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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

 (Mark
One)

 Annual
 Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 For
the Fiscal Year Ended December 31, 2023

 Transition
 Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 For
the Transition Period from __________ to _______

 Commission
File Number: 000-52942

 BLUE

 (Name
of small business issuer in its charter)

 Nevada

 20-5543728

 (State
 or other jurisdiction

 of
 incorporation or organization)

 (I.R.S.
 employer

 identification
 number)

 5765
 Logan Street

 Denver,
 CO

 80216

 (Address
 of principal executive offices)

 (Zip
 code)

 Registrant's
telephone number: (800) 844-5576

 Securities
Registered Pursuant to Section 12(b) of the Act:

 Title
 of each class

 Trading
 Symbol

 Name
 of each exchange on which registered

 None

 None

 None

 Securities
Registered Pursuant to Section 12(g) of the Act:

Stock, $0.001 par value

 (Title
of class)

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 Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes No

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

by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K.

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

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
filer

 Smaller
 reporting company

 Emerging
 growth company

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

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 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. Yes No

 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 o cers during the relevant recovery period pursuant to §240.10D-1(b).

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

 The
aggregate market value of the voting and non-voting stock held by non-affiliates of the registrant as of June 30, 2023 was approximately
$ 1,144,000.

 As
of April 1, 2024 the registrant had 8,250,144 outstanding shares of common stock.

 DOCUMENTS
INCORPORATED BY REFERENCE

 None.

 BLUE

 FORM

 For
the year ended December 31, 2023

 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

 Mine Safety Disclosures

 Item
 5.

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

 Item
 6.

 Selected Financial Data

 Item
 7.

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

 Item
 7A.

 Quantitative and Qualitative Disclosures About Market Risk

 Item
 8.

 Financial Statements and Supplementary Data

 Item
 9.

 Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

 Item
 9A

 Controls and Procedures

 Item
 9B.

 Other Information

 Item
 10.

 Directors, Executive Officers and Corporate Governance

 Item
 11.

 Executive Compensation

 Item
 12.

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

 Item
 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item

 Principal Accounting Fees and Services

 PART
 IV

 Item
 15.

 Exhibits, Financial Statement Schedules

 FORWARD
LOOKING STATEMENTS

 This
Annual Report contains forward-looking statements about our business, financial condition and prospects that reflect our management's
assumptions and beliefs based on information currently available. We can give no assurance that the expectations indicated by such forward-looking
statements will be realized. If any of our assumptions should prove incorrect, or if any of the risks and uncertainties underlying such
expectations should materialize, our actual results may differ materially from those indicated by the forward-looking statements.

 The
key factors that are not within our control and that may have a direct bearing on operating results include, but are not limited to,
acceptance of our services, our ability to expand our customer base, managements' ability to raise capital in the future, the retention
of key employees and changes in the regulation of our industry.

 There
may be other risks and circumstances that management may be unable to predict. When used in this report, words such as, "believes,"
"expects," "intends," "plans," "anticipates," "estimates" and similar
expressions are intended to identify and qualify forward-looking statements, although there may be certain forward-looking statements
not accompanied by such expressions.

 PART
I

 ITEM
 1.

 DESCRIPTION
 OF BUSINESS

 We
were originally incorporated in Nevada on September 11, 2006, under the name The Engraving Masters, Inc. (the "Company").

 On
May 2, 2014, we changed our name to Blue Line Protection Group, Inc.

 On
February 8, 2021, our directors approved a 100-for-1 reverse split of our common stock. The reverse stock split became effective in the
public market in July 2021.

 We
provide armed protection and transportation, currency processing and training, and compliance services for businesses engaged in the
legal cannabis industry. During the year ended December 31, 2023 approximately 45% of our revenue was derived from transportation services.
The remaining 55% of our revenue was derived from currency processing services (54%) and training and compliance services (1%).

 Our
operations are based out of the Denver, Colorado and Phoenix, Arizona metropolitan areas. Our corporate headquarters are located at 5765
Logan Street, Denver, CO 80216.

 Principal
Services

 Cultivation
facilities are the producers of legal cannabis that eventually make its way to consumers. Growers' operations typically span a
large geographic footprint, making them susceptible to theft, as are shipments from the growers to testing laboratories or to retail
dispensaries. Additionally, due to current federal marijuana legislation and banking environment, growers are finding it increasingly
difficult to secure their cash, purchase equipment and obtain financing for expansion.

 Dispensaries
are the retail face of the legal cannabis industry. All legal sales of cannabis products are transacted through dispensaries that are
state-licensed. To maintain their licenses, dispensaries must comply with a variety of state-mandated reporting requirements, including
reporting every gram of cannabis passing in and out of the store. Dispensaries also face financing and banking challenges similar to
those that growers encounter.

 We
do not grow, test or sell cannabis.

 Our
services cover the following:

 Protection
and Transportation

 Fundamental
to the legal cannabis industry is the protection of product and cash throughout the distribution channel. Manufacturers ship samples
of their product to independent laboratories where the samples are tested for compliance with state-mandated parameters. If the
samples are in compliance, the product is then shipped to the retail dispensaries, where it is sold to the public.

 Due
to the current banking and regulatory environments, payments between each step in the distribution network are predominantly made in
cash from the customer. Therefore, these businesses are forced into having to transport bags of money between
growers and dispensaries and their own vaults or storage facilities.

 The
risk of theft of cash and product is present at every stage, even when they are not in transit. Accordingly, all cannabis businesses
require security measures to prevent theft, mitigate risk to employees and maintain regulatory compliance.

 We
began our security and protection operations in Colorado in February 2014. Since that time, we have become one of the largest legal cannabis
protection services companies in the state. We offer a fully integrated approach to managing the movement of cannabis and cash from growers
through dispensaries via armed and armored transport, currency processing, vaulting and related credit. Currency processing services
generally include counting, sorting and wrapping currency.

 In
2018 we expanded our operations into Arizona and Nevada, and in 2022 we began servicing the New Mexico market.

 We
currently supply asset protection via armored transportation and currency processing services to licensees in Colorado, Arizona, Nevada
and New Mexico, out of our two business locations. We are focused on encompassing all compliance needs on behalf of our clients, as mandated
by the State and Federal authorities for the protection, transport and sale of cannabis.

 Banking

 The
banking system in the U.S. is, in most states, federally regulated. Possession or distribution of marijuana violates federal law,
and banks that provide support for those activities face the risk of prosecution and assorted sanctions. Currently, almost all
payments for the sales of cannabis are made in cash, due the inability of sellers to obtain merchant processing accounts. As a
result, processing money from marijuana sales puts federally insured banks at risk of drug trafficking and racketeering charges, so
they've refused to open accounts for marijuana-related businesses.

 Marijuana
businesses that can't use banks may have too much cash they can't safely put away, leaving them vulnerable to criminals.
Jurisdictions that allow cannabis sales want a channel to receive taxes, so safely securing cash is of paramount importance.

 In
February 2014, the Obama administration gave banks a road map for conducting transactions with cannabis sellers operating within state
regulations so these companies can deposit cash, make payroll and pay taxes like a traditional business. The move was designed to let
financial institutions serve such businesses while ensuring that they know their customers' legitimacy and remain obligated to
report possible criminal activity.

 We
have created a means for the banks to validate compliance with the federal mandate mentioned above. Currently only a security company
could match the compliance requirements as only we can vertically integrate the source of funds through the Federally required 12 steps,
summarized as from grow, to sale, (to those of approved age or license), to purchaser, to funds received, to where the funds were held,
to vault, to third party validation, to tax, to profits, to access to the banking system etc. We are uniquely positioned, through a number
of partnership and cooperation agreements, to provide banking solutions to our clients.

 Compliance

 Laws
concerning business procedures and practices are changing across the nation. It's hard to keep up with all the changes, and business
owners have to balance their day-to-day operations with remaining compliant with and responsive to regulatory agencies. Blue Line Protection
Group provides daily on-site compliance verification to ensure that local business owners are operating lawful and inspection-ready establishments.
Our security experts, trained in "crime prevention through environmental design" (CPTED) techniques, can provide crucial advice about enhancing
the interior and exterior security of your establishment.

 We
communicate regularly with local and national government representatives to ensure that we remain the top-tier security and protection
group in the states where we do business. Retail establishments aren't the only ones who have to remain compliant with the pertinent laws - we do, as
well.

 With
the addition of our compliance module clients can be confident they will not lose their license for some small or large error by their
staff that might put their cannabis license in jeopardy. Their license being, in most instances, their most valuable asset. We are relieving
them of several burdens they are ill suited to comply with. (Most licensees were formally acting outside the law prior to the legislation
and have little to no compliance experience).

 Training

 Many
of our security personnel have established military or police backgrounds. We ensure our employees are prepared to offer clients, their
staff and customers a safe and secure environment. All members of our armored transportation team and security operators are required
to undertake our mandatory, rigorous 40-hour introductory compliance and training curriculum created and supervised by veteran law enforcement
officers. They also undergo required annual training and firearm requalification to maintain proper
licensing.

 In
addition to internal training, we also offer other businesses, houses of worship and the general public a wide variety of safety, security
and personal defense courses and firearms training.

 Growth
Strategy

 1.

 Expand
 into new markets to establish first-mover advantages.

 2.

 Market
 ourselves through strategic alliances and affiliations.

 3.

 Acquire
 or joint venture with guard and alarm businesses throughout the USA if they represent good value and a good fit with our expansion
 plans. Organic growth will not suffice for the rapid growth of this industry and our ability to provide service immediately requires
 variations of this strategy.

 4.

 Increase
 our client base to the participants in the cannabis value chain. Offering our superior chain of control compliance and software.

 5.

 Develop
 and offer value-added, complementary or supplementary services.

 The
development of the legal markets for cannabis is a function of state legislation. As a result, while specific markets may not be currently
available, we actively monitor the progress of legislation and know with some degree of certainty when new geographic markets will be
coming on line. This allows us to target our limited sales and marketing resources to those new markets. In this way, we believe the
current legislative environment works in our favor - if the whole country were currently a potential market our limited resources would
result in an inability to effectively cover all potential market territories. With limited markets open we can better cover those available
territories.

 Marketing

 Virtually
all of our sales, to date, have been generated without using paid media. Our armed operators conduct the majority of our marketing and
advertising efforts. Several of our operators are former police officers or military personnel and are the face of our company. They
interact with business owners, employees, and customers on a daily basis. As such, they generate significant brand awareness and word-of-mouth
goodwill. Complementary to this, our sales team and our management actively engage with business owners directly to generate awareness
of our company and the services we provide, as well as to identify the potential for sales or referrals.

 In
addition to a direct sales approach and word-of-mouth advertising, we have been featured in news articles and video documentaries by
outlets such as the Wall Street Journal, USA Today, Fortune and CNBC, which have served to increase brand awareness nationwide. We have
also attended a variety of industry trade shows and have been granted membership in industry groups.

 Industry
Background

 The
total market for marijuana, is estimated to exceed the economic value of corn and wheat combined. Marijuana is widely considered the
largest cash crop in the United States. Businesses have been positioning themselves for years, each trying to establish a leadership
position in the legal cannabis industry, projected to reach as high as $37 billion in retail sales by 2024.

 Competition

 We
believe the primary factors in attracting and retaining customers are expertise, service quality, and price. Our competitive advantages
include:

 Brand
 name recognition;

 Reputation;

 Expertise
 in regulatory and banking compliance;

 Operational
 excellence;

 Cash
 processing, transportation and storage capabilities;

 Security
 and logistics infrastructure;

 Services
 beyond transportation and banking services, where we become intimate to the business's continuance and success through mandatory
 standards of compliance; and

 Economies
 of scale as we increase the amount and number of items we securely transport.

