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 UNITED
STATES

SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM

 (Mark
One)

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

 For
the fiscal year ended: December 31, 2023

 or

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

 For
the transition period from __________________to __________________

 Commission
file number: 000-55049

 METAWORKS
PLATFORMS, INC.

 (Exact name of registrant as specified in its
charter)

 Nevada

 27-3098487

 State
 or other jurisdiction of

 (I.R.S.
 Employer

 incorporation
 or organization

 Identification
 No.)

 3250
Oakland Hills Court, Fairfield, CA 94534
 (Address of principal executive offices and Zip Code)

 424. 570.9446

 (Registrant's
telephone number, including area code)

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

 Title
 of each Class

 Trading
 Symbol(s)

 Name
 of each exchange on which registered

 Nil

 N/A

 N/A

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

 Common
Stock
 (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

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).

 Yes
 No

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

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 reporting company

 Emerging
 growth company

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

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

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

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

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

 Yes
 No

 State
the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which
the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's
most recently completed second fiscal quarter.

 $ 5,249,764.38
based on a price of $0.07 per share multiplied by 74,996,634 shares of common stock held by non-affiliates.

 (APPLICABLE
ONLY TO CORPORATE REGISTRANTS)

the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date: As of
April 10, 2024, 117,452,923 shares of
common stock were outstanding.

 DOCUMENTS
INCORPORATED BY REFERENCE

 List
hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into
which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any
prospectus filed under Rule 424(b) or (c) of the Securities Act of 1933. The listed documents should be clearly described for
identification purposes (e.g., annual report to security holders for the fiscal year ended December 24, 1980). Not
applicable.

 TABLE
OF CONTENTS

 ITEM 1. BUSINESS

 ITEM 1A. RISK FACTORS

 ITEM 1B. UNRESOLVED STAFF COMMENTS

 ITEM 2. PROPERTIES

 ITEM 3. LEGAL PROCEEDINGS

 ITEM 4. MINE SAFETY DISCLOSURES

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

 ITEM 6. [RESERVED]

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

 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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

 ITEM 9A. CONTROLS AND PROCEDURES

 ITEM 9B. OTHER INFORMATION

 ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 ITEM 11. EXECUTIVE COMPENSATION

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

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

 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

 ITEM 16. FORM 10-K SUMMARY

 PART
I

 ITEM
1. BUSINESS

 Forward-Looking
Statements

 This
annual report contains forward-looking statements. Forward-looking statements are projections of events, revenues, income, future economic
performance or management's plans and objectives for future operations. In some cases, forward-looking statements can be identified
by the use of terminology such as "may", "should", "expect", "plan", "anticipate",
"believe", "estimate", "predict", "potential" or "continues" or the negative
of these terms or other comparable terminology. Examples of forward-looking statements made in this annual report include or may include,
among others, statements about:

 our
 proposed plan of operations;

 our
 financial and operating objectives and strategies to achieve them;

 the
 costs and timing of our services;

 our
 use of available funds;

 our
 capital and funding requirements; and

 our
 other financial or operating performances.

 The
material assumptions supporting these forward-looking statements include, among other things:

 our
 future growth potential, results of operations, prospects and opportunities;

 execution
 of our business strategy;

 there
 being no material variations in current regulatory environments;

 our
 operating expenses, including general and administrative expenses;

 our
 ability to obtain any necessary financing on acceptable terms;

 timing
 and amount of capital expenditures;

 retention
 of skilled personnel;

 continuation
 of current tax and regulatory regimes; and

 general
 economic and financial market conditions.

 Although
management considers these assumptions reasonable based on information currently available to it, they may prove incorrect.

 These
forward-looking statements are only predictions and involve known and unknown risks, uncertainties and other factors, including:

 inability
 to efficiently manage our operations;

 general
 economic and business conditions;

 our
 negative operating cash flow;

 our
 ability to obtain additional financing;

 our
 ability to collect outstanding loans;

 increases
 in capital and operating costs;

 general
 cryptocurrency risks;

 technological
 changes and developments in the blockchain and cryptocurrencies;

 risks
 relating to regulatory changes or actions;

 competition
 for blockchain platforms and technologies; and

 other
 factors discussed under the section entitled "Risk Factors",

 any
of which may cause our actual results, levels of activity, performance or achievements to be materially different from any future results,
levels of activity, performance or achievements expressed or implied by these forward-looking statements. Further, although we have attempted
to identify factors that could cause actual results, levels of activity, performance or achievements to differ materially from those
described in forward-looking statements, there may be other factors that cause results, levels of activity, performance or achievements
not to be as anticipated, estimated or intended.

 While
these forward-looking statements and any assumptions upon which they are based are made in good faith and reflect management's
current judgment regarding the direction of our business, actual results may vary, sometimes materially, from any estimates, predictions,
projections, assumptions or other future performance suggested herein. Accordingly, readers should not place undue reliance on forward-looking
statements. Except as required by applicable law, including the securities laws of the United States and Canada, we do not intend to
update any of the forward-looking statements to conform these statements to actual results. All forward-looking statements in this annual
report are qualified by this cautionary statement.

 Unless otherwise stated, all
financial information contained herein is shown in United States dollars. Our financial statements are prepared
by the United States' generally accepted accounting principles. Unless otherwise stated, "$" refers to United
States dollars.

 In
this annual report, unless otherwise specified, all references to "shares" refer to shares of common stock in the capital
of our company.

 As
used in this annual report, the terms "we", "us", "the Company", "our" and "MetaWorks"
mean MetaWorks Platforms, Inc. and its wholly-owned subsidiary, CurrencyWorks USA Inc., and its majority-owned subsidiaries EnderbyWorks
LLC, and Motoclub LLC, unless otherwise specified.

 Corporate
Overview

 We
were incorporated under the laws of the State of Nevada on July 20, 2010.

 We
have three subsidiaries CurrencyWorks USA Inc., EnderbyWorks LLC, and Motoclub LLC. We have 100% ownership of CurrencyWorks USA Inc.,
100% ownership of EnderbyWorks LLC, and 80% ownership of Motoclub LLC.

 General
Development of Business

aims to build and operate a full-service blockchain platform that leverages Web3 technology such as non-fungible and fungible tokens
(NFTs), branded digital wallets, digital marketplaces and payments, digital assets and rewards.

 Since
2017, our services and development business has provided a turnkey set of Web3 tools, platforms and services for companies to develop
and integrate blockchain, payments and Web3 technologies into their ongoing and new business operations.

 Our
core revenue streams are expected to remain as consulting revenues, technology development and transaction fees as well as project and payment fees generated through our owned and operated projects and platforms. We may accept
equity stakes as payment for our services, to the extent permitted under applicable law.

has developed expertise in several key areas of the digital ecosystem and we plan to build on these initiatives to drive our growth,
including:

 Web3
Marketplaces, Memberships and Transactions

 Our
 work developing Web3-based apps like the IP content management app ARK scheduled for launch
 in May of 2024. MetaWorks owns 7% of ARK.

 Our
 work launching the award-winning Vuele.io NFT platform for the feature movies sector

 Our
 work launching the MusicFX.io NFT platform for the music sector

 Our
 work launching the Motoclub.io NFT platform for the collector car sector

 Future
& Recent Projects

 In the next year, we will continue to develop and expand our partner project
portfolio in the Web3 space where we can use our expertise to leverage Blockchain and Web3 tools & technologies. We will also seek
to expand our renewable energy project Zer00 first announced in 2021. In March of 2024, MetaWorks acquired 11% of a private Company called
Fogdog Energy Solutions Inc. Our Chief Financial Officer, Secretary and Treasurer, Swapan Kakumanu, is a director, chief financial officer
and shareholder of Fogdog.

of Business

 Overview

 Our business owns, builds, partners with and operates Web3 Platforms-as-a-Service
that leverages Web3 tools and technologies like Blockchain, digital wallets & rewards and non-fungible and fungible tokens and green
technologies. We anticipate that we will enable companies to leverage these emerging technologies to grow and complement their existing
and new businesses in ways they could not using traditional or web2 centralized technologies.

 Web3

 Is generally referred to
as the next iteration of the World Wide Web. Web3 incorporates the concepts of decentralization, digital ownership, blockchain-based
technologies and the use and tokenization of both physical and digital assets.

