convertible Note Payable - Related Party

 2023

 2022

 Balance Group LLC

 $
 120,000

 $
 120,000

 Note Payable from CEO

 53,192

 53,192

 Convertible note payable- related party

 $
 173,192

 $
 173,192

 As
of December 31, 2023 and December 31, 2022, the CEO and companies controlled by the CEO have loaned the Company a total of $ 1,673,558
in addition to the convertible notes discussed above. The loans carry an interest rate of 8 %
and mature one year and one day from the date of the loan. These loans of $ 1,673,558
and the accrued interest on these loans of $ 612,289
are in default as of December 31, 2023. These loans of $ 1,673,558
are in default and are reported under short -term advances from related party on the balance sheet as of December 31, 2023 and
December 31, 2022.

 Note
7 – Convertible Notes and Notes Payable

 Notes
Payable

 For
all information regarding the related party note payable see note 6.

 F- 13

 Notes

 Convertible
Notes Payable

 On
April 1, 2016, the Company received $ 500,000 from Newell Trading Group in exchange for a convertible debenture due April 2, 2017,
bearing interest at 10 % and convertible into common stock at $.25 per share unless the note is paid by the Company prior to the
election of the holder to convert. The Company recognized a beneficial conversion feature expense of $ 500,000 that has been fully
amortized. As of December 31, 2022, accrued interest on the note is $ 375,069. On October 3, 2019, Newell Trading Group assigned its
rights and interests in its $ 500,000 convertible debenture to the Sammy Farkas Foundation Inc., (the "Foundation"), a
related party. The Foundation then entered into an agreement with the Company to extend the maturity date of the convertible
debenture to October 10, 2024 in exchange for 54,000 shares of the Company's stock. The shares have a fair value of $ 56,700
which was recorded as a debt discount and amortized over the life of the extension. On November 11, 2019, The Sammy Farkas
Foundation transferred all the rights and interests of the note to another party, 16 th Avenue Associates. The terms
remain the same and the transfer has no effect on the financial statements. The convertible note payable, net of debt discount of
$ 8,504 and $ 19,845 as of December 31, 2023 and December 31, 2022 was $ 491,496 and $ 480,155, respectively, and was recorded under
current liabilities in 2023 and long term liability in 2022 on the balance sheet.

 Schedule
of Convertible Note Payable - Long Term

 Newell Trading Group

 $

 $

 Convertible note payable – long term, gross

 $

 $

 Debt discount

 ( 8,504
)

 ( 19,845
)

 Convertible note payable – long term

 $
 491,496

 $
 480,155

 Note
8 – Commitments and Contingencies

 Litigation,
Claims and Assessments

 In
the normal course of business, the Company may be involved in legal proceedings, claims and assessments arising in the ordinary course
of business. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. In the opinion of management,
the ultimate disposition of these matters will not have a material adverse effect on the Company's condensed consolidated financial
position or results of operations.

 Consultin g
 Fees

 The
Company pays its CEO $ 10,000
per month started October 2023 for a term of 2 years as compensation and recorded in salaries expenses on the consolidated statement of
operations.

 Note 9 – Income Taxes

 Income
Taxes

 On
December 22, 2017, President Trump signed into law the Tax Cuts and Jobs Act (the "TCJA") that significantly reforms the
Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"). The TCJA, among other things, contains significant
changes to corporate taxation, including reduction of the corporate tax rate from a top marginal rate of 35% to a flat rate of 21 %, effective
as of January 1, 2018; limitation of the tax deduction for interest expense; limitation of the deduction for net operating losses to
80% of current year taxable income and elimination of net operating loss carrybacks, in each case, for losses arising in taxable years
beginning after December 31, 2017 (though any such tax losses may be carried forward indefinitely); modifying or repealing many business
deductions and credits, including reducing the business tax credit for certain clinical testing expenses incurred in the testing of certain
drugs for rare diseases or conditions generally referred to as "orphan drugs"; and repeal of the federal Alternative Minimum
Tax ("AMT").