 Our
cost structure is generally competitive, although certain competitors may have lower costs due to a variety of factors, including lower
wages, lower initial and ongoing training requirements, less costly employee benefits, or less stringent security and service standards.
We anticipate facing competitive pricing pressure in many markets; however, we plan to resist competing on price alone. We believe our
high levels of service and security, as well as value-added solutions, differentiates us from competitors.

 We
compete with companies of all sizes in a variety of geographies that offer solutions that compete with single elements of our platform,
such as regulatory compliance, armored transportation services and cash processing. The security services industry is a large and competitive
market. More specifically, however, the market for security and storage solutions as it pertains to legal marijuana companies is a
nascent market, resulting in a highly fragmented and fractured marketplace. Some of the companies we compete with are much larger than
us, and such companies have significantly greater resources than us. None of the large security companies, such as Brinks, Argyle, Tyco
or Torment, are currently competing in this market segment, although there can be no guarantee this trend will continue.

 Significantly
all of our current and potential traditional competitors have longer operating histories, larger customer or user bases, greater brand
recognition and significantly greater financial, marketing and other resources than we do. Our competitors may be able to secure experienced
employees, accommodate customers more efficiently and adopt more aggressive pricing policies than we can. Many of these current and potential
competitors can devote substantially more resources to advertising, marketing and attracting experienced talent than we can. In addition,
larger, more well-established and financed entities may acquire, invest in or form joint ventures with our competitors.

 Government
Regulation

 In
most jurisdictions we are required to obtain government approval to provide security and/or investigative services. We expect to make
every effort to comply with all existing and pending regulatory conditions and licensing requirements in each state we currently or potentially
operate in.

 Continued
development of the marijuana industry is dependent upon continued legislative authorization of marijuana at the state and federal
levels. Any number of factors could slow or halt progress in this area. Further, progress, while encouraging, is not assured. While
there may be ample public support for legislative action, numerous factors impact the legislative process. Any one of these factors
could slow or halt use of marijuana, which would negatively impact our proposed business.

 Marijuana
is a Schedule-I controlled substance and is illegal under federal law. Even in those states in which the use of marijuana has been
legalized, its use remains a violation of federal laws. There are currently 38 states and the District of Columbia allowing its
citizens to use Medical Marijuana. Additionally, 24 states and Washington D.C. have legalized cannabis for adult recreational use.
The state laws are in conflict with the federal Controlled Substances Act, which makes marijuana use and possession illegal on a
national level. The former Obama administration has effectively stated that it is not an efficient use of resources to direct
federal law enforcement agencies to prosecute those lawfully abiding by state-designated laws allowing the use and distribution of
medical marijuana. However, any administration could change this policy and decide to enforce the federal laws strongly. Active
enforcement of the current federal regulatory position on cannabis may thus indirectly and adversely affect our revenues and
profits. Any such change in the federal government's enforcement of current federal laws could cause significant financial
damage to us. While we remain non-plant touching and do not intend to harvest, distribute or sell cannabis, we may be irreparably
harmed by a change in enforcement by the Federal or state governments that affects our customers' businesses.

 Intellectual
Property

 We
are developing proprietary streamlined government-certified software capable of tracking all movements of cannabis products through to
cash to taxes paid to deposits with the Federal Reserve Bank. The technology behind our software is being engineered and developed by
subcontractors, and we consider it proprietary and confidential, and protected under trade secret laws. We have not sought to patent
our aspect of this technology; however, we have not yet determined if we will seek to patent any aspect of the software in the future.

 We
plan to protect our proprietary and confidential information through a series of non-compete and non-disclosure contracts with our employees,
contractors and other interested parties. The law of protection of confidential information effectively allows a perpetual monopoly in
secret information, and it does not expire as would a patent. The lack of formal protection, however, means that a third party is not
prevented from independently duplicating and using the secret information once it is discovered.

 Number
of employees

 As
of April 1, 2024, we had 31 full and part-time employees, some of which are former military or law enforcement professionals.

 Properties

 We
lease our offices in Denver, Colorado pursuant to a lease which expires on October 26, 2026. We have the option to extend the term of
the lease for two additional five-year periods. The lease requires rental payments of approximately $11,487 per month which increases
2% annually.

 We
lease our offices in Phoenix, Arizona pursuant to a lease which expires on May 31, 2028. We have the option to extend the term of the
lease for one additional five-year period. The lease requires rental payments of approximately $6,380 per month which increases 4% annually.

 ITEM
 1A.

 RISK
 FACTORS

 Not
applicable.

 ITEM
 1B.

 UNRESOLVED
 STAFF COMMENTS

 None.

 ITEM
 1C.
 CYBERSECURITY

 We
have not adopted a Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer,
principal accounting officer, or persons performing similar functions since one person, Daniel Allen, serves in all the
above capacities.

 Companies
such as ours face a variety of risks, including financial reporting, legal, credit, liquidity, operational, health, safety and cybersecurity
risks. The Board believes an effective risk management system will (1) identify the material risks that we face in a timely manner, (2)
communicate necessary information with respect to material risks to senior executives and, as appropriate, to our directors (3) implement
or oversee implementation of appropriate and responsive risk management and mitigation strategies consistent with our risk profile, and
(4) integrate risk management into our decision-making.

 Our
Board oversees risk management after receiving briefings from Integris IT and also based on its own analysis and conclusions regarding
the adequacy of our risk management processes. The Board continuously evaluates and manages material risks including geopolitical and
enterprise risks, financial risks, environmental risks, health and safety risks and cybersecurity risks. Integris IT informs our directors
about any cybersecurity risks and monitors the prevention, detection, mitigation, and remediation of cybersecurity incidents.

 Integris
IT, which provides security systems and firewalls for our computer and data network, is responsible for assessing and managing cybersecurity
risks, which may affect us. Integris IT is experienced in assessing and managing cybersecurity risks as a result of providing computer
and data network security systems for its clients.

 To
date we have not experienced any cybersecurity threats and any risks from cybersecurity threats have not materially affected, and are
not reasonably likely to materially affect, our business strategy, results of operations, or financial condition.

 ITEM
 2.

 PROPERTIES

 See
Item 1. Business.

 ITEM
 3.

 LEGAL
 PROCEEDINGS

 None.

 ITEM
 4.

 MINE
 SAFETY DISCLOSURES

 None.

 PART
II

 ITEM
 5.

 MARKET
 FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND MARKET INFORMATION FOR COMMON STOCK

 The
high and low closing prices of our common stock for the periods indicated are set forth below. These closing prices do not reflect retail
mark-up, markdown or commissions.

 Year ended December 31, 2023

 High

 Low

 First Quarter

 $
 0.18

 $
 0.15

 Second Quarter

 $
 0.18

 $
 0.11

 Third Quarter

 $
 0.14

 $
 0.05

 Fourth Quarter

 $
 0.10

 $
 0.05

 Year ended December 31, 2022

 High

 Low

 First Quarter

 $
 0.50

 $
 0.31

 Second Quarter

 $
 0.41

 $
 0.12

 Third Quarter

 $
 0.45

 $
 0.17

 Fourth Quarter

 $
 0.25

 $
 0.15

 As
of April 1, 2024 we had 8,250,144 outstanding shares of common stock held by approximately 216 shareholders of record. Our transfer
agent is Pacific Stock Transfer Company, 4045 South Spencer Street, Suite 403, Las Vegas, NV 89119, phone (702) 361-3033.

 ITEM
 6.

 SELECTED
 FINANCIAL DATA

 Not
applicable.

 ITEM
 7.

 MANAGEMENT'S
 DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

 Certain
statements set forth below under this caption constitute forward-looking statements. See "Forward-Looking Statements" preceding
Item 1 of this Annual Report on Form 10-K for additional factors relating to such statements.

 You
should read the following discussion and analysis of financial condition and results of operations in conjunction with the consolidated
financial statements and related notes appearing elsewhere in this Report.

 Results
of Operations

 Material
changes in line items in our Statement of Operations for the year ended December 31, 2023 as compared to the same period last year, are
discussed below:

 Increase
 (I) or

 Item

 Decrease
 (D)

 Reason

 Revenue

 (I)

 Increase in customers

 Gross Profit

 (I)

 Increase in revenue and
 decrease in expenses

 General and Administrative Expenses

 (D)

 Reduced budget for expenses

 Interest expense

 (D)

 Adjustment
to how loan payments were applied

 Loss on derivate securities

 (D)

 Change
in stock price

 Capital
Resources and Liquidity

 Our
material sources and <uses> of cash during the years ended December 31, 2023 and 2022 were:

 2023

 2022

 $

 $

 Cash provided by <used in> operations

 745,546

 369,471

 Purchase of property, plant and equipment

 (117,216
)

 (33,725
)

 Loan payments

 (322,623
)

 (717,850
)

 Loan proceeds

 98,637

 -

 General

 See
Notes 6 and 7 to the financial statements included as part of this report for information concerning our notes payable.

 Other
than as disclosed above, we do not anticipate any material capital requirements for the twelve months ending March 31, 2025.

 Other
than as disclosed elsewhere in this report, we do not know of any trends, demands, commitments, events or uncertainties that will result
in, or that are reasonable likely to result in, our liquidity increasing or decreasing in any material way.

 Other
than as disclosed in this Item 7, we do not know of any significant changes in our expected sources and uses of cash.

 We
do not have any commitments or arrangements from any person to provide us with any equity capital. During the next 12 months, we anticipate
that we will incur approximately $1.860.000 of general and administrative expenses in order to execute our current business plan. We
also plan to incur sales, marketing, research and development expenses during the next 12 months. We may need to obtain additional financing
to continue our operations. We may not be able to obtain additional funding on terms that are favorable to us or at all. We may not be
able to obtain sufficient funding to continue our operations, or if we do receive funding, to generate adequate revenues in the future
or to operate profitably in the future. These conditions raise substantial doubt about our ability to continue as a going concern.

 Off-Balance
Sheet Arrangements

 We
have not entered into any off-balance sheet arrangements.

 Critical
Accounting Policies

 Management
considers the following policies critical because they are both important to the portrayal of our financial condition and operating results,
and they require management to make judgments and estimates about inherently uncertain matters.

receivable. Accounts receivable are stated at the amount we expect to collect from outstanding balances and do not bear interest.
We provide for probable uncollectible amounts through an allowance for doubtful accounts, if an allowance is deemed necessary. The allowance
for doubtful accounts is our best estimate of the amount of probable credit losses in our existing accounts receivable; however, changes
in circumstances relating to accounts receivable may result in a requirement for additional allowances in the future. On a periodic basis,
management evaluates its accounts receivable and determines the requirement for an allowance for doubtful accounts based on its assessment
of the current and collectible status of individual accounts with past due balances over 90 days. Account balances are charged against
the allowance after all collection efforts have been exhausted and the potential for recovery is considered remote.

 Revenue
recognition. As all of our Revenue is generated from services offerings, Revenue recognition is the same for each of our revenue
streams. We recognize revenue when all of the following conditions are satisfied: (1) there is persuasive evidence of an arrangement;
(2) the service has been provided to the customer; (3) the amount of fees to be paid by the customer is fixed or determinable; and (4)
the collection of its fees is reasonably assured.

 Stock-based
compensation. The Company records stock based compensation in accordance with the guidance in ASC Topic 505 and 718, which requires
the Company to recognize expenses related to the fair value of our employee stock option awards. This eliminates accounting for share-based
compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based
method. We recognize the cost of all share-based awards on a graded vesting basis over the vesting period of the award.

 The
Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance
with FASB ASC 718-10 and the conclusions reached by the FASB ASC 505-50. Costs are measured at the estimated fair market value of the
consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value
of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment
or completion of performance by the provider of goods or services as defined by FASB ASC 505-50.

 Significant
Accounting Policies

 See
Note 2 to the financial statements included as part of this report for a description of our significant accounting policies.