 Blockchain
Technology

 Blockchain
is a continuously growing list of records called blocks, which are linked and secured using cryptography. Each block contains typically
a hash pointer as a link to a previous block, a timestamp and transaction data. By design, blockchains are inherently resistant to modification
of the data. Functionally, a blockchain can serve as an open, distributed ledger that can record transactions between two parties efficiently
and in a verifiable and permanent way. For use as a distributed ledger, a blockchain is typically managed by a peer-to-peer network collectively
adhering to a protocol for validating new blocks. Once recorded, the data in any given block cannot be altered retroactively without
the alteration of all subsequent blocks and a collusion of the network majority. Blockchains are secure by design and are an example
of a distributed computing system and decentralization can be achieved with a blockchain. This makes blockchains potentially suitable
for the recording of events, medical records and other record management activities, such as identity management, documenting provenance,
digital asset registration and transaction processing.

 Principal
Services

 We
plan to generate revenue through the creation, development and management of fintech platforms for companies by:

 1.

 Business
 Development and Technical Services

 Earning
 fees for consulting and development services;

 Earning
 fees for business development, program management and strategic planning;

 Licensing
 fees on fintech platforms;

 Transaction
 fees; and

 Earned
 equity stakes in projects.

 2.

 Blockchain
 and Technology Program Management

 Product
 vision and road-mapping;

 Program
 development and project management; and

 Product
 development and testing.

 3.

 Customer
 Development

 Customer
 discovery and scoping (not including any distribution or marketing-related services, or assistance regarding the offer or sale of
 any tokens or coins); and

 Product
 commercialization and support.

 4.

 Business
 Launch Services

 Public
 relations, business development plans and strategies maximizing physical and digital outreach (not including any distribution or
 marketing-related services, or assistance regarding the offer or sale of any tokens or coins);

 Initial
 community development & management strategy; and

 Establish
 digital/social media strategy and presence;

 5.

 Post-Business
 Launch Support Services

 Public
 relations to support (not including any distribution or marketing-related services, or assistance regarding the offer or sale of
 any tokens or coins);

 Community
 development and management; and

 General
 support.

 We
do not intend to find or make referrals to, or otherwise solicit, or assist in any way in the solicitation of, investors for investment
in any of our clients' coin offerings, act as a placement agent for the sale of our clients' coins, or otherwise engage in
any activity that would require us to register under Section 15(b) of the Securities Exchange Act of 1934, or similar provisions under
state law.

 Sales
and Marketing

 We
intend to implement our sales and marketing plan to attract new clients to our fintech-as-a-service and consulting business as follows:

 Direct
 sales pipeline development and management with management signing and managing qualified business prospects;

 Maintain
 an online presence through our website and social media channels by utilizing video, written content and social implementations to
 create awareness;

 Speaking
 engagements at industry conferences;

 Networking
 within our established channels;

 Direct
 sales channel management programs including both inbound and outbound programs and client referrals; and

 Public
 relations campaigns.

 Competition

 We
are in a novel business of providing services for companies to develop and integrate blockchain and Web3 technologies into
their business operations. We compete with the many companies in the Web3 space. Here are some of the larger competitors:

 ConsenSys

 ConsenSys
is a venture production studio building decentralized applications and various developer and end-user tools for blockchain ecosystems,
primarily focused on Ethereum. The ConsenSys "hub" coordinates, incubates, accelerates and spawns "spoke" ventures
through development, resource sharing, acquisitions, investments and the formation of joint ventures. These spokes benefit from foundational
components built by ConsenSys that enable new services and business models to be built on the blockchain. In addition to the development
of internal projects and consulting work, ConsenSys is engaged in the identification, development and acquisition of talent and projects
on an ongoing basis.

 IBM

 With
thousands of technical experts, IBM is moving quickly into enterprise blockchain and claims the leading blockchain for business platform.
This is primarily B2B-focused work.

 Many
of our current and potential competitors may have greater brand recognition, longer operating histories, larger customer bases and,
significantly greater financial, marketing and other resources than we do. Accordingly, these competitors may be able to spend
greater amounts on product development, marketing and distribution. This advantage could enable our competitors to acquire a larger
market share and develop and offer more competitive products and services. Such competition could adversely impact our ability to
attain the financing necessary for us to develop our business plan. In the face of competition, we may not be successful in
sufficient market share to make our business profitable.

 Many
 of the large management consultancy firms are developing blockchain-specific practice areas including Accenture, Deloitte and Bain.

 Intellectual
Property and Technology

 We
do not currently own any intellectual property. We intend to aggressively assert our rights under trade secrets, patents, trademarks and
copyright laws to protect any intellectual property that we create, including product design, product research and concepts and recognized
trademarks. These rights may be protected through the acquisition of patents and trademark registrations, the maintenance of trade secrets,
the development of trade dress, and, where appropriate, litigation against those who are, in our opinion, infringing these rights.

 We
may initiate claims or litigation against third parties for infringement of our proprietary rights or to establish the validity of
our proprietary rights. In addition, while we are not aware that our services or proprietary rights infringe the proprietary rights
of third parties, we may receive notices from third parties asserting that we have infringed their patents, trademarks, copyrights
or other intellectual property rights. Any such claims could be time-consuming, result in costly litigation, cause service stoppages
or lead us to enter into royalty or licensing agreements rather than disputing the merits of such claims. An adverse outcome in
litigation or similar proceedings could subject us to significant liabilities to third parties, require the expenditure of
significant resources to develop non-infringing technology, require disputed rights to be licensed from others or require us to
cease operating our business, any of which could have a material adverse effect on our business, operating results and financial
condition.

 As
we are still in the early stages of developing our business, we have devoted no substantial efforts to research and development within
the last three fiscal years.

 Government
Regulation

and future legislation rulemaking and other regulatory developments, including interpretations released by a regulatory authority,
may impact how bitcoins or other cryptocurrencies are viewed or treated for classification and clearing purposes. In particular,
bitcoins and other cryptocurrencies may not be excluded from the definition of "security" by regulatory rulemaking or interpretation
requiring registration of all transactions, unless an exemption is available, including transacting in bitcoin or cryptocurrency amongst
owners and requiring registration of trading platforms as "exchanges" such as Coinsquare. We cannot be certain as to how future
regulatory developments will impact the treatment of bitcoins and other cryptocurrencies under the law. If we determine not to comply
with such additional regulatory and registration requirements, we may seek to cease certain of our operations or be subjected to fines,
penalties and other governmental action. Any such action may adversely affect an investment in us. Such circumstances would have a material
adverse effect on our ability to continue as a going concern or to pursue this segment at all, which would have a material adverse effect
on our business, prospects or operations and potentially the value of any cryptocurrencies we hold or expect to acquire for our account
and harm investors.

 We
intend to comply with any applicable anti-money laundering or know-your-customer rules relating to tokens imposed by the SEC and Canadian
securities regulators.

 Investment
Company Act of 1940 Considerations

 We
intend to conduct our operations so that we do not fall within, or are excluded from the definition of an "investment company"
under the Investment Company Act of 1940.

 Under
Section 3(a)(1)(A) of the Investment Company Act of 1940, a company is deemed to be an "investment company" if it is, or
holds itself out as being, engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in
securities. We believe that we will not be considered an investment company under Section 3(a)(1)(A) of the Investment Company Act of
1940 because we will not engage primarily or hold ourselves out as being engaged primarily in the business of investing, reinvesting
or trading in securities. Rather, our new business is a services and development business that provides a turnkey set of services for
companies to develop and integrate blockchain and cryptocurrency technologies into their business operations.

 Under
Section 3(a)(1)(C) of the Investment Company Act of 1940, a company is deemed to be an "investment company" if it is engaged,
or proposes to engage, in the business of investing, reinvesting, owning, holding or trading in securities and owns or proposes to acquire
"investment securities" having a value exceeding 40% of the value of our company's total assets (exclusive of U.S.
Government securities and cash items) on an unconsolidated basis, which we refer to as the "40% test." We intend to monitor
our holdings and conduct operations so that on an unconsolidated basis we will comply with the 40% test. Nevertheless, because we may
accept tokens, coins or equity in payment for our services, to the extent permitted under applicable law, we may acquire "investment
securities" having a value exceeding 40% of the value of our company's total assets (exclusive of U.S. government securities
and cash items) on an unconsolidated basis. In that case, we intend to rely on a safe harbour exemption from the Investment Company Act
of 1940 for so-called "transient investment companies."