 The
Company has the following net deferred tax asset:

 Schedule
of Deferred Tax Asset Net

 As of

 As of

 Temporary Differences

 $
 255,138

 $
 247,534

 Unrealized gains

 120,135

 120,135

 Impairment losses on investment

 313,925

 324,364

 Net operating loss carryforward

 383,370

 286,626

 Total gross deferred tax assets

 ( 1,072,568

)

 ( 978,659
)

 Net deferred tax assets

 $
 -

 $
 -

 A
reconciliation of the statutory federal income tax rate to the Company's effective tax rate is as follows:

 Summary
of Reconciliation of Statutory Federal Income Tax Rate

 For the Year ended

 For the Year ended

 Expected federal statutory rate

 ( 21.00
)%

 ( 21.00
)%

 State Effect on tax rate, net of federal benefit

 ( 4.35
)%

 ( 4.35
)%

 Permanent differences

 ( 5.75
)%

 ( 5.75
)%

 Change in valuation allowance

 31.10
 %

 31.10
 %

 Income tax provision (benefit)

 -

 -

 As
of December 31, 2023, the Company had approximately $ 1,512,000 of federal and state net operating loss carryovers ("NOLs").
From this amount, $ 711,000 expire after 20 years, and can be carried back 2 years, according to the old tax law, while $627,000 can be
carried forward indefinitely and cannot be carried back, in accordance with the new tax rules. The valuation allowance increased by approximately
$ 93,909 for the year ended December 31, 2023, and increased by $ 114,310 for the year ended December 31, 2022.

 The
Company, after considering all available evidence, fully reserved its deferred tax assets since it is more likely than not that such
benefits may be realized in future periods. The Company has not yet established that it can generate taxable income. The Company will
continue to evaluate its deferred tax assets to determine whether any changes in circumstances could affect the realization of their
future benefit. If it is determined in future periods that portions of the Company's deferred tax assets satisfy the realization
standards, the valuation allowance will be reduced accordingly.

 F- 14

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

 None.

 Item
9A. Controls and Procedures.

 (a)
Evaluation of Disclosure and Control Procedures

 Based
on their evaluation as of the end of the period covered by this annual Report on Form 10-K, our Principal Executive Officer and Principal
Financial Officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(c) and 15d-15(e) under the Exchange
Act) are not effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange
Act is recorded, processed, summarized and reported within the time periods specified in the U.S. Securities and Exchange Commission's
rules and forms and to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange
Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate
to allow timely decisions regarding required disclosure.

 (b)
Management's Report on Internal Control over Financial Reporting

 This
Company's management is responsible for establishing and maintaining internal controls over financial reporting and disclosure
controls. Internal Control Over Financial Reporting is a process designed by, or under the supervision of, the Company's Principal
Executive Officer and Principal Financial Officer, or persons performing similar functions, and effected by the board of directors, management
and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures
that:

 (1)

 Pertain
 to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets
 of the issuer;

 (2)

 Provide
 reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
 generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with
 authorizations of management and directors of the registrant; and

 (3)

 Provide
 reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer's
 assets that could have a material effect on the financial statements.

 Disclosure
controls and procedures are designed to ensure that information required to be disclosed in reports filed under the Securities Exchange
Act of 1934, as amended, is appropriately recorded, processed, summarized, and reported within the specified time periods.

 Management
has conducted an evaluation of the effectiveness of our internal control over financial reporting as of the end of the period covered
by this annual Report on Form 10-K, based on the framework established in Internal Control-Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission ("COSO 2013").

 Based
on this assessment, management concluded that as of the year covered by this annual Report on Form 10-K, it had material weaknesses in
its internal control procedures.