 Recent
Accounting Pronouncements

 From
time to time, the FASB or other standards setting bodies issue new accounting pronouncements. Updates to the FASB ASCs are communicated
through issuance of an Accounting Standards Update ("ASU"). Unless otherwise discussed, we believe that the impact of recently
issued guidance, whether adopted or to be adopted in the future, is not expected to have a material impact on our consolidated financial
statements upon adoption.

 To
understand the impact of recently issued guidance, whether adopted or to be adopted, please review the information provided in Note 2
- Summary of Significant Accounting Policies to our consolidated financial statements included as part of this Report.

 ITEM
 7A.

 QUANTITATIVE
 AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

 Not
applicable.

 ITEM
 8.

 FINANCIAL
 STATEMENTS AND SUPPLEMENTARY DATA

 Our
financial statements are contained later in this report beginning on page F-1.

 ITEM
 9.

 CHANGES
 IN AND DISAGREEMENTS WITH ACCOUNTANTS

 None

 ITEM
 9A

 CONTROLS
 AND PROCEDURES

 Conclusion
Regarding the Effectiveness of Disclosure Controls and Procedures

 We
maintain a set of disclosure controls and procedures designed to ensure that information required to be disclosed by us in the
reports filed under the Securities Exchange Act, is recorded, processed, summarized and reported within the time periods specified
by the Commission's rules and forms. Disclosure controls are also designed with the objective of ensuring that this
information is accumulated and communicated to our management, including our chief executive officer and principal financial
officer, as appropriate, to allow timely decisions regarding required disclosure. We evaluated the effectiveness of our disclosure
controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the
period covered by this report. As a result of this evaluation, management concluded that our disclosure controls and procedures were
not effective as of December 31, 2023 for the same reasons that our internal control over financial reporting was not
effective:

 Management's
Annual Report on Internal Control over Financial Reporting

 Our
management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over
financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed
by, or under the supervision of, the company's principal executive and principal financial officers and effected by the company's
board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the
United States of America 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 company;

 2.

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

 3.

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

 Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed,
have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect
to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material
misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent
limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to
reduce, though not eliminate, this risk.

 As
of December 31, 2023, management assessed the effectiveness of our internal control over financial reporting based on the criteria for
effective internal control over financial reporting established in Internal Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (2013) and SEC guidance on conducting such assessments. Based on that evaluation, management
concluded that, during the period covered by this report, such internal controls and procedures were not effective due to the following
material weakness identified:

 Lack
 of controls over related party transactions. The Company did not establish a formal written policy for the approval, identification,
 and authorization of related party transactions.

 Lack
 of appropriate segregation of duties,

 Lack
 of control procedures that include multiple levels of supervision and review, and

 There
 is an overreliance upon independent financial reporting consultants for review of critical accounting areas and disclosures and material,
 nonstandard transactions.

 This
annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control
over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting
firm pursuant to rules of the SEC that permit the Company to provide only the management's report in this annual report.

 Implemented
or Planned Remedial Actions in response to the Material Weaknesses

 We
will continue to strive to correct the above noted weakness in internal control once we have adequate funds to do so. We believe appointing
a director who qualifies as a financial expert will improve the overall performance of our control over our financial reporting.

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

 Changes
in Internal Control over Financial Reporting

 There
were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2023 that materially
affect, or are reasonably likely to materially affect, our internal control over financial reporting.

 The
Company's management, including the chief executive officer and principal financial officer, do not expect that its disclosure
controls or internal controls will prevent all errors or all fraud. A control system, no matter how well conceived and operated, can
provide only reasonable, not absolute, assurance that the objectives of the control system are met. In addition, the design of a control
system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.
Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control
issues and instances of fraud, if any, within a company have been detected. These inherent limitations include the realities that judgments
in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake.

 ITEM
 9B.

 OTHER
 INFORMATION

 None
of our directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as defined
in Item 408(c) of Regulation S-K) during the quarterly period ending December 31, 2023.

 ITEM
 9C.

 Disclosures
 regarding foreign jurisdictions that prevent inspections

 Not
applicable.

 PART
III

 ITEM
 10.

 DIRECTORS,
 EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 Our
directors are elected by the stockholders to a term of one year and serve until their successors are elected and qualified. The officers
are appointed by our Board of Directors to a term of one year and serve until his/her successor is duly elected and qualified, or until
he/she is removed from office.

 The
names and ages of our directors and executive officers and their positions are as follows:

 Name

 Age

 Position

 Daniel
 Allen

 Chief
 Executive, Financial and Accounting Officer and Chairman of the Board of Directors

 Doyle
 Knudson

 Director

 Andrew
 Berman

 Director

 Daniel
Allen was appointed an officer and director July 28, 2015. Mr. Allen resigned as an Officer on March 13, 2020. Mr. Allen was appointed
our Chief Executive, Financial and Accounting Officer on August 4, 2022. Mr. Allen provided us with consulting services in the areas
of banking and financing for four months in 2014. Between April 2013 and March 2014 Mr. Allen served as the Regional Vice President of
Sunflower Bank in Longmont, Colorado. Between June 2001 and April 2013, Mr. Allen was the Chairman and Chief Executive Officer of Mile
High Banks in Longmont, Colorado. Mr. Allen holds a Bachelor of Science in Management and Finance from the University of Utah. On March
13 th, 2020, Daniel Allen resigned from his position as CEO. Dan remains an active member of our Board.

 Doyle
Knudson was appointed as one of our directors on July 28, 2015. Between 1975 and 2002 Mr. Knudson held various positions with C.H.
Robinson Company, a large multimodal transportation service provider. In 1975 he started in the corporate marketing center responsible
for information services for carrier capacity, carrier insurance verification and research at the ICC in Washington, DC for common carrier
authority. In 1976 Mr. Knudson was transferred to Ross Truck, a division of C.H. Robinson – customer support for publication logistics
for Target stores and RR Donnelly. In 1978 Mr. Knudson was transferred to Lake Wales, FL as a Transportation Salesman responsible for
customer development with agri business customers. In 1982 Mr. Knudson was promoted and transferred as Transportation Manager when he
opened a new branch office in Houston, TX. In 1987 Mr. Knudson was promoted to General Manager at a new branch office in El Paso, TX,
developing and providing logistics services for Coca Cola; Phelps, Dodge, Dell Computers and Phillips Electronics.

 Andrew
Berman was elected as one of our directors on February 28, 2023. Berman has a B.A. from the University of Michigan and a J.D. from
the University of Miami School of Law. His work experience includes practicing law, Business Affairs at America Online, C-level roles
in technology businesses, private investing, and extensive cannabis experience in 7 states since 2015. This cannabis work includes Maui
Wellness Group (HI), Ohio Grown Therapies (OH), CEO of Harborside Inc. (CA), which he took public on the CSE in 2019, President of Greenfield
Cannabis Co. (CA), a cultivator and manufacturer of premier cannabis products located in Monterey County, and PRICH Biotech, Puerto Rico's
largest vertical operator. Berman also has broad government relations experience, having been twice elected to the City Council for the
City of Mill Valley, California, including two terms as Mayor.

 Audit
Committee, Independent Directors and Financial Expert

 We
do not have an Audit Committee; our board of directors currently acts as our Audit Committee. Doyle Knudson is an independent director,
as that term is defined in the rules of the NYSE American. None of our directors is considered a "Financial Expert".

 Code
of Ethics

 We
have not adopted a Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer,
principal accounting officer, or persons performing similar functions since one person, Daniel Allen, serves in all the
above capacities.

 ITEM
 11.

 EXECUTIVE
 COMPENSATION

 Overview
of Compensation Program

 Our
Board of Directors acts as our Compensation Committee and has responsibility for establishing, implementing and continually monitoring
adherence to our compensation philosophy. The Board of Directors ensures that the total compensation paid to our executives is fair,
reasonable and competitive.

Philosophy and Objectives

 The
Board of Directors believes that the most effective executive compensation program is one that is designed to reward the achievement
of specific annual, long-term and strategic goals by the Company and that aligns executives' interests with those of the stockholders
by rewarding performance above established goals, with the ultimate objective of improving stockholder value. As a result of the size
of the Company and only having two executive officers, the Board evaluates both performance and compensation on an informal basis. Upon
hiring additional executives, the Board intends to evaluate the necessity of establishing a Compensation Committee to evaluate both performance
and compensation to ensure that the Company maintains its ability to attract and retain superior employees in key positions and that
compensation provided to key employees remains competitive relative to the compensation paid to similarly-situated executives of peer
companies. To that end, the Board believes executive compensation packages provided by the Company to its executives, including the named
executive officers, should include both cash and stock-based compensation that reward performance as measured against established goals.

 Role
of Directors

 Our
Directors make all compensation decisions for, and approve recommendations regarding, equity awards to our Directors and employees.

 Summary
Compensation Table

 The
following table sets forth for the fiscal years ended December 31, 2023 and 2022 the compensation paid by the Company for those years
to its officers:

 Summary Compensation Table (in $)

 Name and
Principal Position

 Year

 Salary

 (1)

 Stock

 Awards

 (2)

 Option

Awards

 (3)

 All Other

 (4)

 Total

 Daniel Allen

 2023

 $
 175,000

 $

 $

 —

 $
 175,000

 Chief Executive Officer(5)

 2022

 $
 80,769

 $
 —

 $
 94,711

 —

 $
 175,480

 Evan DeVoe

 2023

 —

 —

 —

 —

 —

 Chief Executive Officer(5)

 2022

 $
 169,583

 $ - -

 $
 —

 —

 $
 169,583

 (1)

 The
 dollar value of base salary (cash and non-cash) earned during the year.

 (2)

 The
 fair value of the shares of common stock issued during the periods covered by the table calculated on the grant date in accordance
 with ASC 718-10-30-3.

 (3)

 The
 fair value of all stock options granted during the periods covered by the table calculated on the grant date in accordance with ACS
 718-10-30-3.

 (4)

 All
 other compensation received that we could not properly report in any other column of the table. Does not include director's
 fees paid to Mr. Allen and Mr. DeVoe.

 (5)

 Evan
 DeVoe resigned as our Chief Financial and Accounting Officer on July 29, 2022. On August 4, 2022 Daniel Allen became our new Chief
 Executive, Financial and Accounting Officer.

 Equity
Compensation Plan

 Up
to 15,000,000 shares of common stock are reserved for issuance under our 2014-2015 Stock Incentive Plan ("the Plan").

 The
purposes of the Plan are to enhance our ability to attract and retain the services of qualified employees, officers and directors, contractors
and other service providers upon whose judgment, initiative and efforts the successful conduct and development of our business largely
depends, and to provide additional incentives to such persons or entities to devote their utmost effort and skill to our advancement
and betterment by providing them an opportunity to participate in the ownership of our common stock and thereby have an interest in our
success.

 Shares
that are eligible for grant under the Plan include Incentive Stock Options, Non-Qualified Stock Options and Restricted Stock. "Incentive
Options" are any options designated and qualified as an "incentive stock option" as defined in Section 422 of the Internal
Revenue Code. "Non-Qualified Options" are any options that are not an Incentive Option. To the extent that any option designated
as an Incentive Option fails in whole or in part to qualify as an Incentive Option, it will constitute a Non-Qualified Option. "Restricted
Stock" are shares of common stock issued pursuant to any restrictions and conditions as established by the Plan.

 Only
our employees (including our officers and Directors if they are employees) are eligible to receive Incentive Options under the Plan.

 Our
employees, officers and Directors (whether or not employed by us), and service providers are eligible to receive Non-Qualified Options
or acquire Restricted Stock under the Plan.