 Consistent
with the "transient investment company" safe harbour, we will have to reduce our holdings of "investment securities
to not more than 40% of our total assets as soon as is reasonably possible and in any event within one year from the earlier of (i) the
date on which we own securities and/or cash having a value exceeding 50% of the value of our company's total assets on either a
consolidated or unconsolidated basis or (ii) the date on which we own or propose to acquire "investment securities" having
a value exceeding 40% of the value of our company's total assets (exclusive of U.S. government securities and cash items) on an
unconsolidated basis. This reduction could be attempted in several ways, including the disposition of securities and the acquisition
of other assets that would not constitute investment securities for purposes of the Investment Company Act of 1940. If we are required
to sell securities, we may sell them sooner than we otherwise would, the sales may be at depressed prices, and we may never realize anticipated
benefits from, or may incur losses on, those investments. We may not be able to sell some investments due to contractual or legal restrictions
or the inability to locate a suitable buyer. We may also incur tax liabilities when we sell our assets. If we decide to try to acquire
additional assets that would not constitute investment securities, we may not be able to identify and acquire suitable assets. If these
steps do not achieve a sufficient reduction in our holdings of investment securities within the prescribed period, we will be forced
to liquidate some of our securities holdings and invest the proceeds in U.S. government securities and cash items, with a potential loss.

 Because
we can rely on the "transient investment company" safe harbour only once during any three years, we may not accept
tokens, coins or equity in payment for our services during the period that this safe harbour is not available.

 If
we become obligated to register our company as an investment company, we would have to comply with a variety of substantive requirements
under the Investment Company Act of 1940 imposing, among other things:

 limitations
 on capital structure;

 restrictions
 on specified investments;

 prohibitions
 on transactions with affiliates; and

 compliance
 with reporting, record keeping, voting, proxy disclosure and other rules and regulations that would significantly change our operations.

 If
we were required to register our company as an investment company but failed to do so, we would be prohibited from engaging in our business,
and criminal and civil actions could be brought against us. In addition, our contracts would be unenforceable unless a court required
enforcement and a court could appoint a receiver to take control of us and liquidate our business, all of which would have a material
adverse effect on us.

 Employees

 As
of April 10, 2024, we have two executive officers, Scott Gallagher, who is our president, and Swapan Kakumanu, who is our chief
financial officer, secretary, and treasurer and no employees. Our management oversees all responsibilities in the areas of corporate
administration, business development, and research. We also employ consultants on an as-needed basis to provide specific expertise
in areas of product design and development and other business functions including marketing and accounting. We intend to expand our
current management to retain skilled directors, officers, and employees with experience relevant to our business focus.

 ITEM
1A. RISK FACTORS

 An
investment in our common stock involves several very significant risks. You should carefully consider the following risks and uncertainties
in addition to other information in this annual report in evaluating our company and our business before purchasing our securities. Our
business, operating results and financial condition could be seriously harmed as a result of the occurrence of any of the following risks.
You could lose all or part of your investment due to any of these risks. You should invest in our common stock only if you can afford
to lose your entire investment.

 General
Cryptocurrency Risks

 Cryptocurrency
exchanges and other trading venues are relatively new and, in most cases, largely unregulated and may therefore be subject to fraud and
failures.

 When
cryptocurrency exchanges or other trading venues are involved in fraud or experience security failures or other operational issues, such
events could result in a reduction in cryptocurrency prices or confidence impact our success and have a material adverse effect on
our ability to continue as a going concern or to pursue this segment at all, which would have a material adverse effect on our business,
prospects and operations.

 Cryptocurrency
market prices depend, directly or indirectly, on the prices set on exchanges and other trading venues, which are new and, in most cases,
largely unregulated as compared to established, regulated exchanges for securities, commodities or currencies. For example, during the
past three years, several Bitcoin exchanges have closed due to fraud, business failure or security breaches. In many of these instances,
the customers of the closed exchanges were not compensated or made whole for partial or complete losses of their account balances. While
smaller exchanges are less likely to have the infrastructure and capitalization that may provide larger exchanges with some stability,
larger exchanges may be more likely to be appealing targets for hackers and "malware" (i.e., software used or programmed
by attackers to disrupt computer operation, gather sensitive information or gain access to private computer systems) and may be more
likely to be targets of regulatory enforcement action. We do not maintain any insurance to protect from such risks and do not expect
any insurance for customer accounts to be available (such as federal deposit insurance) at any time in the future, putting customer accounts
at risk from such events. In the event we face fraud, security failures, operational issues or similar events such factors would have
a material adverse effect on our ability to continue as a going concern or to pursue this segment at all, which would have a material
adverse effect on our business, prospects and operations.

 Regulatory
changes or actions may alter the nature of an investment in us or restrict the use of cryptocurrencies in a manner that adversely affects
our business, prospects or operations.

 As
cryptocurrencies have grown in both popularity and market size, governments around the world have reacted differently to cryptocurrencies,
with certain governments deeming them illegal while others have allowed their use and trade.

 Governments
may in the future regulate, curtail or outlaw the ability for acquisition, use or redemption of cryptocurrencies. Ownership of, holding
or trading in cryptocurrencies may then be considered illegal and subject to sanction. Governments may also take regulatory action that
may increase the cost and/or subject cryptocurrency companies to additional regulation. Similar actions by governments or regulatory
bodies could result in restriction of the acquisition, ownership, holding, selling, use or trading of our securities. The effect of any
future regulatory change on our business or any cryptocurrency that may impact our business is impossible to predict, but such change
could be substantial and would have a material adverse effect on our business, prospects and operations.

 On-going
and future regulatory actions and regulatory change related to our business or cryptocurrencies may impact our ability to continue to
operate and such actions could affect our ability to continue as a going concern or to pursue this segment at all, which would have a
material adverse effect on our business, prospects or operations.

 The
development and acceptance of cryptographic and algorithmic protocols governing the issuance of transactions in cryptocurrencies
are subject to a variety of factors that are difficult to evaluate.

 The
use of cryptocurrencies to, among other things, buy and sell goods and services and complete transactions, is part of a new and rapidly
evolving industry that employs digital assets based upon a computer-generated mathematical and/or cryptographic protocol. The growth
of this industry in general, and the use of cryptocurrencies in particular, is subject to a high degree of uncertainty, and the slowing
or stopping of the development or acceptance of developing protocols may occur and is unpredictable. The factors include, but are not
limited to:

 Continued
 worldwide growth in the adoption and use of cryptocurrencies;

 Governmental
 and quasi-governmental regulation of cryptocurrencies and their use, or restrictions on or regulation of access to and operation
 of the network or similar cryptocurrency systems;

 Changes
 in consumer demographics and public tastes and preferences;

 The
 maintenance and development of the open-source software protocol of the network;

 The
 availability and popularity of other forms or methods of buying and selling goods and services, including new means of using fiat
 currencies;

 Maintenance
 and development of cryptosystems requires a large draw of power and secure battery backup systems, development of these related
 products has significant environmental impacts that could negatively impact public popularity;

 General
 economic conditions and the regulatory environment relating to digital assets; and

 Negative
 consumer sentiment and perception of Bitcoin specifically and cryptocurrencies generally.

 Such
events would have a material adverse effect on our ability to continue as a going concern or to pursue this segment at all, which would
have a material adverse effect on our business, prospects or operations and potentially the value of any cryptocurrencies we hold or
expect to acquire for our account and harm investors in our securities.

 Banks
and financial institutions may not provide banking services or may cut off services, to businesses that provide cryptocurrency-related
services or that accept cryptocurrencies as payment, including financial institutions of investors in our securities.

 Several companies that provide Bitcoin and/or other cryptocurrency-related services have been unable to find banks or financial institutions
that are willing to provide them with bank accounts and other services. Similarly, several companies and individuals or businesses
associated with cryptocurrencies may have had and may continue to have their existing bank accounts closed or services discontinued with
financial institutions. We also may be unable to obtain or maintain these services for our business. The difficulty that many businesses
that provide bitcoin and/or other cryptocurrency-related services have and may continue to have in finding banks and financial institutions
willing to provide them services may be decreasing the usefulness of cryptocurrencies as a payment system and harming public perception
of cryptocurrencies and could decrease its usefulness and harm its public perception in the future. Similarly, the usefulness of cryptocurrencies
as a payment system and the public perception of cryptocurrencies could be damaged if banks or financial institutions were to close the
accounts of businesses providing bitcoin and/or other cryptocurrency-related services. This could occur as a result of compliance risk,
cost, government regulation or public pressure. The risk applies to securities firms, clearance and settlement firms, national stock
and commodities exchanges, the over-the-counter market and the Depository Trust Company, which, if any of such entities adopts or implements
similar policies, rules or regulations, could result in the inability of our investors to open or maintain stock or commodities accounts,
including the ability to deposit, maintain or trade our securities. Such factors would have a material adverse effect on our ability
to continue as a going concern or to pursue this segment at all, which would have a material adverse effect on our business, prospects
or operations and harm investors.