 As
of the year covered by this annual Report on Form 10-K, we have concluded that our internal control over financial reporting was ineffective.
The Company's assessment identified certain material weaknesses which are set forth below:

 Functional
Controls, Lack of Audit Committee and Segregation of Duties

 Because
of the Company's limited resources, there are limited controls over information processing.

 The
Company does not have an audit committee and therefore there is no independent review and independent oversight over the Company's
financial reporting.

 There
is an inadequate segregation of duties consistent with control objectives. Our Company's management is composed of a small number
of individuals resulting in a situation where limitations on segregation of duties exist. In order to remedy this situation, we would
need to hire additional staff to provide greater segregation of duties. Currently, it is not feasible to hire additional staff to obtain
optimal segregation of duties. Management will reassess this matter at end of the fiscal year to determine whether improvement in segregation
of duty is feasible.

 Accordingly,
as the result of identifying the above material weakness we have concluded that these control deficiencies resulted in a reasonable possibility
that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the
Company's internal controls.

 Management
believes that the material weaknesses set forth above were the result of the scale of our operations and are intrinsic to our small size.
Management believes these weaknesses did not have a material effect on our financial results and intends to take remedial actions upon
receiving funding for the Company's business operations.

 This
annual Report on Form 10-K does not include an attestation report of our registered public accounting firm regarding internal control
over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant
to temporary rules of the SEC that permit the Company to provide only management's report herein.

 (c)
Changes in Internal Control over Financial Reporting

 There
were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act,
during our most recently completed fiscal year that have materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.

 Item
9B. Other Information.

 None.

 Item
9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections

 None.

 PART
III

 Item
10. Directors, Executive Officers and Corporate Governance.

 Directors
and Executive Officers

 The
following sets forth information about our directors and executive officers as of the date of this report:

 Name

 Age

 Positions

 D. Farkas

 President,
 Chief Executive Officer and Chairman of the Board

 Ari
 Feldman

 Chief
 Financial Officer

 Carmen
 Villegas

 Secretary
 and Director

D. Farkas, President, Chief Executive Officer and Chairman of the Board

 Mr.
Farkas is serving as the President, Chief Executive Officer and Chairman of the Board of the Company.

 Mr.
Farkas has served as the Chief Executive Officer and Member of the Board of Directors of Car Charging Group, Inc. since 2010. Mr. Farkas
is the founder and manager of The Farkas Group, a privately held investment firm. Mr. Farkas also currently holds the position of Chairman
and Chief Executive Officer of the Atlas Group, where its subsidiary, Atlas Capital Services, a broker-dealer, has successfully raised
capital for a number of public and private clients until it withdrew its FINRA registration in 2007. Over the last 20 years, Mr. Farkas
has established a track record as a principal investor across a variety of industries, including telecommunications, technology, aerospace
and defense, agriculture, and automotive retail.

 Ari
Feldman, Chief Financial Officer

 Mr
Feldman has served as the Chief Financial Officer since May of 2022. Mr Feldman has over 20 years of financial accounting experience
with both Private and Public Company experience. In addition, he is currently a CPA with an active license.

 Carmen
Villegas, Secretary and Director

 Ms.
Villegas has served as Secretary and Director of Balance Labs, Inc. since January 15, 2015. Ms. Villegas is currently the Executive Assistant
at Blink Charging, Inc., a publicly traded company and the Farkas Group, Inc. At both companies, Ms. Villegas assists the President and
CEO in matters such as meeting schedules, appointments, conferences and travel arrangements. Ms. Villegas also assists the accounting
department with file/database maintenance and record-keeping. Ms. Villegas also helps the executives receive and distribute correspondence
to the appropriate department and personnel, as well as other administrative tasks in support of the companies' daily operations.

 Ms.
Villegas holds an Associate in Arts Degree in Business Administration & Accounting and is currently pursuing a Bachelor's Degree
in Business Administration with a minor in Psychology at Florida International University.

 Term
of Office

 Our
directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed
from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the
board.

 We
currently do not have employment agreements with our executive officers and directors.