 The
following tables list the options granted, cancelled and exercised during the fiscal years ended December 31, 2023 and 2022 to our officers
and directors pursuant to the Plan:

Granted

 Name

 Grant Date

 Granted

 Expiration

 Date

 Dan Allen

 10/1/2022

 1,000,000

 $
 0.21

 09/30/2027

 Doyle Knudson

 10/1/2022

 1,500,000

 $
 0.21

 09/30/2027

 Andrew Berman

 5/3/2023

 350,000

 $
 0.21

 09/30/2027

Cancelled

 Employee

 Total Options

 Remaining

 Contractual

Term (Years)

 None

 —

 —

 —

Exercised

 Name

 Date of Exercise

 Shares Acquired

 on Exercise

 Value Realized

 None

 —

 —

 —

 The
following shows certain information as of December 31, 2023 concerning the stock options and stock bonuses granted pursuant to the Plan.
Each option represents the right to purchase one share of common stock.

 Plan Name

 Number of

 Securities to be

 Issued Upon

 Exercise of

 Outstanding

 Options (a)

 Weighted-

of Outstanding

 Number of

 Securities

 Remaining

 Available For

 Future Issuance

 Under Equity

 Plans, Excluding

 Securities

 Reflected in

 Column (a)

 Stock Incentive Plan

 7,700,000

 $
 0.21

 4,287,000

 Directors'

 During
2023, we paid each director $7,500 for serving as a director. During 2022 we paid each director $2,500 for serving as a director.

 Insider
Trading Arrangements and Policies

 We
are committed to promoting high standards of ethical business conduct and compliance with applicable laws, rules and regulations. As
part of this commitment, we have adopted our Insider Trading Policy governing the purchase, sale, and/or other dispositions of our securities
by our directors, officers, employees and others that we believe is reasonably designed to promote compliance with insider trading laws,
rules and regulations. A copy of our Insider Trading Policy is filed as Exhibit 19 to this Annual Report on Form 10-K.

 ITEM
 12.

 SECURITY
 OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 The
following table shows the beneficial ownership of the Company's common stock as of April 1, 2024 by (i) each person whom the Company
knows beneficially owns more than 5% of the outstanding shares of the Company's common stock; (ii) each of the Company's
officers and directors; and (iii) all the officers and directors as a group. Unless otherwise indicated, each owner has sole voting and
investment powers over his shares of common stock.

 Name and Address of Owner

 Shares Owned

 Percent of Class

 Daniel Allen

 8,366

 *

 Doyle Knudson

 71,172

 *

 Andrew Berman

 -

 *

 All Directors and Officers as a group (3 persons)

 79,538

 *

 *

 less
 than 1%.

 Note:
As used in this table, "beneficial ownership" means the sole or shared power to vote, or to direct the voting of, a security,
or the sole or share investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of a security).

 ITEM
 13.

 CERTAIN
 RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 See
Note 7 to the Financial Statements included as a part of this report for information regarding notes payable to related parties.

 ITEM
 14.

 PRINCIPAL
 ACCOUNTING FEES AND SERVICES

 The
following table sets forth fees billed to us by our independent auditors for the years ended 2023 and 2022 for (i) services rendered
for the audit of our annual financial statements and the review of our quarterly financial statements, (ii) services rendered that are
reasonably related to the performance of the audit or review of our financial statements that are not reported as Audit Fees, and (iii)
services rendered in connection with tax preparation, compliance, advice and assistance.

 SERVICES

 2023

 2022

 Audit- M&K CPA

 $
 60,850

 $
 56,850

 Tax fees

 -

 -

 All other fees

 -

 -

 Audit
fees and audit related fees represent amounts billed for professional services rendered for the audit of our annual financial statements
and the review of our interim financial statements. Before our independent accountants were engaged by to render these services, their
engagement was approved by our Directors.

 ITEM
 15.

 EXHIBITS,
 FINANCIAL STATEMENT SCHEDULES

 Exhibit
 Number

 Name
 and/or Identification of Exhibit

 Articles
 of Incorporation & By-Laws

 (a) Articles of Incorporation (1)

 (b) By-Laws (1)

 Insider Trading Policy

 Rule 13a-14(a)/15d-14(a) Certifications

 Certification under Section 906 of the Sarbanes-Oxley Act (18 U.S.C. Section 1350)

 Interactive
 Data Files (2)

 (INS)

 (SCH)

 (CAL)

 (DEF)

 (LAB)

 (PRE)

 Cover

 (1)

 Incorporated
 by reference to the Registration Statement on Form 10-SB, previously filed with the SEC on November 28, 2007.

 (2)

 (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus
 for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the
 Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

 ITEM
 16.

 FORM
 10-K SUMMARY

 None.

 SIGNATURES

 In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned,
thereto duly authorized.

 BLUE

 April
 1, 2024

 By:

 /s/
 Daniel Allen

 Daniel
 Allen, Principal Executive Officer

 In
accordance with the requirements of the Securities Act of 1933, this Annual Report was signed by the following persons in the capacities
and on the dates stated:

 Signature

 Title

 Date

 /s/
 Daniel Allen

 Principal
 Executive, Financial and

 April
 1, 2024

 Daniel
 Allen

 Accounting
 Officer and a Director

 /s/
 Doyle Knudson

 Director

 April
 1, 2024

 Doyle
 Knudson

 /s/
 Andrew Berman

 Director

 April
 1, 2024

 Andrew
 Berman

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Board of Directors and

 Stockholders
of Blue Line Protection Group, Inc.

 Opinion
on the Consolidated Financial Statements

 We
have audited the accompanying consolidated balance sheets of Blue Line Protection Group, Inc. (the Company) as of December 31, 2023 and
2022, and the related consolidated statements of operations, stockholders' deficit, and cash flows for each of the years in the
two-year period ended December 31, 2023, and the related notes (collectively referred to as the consolidated 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 flows for each of the years in the two-year period ended
December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

 Going
Concern

 The
accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed
in Note 3 to the consolidated financial statements, the Company has an accumulated deficit and had a working capital deficiency as of
December 31, 2023, which raises substantial doubt about its ability to continue as a going concern. Management's plans regarding
those matters are discussed in Note 3. The consolidated financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

 Basis
for Opinion

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

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

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

 Critical
Audit Matter

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

Liabilities

 As
discussed in Note 8, the Company borrows funds through the use of convertible notes payable that contain a conversion price that may
be fixed or fluctuates with the stock price.

 Auditing
management's estimates of the fair value of the derivative liability involves significant judgments and estimates given the embedded
conversion features of the notes.

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

 We
evaluated management's conclusions regarding their derivative liability, reviewed support for the significant inputs used in the
valuation model and assessed the model for reasonableness. In addition, we evaluated the Company's disclosure in relation to this
matter included in Note 8 to the consolidated financial statements.

 /s/
M&K CPAS, PLLC

 M&K
CPAS, PLLC

 PCAOB
ID 2738

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

 The
Woodlands, TX

 April 1, 2024

 BLUE

 CONSOLIDATED
BALANCE SHEETS

 31,

 31,

 2023

 2022

 Assets

 assets:

 Cash
 and equivalents

 $
 585,780

 $
 280,073

 receivable

 368,352

 373,175

 Prepaid
 expenses and deposits

 34,174

 31,553

 Total
 current assets

 988,306

 684,801

 Long-term
 assets:

 Right
 to use assets

 586,620

 408,616

 Machinery
 and equipment, net of accumulated depreciation of $ 776,180 and $ 687,725, respectively

 254,171

 254,227

 Other
 assets

 -

 -

 Fixed
 assets of discontinued operations

 2,782

 2,782

 Total
 long-term assets

 843,573

 665,625

 Security
 Deposit

 28,960

 31,920

 Total
 assets

 1,860,839

 1,382,346

 Liabilities
 and Stockholders' Deficit

 liabilities:

 payable and accrued liabilities

 $
 511,622

 $
 555,445

 Financed
 lease liabilities

 22,022

 31,719

 Notes
 payable - related parties

 152,771

 152,771

 Convertible
 notes payable - related parties

 638,500

 604,256

 portion of operating lease obligation

 121,519

 112,250

 liabilities

 Total
 current liabilities

 1,950,018

 1,907,560

 Long-term
 liabilities:

 Financed
 lease liabilities - long term

 15,545

 37,568

 Notes
 payable - related parties

 773,989

 1,000,500

 lease liability-long term

 494,215

 328,116

 Total
 long-term liabilities

 1,283,749

 1,366,184

 Total
 liabilities

 3,233,767

 3,273,744

 Stockholders'
 deficit:

 Preferred
 Stock, $ 0.001 par value, 100,000,000 shares authorized, 20,000,000 shares issued and outstanding as of December 31, 2023 and December
 31, 2022, respectively

 Stock, $ 0.001 par value, 14,000,000 shares authorized, 8,250,144 and 8,250,144 issued and outstanding as of December 31, 2023 and
 December 31, 2022, respectively

 8,251

 8,251

 Stock, owed but not issued, 129 shares and 129 shares as of December 31, 2023 and December 31, 2022, respectively

 Additional
 paid-in capital

 10,213,385

 10,046,096

 Accumulated
 deficit

 ( 11,614,577
)

 ( 11,965,758
)

 Total
 stockholders' deficit

 ( 1,372,928
)

 ( 1,891,398
)

 Total
 liabilities and stockholders' deficit

 $
 1,860,839

 $
 1,382,346

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

 BLUE

 CONSOLIDATED
STATEMENTS OF OPERATIONS

 For
 the years ended

 31,

 2023

 2022

 Revenue

 $
 4,408,311

 $
 3,876,227

 Cost
 of revenue

 ( 1,542,450
)

 ( 1,278,239
)

 Gross
 profit

 2,865,861

 2,597,988

 expenses:

 General
 and administrative expenses

 2,103,148

 2,517,149

 Total
 expenses

 2,103,148

 2,517,149

 Income

 762,713

 80,839

 Other
 income (expenses):

 Gain
 on sale of fixed asset

 1,000

 -

 Interest
 expense

 ( 242,959
)

 ( 194,643
)

 Income
 / (Loss) on derivative

 ( 169,573
)

 ( 180,724
)

 Total
 other income / (expenses)

 ( 411,532
)

 ( 375,367
)

 Net
 income / (loss)

 $

 $
)

 Net
 income per common share: Basic and Diluted

 $
 0.04

 $
)

 Net
 income per common share: Basic

 $
 0.04

 $
)

 Net
 Income / (loss) per common share: Diluted

 $
 0.03

 $
)

 average number of common shares outstanding- Basic and Diluted

 average number of common shares outstanding- Basic

 common
 shares outstanding- Diluted

 10,927,179

 average number of common
 shares outstanding- Diluted

 10,927,179

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

 BLUE

 CONSOLIDATED
STATEMENTS OF CASH FLOWS

 FOR
THE YEARS ENDED DECEMBER 31, 2023 AND 2022

 For
 the years ended

 31,

 2023

 2022

 activities

 Net
 income

 $

 $
)

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

 Depreciation

 117,272

 133,146

 Amortization
 of right to use

 134,428

 121,095

 Noncash
 operating lease expense

 -

 stock issued for services

 4,750

 Stock
 Option expense

 50,180

 327,596

 Change
 in fair value of derivative liabilities

 169,573

 180,724

 Changes
 in operating assets and liabilities:

 (Increase)
 in accounts receivable

 4,823

 ( 45,133
)

 (Increase)
 / decrease in deposits and prepaid expenses

 ( 137
)

 Increase
 (decrease) in accounts payable and accrued liabilities

 54,814

 67,224

 Increase
 (decrease) in lease obligations

 ( 137,064

)

 ( 125,266
)

 Net
 cash provided by operating activities

 745,546

 369,471

 Cash
 flows from investing activities

 Purchase
 of fixed assets

 ( 117,216
)

 ( 33,725
)

 Net
 cash used in investing activities

 ( 117,216
)

 ( 33,725
)

 Financing
 activities

 Repayments
 on convertible notes payable - related party

 ( 64,392
)

 ( 313,318
)

 Repayments
 from notes payable - related party

 ( 226,512
)

 ( 359,244
)