 The
impact of geopolitical events on the supply and demand for cryptocurrencies is uncertain.

 Crises
may motivate large-scale purchases of cryptocurrencies which could increase the price of cryptocurrencies rapidly. This may increase
the likelihood of a subsequent price decrease as crisis-driven purchasing behaviour wanes, adversely affecting the value of any cryptocurrencies
we hold or expect to acquire for our account. Such risks are similar to the risks of purchasing commodities in general uncertain
times, such as the risk of purchasing, holding or selling gold.

 As
an alternative to gold or fiat currencies that are backed by central governments, cryptocurrencies, which are relatively new, are subject
to supply and demand forces. How such supply and demand will be impacted by geopolitical events is uncertain but could be harmful to
us and investors in our securities. Nevertheless, political or economic crises may motivate large-scale acquisitions or sales of cryptocurrencies
either globally or locally. Such events would have a material adverse effect on our ability to continue as a going concern or to pursue
this segment at all, which would have a material adverse effect on our business, prospects or operations and potentially the value of
any cryptocurrencies we hold or expect to acquire for our account.

 Acceptance
and/or widespread use of cryptocurrency is uncertain.

 Currently,
there is a relatively small use of bitcoins and/or other cryptocurrencies in the retail and commercial marketplace for goods or services.
In comparison, there is relatively large use by speculators contributing to price volatility.

 The
relative lack of acceptance of cryptocurrencies in the retail and commercial marketplace limits the ability of end-users to use them
to pay for goods and services. Such lack of acceptance or decline in acceptances would have a material adverse effect on our ability
to continue as a going concern or to pursue this segment at all, which would have a material adverse effect on our business, prospects
or operations and potentially the value of any cryptocurrencies we hold or expect to acquire for our account.

 Political
or economic crises may motivate large-scale sales of Bitcoins Ethereum, or other cryptocurrencies, which could result in a reduction
in value and adversely affect us.

 There
was much volatility in the digital assets industry during 2022 and 2021. During 2022 there was the collapse of FTX, a major exchange,
which led the crypto market cap to decline by billions of U.S. dollars in only a few days. Large-scale sales of bitcoins and Ethereum
or other cryptocurrencies would result in a reduction in their value and could adversely affect us. Such circumstances would have a material
adverse effect on our ability to continue as a going concern or to pursue this segment at all, which would have a material adverse effect
on our business, prospects or operations and potentially the value of any cryptocurrencies we hold or expect to acquire for our account
and harm investors.

 It
may be illegal now, or in the future, to acquire, own, hold, sell or use Bitcoin, Ethereum, or other cryptocurrencies, participate in
the blockchain or utilize similar digital assets in one or more countries, the ruling of which would adversely affect us.

 Although
currently bitcoins, Ethereum, and other cryptocurrencies, blockchain and digital assets generally are not regulated or are lightly regulated
in most countries, including the United States, one or more countries such as China and Russia may take regulatory actions in the future
that could severely restrict the right to acquire, own, hold, sell or use these digital assets or to exchange these digital assets for
fiat currency. Such restrictions may adversely affect us. Such circumstances would have a material adverse effect on our ability to continue
as a going concern or to pursue this segment at all, which would have a material adverse effect on our business, prospects or operations
and potentially the value of any cryptocurrencies we hold or expect to acquire for our account and harm investors.

 If
regulatory changes or interpretations require the regulation of digital assets under the securities laws of the United States or elsewhere,
including the Securities Act of 1933, the Securities Exchange Act of 1934 and the Investment Company Act of 1940 or similar laws of other
jurisdictions and interpretations by the SEC, CFTC, IRS, Department of Treasury or other agencies or authorities, we may be required
to register and comply with such regulations, including at a state or local level. To the extent that we decide to continue operations,
the required registrations and regulatory compliance steps may result in extraordinary expense or burdens to us. We may also decide to
cease certain operations. Any disruption of our operations in response to the changed regulatory circumstances may be at a time that
is disadvantageous to us.

and future legislation SEC rulemaking and other regulatory developments, including interpretations released by a regulatory authority,
may impact how digital assets are viewed or treated for classification and clearing purposes. In particular, digital
assets may not be excluded from the definition of "security" by SEC rulemaking or interpretation requiring registration of
all transactions, unless another exemption is available, including transacting in digital assets amongst owners and requiring registration
of trading platforms as "exchanges". We cannot be certain as to how future regulatory developments will impact the treatment
of digital assets s under the law. If we determine not to comply with such additional regulatory and registration requirements, we may
seek to cease certain of our operations or be subjected to fines, penalties and other governmental action. Any such action may adversely
affect an investment in us. Such circumstances would have a material adverse effect on our ability to continue as a going concern or
to pursue this segment at all, which would have a material adverse effect on our business, prospects or operations and potentially the
value of any digital assets we hold or expect to acquire for our account and harm investors.

 Lack
of liquid markets and possible manipulation of blockchain/cryptocurrency-based assets may adversely affect us.

 Digital
assets that are represented and traded on a ledger-based platform may not necessarily benefit from viable trading markets. Stock exchanges
have listing requirements and vet issuers, requiring them to be subjected to rigorous listing standards and rules and monitoring investors
transacting on such platforms for fraud and other improprieties. These conditions may not necessarily be replicated on a distributed ledger
platform, depending on the platform's controls and other policies. The more lax a distributed ledger platform is about vetting
issuers of digital assets or users that transact on the platform, the higher the potential risk for fraud or the manipulation of digital
assets. These factors may decrease liquidity or volume, or increase volatility of digital securities or other assets trading on a ledger-based
system, which may adversely affect us. Such circumstances would have a material adverse effect on our ability to continue as a going
concern or to pursue this segment at all, which would have a material adverse effect on our business, prospects or operations and potentially
the value of any cryptocurrencies we hold or expect to acquire for our account and harm investors.

 Risks
Related to Our Business

 We
have an evolving business model.

 As
fintech and blockchain technologies become more widely available, we expect the services and products associated with them to evolve.
As a result, to stay current with the industry, our business model may need to evolve as well. From time to time, we may modify aspects
of our business model relating to our product mix and service offerings. We cannot offer any assurance that these or any other modifications
will be successful or will not result in harm to the business. We may not be able to manage growth effectively, which could damage our
reputation, limit our growth and negatively affect our operating results. Such circumstances would have a material adverse effect on
our ability to continue as a going concern or to pursue this segment at all, which would have a material adverse effect on our business,
prospects or operations and potentially the value of any cryptocurrencies we hold or expect to acquire for our account and harm investors.

 The
loss or potential loss of our exclusion from regulation pursuant to the Investment Company Act of 1940, the Investment Advisors Act of
1940 or any related state exemptions, could require us to restructure our operations.

 The
SEC heavily regulates how "investment companies," "investment advisors," and "broker-dealers"
are permitted to conduct their business activities. We believe we will conduct our business in a manner that does not result in us
being characterized as an investment company, an investment advisor or a broker-dealer, as we do not believe that we will engage in
any of the activities that require registration under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or any
similar provisions under state law. We intend to continue to conduct our business in such a manner. If, however, we are deemed to be
an investment company, an investment advisor, or a broker-dealer, we may be required to institute burdensome compliance requirements
and our activities may be restricted, which would affect our business to a material degree. The loss or potential loss of our
exclusion from regulation pursuant to the Investment Company Act of 1940, the Investment Advisors Act of 1940 or any related state
exemptions, could require us to restructure our operations, which could hurt our financial condition and
results of operations. In addition, we are determined to have engaged in activities that require any such registration, without
obtaining such registration, we could be subject to civil and/or criminal liability, which could hurt our
financial condition and results of operations.

 Cryptocurrency
inventory, including that maintained by or for us, may be exposed to cybersecurity threats and hacks.

 As
with any computer code generally, flaws in cryptocurrency codes may be exposed by malicious actors. Several errors and defects have been
found previously, including those that disabled some functionality for users and exposed users' information. Flaws in and exploitations
of the source code allow malicious actors to take or create money that has previously occurred. To date, several hackings have become public
knowledge whereby hackers have exploited security vulnerabilities in computer code used by cryptocurrency exchanges, digital wallets
and companies that hold cryptocurrency to steal the equivalent of hundreds of millions of dollars based on current exchange rates. Such
events would have a material adverse effect on our ability to continue as a going concern or to pursue this segment at all, which would
have a material adverse effect on our business, prospects or operations and potentially the value of any cryptocurrencies we hold or
expect to acquire for our account.