 Family
Relationships

 There
is no family relationship among any of our directors or executive officers.

 Director
Independence

 For
purposes of determining director independence, we have applied the definitions set out in NASDAQ Rule 4200(a)(15). Under NASDAQ Rule
4200(a)(15), a director is not considered to be independent if he or she is also an executive officer or employee of the corporation
or has been, at any time during the past three years, employed by the company. Accordingly, we do not have any independent director as
of the date of this 10-K.

 Involvement
in Certain Legal Proceedings

 During
the past ten years, none of our directors or executive officers has been:

 the
 subject of any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer
 either at the time of the bankruptcy or within two years prior to that time;

 convicted
 in a criminal proceeding or is subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

 subject
 to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or any
 Federal or State authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any
 type of business, securities or banking activities;

 found
 by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated
 a federal or state securities or commodities law;

 the
 subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently
 reversed, suspended or vacated, relating to an alleged violation of (a) any Federal or State securities or commodities law or regulation;
 (b) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or
 permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order,
 or removal or prohibition order; or (c) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business
 entity; or

 the
 subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization
 (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29)
 of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary
 authority over its members or persons associated with a member.

 Code
of Ethics

 The
Company has not adopted a Code of Ethics applicable to its Principal Executive Officer and Principal Financial Officer.

 Committees
of the Board of Directors

 The
Company has not established any committees of the board.

 Board
of Directors Meetings and Attendance

 The
board of directors held no meetings in 2023. We have no formal policy regarding director attendance at the annual meeting of stockholders.

 Compliance
with Section 16(A) of the Exchange Act

 Because
we do not have a class of equity securities registered pursuant to Section 12 of the Exchange Act, we are not subject to Section.

 Item
11. Executive Compensation.

 The
following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officers and
directors paid by us during the years ended December 31, 2023 and December 31, 2022.

 SUMMARY
COMPENSATION TABLE

 Non-

 Equity
 Incentive

 Non-
 Qualified

 All

 Name and

 Stock

 Option

 Plan

 Deferred

 Other

 Principal

 Salary

 Bonus

 Awards

 Awards

 Compensation

 Compensation

 Compensation

 Totals

 Position

 Year

 ($)

 ($)

 ($)

 ($)

 ($)

 Earnings ($)

 ($)

 ($)

 Michael D. Farkas

 2023

 $
 30,000

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 30,000

 President, CEO, Chairman

 2022

 $
 60,000

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 60,000

 Ari Feldman

 2023

 $
 21,000

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 21,000

 CFO

 2022

 $
 21,000

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 21,000

 Carmen Villegas

 2023

 $

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $

 Secretary and Director

 2022

 $

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $

 Option
Grants Table

 There
were no individual grants of stock options to purchase our common stock made to the executive officers named in the Summary Compensation
Table for the years ended December 31, 2023 and December 31, 2022.

 Long-Term
Incentive Plan Awards Table

 None.

 Employment
Agreements and Consulting Agreements

 Pursuant
to certain consulting agreement between Mr. Farkas and the Company, Mr. Farkas is entitled to a monthly consulting service fee of
$10,000 per month through September 30, 2025. As of the date hereof, Mr. Farkas has not received any payment for his services
provided and such amounts have been accrued.

 Other
than the above, we currently we do not have an employment agreement in place with our officers and directors.

 No
retirement, pension, profit sharing, insurance programs, long-term incentive plans or other similar programs have been adopted by us
for the benefit of our employees. We may however implement such long-term equity incentive plans in the future.

 For
the year ended December 31, 2023, no member of the board of directors was paid any compensation for serving on the board.