 Payments
 on notes payable

 ( 31,719
)

 ( 45,288
)

 Net
 cash used in financing activities

 ( 322,623

)

 ( 717,850
)

 Net
 increase in cash

 305,707

 ( 382,104
)

 Cash
 - beginning

 280,073

 662,177

 Cash
 - ending

 $
 585,780

 $
 280,073

 Supplemental
 disclosures of cash flow information:

 Interest
 paid

 $
 181,318

 $
 56,204

 Income
 taxes paid

 $
 -

 $
 -

 Non-cash
 investing and financing activities:

 Capitalized
 leased fixed assets

 $
 -

 $
 68,872

 resolution

 $
 117,109

 $
 442,389

 Initial recognition of right of use asset and lease liability

 $
 312,432

 $
 -

 Cancellation of common stock

 $

 -

 $

 Gain
 on the forgiveness of accrued interest - related party

 $
 -

 $
 250,000

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

 BLUE

 CONSOLIDATED
STATEMENTS OF STOCKHOLDERS' DEFICIT

 FOR
THE YEARS ENDED DECEMBER 31, 2023 AND 2022

 Additional

 Preferred
 Stock

 Stock

 Paid-in

 Stock

 Accumulated

 Stockholders'

 Shares

 Shares

 Capital

 Payable

 Deficit

 Deficit

 Balance,
 December 31, 2021

 $

 8,485,144

 $
 8,486

 $
 9,021,126

 $
 ( 11,671,230
)

 $
 ( 2,621,605
)

 Cancellation
 of common stock

 -

 -

 ( 260,000
)

 ( 260
)

 -

 -

 -

 -

 stock issued for services

 -

 -

 25,000

 4,725

 -

 -

 4,750

 Stock
 options expense

 -

 -

 -

 -

 327,596

 -

 -

 327,596

 Forgiveness
 of interest - related party

 -

 -

 -

 -

 250,000

 -

 -

 250,000

 resolution

 -

 -

 -

 -

 442,389

 -

 -

 442,389

 Net
 income for the year ended December 31, 2022

 -

 -

 -

 -

 -

 -

)

)

 Balance,
 December 31, 2022

 $

 $
 8,251

 $
 10,046,096

 $
 ( 11,965,758
)

 $
 ( 1,891,398
)

 Balance

 $

 $
 8,251

 $
 10,046,096

 $
 ( 11,965,758
)

 $
 ( 1,891,398
)

 Stock
 options expense

 -

 -

 -

 -

 50,180

 -

 -

 50,180

 resolution

 -

 -

 -

 -

 117,109

 -

 -

 117,109

 Net
 income for the year ended December 31, 2023

 -

 -

 -

 -

 -

 -

 Balance,
 December 31, 2023

 $

 $
 8,251

 $
 10,213,385

 $
 ( 11,615,577
)

 $
 ( 1,372,928
)

 Balance

 $

 $
 8,251

 $
 10,213,385

 $
 ( 11,615,577
)

 $
 ( 1,372,928
)

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

 Blue
Line Protection Group, Inc.

 Notes
to Consolidated Financial Statements

 Note
1 – History and organization of the company

 The
Company was originally organized on September 11, 2006 (Date of Inception) under the laws of the State of Nevada, as The Engraving Masters,
Inc. The Company was authorized to issue up to 100,000,000 shares of its common stock and 100,000,000 shares of preferred stock, each
with a par value of $ 0.001 per share.

 On
March 14, 2014, the Company acquired Blue Line Protection Group, Inc., a Colorado corporation formed in February 2014 ("Blue Line
Colorado"), as a wholly-owned subsidiary of the Company. Blue Line Colorado provides protection, compliance, and financial services
to the lawful cannabis industry.

 On
May 2, 2014, the Company changed its name from The Engraving Masters, Inc. to Blue Line Protection Group, Inc. ("BLPG")

 On May 6, 2014, the Company effected a forward stock split and a pro-rata increase in its authorized common stock on a basis of 14-to-1, whereby each shareholder received 14 newly issued shares of common stock for each 1 share held. Additionally, the authorized capital
of the Company concurrently increased to 1,400,000,000 shares of common stock. All references to share and per share amounts in the consolidated
financial statements and accompanying notes thereto have been retroactively restated to reflect the forward stock split.

 On
July 6, 2021, the Company effected a reverse stock split and a pro-rata decrease in its authorized common stock on a basis of 1-for-100,
the authorized capital of the Company concurrently decreased to 14,000,000 shares of common stock. All references to share and per share
amounts in the consolidated financial statements and accompanying notes thereto have been retroactively restated to reflect the reverse
stock split.

 The
Company provides logistics, and compliance services for businesses engaged in the legal cannabis industry. The Company offers asset logistic
services, such as armed transportation service; including shipment protection, money escorts, asset vaulting, financial services, such
as handling transportation and storage of currency; training; and compliance services.

 Note
2 – Accounting policies and procedures

 Principles
of consolidation

 For
the years ended December 31, 2023 and 2022 the consolidated financial statements include the accounts of Blue Line Protection Group,
Inc. (formerly The Engraving Masters, Inc.), Blue Line Advisory Services, Inc. (a Nevada corporation; "BLAS"), Blue Line
Capital, Inc. (a Colorado corporation; "Blue Line Capital"), Blue Line Protection Group (California), Inc. (a California
corporation; "Blue Line California"), Blue Line Colorado, Blue Line Protection Group Illinois, Inc. (an Illinois corporation;
"Blue Line Illinois"), BLPG, Inc. (a Nevada corporation; "Blue Line Nevada"), Blue Line Protection Group (Washington),
Inc. (a Washington corporation; "Blue Line Washington"). All significant intercompany balances and transactions have been
eliminated. BLPG and its subsidiaries are collectively referred herein to as the "Company."

 Basis
of presentation

 The
consolidated financial statements present the balance sheets, statements of operations, stockholders' equity (deficit) and cash
flows of the Company. The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting
principles in the United States of America.

 The
Company has adopted December 31 as its fiscal year end.

 Derivatives

 The Company evaluates convertible notes payable,
stock options, stock warrants and other contracts to determine if those contracts or embedded components of those contracts qualify as
derivatives to be separately accounted for under the relevant sections of ASC Topic 815-40, Derivative Instruments and Hedging:
Contracts in Entity's Own Equity.

 The result of this accounting treatment could be that the fair value of a financial instrument is classified as
a derivative instrument and is marked-to-market at each balance sheet date and recorded as a liability. In the event that the fair value
is recorded as a liability, the change in fair value is recorded in the statement of operations as other income or other expense. Upon
conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value
is reclassified to equity. Financial instruments that are initially classified as equity that become subject to reclassification under
ASC Topic 815-40 are reclassified to a liability account
at the fair value of the instrument on the reclassification date.

 Use
of estimates

 The
preparation of financial statements in conformity with generally accepted accounting principles 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 consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results
could differ from those estimates.

 Cash
and cash equivalents

 The
Company maintains a cash balance in a non-interest-bearing account. For the purpose of the statements of cash flows, all highly liquid
investments with an original maturity of three months or less are considered to be cash equivalents. As of December 31, 2023 the Company
has cash in excess of FDIC insured limits of $ 335,780. There were no cash equivalents as of December 31, 2023 or December 31, 2022.

receivable

receivable are stated at the amount the Company expects to collect from outstanding balances and do not bear interest. The Company provides
for probable uncollectible amounts through an allowance for doubtful accounts, if an allowance is deemed necessary. The allowance for
doubtful accounts is the Company's best estimate of the amount of probable credit losses in the Company's existing accounts
receivable; however, changes in circumstances relating to accounts receivable may result in a requirement for additional allowances in
the future. On a periodic basis, management evaluates its accounts receivable and determines the requirement for an allowance for doubtful
accounts based on its assessment of the current and collectible status of individual accounts with past due balances over 90 days. Account
balances are charged against the allowance after all collection efforts have been exhausted and the potential for recovery is considered
remote.

 Allowance for uncollectible accounts

 The
Company estimates losses on receivables based on known troubled accounts, if any, and historical experience of losses incurred. There
was no allowance for doubtful customer receivables at December 31, 2023 and December 31, 2022.

 Property
and equipment

 Property
and equipment is recorded at cost and capitalized from the initial date of service. Expenditures for major additions and improvements
are capitalized and minor replacements, maintenance, and repairs are charged to expense as incurred. When property and equipment is retired
or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included
in the results of operations for the respective periods. Depreciation is provided over the estimated useful lives of the related assets
using the straight-line method for financial statement purposes. The Company uses other depreciation methods (generally accelerated)
for tax purposes where appropriate. The estimated useful lives for significant property and equipment categories are as follows:

 Schedule of Estimated Useful Lives of Property and Equipment

 Automotive Vehicles

 5 years

 Furniture and Equipment

 5 years

 Buildings and Improvements

 the lesser of the life of
 the lease or the estimated useful life of the lease

 The
Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying
value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition.
In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an
amount by which the carrying value exceeds the fair value of assets. The factors considered by management in performing this assessment
include current operating results, trends and prospects, the manner in which the property is used, and the effects of obsolescence, demand,
competition and other economic factors. Based on this assessment there was no impairment as December 31, 2023 and December 31, 2022.
Depreciation expense for the years ended December 31, 2023 and, 2022 was $ 117,272 and $ 133,146 respectively. During the year ended December
31, 2023 the Company recognized $ 1,000 from the sale of vehicle.

 Impairment
of long-lived assets

 The
Company accounts for its long-lived assets in accordance with ASC Topic 360-10-05, "Accounting for the Impairment or Disposal of
Long-Lived Assets." ASC Topic 360-10-05 requires that long-lived assets be reviewed for impairment whenever events or changes in
circumstances indicate that the historical cost or carrying value of an asset may no longer be appropriate. The Company assesses recoverability
of the carrying value of an asset by estimating the future net cash flows expected to result from the asset, including eventual disposition.
If the future net cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between
the asset's carrying value and its fair value or disposable value. As of December 31, 2023 and December 31, 2022, the Company determined
that none of its long-lived assets were impaired.

 Concentration
of business and credit risk

 The
Company has no significant off-balance sheet risks such as foreign exchange contracts, option contracts or other hedging arrangements.
The Company's financial instruments that are exposed to concentration of credit risks consist primarily of cash. The Company maintains
its cash in bank accounts, which may at times, exceed federally insured limits.

 The
Company had one major customer which generated 9.75 % of total revenue in the year ended December 31, 2023 and three customers comprised
 32 % of the account receivable balance at December 31, 2023.

 The
Company had one major customer which generated 16 % of total revenue in the year ended December 31, 2022 and one customer comprised 22 %
of the account receivable balance at December 31, 2022.

 Related
party transactions

 FASB
ASC 850, "Related Party Disclosures" requires companies to include in their financial statements disclosures of material
related party transactions. The Company discloses all material related party transactions. Related parties are defined to include any
principal owner, director or executive officer of the Company and any immediate family members of a principal owner, director or executive
officer.

 Fair
value of financial instruments

 The
carrying amounts reflected in the balance sheets for cash, accounts payable and related party payables approximate the respective fair
values due to the short maturities of these items. The Company does not hold any investments that are available-for-sale.