 Competing
fintech and blockchain platforms and technologies may adversely affect our business.

 The
development and acceptance of competing blockchain platforms or technologies may cause consumers to use alternative distributed ledgers
or an alternative to distributed ledgers altogether. This may adversely affect us and our exposure to various blockchain technologies.
Such circumstances would have a material adverse effect on our ability to continue as a going concern or to pursue this segment at all,
which would have a material adverse effect on our business, prospects or operations and potentially the value of any cryptocurrencies
we hold or expect to acquire for our account and harm investors.

 Competition
in our market could harm our business.

 Many
of our current and potential competitors may have greater brand recognition, longer operating histories, larger customer bases and
significantly greater financial, marketing and other resources than we do. Accordingly, these competitors may be able to spend
greater amounts on product development, marketing and distribution. This advantage could enable our competitors to acquire a larger
market share and develop and offer more competitive products and services. Such competition could adversely impact our ability to
attain the financing necessary for us to develop our business plan. In the face of competition, we may not be successful in
sufficient market share to make our business profitable.

 The
cryptocurrency assets we may hold may be subject to lose, theft or restriction on access.

 There
is a risk that some or all of the cryptocurrency assets we hold from time to time could be lost or stolen. Access to the cryptocurrency
assets we hold from time to time could also be restricted by cybercrime (such as a denial of service attack) against a service at which
we maintain a hosted online wallet. Any of these events may adversely affect our operations and, consequently, our investments and profitability.
The loss or destruction of a private key required to access our digital wallets may be irreversible and we may be denied access for all
time to our cryptocurrency holdings. Our loss of access to our private keys or our experience of data loss relating to our digital
wallets could adversely affect our investments and assets.

 Cryptocurrencies
are controllable only by the possessor of both the unique public and private keys relating to the local or online digital wallet in
which they are held, and which wallet's public key or address is reflected in the network's public blockchain. We will
publish the public key relating to digital wallets in use when we verify the receipt of transfers and disseminate such information
into the network, but we will need to safeguard the private keys relating to such digital wallets. To the extent such private keys
are lost, destroyed or otherwise compromised, we will be unable to access the cryptocurrency assets we hold from time to time and
such private keys will not be capable of being restored by any network. Any loss of private keys relating to digital wallets used to
store the cryptocurrency assets we hold from time to time would have a material adverse effect on our ability to continue as a going
concern or to pursue this segment at all, which would have a material adverse effect on our business, prospects or operations and
potentially the value of any cryptocurrencies we hold or expect to acquire for our account.

 Incorrect
or fraudulent coin transactions may be irreversible.

 Cryptocurrency
transactions are irrevocable, stolen or incorrectly transferred coins may be irretrievable. As a result, any incorrectly executed
or fraudulent coin transactions could adversely affect our investments and assets.

 Coin
transactions are not, from an administrative perspective, reversible without the consent and active participation of the recipient of
the transaction. In theory, cryptocurrency transactions may be reversible with the control or consent of a majority of processing power
on the network. Once a transaction has been verified and recorded in a block that is added to the blockchain, an incorrect transfer of
a coin or a theft of coin generally will not be reversible and we may not be capable of seeking compensation for any such transfer or
theft. It is possible that, through computer or human error, or theft or criminal action, our coins could be transferred in incorrect
amounts or to unauthorized third parties, or uncontrolled accounts. Such events would have a material adverse effect on our ability
to continue as a going concern or to pursue this segment at all, which would have a material adverse effect on our business, prospects
or operations and potentially the value of any cryptocurrencies we hold or expect to acquire for our account.

 There
is limited precedence and a lack of authoritative guidance on digital assets.

 Since
there has been limited precedence set for the financial accounting of digital assets, it is unclear how we will be required to account
for digital asset transactions or assets. Furthermore, a change in regulatory or financial accounting standards could result in the necessity
to restate our financial statements. Such a restatement could negatively impact our business, prospects, financial condition and results
of operation. Such circumstances would have a material adverse effect on our ability to continue as a going concern or to pursue this
segment at all, which would have a material adverse effect on our business, prospects or operations and potentially the value of any
cryptocurrencies we hold or expect to acquire for our account and harm investors.

 The
current state of capital markets, particularly for small companies, is expected to reduce our ability to obtain the financing necessary
to continue our business. If we cannot raise the funds that we need to operate and expand our new business, we may go out of business
and investors may lose their entire investment in us.

 Like
other smaller companies, we face difficulties in raising capital for our continued operations and to operate and expand our new business.
We may not be able to raise money through the sale of our equity securities or through borrowing funds on terms we find acceptable.

 We
have had negative cash flows from operations and if we are not able to obtain further financing, our business operations may fail.

 We
had cash and cash equivalents in the amount of $3,076 and a working capital deficit of $2,452,883 as of December 31, 2023, and cash
and cash equivalents of $34,941 and a working deficit of $562,541 as of December 31, 2022. We anticipate that we will require
additional financing while we operate our business. Further, we anticipate that we will not have sufficient capital to fund our
ongoing operations for the next twelve months. We would likely secure any additional financing necessary through a private placement
of our common stock or through debt financing. There can be no assurance that any financing will be available to us, or, even if it
is, if it will be offered on terms and conditions acceptable to us. Our inability to obtain additional financing in a sufficient
amount when needed and upon terms and conditions acceptable to us could have a material adverse effect on us. If additional funds
are raised by issuing equity securities, dilution to existing or future stockholders will result. If adequate funds are not
available on acceptable terms when needed, we may be required to delay, scale back or eliminate the expansion of our new
business.

 Our
chief financial officer devotes approximately 50% of his working time to our company.

Kakumanu, our chief financial officer, devotes approximately 50% of his working time, or approximately up to 20 hours per week, to our
company. Because Mr. Kakumanu works only part-time, instances may occur where he may not be immediately available to provide solutions
to problems or address concerns that arise in the course of our conducting our business and thus adversely affect our business. In addition,
Mr. Kakumanu can become subject to conflicts of interest because he devotes part of his working time to other business endeavours, including
consulting relationships with other entities, and has responsibilities to these other entities. Such conflicts include deciding how
much time to devote to our affairs, as well as what business opportunities should be presented to us. Because of these relationships,
Mr. Kakumanu could be subject to conflicts of interest.

 The
directors and officers of our company, including Mr. Kakumanu, are aware of the existence of laws governing the accountability of directors
and officers for corporate opportunity and requiring disclosures by the directors and officers of conflicts of interest, and we will
rely upon such laws in respect of any directors' and officers' conflicts of interest or respect of any breaches of duty
by any of our directors and officers. All such conflicts are to be disclosed by such directors or officers by applicable
laws and the directors and officers are to govern themselves in respect thereof to the best of their ability by the obligations
imposed upon them by law.

 Risks
Related to Our Common Stock

 Because
we can issue additional shares of common stock, our stockholders may experience dilution in the future.

 We
are authorized to issue up to 400,000,000 shares of common stock, of which 117,452,923 shares of common stock were issued and
outstanding as of April 10, 2024. Our board of directors has the authority to cause us to issue additional shares of common stock
without the consent of our stockholders. Consequently, stockholders may experience dilution in their ownership of our stock in the
future.

 If
the outstanding stock options or convertible notes are exercised or converted, then we will be required to issue additional shares of
our common stock, which will result in the dilution of our stockholders' ownership of our stock.

 Because
we do not intend to pay any cash dividends on our common stock shortly, our stockholders will not be able to receive a return
on their shares unless they sell them.

 We
do not anticipate paying any cash dividends on our common stock shortly. The declaration, payment and amount of any future
dividends will be made at the discretion of the board of directors, and will depend upon, among other things, our results of operations,
cash flows and financial condition, operating and capital requirements, and other factors the board considers relevant. We may never
pay any dividends. Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless they sell them.

 Our
stock is a penny stock. Trading of our stock is restricted by the SEC's penny stock regulations, which may limit a stockholder's
ability to buy and sell our stock.