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

 The
following table sets forth certain information as of the date hereof with respect to the beneficial ownership of our ordinary shares,
the sole outstanding class of our voting securities, by (i) each stockholder known to be the beneficial owner of 5% or more of the outstanding
ordinary shares of the Company, (ii) each executive officer and director, and (iii) all executive officers and directors as a group.
Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting
or investment power with respect to securities. Ordinary shares subject to options, warrants or convertible securities exercisable or
convertible within 60 days as of the date hereof are deemed outstanding for computing the percentage of the person or entity holding
such options, warrants or convertible securities but are not deemed outstanding for computing the percentage of any other person. Unless
otherwise indicated, the address of all listed stockholders is c/o Balance Labs, Inc., 407 Lincoln Road, Suite 701, Miami Beach, FL 33139.

 Name

 Number of Shares
 Beneficially Owned
 (3)(4)

 Percent of Class (1)

 Michael D. Farkas (2)

 12,987,415

 59.9
 %

 Carmen Villegas

 150,000

 *

 All Executive Officers and Directors as a group (3 individuals)

 13,137,415

 60.6
 %

 5% or Greater Shareholders

 Balance Holdings LLC (2)

 11,888,889

 54.99
 %

 Shilo Holding Group LLC (2)

 1,098,526

 5.08
 %

 The Sammy Farkas Foundation

 5,614,000

 25.9
 %

 (1)

 Based
 on 21,674,000 shares of common stock outstanding as of March 31, 2023.

 (2)

 D. Farkas holds 11,888,889, 1,400 and 1,098,526 shares of common stock through Balance Holdings, LLC, Shilo Security Solutions, Inc,
 and Shilo Holding Group LLC, respectively.

 (3)

 Beneficial
 ownership is determined in accordance with Rule 13D-3(a) of the Exchange Act and generally includes voting or investment power with
 respect to securities.

 (4)

 The
 percentages in the table have been calculated on the basis of treating as outstanding for a particular person, all shares of our
 common stock outstanding on that date and all shares of our common stock issuable to that holder in the event of exercise of outstanding
 options, warrants, rights or conversion privileges owned by that person at that date which are exercisable within 60 days of that
 date. Except as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares of
 our common stock owned by them, except to the extent that power may be shared with a spouse.

 *Less
than 1%

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

 Except
as set forth in our discussion below none of our directors, director nominees or executive officers has been involved in any transactions
with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules
and regulations of the SEC.

 The
Company's CEO earns $10,000 per month. The following compensation was recorded within salaries on the statements of operations:
$30,000 and $60,000 for the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023, $210,000 of compensation was
unpaid and was included in accounts payable on the balance sheet.

 On
December 31, 2016, the CEO loaned $120,000 as a convertible note payable to the Company at an interest rate of 10%, due on October 1,
2017. In addition, the Company issued 600,000 warrants at an execution price of $1.00 which expired on October 1, 2019. The note is currently
in default and has an accrued interest balance of $87,058. See Note 8.

 During
2016, 2017, and 2019, Balance Group loaned an additional $66,850 at an interest rate of 8%. The notes are currently in default and have
an accrued interest balance of $37,125.

 On
June 27, 2021, the Company received $50,000 from the CEO in exchange for a convertible promissory note with a face value of $53,192 which
bears 12% interest per annum and matures on June 27, 2022 or upon the Company raising $250,000 from investors, whichever occurs first.
The difference between the amount received and the face value of $3,192 was recorded as a discount and is being amortized over the life
of the note. Additionally, the note comes with a beneficial conversion feature of $3,799 which was also recorded as a discount and is
being amortized over the life of the note. As of December 31, 2021 the Company has accrued interest of $16,018.

 As
of December 31, 2023, the CEO and companies controlled by the CEO have loaned the Company a total of $1,673,558 in addition to the convertible
note discussed above. The loans carry an interest rate of 8% and mature one year and one day from the date of the loan. The Company accrued
interest of $612,289 on the loans and these loans are in default as of December 31, 2023.