 As
required by the Fair Value Measurements and Disclosures Topic of the FASB ASC, fair value is measured based on a three-tier fair value
hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in
active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly;
and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

 The
three levels of the fair value hierarchy are described below:

 Level 1:

 Unadjusted quoted prices
 in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

 Level 2:

 Quoted prices in markets
 that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or
 liability;

 Level 3:

 Prices or valuation techniques
 that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

 The
following table presents the derivative financial instruments, the Company's only financial liabilities, measured and recorded
at fair value on the Company's consolidated balance sheet on a recurring basis, and their level within the fair value hierarchy
as of December 31, 2023 and December 31, 2022:

31, 2023

 Schedule of Fair Value of Liabilities Measured on Recurring Basis

 Level 1

 Level 2

 Level 3

 Embedded conversion derivative liability

 $

 $
 -

 $
 -

 $

 Total

 $

 $
 -

 $
 -

 $
 504,584

31, 2022

 Level 1

 Level 2

 Level 3

 Embedded conversion derivative liability

 $

 $
 -

 $
 -

 $

 Total

 $

 $
 -

 $
 -

 $

 The
embedded conversion feature in the convertible debt instruments that the Company issued that became convertible qualified them as derivative
instruments since the number of shares issuable under the notes are indeterminate based on guidance in FASB ASC 815, Derivatives and
Hedging. These convertible notes tainted all other equity linked instruments including outstanding warrants and fixed rate convertible
debt on the date that the instrument became convertible. The valuation of the derivative liability was determined through
the use of Monte Carlo option-pricing model (See Note 8).

 Revenue
Recognition

 The
Company recognizes revenue when delivery of the promised goods or services is transferred to its customers in an amount that reflects
the consideration that the Company expects to be entitled to in exchange for those goods or services. We determine revenue recognition
through the following five steps:

 Identify the contract with the customer;

 Identify the performance obligations in the contract;

 Determine the transaction price;

 Allocate the transaction price to the performance obligations
 in the contract; and

 Recognize revenue when, or as, the performance obligations
 are satisfied.

 We
generate substantially all our revenue from providing services to customers. The Company records revenue when the 5 steps above have
been completed.

 Effective
January 1, 2018, the Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition
requirements in Topic 605, Revenue Recognition, and most industry-specific revenue recognition guidance throughout the Industry Topics
of the Accounting Standards Codification. The updated guidance states that an entity should recognize revenue to depict the transfer
of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in
exchange for those goods or services. The guidance also provides for additional disclosures with respect to revenues and cash flows arising
from contracts with customers. The Company adopted the standard using the modified retrospective approach effective January 1, 2018.
The adoption of these standards did not have an impact on the Company's Statements of Operations for the year ended December 31,
2018.

 In
general, the Company's business segmentation is aligned according to the nature and economic characteristics. Revenue is characterized
by several lines of services and typically the pricing is fixed.

 Schedule of Revenue by Major Customers by Reporting Segments

 Revenue Breakdown by Streams

 2023

 2022

 Year ended December 31,

 Revenue Breakdown by Streams

 2023

 2022

 Service: Transportation

 $
 1,968,061

 $
 1,589,435

 Service: Currency Processing

 $
 2,375,594

 $
 2,223,404

 Service: Compliance

 $
 64,656

 $
 63,388

 Total

 $
 4,408,311

 $
 3,876,227

 Advertising
costs

 The
Company expenses all costs of advertising as incurred. Advertising expense for the years ended December 31, 2023 and December 31, 2022
amounted to $ 5,527 and $ 9,808 respectively.

 General
and administrative expenses

 The
significant components of general and administrative expenses consist mainly of rent and compensation.

 Share-Based

 Share-based
compensation expense is recorded as a result of stock options granted in return for services rendered. Previously, the share-based payment
arrangements with employees were accounted for under ASC 718. On June 20, 2018, the FASB issued ASU 2018-07, which simplifies the accounting
for share-based payments granted to nonemployees for goods and services. Under the ASU, most of the guidance on such payments to nonemployees
would be aligned with the requirements for share-based payments granted to employees. The Company has adopted the new standard and has
made some adjustment with regard to the share-based compensation costs. Under the ASU 2018-07, the measurement of equity-classified nonemployee
share-based payments is generally fixed on the grant date and the options are no longer revalued on each reporting date. The expenses
related to the share-based compensation are recognized on each reporting date. The amount is calculated as the difference between total
expenses incurred and the total expenses already recognized.

 Cost
of Revenue

 The
Company's cost of revenue primarily consists of labor, fuel costs and items purchased by the Company specifically for the benefit
of the Company's clients.

 Basic
and Diluted Earnings per share

 Net
loss per share is provided in accordance with FASB ASC 260-10, "Earnings per Share". Basic loss per share is computed by
dividing losses available to common stockholders by the weighted average number of common shares outstanding during the period.
Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss
per share excludes all potential common shares if their effect is anti-dilutive. For the years ended December 31, 2023 and 2022 all
common stock equivalents of 3,125,000 and 3,022,000,
respectively were included in the calculation of diluted income per share as their effect would be dilutive.

 The
following is a reconciliation of the numerator and denominator used in the basic and diluted earnings per share ("EPS") calculations
for the years ended December 31, 2023 and 2022.

 Schedule of Basic and Diluted Earnings Per Share ("EPS")

 Year Ended

 December 31, 2023

 Year Ended

 December 31, 2022

 Numerator:

 Net income / (loss)

 $

 $
)

 Denominator:

 Weighted-average shares of common stock

 Dilutive effect of options

 -

 -

 Dilutive effect of convertible instruments

 2,677,035

 -

 Diluted weighted-average of common stock

 10,927,179

 Net income per common share from:

 Basic

 $
 0.04

 $
)

 Diluted

 $
 0.03

 $
)

 Dividends

 The
Company has not yet adopted any policy regarding payment of dividends. No dividends have been paid or declared since inception.

 Income
Taxes

 The
Company follows FASB Codification Topic 740-10-25 (ASC 740-10-25) for recording the provision for income taxes. Deferred tax assets and
liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using
the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax
expenses or benefits are based on the changes in the asset or liability each period. If available evidence suggests that it is more likely
than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred
tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the
provision for deferred income taxes in the period of change.

 Deferred
income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes
in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities
to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified
as current or non-current depending on the periods in which the temporary differences are expected to reverse.

 Recent
Pronouncements

 In
February 2016, the FASB issued ASU 2016-02, Leases, which amended current lease accounting to require lessees to recognize (i)
a lease liability, which is a lessee's obligation to make lease payments arising from a lease, measured on a discounted basis,
and (ii) a right-of-use asset, which is an asset that represents the lessee's right to use, or control the use of, a specified
asset for the lease term. ASU 2016-02 does not significantly change lease accounting requirements applicable to lessors; however, certain
changes were made to align, where necessary, lessor accounting with the lessee accounting model. This standard was effective for fiscal
years beginning after December 15, 2018, including interim periods within those fiscal years. The Company elected the practical expedient
under ASU 2018-11 "Leases: Targeted Improvements" which allows the Company to apply the transition provision for Topic 842
at the Company's adoption date instead of at the earliest comparative period presented in the financial statements. Therefore,
the Company recognized and measured leases existing at January 1, 2019 but without retrospective application. Therefore, there was no
impact recorded to beginning retained earnings or the statement of operations.

 The
Company evaluated all other recent accounting pronouncements issued and determined that the adoption of these pronouncements would not
have a material effect on the financial position, results of operations or cash flows of the Company.

 Note
3 – Going concern

 The
accompanying financial statements have been prepared assuming the Company will continue as a going concern. As shown in the accompanying
financial statements, the Company has an accumulated deficit and had a working capital deficit as of December 31, 2023. These conditions
raise substantial doubt about the Company's ability to continue as a going concern.

 In
order to continue as a going concern, the Company will need, among other things, additional capital resources. The Company is significantly
dependent upon its ability, and will continue to attempt, to secure additional equity and/or debt financing. There are no assurances
that the Company will be successful in obtaining additional capital.

 The
financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts
of and classification of liabilities that might be necessary in the event the Company cannot continue in existence. These financial statements
do not include any adjustments that might arise from this uncertainty.

 Note
4 – Commitments and contingencies

 Contingencies

 On
November 6, 2015, Daniel Sullivan sent a wage claim demand to the Company. Mr. Sullivan purports to have had an Independent Contractor
Agreement with the Company which provides he is entitled to certain compensation and to be reimbursed for Company expenses. The demand
claims unpaid compensation in the amount of $ 8,055 and unreimbursed expenses in the amount of $ 154,409. The Company denies the agreement
was ever signed. If litigation is commenced the Company will defend any claims by Mr. Sullivan.

 Mile
High Real Estate Group, an entity owned by Mr. Sullivan, sent correspondence to the Company stating the Mr. Sullivan and/or Mile High
Real Estate loaned the Company either directly or directly to contractors, material suppliers or utilities for operating and building
remodeling in the amount of $ 98,150. Counsel for Mr. Sullivan stated that he was still compiling information. The Company is investigating
whether Mr. Sullivan and/or Mile High Real Estate Group ever made the alleged loans. The Company will defend any claims of Mile High
Real Estate Group.

 On
April 14, 2016, the Company entered into an agreement with a third party to provide the Company with investor relations services. Upon
signing the agreement, the Company paid the investor relations consultant $ 75,000 and agreed to issue the consultant 1,500,000 shares
of its restricted common stock. The agreement required the Company to pay the consultant an additional $ 75,000 prior to June 14, 2016.
The Company cancelled the agreement and is of the opinion that the shares are not owed to the consultant. As of December 31, 2023 and
December 31, 2022 there was a payable recorded of $ 34,346.

 Finance
leases

 On
March 1, 2019, the Company recorded finance lease obligation for a leased a vehicle for $ 64,354. The Company made a down payment of $ 30,000
which included delivery fees, taxes and its first month payment and agreed to make 36 monthly payments of $ 1,129.76, including sales
tax. The Company recognized this arrangement as a finance lease based on the determination that the lease exceeded 75% of the economic
life of the underlying assets.

 On
June 2, 2021, the Company recorded finance lease obligation for a leased a vehicle for $ 56,733. The Company made a down payment of $ 3,510
which included delivery fees, taxes and its first month payment and agreed to make 24 monthly payments of $ 2,765.19, including sales
tax. The Company recognized this arrangement as a finance lease based on the determination that the lease exceeded 75% of the economic
life of the underlying assets.

 On
June 17, 2022, the Company recorded finance lease obligation for a leased vehicle for $ 69,255. The Company made a down payment of $ 2,882
which included delivery fees, taxes and its first month payment and agreed to make 36 monthly payments of $ 2,338, including sales tax.
 The Company recognized this arrangement as a finance lease based on the determination that the lease exceeded 75% of the economic life
of the underlying assets.

 Schedule of Future Minimum Lease Payments

 Future minimum lease payments as of December 31, 2023

 2024

 $
 215,880.12

 2025

 $
 218,431.80

 2026

 $
 197,584.66

 2027

 $
 85,693.92

 2028

 $
 36,148.80

 Thereafter

 -

 Total minimum lease payments

 $
 753,739.30

Leases

 On
October 27, 2016 the Company sold its building located at 5765 Logan Street Denver, Colorado to an unrelated third party for $ 1,400,000.
The Company repaid the mortgage on the building in the amount of $ 677,681. After the sale, the Company leased the building from the purchaser
of the property. The lease is for an initial term of ten years, with the Company having the option to extend the term of the lease for
two additional five-year periods. The lease requires rental payments of $ 10,000 per month which will increase 2 % annually. The Company
paid a $ 30,000 deposit at the inception of the lease.

 On
May 29, 2018 the Company leased a building located at 4328 E. Magnolia Street, Phoenix, Arizona. The lease is for an initial term of
one year, with the Company having the option to extend the term of the lease for additional four year periods. The lease requires rental
payments of $ 3,880 per month which will increase 2 % annually. The Company paid a $ 4,369 deposit at the inception of the lease. The lease
was renewed and extended for an additional five year period, with a starting rent of $ 6,379.20 per month which will increase 4 % annually.

 On
January 22, 2019 the Company leased a building located at 7490 Bridgewater Road, Huber Heights, Ohio. The lease is for an initial term
of 63 months. The lease requires rental payments of $ 3,200 per month and will increase to $ 3,400 between months 28 through 63. The Company
paid a $ 3,200 deposit at the inception of the lease. During the year ended December 31, 2020 the Company terminated the lease agreement.
The Company paid a $ 35,760 cancellation fee included in rent expense and recorded a gain of $ 8,800 on the termination of the lease.