 Our
stock is a penny stock. The SEC has adopted Rule 15g-9 which generally defines "penny stock" to be any equity security
that has a market price (as defined in Rule 15g-9) less than $5.00 per share or an exercise price of less than $5.00 per share,
subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice
requirements on broker-dealers who sell to persons other than established customers and "accredited investors". The term
"accredited investor" refers generally to institutions with assets more than $5,000,000 or individuals with a net worth
over $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a
broker-dealer, before a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk
disclosure document in a form prepared by the SEC, which provides information about penny stocks and the nature and level of risks
in the penny stock market. The broker-dealer also must provide the customer with the current bid and offer quotations for the penny
stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the
market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and
salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must
be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require
that prior to a transaction in a penny stock not otherwise exempt from these rules; the broker-dealer must make a special written
determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to
the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market
for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of
broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest and limit the
marketability of our common stock.

 The
Financial Industry Regulatory Authority sales practice requirements may also limit a stockholder's ability to buy and sell our
stock.

 In
addition to the "penny stock" rules promulgated by the SEC, the Financial Industry Regulatory Authority ( "FINRA")
has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing
that the investment is suitable for that customer. Before recommending speculative low-priced securities to their non-institutional
customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status,
investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that
speculative low-priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers
to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock.

 ITEM
1B. UNRESOLVED STAFF COMMENTS

 Not
applicable.

 ITEM
2. PROPERTIES

 We
do not own any property. Our principal offices are located at 3250 Oakland Hills Court, Fairfield, CA 94534. We believe that our office
premises are suitable and adequate for our present needs.

 ITEM
3. LEGAL PROCEEDINGS

 We
know of no material pending legal proceedings to which our company or subsidiaries are a party or of which any of our properties, or the
properties of our subsidiaries, is the subject. In addition, we do not know of any such proceedings contemplated by any governmental
authorities.

 We
know of no material proceedings in which any of our directors, officers' affiliates, or any registered or beneficial stockholder is
a party adverse to our company or subsidiaries or has a material interest adverse to our company or subsidiaries.

 ITEM
4. MINE SAFETY DISCLOSURES

 Not
applicable.

 PART
II

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

 Market
Information

 Our
common stock is quoted on the OTCQB operated by the OTC Markets Group and is listed on the Canadian Securities Exchange under the trading
symbol "MWRK".

 Trading
in stocks quoted on the OTCQB or the Canadian Securities Exchange is often thin and is characterized by wide fluctuations in trading
prices due to many factors that may be unrelated or have little to do with a company's operations or business prospects. We cannot
assure you that there will be a market for our common stock in the future.

 Holders
of Common Stock

 As
of April 10, 2024, the 117,452,923 issued and outstanding shares of our common stock were held by a total of 131 stockholders of record.

 Dividends

 We
have not declared any dividends since incorporation and do not anticipate that we will do so in the foreseeable future. We intend to retain future earnings, if any, for use in our operations and the expansion of our business.

 Securities
Authorized for Issuance under Equity Compensation Plans

 The
following table summarizes certain information regarding our equity compensation plans as of December 31, 2022:

 Plan category

 Number of securities to be issued upon exercise of outstanding options
 (a)

 Number of securities to be issued upon exercise of outstanding warrants and rights
 (b)

 The weighted average exercise price
 of outstanding options, warrants and rights
 (c)

 Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a + b))
 (d)

 Equity compensation plans approved by security holders (2017 Equity Incentive Plan)

 24,213,334

 10,279,664

 $
 0.26

 4,086,666

 Equity compensation plans not approved by security holders

 Nil

 Nil

 $
 N/A

 Nil

 Total

 24,213,334

 10,279,664

 $
 0.26

 4,086,666

 Recent
Sales of Unregistered Securities

 Other
than as disclosed below, since the beginning of our fiscal year ended December 31, 2023, we have not sold any equity securities that
were not registered under the Securities Act of 1933 that were not previously reported in a quarterly report on Form 10-Q or a current
report on Form 8-K.

 Purchases
of Equity Securities by the Issuer and Affiliated Purchasers

 None.

 ITEM
6. [RESERVED]

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

 Our
management's discussion and analysis provide a narrative about our financial performance and condition that should be read in
conjunction with the audited consolidated financial statements and related notes thereto included in this annual report. This discussion
contains forward-looking statements reflecting our current expectations estimates and assumptions about events and trends that may
affect our future operating results or financial position. Our actual results and the timing of certain events could differ materially
from those discussed in these forward-looking statements due to several factors, including, but not limited to, those outlined in
the sections of this annual report titled "Risk Factors" and "Forward-Looking Statements".

 Overview

 Our
business is a services and development business that provides a turnkey set of services for companies to develop and integrate blockchain
and payment technologies into their business operations. We anticipate that we will enable companies to focus on their core competencies
while providing the necessary resources and expertise to execute a strategy that will enable companies to integrate new blockchain-plus
payment technologies into their business operations. Our plan is to be compensated on a fee-for-service model, technology licensing
model and reoccurring transactions revenue model. We may accept tokens, coins or equity in payment for our services, to the extent permitted
under applicable law.

 Results
of Operations

 Revenue

 We recognized total revenue of $415,082 with $5,082
coming from the sale of NFTs, $330,000 from consulting services, and $80,000 from the sale of movie rights for the year ended December
31, 2023, compared to $1,835,773 for the year ended December 31, 2022 which is comprised of $81,023 from NFT sales, $504,750 from consulting
services and $1,250,000 from the sale of movie rights.

 Operating
Expenses

 We incurred operating expenses of $2,804,222 and $5,528,831
for the years ended December 31, 2023, and 2022, respectively, representing a decrease of $2,724,609 between the two periods. These expenses
consisted primarily of consulting fees, service costs, professional fees, stock-based compensation, interest and bank charges, and other
general and administrative expenses. The decrease in operating expenses between the years 2023 and 2022 is principally due to a decrease
in other general and administrative expenses. Consulting expenses for the year ended December 31, 2023 and 2022 were $943,382 and $948,013,
respectively, a decrease of $4,031. Professional fees for the year ended December 31, 2023 and 2022 were $222,570 and $210,093, respectively,
an increase of $12,477. Professional fees increased as a result of legal and consulting services relating to financing agreements. Project
costs in the year ended December 31, 2023 and 2022 were $439,648 and $1,239,077, respectively, a decrease of $799,429. Some projects requiring
these services were scaled back, additionally, projects were managed more efficiently to reduce costs.

 Net Loss from Operations

 We incurred net losses from operations of $2,389,140
and $3,693,058 for the years ended December 31, 2023, and 2022, respectively, representing a decrease of $1,303,918 primarily attributable
to the factors discussed above under the heading "Operating Expenses".

 Other Income (Expense)

 Other income (expense) for the year ended December
31, 2023, includes $0 of expenses compared to $7,287 of costs associated with notes payable for the year ended December 31, 2022, on notes
receivable to a related party. Other income includes interest revenue on notes receivable of $397,592 for the year ended December 31,
2023, compared to $117,721 for the year ended December 31, 2022. Other expenses include interest expense on notes payable of $253,473
for the year ended December 31, 2023, compared to $6,601 for the year ended December 31, 2022. The change in fair value of the derivative
liability from warrants issued and outstanding resulted in a $440,065 gain in 2022. There was no change in derivative liability value
determined on December 31, 2023, it remained at zero principally due to the decline in the Company's stock price. During 2022 the intangible
asset (movie rights) was impaired resulting in a loss of $2,625,000. The distributor's movie sales in 2022 resulted in a loss. Using
this recent financial performance, the Company was unable to project future cash flows based on its percentage earnings of the distributor's
gross receipts less certain costs. For the year ended December 31, 2023, there was a write-off of uncollectable receivables for $195,688
compared to the year ended December 31, 2022, there was a loss from a partial write-off of the investment in sBetOne for $430,005.

 Net and Comprehensive Loss

 Net loss attributable to MetaWorks amounts to $5,650,103
and $6,212,287 for the years ended December 31, 2023, and 2022, respectively, representing a decrease of $562,184 primarily attributable
to the factors discussed above under the headings "Operating Expenses" and "Other Income (Expense)".

 Liquidity
and Capital Resources

 Working
Capital

 As at

 As at

 Current Assets

 $
 127,884

 $
 1,025,232

 Current Liabilities

 2,580,767

 1,587,773

 Working Capital (Deficit)

 $
 (2,452,883
)

 $
 (592,541
)

Assets

assets of $127,884 as of December 31, 2023, and $1,025,232 as of December 31, 2022, were comprised of only cash and cash equivalents, accounts
receivable, prepaid expenses, interest receivable and current portion of note receivable.

Liabilities

 Current liabilities on December 31, 2023, amounted to $2,580,767 in accounts
payable, accrued expenses, deferred revenue and current notes payable compared to $1,587,773 on December 31, 2022, which was comprised
of accounts payable, accrued expenses and derivatives liabilities.