 On
April 1, 2016, the Company received $500,000 from Newell Trading Group in exchange for a convertible debenture due April 2, 2017 bearing
interest at 10% and convertible into common stock at $.25 per share unless the note is paid by the Company prior to the election of the
holder to convert. The Company recognized a beneficial conversion feature expense of $500,000 that has been fully amortized. As of December
31, 2023, accrued interest on the note is $387,671. On October 3, 2019, Newell Trading Group assigned its rights and interests in its
$500,000 convertible debenture to the Sammy Farkas Foundation Inc., (the "Foundation"), a related party. The Foundation then
entered into an agreement with the Company to extend the maturity date of the convertible debenture to October 10, 2024 in exchange for
54,000 shares of the Company's stock. The shares have a fair value of $56,700 which was recorded as a debt discount and amortized
over the life of the extension. On November 11, 2019, The Sammy Farkas Foundation transferred all the rights and interests of the note
to another party, 16th Avenue Associates. The terms remain the same and the transfer has no effect on the financial statements.

 On
October 3, 2019, the Company received $40,000 from The Foundation in exchange for a promissory note which bears 12% interest per annum
and matured on October 10, 2020 or upon the Company raising $500,000 from outside investors, whichever occurs first. The promissory note
comes with a warrant to purchase 40,000 shares of the Company's stock with an exercise price of $1.00 per share and expires on
October 10, 2022. The promissory note has accrued interest of $23,237 as of December 31, 2023. The warrants have a relative fair value
of $8,283, which was recorded as a debt discount and amortized over the life of the note. As of December 31, 2023, the note is in default
and debt discount is fully amortized.

 On
November 18, 2020, the Company executed a two (2) year, third-party consulting agreement for various corporate services. In connection
with this agreement, and with the effectiveness of the Company's Form S-1 registration statement, the Company was entitled to compensation
as follows:

1,000,000 shares of common stock for past services provided through the effective date of consulting agreement,

$200,000, upon completion of IP which was completed on September 14, 2021,

during the first year of the agreement, $25,000 per month, with the 1 st payment due 30 days after the completion of the Company's
IPO,

during the second year of the agreement, $22,500 per month; and

on each anniversary of the agreement, 500,000 shares of common stock

 At December 31, 2023, the Company owned
66,432 shares after a reverse stock split adjustment of 1 for 3.763243 and the fair value of the investment in EZFill Holdings, Inc.
was reported on the balance sheet as Investment at fair value - related party totaling $107,912 ($1.62/share). Recorded an
adjustment of ($40,896) for the twelve months ending December 31, 2023, as unrealized loss on securities.

Farkas, the Company's Chief Executive Officer, beneficially owns approximately 26.1% of the outstanding common stock of EZFill
Holdings Inc.

 Item
14. Principal Accountant Fees and Services.

 The
following table presents for each of the last two fiscal years the aggregate fees billed in connection with the audits of our consolidated
financial statements and other professional services rendered by our independent registered public accounting firm, Assurance Dimensions
for the fiscal year 2023 and 2022.

 2022

 2023

 Audit Fees (1)

 $
 36,000

 $
 36,000

 Audit-Related Fees (2)

 —

 —

 Tax Fees (3)

 —

 —

 All Other Fees (4)

 —

 —

 Total Accounting fees and Services

 $
 36,000

 $
 36,000

 1)

 Audit
 Fees. These are fees for professional services for the audit of our annual consolidated financial statements, and for the review
 of the consolidated financial statements included in our filings on Form 10-K and Form 10-Q, and for services that are normally provided
 in connection with statutory and regulatory filings or engagements.

 2)

 Audit-Related
 Fees. These are fees for assurance and related services by the principal accountant that are reasonably related to the performance
 of the audit or review of the registrant's consolidated financial statements.

 3)

 Tax
 Fees. These are fees for professional services rendered by the principal accountant with respect to tax compliance, tax advice and
 tax planning.

 4)

 All
 Other Fees. These are fees for products and services provided by the principal accountant, other than the services reported above.