 The
Company adopted ASC 842 and recorded right of use asset and operating lease liability of $ 1,082,241. The Company used 12 % as incremental
borrowing rate as is the average interest rate of the Company's outstanding third party note. The lease agreement gives the Company
the option to renew it for two additional 5 year terms but the Company did not consider it likely to exercise that option. Therefore,
the Company did not include such amounts in its computations of the present value of remaining lease payment on the adoption date.

 Supplemental
balance sheet information related to leases is as follows:

31, 2023

 Schedule of Operating Leases

 Operating Leases

 Classification

 2023

 Right-of-use assets

 Operating right of use assets

 $
 586,620

 Total

 $
 586,620

 Current lease liabilities

 Current operating lease liabilities

 $
 121,519

 Non-current lease liabilities

 Long-term operating lease liabilities

 $
 494,215

 Total

 $
 615,734

 Lease
term and discount rate were as follows:

 Summary of Operating Lease Liabilities

2023

 Weighted average remaining lease term (years)

 42.50

 Weighted average discount rate

 %

 The
following summarizes lease expenses for year ended December 31, 2023:

 Finance
lease expenses:

 Summary of Lease Expenses

 Depreciation/amortization expense

 $
 134,428

 Interest on lease liabilities

 67,184

 Finance lease expense

 $
 201,612

 Supplemental
disclosures of cash flow information related to leases were as follows:

 Schedule of Cash Flow Information Related to Lease

2023

 Cash paid for operating lease liabilities

 $
 137,064

 Operating right of use assets obtained in exchange for operating lease liabilities

 $
 -

 Maturities
of lease liabilities were as follows as of December 31, 2023:

 Schedule of Maturities of Lease Liabilities

 Leases

 2024

 $
 218,833

 2025

 $
 224,230

 2026

 $
 193,112

 2027

 $
 88,179

 2028

 $
 37,197

 Total

 $
 761,551

 Less: Imputed interest

 $
 ( 145,817
)

 Present value of lease liabilities

 $
 615,734

31, 2022

 Operating Leases

 Classification

2022

 Right-of-use assets

 Operating right of use assets

 $
 408,616

 Total

 $
 408,616

 Current lease liabilities

 Current operating lease liabilities

 $
 112,250

 Non-current lease liabilities

 Long-term operating lease liabilities

 $
 328,116

 Total

 $
 440,366

 Lease
term and discount rate were as follows:

2022

 Weighted average remaining lease term (years)

 2.50

 Weighted average discount rate

 %

 The
following summarizes lease expenses for the year ended December 31, 2022:

 Finance
lease expenses:

 Depreciation/amortization expense

 $
 121,095

 Interest on lease liabilities

 6,673

 Finance lease expense

 $
 127,768

 Supplemental
disclosures of cash flow information related to leases were as follows:

 December 31, 2022

 Cash paid for operating lease liabilities

 $
 125,266

 Operating right of use assets obtained in exchange for operating lease liabilities

 $
 -

 Note
5 – Fixed assets

 Machinery
and equipment consisted of the following at:

 Schedule of Machinery and Equipment

 2023

 2022

 Automotive vehicles

 $
 637,386

 $
 565,695

 Furniture and equipment

 $
 108,265

 $
 108,265

 Machinery and Equipment

 $
 135,706

 $
 135,706

 Leasehold improvements

 $
 148,994

 $
 148,994

 Fixed assets, total

 $
 1,030,351

 $
 958,660

 Total: accumulated depreciation

 $
 ( 776,180
)

 $
 ( 704,433
)

 Fixed assets, net

 $
 254,171

 $
 254,227

 At
December 31, 2023 and December 31, 2022 the Company had $ 2,782 of fixed assets associated with discontinued operations.

 Depreciation
expense for the years ended December 31, 2023 and December 31, 2022 were $ 117,272 and $ 133,146 respectively.

 Note
6 – Notes payable

 Convertible
notes payable to non-related parties

 On
October 18, 2017, the Company borrowed $ 150,000 from an unrelated third party. The Company paid $ 15,250 of fees associated with the loan,
which was recorded as discount and to be amortized over the term of the debt and was fully amortized as of December 31, 2018. The loan
bears interest at a rate of 10 % (default interest 24 %) and has a maturity date of July 16, 2018. The Holder has the option to convert
the outstanding principal and accrued interest into common stock of the Company. The conversion price is the lesser of (1) lowest trading
price during the previous 25 days prior to the note agreement or (2) 50% lowest trading price during the 25 days prior to conversion.
Covenants: The Borrower shall not, without the Holder's consent, sell, lease or dispose of any significant portion of its assets
outside the ordinary course of business. During the year ended December 31, 2018 the Company paid $ 150,000 to extend the maturity date
until May 11, 2019. During the year ended December 31, 2019, the Company paid $ 75,000 in extension fees. The note was discounted for
a derivative (see note 8 for details) and the discount of $ 134,750 is being amortized over the life of the note using the effective interest
method which was fully amortized as of December 31, 2018. During the year ended December 31, 2019 the holder converted $ 39,478 of accrued
interest into 2,178,825 shares of common stock resulting in a loss of $ 61,624. As of December 31, 2021 and December 31, 2020 the balance
outstanding on the loan is $ 0 and $ 150,000, respectively. On May 28, 2021 the Company entered into a settlement and release agreement
with the Lender and agreed to pay the Lender a settlement of $ 400,000. The first payment of $ 200,000 was due upon signing and the Company
agreed to make additional $ 100,000 payments on the 30 th and 60 th day after signing. The additional $ 250,000 settlement
was recorded as interest during the year ended December 31, 2021. As of December 31, 2023 and December 31, 2022 accrued interest and
the note balance had been repaid.

 On
March 21, 2018, the Company borrowed $ 45,000 from an unrelated third party. The Company paid $ 4,500 of fees associated with the loan
and had amortized $ 3,514 of the costs as of December 31, 2018. The note bears an interest rate: 12 % (default interest lesser of 15 % or
maximum permitted by law) and matures on March 21, 2019. The Holder has the option to convert the outstanding principal and accrued interest
into common stock of the Company. The Conversion price is 55% of the lowest trading price during the 25 Trading Day periods prior to
the Conversion. Covenants: The Borrower shall not, without the Holder's consent, sell, lease or dispose of any significant portion
of its assets outside the ordinary course of business. The note was discounted for a derivative (see note 8 for details) and the discount
of $ 40,500 has been fully amortized over the life of the note using the effective interest method. As of December 31, 2023 and December
31, 2022 the amount had been fully amortized. As of December 31, 2023 and December
31, 2022 accrued interest and the note balance had been repaid.

 Note
7 – Notes payable – related parties

 Long-term
liabilities: Notes payable – related parties

 As
of December 31, 2021 the Company owed MKM Capital Advisors and two related entities $ 128,600
plus accrued interest of $ 70,088.
The amount owed to the MKM entities was represented by three Promissory Notes dated between February 6, 2015 and July 7, 2016. In
March 2022 the MKM entities agreed to (i) consolidate the Promissory Notes into a new note in the principal amount of $ 128,600
and (ii) forgive the accrued interest of $ 70,088.
The new Promissory Note is due and payable on December 27, 2026 and bears an interest (from December 27, 2021 to the date of
payment) of 5 %
per year. During the year ended December 31, 2023, the Company repaid $ 22,170
of principal. Accrued interest as of December 31, 2023 and December 31, 2022, amounted to $ 0.
As of December 31, 2023 and December 31, 2022, the balance owed on the loan is $ 75,756
and $ 97,926, respectively.

 As
of December 31, 2021 the Company owed CGDK, LLC $ 1,185,217, plus accrued interest of $ 452,246. The amount owed to CGDK was represented
by seven Promissory Notes dated between July 9, 2015 and August 6, 2018. In March 2022, CGDK agreed to (i) consolidate the Promissory
Notes into a new note in the principal amount of $ 1,185,217 and (ii) forgive the accrued interest of $ 452,246. The new Promissory Note
is due and payable on December 31, 2026 and bears interest (from January 1, 2022 to the date of payment) at 5 % per year. During the year
ended December 31, 2022, the loan was assumed by Doyle Knudson a related party. During the year ended December 31, 2023 the Company repaid
$ 204,341 of principal and accrued interest. As of December 31, 2023 and December 31, 2022, the balance on the loan is $ 698,233 and $ 902,574,
respectively.

liabilities: Notes payable – related parties

 On
July 31, 2014, the Company borrowed $ 98,150 from an entity controlled by a former officer and shareholder of the Company. The loan is
due and payable on demand and bears no interest. As of December 31, 2023 and December 31, 2022, the principal balance owed on this loan
is $ 98,150 and $ 98,150, respectively.

 As
of December 31, 2014, a related party loaned the Company $ 180,121, in the form of cash and expenses paid on behalf of the Company. The
loan is due and payable on demand and bears no interest. The Company repaid $ 125,500 towards this note during 2015 and as of December
31, 2023 and December 31, 2022 the principal balance owed on this loan was $ 54,621 and $ 54,621, respectively.

Liabilities: Convertible notes payable to related parties

 As
of December 31, 2021 the Company owed Hypur Inc. $ 688,500 plus accrued interest. The amounts owed to Hypur were represented by eight
Promissory Notes dated between September 20, 2016 and September 3, 2019. By an agreement effective January 31, 2022 the Company and Hypur
agreed to the following:

 On March 3, 2022 the Company paid Hypur $ 137,500, which
 was applied to principal of the notes.

 On or before each date shown below, the Company paid
 Hypur $ 12,500, which applied to principal of the notes.

 Schedule of Related Debt Maturity

 Date

 March 31, 2022

 $
 12,500

 April 30, 2022

 $
 12,500

 May 31, 2022

 $
 12,500

 June 30, 2022

 $
 12,500

 On or before July 31, 2022 the Company agreed to pay
 Hypur $ 137,500, which will apply to principal of the notes.

 All principal amounts owed
 to Hypur under the Promissory Notes will bear interest at 7.5 % per year between January 31, 2022 and July 31, 2022 as long as the
 Company is not in default under the terms of its agreement with Hypur.

 If by July 31, 2022 all
 payments required by the Company's agreement with Hypur have been made in a timely fashion, Hypur will forgive $ 250,000 of
 accrued interest owed by the Company under the Promissory Notes.

 After July 31, 2022 future
 payment plans will be negotiated, provided however that any principal amounts owed to Hypur under the Promissory Notes after July
 31, 2022 will not bear interest in excess of 7.5 % per year with a default rate of 12 % per year.

 Hypur will waive any default
 rights between January 31, 2022 and August 31, 2022 on a month-to-month basis so long as all payments required by the Company's
 agreement with Hypur have been made.

 During
the year ended December 31, 2023 the Company repaid a total of $ 64,393.
The amount claimed to be due by Hypur Inc. as of December 31, 2023 and December 31, 2022 is $ 363,500
and $ 329,256,
respectively, although these amounts are disputed by the company. Hypur forgave $ 250,000
of accrued interest owed by the Company under the Promissory Notes, which was recognized as additional paid in capital.

 Although Hypur Inc. has notified the Company that the notes were in default
as of September 1, 2022, it is the Company's position that the notes are not in default. Nevertheless, the Company began accruing
default interest of 12 % per year as of September 1, 2022.