 Cash
Flow

 Our
cash flows for the years ended December 31, 2023 and December 31, 2022 are as follows:

 Year ended

 Year ended

 Net cash (used in) operating activities

 $
 (1,023,047
)

 $
 (1,222,773
)

 Net cash provided by (used in) investing activities

 -

 -

 Net cash provided by financing activities

 991,182

 690,684

 Net changes in cash and cash equivalents

 $
 (31,865
)

 $
 (532,089
)

 Operating
Activities

 Net cash used in operating activities was $1,023,047 for the year ended December
31, 2023, as compared to $1,222,773 for the year ended December 31, 2022, resulting in a decrease of $199,726 in net cash used. The decrease
in net cash used in operating activities was primarily due to a decreased net loss for the period.

 Financing
Activities

 Financing activities provided cash of $991,182 for the year ended December
31, 2023, and $690,684 for the year ended December 31, 2022, an increase of $300,498. During the year ended December 31, 2023, the change
was principally due to cash proceeds from notes payable, issuance of convertible notes and share issuances. During the year ended December
31, 2022, the change was principally due to cash proceeds from notes payable and share issuances.

 Cash
Requirements

 We
expect that we will require $1,200,000, including our current working capital, to fund our operating expenditures for the next twelve
months. Projected working capital requirements for the next twelve months are as follows:

 Estimated
Working Capital Expenditures During the Next Twelve Months

 General and administrative expenses

 $
 1,200,000

 Total

 $
 1,200,000

 Our
estimated general and administrative expenses for the next 12 months are $1,200,000 and are comprised of: consulting fees, accounting
services, board of directors and our advisory board, investor relations consultants, and to our public relations and marketing consultants;
legal and professional fees (including auditing fees); for insurance; marketing and advertising expenses; trade shows; travel expenses;
office rent and miscellaneous and office expenses.

 We
will require additional cash resources to meet our planned capital expenditures and working capital requirements for the next 12 months.
We expect to derive such cash through the sale of equity or debt securities or by obtaining a credit facility. The sale of additional
equity securities will result in dilution to our stockholders. The incurrence of indebtedness will result in debt service obligations,
which could cause additional dilution to our stockholders, and could require us to agree to financial covenants that could restrict our
operations or modify our plans to source a new business opportunity. Financing may not be available in amounts or on terms acceptable
to us, if at all. Failure to raise additional funds could cause our company to fail.

 Going
Concern

 Our consolidated financial statements are prepared
using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization
of assets and liquidation of liabilities in the normal course of business. We have not yet established a source of revenues sufficient
to cover our operating costs and to allow us to continue as a going concern. We have incurred losses since inception resulting in an accumulated
deficit on December 31, 2023 and 2022 of $47,078,270 and $41,428,167, respectively. Net losses for the year ended December 31, 2023 and
2022 were $5,664,278 and $6,204,165, respectively. Our ability to operate as a going concern is dependent on obtaining adequate capital
to fund operating losses until we become profitable.

 In
its report on our financial statements for the years ended December 31, 2023 and 2022, our independent registered public accounting firm
included an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern. Our consolidated financial
statements do not include any adjustments that might result from the outcome of this uncertainty.

 Off-Balance
Sheet Arrangements

 We
have no off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

 ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 Not
applicable.

 ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 See
next page.

 FINANCIAL
STATEMENTS

 Financial
 Statements for the Years Ended December 31, 2023 and 2022

 Page

 Report of Independent Registered Public Accounting firm (PCAOB ID: 6624)

 Consolidated Balance Sheets

 Consolidated Statements of Operations

 Consolidated Statements of Cash Flows

 Consolidated Statements of Changes in Stockholders' Equity

 Notes to Consolidated Financial Statements

 F- 1

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Board of Directors and Stockholders

Platforms, Inc

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheets of MetaWorks Platforms, Inc ("the Company", "MetaWorks")
as of December 31, 2023 and 2022, and the related consolidated statements of operations, changes in stockholders' equity (deficit),
and cash flows for the years ended December 31, 2023 and 2022, and the related notes and schedules (collectively referred to as the financial
statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company
as of December 31, 2023 and 2022, and the results of its operations and its cash flows for the years ended December 31, 2023 and 2022,
in conformity with accounting principles generally accepted in the United States of America.

 Going
Concern Uncertainty

 The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note
1 to the financial statements, the Company's losses from operations and accumulated deficit raise substantial doubt about its
ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The
financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 Basis
for Opinion

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

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit,
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
audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or
fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.

 F- 2

 Critical
Audit Matters

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

 Complex
Accounting Treatments - Financing Transactions

 As
discussed in Notes 13 and 14 to the consolidated financial statements, the Company's financing transactions include warrants
that are denominated in a currency other than the Company's functional currency which requires derivative accounting. During 2023,
the Company issued convertible notes and conversion features required derivative accounting. Derivative accounting is complex, involves
judgements, and estimations.

 How

 We
examined on a sample basis the underlying warrant and note payable agreements, evaluated management's selection of a valuation
method, tested the inputs used in the Black-Scholes calculation by agreeing terms to the agreements, we retrieved market information
on third-party sites, and recalculated the derivative liability.

 Complex
judgements - NFT Revenue Recognition

 As
discussed in Notes 2 the valuation of NFT transactions could be subject to limited regulatory and accounting guidance.

 How

 In
2023, NFT sales were immaterial, we scanned activity and made inquiry and analysis. For 2022, we examined the terms of the agreements
for sampled NFT sales, information from third-party sites, proof of payment and documentation that ownership of the NFT was transferred
to the purchaser. We reviewed the AICPA Practice Aid "Accounting for and Auditing of Digital Assets" issued on June 30, 2022
and October 1, 2023, and the SEC issued Staff Accounting Bulletin No. 121, issued on June 15, 2022, on digital assets, to determine what
recent authoritative and nonauthoritative guidance would apply to these transactions. We evaluated as applicable ASC 606 "New Revenue
Recognition Policy". Accordingly, NFT revenues were tested based on available guidance that was most applicable to the nature of
sales.

 Complex
judgements - Movie Distribution Revenue Recognition

 As
discussed in Notes 2 the valuation of movie distribution sales could be subject to industry specific accounting guidance considerations.

 How

 We
examined the terms of agreement for the movie distribution sale, information from third-party sites regarding publications on the sale,
proof of payment and documentation supporting the transfer of distribution rights to the purchaser, and records on subsequent movie revenues
sent to the Company by the purchaser. We reviewed publications on common revenue recognition guidance issues related to the movie distribution
industry from reputable sources. We evaluated as applicable ASC 606 "New Revenue Recognition Policy". Accordingly, the movie
distribution revenue was tested based on available guidance that was most applicable to the nature of sales. In 2023, we obtained third
party confirmations regarding revenues earned as residual payments from the distribution sale.

 Complex
Accounting Treatments - Stock Options

 As
discussed in Notes 2 and 16 the Company has stock options, which requires fair value calculations that are complex and subject
to critical judgment.

 F- 3

 How

 We
examined stock option agreements, on a sample basis tested inputs used in the Black-Scholes calculation by agreeing terms to the agreements,
market information on third-party sites, and recalculated the stock option's fair value and stock-based compensation expense.

 Subjective
Judgement – Notes Receivable

 As
discussed in Note 6 the Company held significant balances as note receivables during 2023 and indirectly wrote-off these balances
on December 31, 2023, due to potential non-collections. This resulted in significant losses in the other income section of statement
of operations.

 How

 We
examined the general ledger for the loan activity such as payments of principals, accruals and payments of interest. We examined the
related agreements and amendment to these agreements to determine if these notes were current or in default. We evaluated collectability
based on historical payments made, extensions of the maturity date and inquiry and observation of the financial condition of note holders.
We determined from our evaluation that there is a potential for non-collections and proposed entries to incur a loss and allocate a reserve.
We considered business prospects disclosed to us regarding these note holders and determined that if they are fulfilled then the note
receivable can become realizable in future periods.

 Subjective
Judgement – Software

 As
discussed in Note 7, during 2023, the Company capitalized the cost for software not placed in service and reported this value
at its net book value on December 31, 2023.

 How

 We
examined the related agreement for the acquisition of the software, tested the value used in capitalization, inquired, and considered
if the software's condition met the capitalization requirements and determined if conditions existed that required impairment assessment.
We also did research on the reputation of the software's vendor in this industry, the level of costs associated with this type
of software in the industry, and we inquired on how the software will be used to generate income and researched the level of income that
could be generated from such software. Our examination provided us comfort that capitalization was done in accordance with related accounting
standards and the net book value was determined after adequate consideration and reasonable judgement.