 PART
IV

 Item
15. Exhibits, Financial Statement Schedules.

 a)

 We
 have filed the following documents as part of this Annual Report:

 1.

 Financial Statements

 The
financial statements are included in Item 8. "Consolidated Financial Statements and Supplementary Data."

 2.

 Financial Statement Schedules

 All
schedules are omitted as information required is inapplicable or the information is presented in the consolidated financial statements
and the related notes.

 3.

 Exhibits

 The
following is a list of exhibits filed with this Annual Report incorporated herein by reference (numbered in accordance with Item 601
of Regulation S-K):

 Exhibit

 No.

 Title

 3.1

 Certificate of Incorporation (1)

 3.2

 By-laws (1)

 4.2

 10% Convertible Debenture by and between the Company and Newel dated April 1, 2016 (3)

 4.3

 Warrant to Purchase Common Stock by and between the Company and Newel dated April 1, 2016 (3)

 4.4

 Description of Securities (6)

 4.5

 Convertible Promissory Note dated June 28, 2021 (5)

 10.1

 Consulting Agreement between Michael Farkas and the Company dated February 6, 2015 (1)

 10.2

 Service Agreement between Bang Holdings Corp. and the Company dated August 22, 2014 (1)

 10.3

 Form of Securities Purchase Agreement dated September 17, 2015, by and between Balance Labs, Inc. and certain investors (2)

 10.4

 Investment Agreement by and between the Company and Newel dated April 1, 2016 (3)

 10.5

 Registration Rights Agreement by and between the Company and Newel dated April 1, 2016 (3)

 10.6

 Promissory Note between Four Acquisitions Tech LTD and Balance Labs, Inc. dated September 30, 2021 (6)

 10.7

 Promissory Note between Four Acquisitions Tech Ltd. and Balance Labs, Inc. dated January 29, 2021 (6)

 10.8

 Form of Promissory note (6)

 21.1

 Subsidiaries (4)

 31.1

 Certification of principal executive officer pursuant to Section 3.02 of the Sarbanes-Oxley Act of 2002*

 31.2

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

 32.1

 Certification of principal executive officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**

 32.2

 Certification of principal financial officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**

 97.1

 Balance Labs, Inc. Clawback Policy*

 101.INS

 101.SCH

 101.CAL

 101.LAB

 101.PRE

 101.DEF

 Cover

 *

 Filed
 herewith

 **

 Furnished
 herewith

 (1)

 by reference to the Registration Statement on Form S-1 filed with the SEC on March 24, 2015.

 (2)

 by reference to the Quarterly Report on Form 10-Q filed with the SEC on November 16, 2015.

 (3)

 by reference to the Current Report on Form 8-K filed with the SEC on April 8, 2016.

 (4)

 by reference to the Annual Report on Form 10-K filed with the SEC on Mary 28, 2020.

 (5)

 by reference to the Quarterly Report on Form 10-Q filed with the SEC on November 19, 2021.

 (6)

 by reference to the Annual Report on Form 10-K filed with the SEC on March 31, 2022.

 Item
16. Form 10-K Summary.

 Not
applicable.

 SIGNATURES

 Pursuant
to the requirement of Section 13 or 15(d) of the Securities Exchange Act, the registrant caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized on the 15 th of April, 2024.

 LABS, INC.

 By:

 /s/
 Michael D. Farkas

 D. Farkas

 President,
 Chief Executive Officer and Chairman of the Board

 (Principal
 Executive 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/
 Michael D. Farkas

 President,
 Chief Executive Officer

 April
 15, 2024

 D. Farkas

 and
 Chairman of the Board

 (Principal
 Executive Officer and Principal Financial Officer)

 /s/
 Ari Feldman

 Chief
 Financial Officer

 April
 15, 2024

 Ari
 Feldman

 (Principal
 Financial Officer)

 /s/
 Carmen Villegas

 Secretary
 and Director

 April
 15, 2024

 Carmen
 Villegas