 On
September 1, 2016, the Company entered into, a convertible promissory note with Hypur Ventures, L.P., a Delaware limited partnership
(the "Hypur Ventures") which is a related party, pursuant to which the Company borrowed $ 75,000.
 The
loan was due 180 days from the date of issuance and bears interest at 10% per annum. The note is convertible into common stock at a price
of $.05
per
share. The note is mandatory redeemable into common stock if the price per share is over $.50
per
share during a 10 day period. The principal balance owed on this loan at December 31, 2023, and December 31, 2022 was $ 75,000
and
$ 75,000,
respectively. Upon default, the note bears a default rate of interest of 15 %
per annum, and if the default has not been remedied within 30 days, the redemption price would be 150 %
of the principal amount. Although Hypur Ventures has notified the Company that the note was in default as of January 2, 2022, it is the
Company's position is that the note is not in default. Nevertheless, the Company began accruing default interest as of January
2, 2022.

 On
October 14, 2016, the Company entered into a convertible promissory note with Hypur Ventures, pursuant to which the Company borrowed
$ 100,000.
The loan was due 180 days from the date of issuance and bears interest at 10 %
per annum. The note is convertible into common stock at a price of $.05
 per share. The note is mandatory redeemable into
common stock if the price per share is over $.50
 per share during a 10 day period. The principal
balance owed on this loan at December 31, 2023 and December 31, 2022 was $ 100,000
 and $ 100,000,
respectively. Upon default, the note bears a default rate of interest of 15 %
per annum, and if the default has not been remedied within 30 days, the redemption price would be 150 %
of the principal amount. Although Hypur Ventures has notified the Company that the note was in default as of January 2, 2022, it is the
Company's position is that the note is not in default. Nevertheless, the Company began accruing default interest as of January
2, 2022.

 On
March 7, 2017, the Company borrowed $ 100,000 from
Hypur Ventures. The loan is due 180 days from March 7, 2017 and bears interest at 10 %
per annum. The loan is convertible into shares of the Company's common stock at a price of $.05 per
share. The loan will automatically convert into shares of the Company's common stock if the price of the Company's
common stock is over $.50 per
share during any ten-day period. The principal balance owed on this loan December 31, 2023 and December 31, 2022 was $ 100,000 and
$ 100,000 respectively.
Upon default, the note bears a default rate of interest of 15 %
per annum, and if the default has not been remedied within 30 days, the redemption price would be 150 %
of the principal amount. Although Hypur Ventures has notified the Company that the note was in default as of January 2, 2022, it is
the Company's position is that the note is not in default. Nevertheless, the Company began accruing default interest as
of January 2, 2022.

 The
Company re-measured the fair value of derivative liabilities on December 31, 2023 and December 31, 2022. See Note 8.

 Note
8 – Derivative Liability

 The
Company analyzed the conversion options for derivative accounting consideration under ASC 815, Derivatives and Hedging, and determined
that an instrument should be classified as a liability when a conversion option becomes effective.

 The
derivative liability in connection with the conversion feature of the convertible debt is measured using level 3 inputs.

 The
change in the fair value of derivative liabilities is as follows:

 Schedule of Derivative Liabilities at Fair Value

 Balance – December 31, 2021

 $
 712,784

 Settlement of derivatives upon conversion

 $
 ( 442,389
)

 Change in fair value of the derivative

 $
 180,724

 Balance – December 31, 2022

 $

 Settlement of derivatives upon conversion

 $
 ( 117,109
)

 Gain on change in fair value of the derivative

 $
 169,573

 Balance – December 31, 2023

 $

 The
table below shows the option-pricing model inputs used by the Company to value the derivative liability at each measurement
date:

 Schedule of Derivative Instruments, Black-Scholes Option-Pricing Model Input Used

 Year Ended

 December 31, 2023

 Year ended

 December 31, 2022

 Expected term

 1.00 - 1.01 years

 0.25 – 1.09 years

 Expected average volatility

 242.2 % - 246.6
 %

 229,.64 % – 260.80
 %

 Expected dividend yield

 -

 -

 Risk-free interest rate

 4.74 %- 4.75
 %

 4.12 % – 4.76
 %

 Note
9 – Stockholders' deficit

 The
Company was originally authorized to issue 100,000,000 shares of common stock and 100,000,000 shares of preferred stock. On May 6, 2014, the Company effected a forward stock split and a pro-rata increase in its authorized common stock on a basis of 14-to-1, whereby each shareholder received 14 newly issued shares of common stock for each 1 share held. Additionally, the number of authorized shares increased
to 1,400,000,000 shares of common stock. All references to share and per share amounts in the consolidated financial statements and these
notes thereto have been retroactively restated to reflect the forward stock split.

 On
July 6, 2021, the Company effected a reverse stock split and a pro-rata decrease in its authorized common stock on a basis of 1-for-100,
the authorized capital of the Company concurrently decreased to 14,000,000 shares of common stock. All references to share and per share
amounts in the consolidated financial statements and accompanying notes thereto have been retroactively restated to reflect the reverse
stock split. The Company issued a total of 1,570 shares of common stock due to rounding on the reverse stock split.

stock

 During
the year ended December 31, 2022, 260,000 shares of common stock were returned to the treasury.

 During
October 2022 the Company issued a total of 25,000 shares of common stock valued at $ 4,750 ($ 0.19 per share) to an employee, the fair
market value on the date of issuance.

 Preferred
stock

 On
May 3, 2016, the Company entered into, an agreement with Hypur Ventures, L.P., a Delaware limited partnership (the "Hypur Ventures")
which is a related party pursuant to which the Company sold to Hypur Ventures, in a private placement, 10,000,000 shares of the Company's
preferred stock and 5,000,000 common stock warrants with a five year term and an exercise price of $ 0.10, at a purchase price of $ 0.05
per share for gross proceeds of $ 500,000. The shares of preferred stock are convertible into shares of the Company's common stock.
The preferred stock has such other rights, preferences and privileges as are set forth in a certificate of designation filed with the
Nevada Secretary of State. The Company evaluated the convertible preferred stock under FASB ASC 470-20-30 and determined it contained
a beneficial conversion feature. The intrinsic value of the beneficial conversion feature was determined to be $ 114,229. The beneficial
conversion feature was fully amortized and recorded as a deemed dividend.

 Between
July and August of 2016 Hypur Ventures purchased an additional 10,000,000 shares of the Company's preferred stock and 5,000,000
common stock warrants with a five year term and an exercise price of $ 0.10, at a purchase price of $ 0.05 per share for net proceeds of
$ 445,000, net of legal fees of $ 55,000. The shares of preferred stock are convertible into shares of the Company's common stock.
The preferred stock has such other rights, preferences and privileges as are set forth in a certificate of designation filed with the
Nevada Secretary of State. The Company evaluated the convertible preferred stock under FASB ASC 470-20-30 and determined it does not
contain a beneficial conversion feature. The intrinsic value of the beneficial conversion feature was determined to be $ 0.

 The
preferred stock is convertible at any time at the election of Hypur Ventures. The preferred stock shall automatically convert to common
stock if the closing price of the Company's common stock equals or exceeds $ 0.50 per share over any consecutive twenty day trading
period. The preferred stock terms include a one-time purchase price preference. No preferential dividends apply to the preferred stock.
The preferred stock attributes include weighted average anti-dilution protection, rights to appoint one director, pre-emptive rights
to purchase future offerings of securities by the Company, demand and piggy-back registration rights.

 The
Company has reserved thirty million shares of common stock that may be issued upon the conversion and/or exercise of the preferred stock
and the warrants.

 Note
10 – Options and warrants

 All
stock options have an exercise price equal to the fair market value of the common stock on the date of grant. The fair value of each
option award is estimated using a Black-Scholes-Merton option valuation model. The Company has not paid any cash dividends on its common
stock and does not anticipate paying any cash dividends in the foreseeable future. Consequently, the Company uses an expected dividend
yield of zero in the Black-Scholes-Merton option valuation model. Volatility is an estimate based on the calculated historical volatility
of similar entities in industry, in size and in financial leverage, whose share prices are publicly available. The expected life of awards
granted represents the period of time that they are expected to be outstanding. The Company has no historical experience with which to
establish a basis for determining an expected life of these awards. Therefore, the Company only gave consideration to the contractual
terms and did not consider the vesting schedules, exercise patterns and pre-vesting and post-vesting forfeitures significant to the expected
life of the option award. The Company bases the risk-free interest rate used in the Black-Scholes-Merton option valuation model on the
implied yield currently available on U.S. Treasury issues with an equivalent remaining term equal to the expected life of the award.

 On
May 3, 2023, the Company issued Andrew Berman, a Director of the Company, an option to purchase 350,000
shares of the Company's common stock. The option is exercisable at a price of $ 0.21
per share and expires on September
30, 2027. Options
to purchase 50% of the shares can be exercised immediately. Options to purchase 25% of the shares can be exercised after June 30,
2023. Options to purchase 25% of the shares can be exercised after March 30, 2024. The Company also issued Mr. Berman an
option to purchase an additional 400,000
shares of the Company's common stock. The option is exercisable at a price of $.21
per share. The option to purchase these 400,000
shares will not be exercisable unless and until the Company (i) sells all or substantially all of its assets or (ii) the Company
mergers with another entity and the Company is not the surviving entity in the merger. Notwithstanding the above, the option will
not be issued if condition (i) or (ii) are not met by September 29, 2027. However, if the option is issued, the option will expire
on September
30, 2027.

 The
following is a summary of the Company's stock option activity for the year ended December 31, 2023:

 Summary of Stock Option Activity

 Number Of

 Weighted-Average

 Outstanding at December 31, 2022

 3,022,000

 $
 -

 Granted

 350,000

 $
 0.21

 Expired

 -

 $
 -

 Cancelled

 ( 50,000
)

 $
 0.21

 Outstanding at December 31,2023

 3,332,000

 $
 0.21

 Options exercisable at December 31, 2023

 1,713,500

 $
 0.21

 The
following tables summarize information about stock options outstanding and exercisable at December 31, 2023:

 Schedule of Stock Options Outstanding and Exercisable Exercise Price Range

 OPTIONS OUTSTANDING AND EXERCISABLE AT DECEMBER 31, 2023

 Range of
 Exercise Prices

 Number of
 Outstanding

 Weighted-
 Remaining
 Contractual
 Life in Years

 Weighted-

 Number
 Exercisable

 Weighted-

 $
 0.21

 3,332,000

 3.75.

 $
 0.21

 1,713,500

 $
 0.21

 Total
stock-based compensation expense in connection with options and modified awards recognized in the consolidated statement of
operations for years ended December 31, 2023 was $ 50,180
and $ 327,596,
respectively.

 Note
11 – 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 carry backs, 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
staff of the Securities and Exchange Commission issued Staff Accounting Bulletin No. 118 to address the application of GAAP in situations
when a registrant does not have the necessary information available, prepared or analyzed (including computations) in reasonable detail
to complete the accounting for certain income tax effects of the TCJA. In connection with the initial analysis of the impact of the TCJA,
the Company remeasured its deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future,
which is generally 21%. The remeasurement of the Company's deferred tax assets and liabilities was offset by a change in the valuation
allowance.

 For
the year ended December 31, 2023 the company had an operating profit but had a net operating loss as of December 31, 2022 that exceeded
the profit and accordingly, no provision for income taxes has been recorded. In addition, no benefit for income taxes has been recorded
due to the uncertainty of the realization of any tax assets. At December 31, 2023 and 2022, the Company had approximately $ 8,376,791
and $ 8,862,659 of federal and state net operating losses. The net operating loss carry forwards, if not utilized, will begin to expire
in 2029. The provision for income taxes consisted of the following components for the years ended December 31:

 Components
of net deferred tax assets, including a valuation allowance, are as follows at December 31:

 Schedule of Components of Deferred Tax Assets

 2023

 2022

 December 31

 2023

 2022

 Deferred tax assets:

 Net operating loss carry forwards

 $
 ( 1,759,126
)

 $
 ( 1,861,158
)

 Valuation allowance

 $
 ( 1,759,126
)

 ( 1,861,158
)

 Total deferred tax assets

 $
 -

 $
 -

 Note
12 – Subsequent events

 None.