 Consolidation

 As
discussed in Notes 2 the Company has multiple subsidiaries with intercompany balances and transactions.

 How

 We
examined detailed transactions and consolidation reports to obtain comfort that intercompany transactions and balances were properly
eliminated.

 /S/
 INTEGRITAT CPA (PCAOB ID 6624)

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

 Boca
Raton, Florida

 April 10, 2024

 F- 4

 Consolidated
Balance Sheets

 Assets

 Current Assets

 Cash and cash equivalents

 $
 3,076

 $
 34,941

 Accounts receivable, net

 115,112

 167,213

 Prepaid expenses

 9,696

 24,896

 Interest receivable, related party – current portion

 223,992

 142,493

 Allowance for doubtful accounts, related party

 ( 223,992

)

 -

 Notes receivable, related party – current portion

 1,250,000

 655,689

 Allowance for doubtful accounts, related party

 ( 1,250,000

)

 -

 Notes receivable – current portion

 1,944,592

 -

 Allowance for doubtful accounts

 ( 1,944,592

)

 -

 Total Current Assets

 127,884

 1,025,232

 Long-Term Assets

 Intangible asset, net

 1,554,250

 -

 Notes receivable, related party – long term portion

 -

 594,311

 Investments, related party

 -

 Total Long-Term Assets

 1,554,250

 594,938

 Total Assets

 $
 1,682,134

 $
 1,620,170

 Liabilities and Stockholders' Equity

 Current Liabilities

 Accounts payable and accrued expenses

 $
 865,990

 $
 1,251,051

 Accounts payable and accrued expenses, related party

 486,580

 43,557

 Deferred revenue

 77,700

 77,700

 Notes payable – current portion, net

 271,247

 215,465

 Convertible notes payable – software acquisition

 854,250

 -

 Convertible notes payable – other

 25,000

 -

 Total Current Liabilities

 2,580,767

 1,587,773

 Total Liabilities

 2,580,767

 1,587,773

 Commitments and Contingencies

 -

 -

 Stockholders' Equity (Deficit)

 Common stock, $ 0.001
 par value, 400,000,000 shares authorized;
 108,807,923 and 78,145,066 shares issued
and outstanding as at December 31, 2023 and 2022, respectively

 108,808

 78,145

 Additional paid-in-capital

 46,232,087

 42,264,139

 Accumulated deficit

 ( 47,078,270
)

 ( 41,428,167
)

 Total MetaWorks Stockholders' Equity (Deficit)

 ( 737,375
)

 914,117

 Non-controlling Interest

 ( 161,258
)

)

 Total Stockholders' Equity (Deficit)

 ( 898,633
)

 32,397

 Total Liabilities and Stockholders' Equity (Deficit)

 $
 1,682,134

 $
 1,620,170

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

 F- 5

 Consolidated
Statements of Operations

 Revenues

 Consulting services

 $
 330,000

 $
 504,750

 NFT revenue

 5,082

 81,023

 Movie distribution revenue

 80,000

 1,250,000

 Total revenues

 415,082

 1,835,773

 Operating expenses

 General and administrative expenses

 2,364,574

 4,289,754

 Service costs

 439,648

 1,239,077

 Total operating expenses

 2,804,222

 5,528,831

 Net loss from operations

 ( 2,389,140
)

 ( 3,693,058
)

 Other income (expense)

 Other income (expense)

 -

 ( 7,287
)

 Interest income - note receivable

 397,592

 117,721

 Interest expense - note payable

 ( 253,473
)

 ( 6,601
)

 Change in fair value of derivative liability

 -

 440,065
)

 Loss on impairment of intangible

 -

 ( 2,625,000
)

 Loss on indirect write off – note receivable

 ( 3,418,584

)

 -

 Loss from investment write-off

 ( 673
)

 ( 430,005
)

 Total other income (expense)

 ( 3,275,138
)

 ( 2,511,107
)

 Provision for taxes

 -

 -

 Net loss

 $
 ( 5,664,278
)

 $
 ( 6,204,165
)

 Net profit (loss) from non-controlling interest

 ( 14,175
)

 8,122

 Net loss attributable to MetaWorks

 $
 ( 5,650,103
)

 $
 ( 6,212,287
)

 Loss per common share – Basic and diluted

 $
 ( 0.06
)

 $
 ( 0.08
)

 Weighted average number of common shares outstanding, basic and diluted

 99,019,277

 77,468,853

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

 F- 6

 Consolidated
Statements of Cash Flows

 Operating activities

 Net loss for the year

 $
 ( 5,664,278
)

 $
 ( 6,204,165
)

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

 Stock-based compensation

 183,159

 ( 31,977
)

 Stock-based compensation, related party

 494,679

 1,887,737

 Shares issued for services (consulting)

 404,000

 29,997

 Shares issued for services – related party (consulting)

 11,250

 -

 Shares issued as compensation – related parties

 11,250

 -

 Loss on impairment of intangible (movie rights)

 -

 2,625,000

 Amortization

 -

 300,000

 Bad debt expense

 195,688

 -

 Loss on indirect write off – notes receivable

 3,418,584

 -

 Change in fair value of investments

 -

 32,648

 Interest income

 ( 81,499

)

 ( 117,720

)

 Loss from investment write off

 430,005

 Change in fair value of derivative liability

 -

 ( 440,065
)

 Changes in operating assets and liabilities

 (Increase) decrease in assets

 Accounts receivable

 ( 143,587
)

 ( 167,213
)

 Prepaid expenses

 15,200

 80,895

 Increase (decrease) in liabilities

 Accounts payable and accrued expenses

 ( 385,061
)

 223,536

 Accounts payable and accrued expenses, related party

 516,941

 43,557

 Accrued interest on notes payable, related party

 -

 7,292

 Deferred revenue

 -

 77,700

 Net cash (used in) operating activities

 ( 1,023,047
)

 ( 1,222,773
)

 Investing activities

 Net cash provided by (used in) investing activities

 -

 -

 Financing activities

 Proceeds from issuance of notes payable

 515,891

 221,250

 Repayments of notes payable

 ( 460,109
)

 ( 13,077
)

 Proceeds from issuance of EnderbyWorks shares to minority shareholders

 -

 4,900

 Proceeds from issuance of convertible notes

 25,000

 -

 Proceeds from share issuance

 910,400

 477,611

 Net cash provided by financing activities

 991,182

 690,684

 Net changes in cash and equivalents

 ( 31,865
)

 ( 532,089
)

 Cash and equivalents at beginning of the year

 34,941

 567,030

 Cash and equivalents at end of the year

 $
 3,076

 $
 34,941

 SUPPLEMENTAL CASH FLOW INFORMATION

 Cash paid in interest

 $
 48,238

 $
 2,521

 Cash paid for income taxes

 $
 -

 $
 -

 SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND
 FINANCING ACTIVITIES

 Acquisition of 100 % interest in EnderbyWorks

 $
 2,018,517

 $
 -

 Allocation of net income (loss) to non-controlling interest

 $
 ( 14,175

)

 $
 8,122

 Acquisition of intangible assets – software

 $
 1,554,250

 $
 -

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

 F- 7

 Consolidated
Statements of Changes in Stockholders' Equity (Deficit)

 Number of

 Shares

 (#)

 Dollar Amount

 ($)

 Additional

 Paid-in

 Capital

 ($)

 Accumulated

 Deficit

 ($)

 Non-

 Controlling

 Interest

 ($)

 Total

 Shareholders'

 Equity (Deficit)

 ($)

 Balance, December 31, 2021

 73,359,430

 73,359

 39,681,142

 ( 35,248,384
)

 ( 894,742
)

 3,611,375

 Stock-based compensation

 -

 -

 ( 31,977
)

 -

 -

 ( 31,977
)

 Stock-based compensation, related party

 -

 -

 1,855,233

 -

 1,855,233

 Prior period adjustment – to correct error in share based compensation

 -

 -

 -

 32,504

 -

 32,504

 Other share issuances for cash

 2,813,593

 2,814

 441,297

 -

 -

 444,111

 Shares issuances for services

 239,623

 29,758

 29,997

 EnderbyWorks shares issued to minority shareholders

 -

 -

 -

 -

 4,900

 4,900

 Derivative liability write-off for expired warrants

 -

 -

 34,530

 -

 -

 34,530

 Debt conversion

 1,568,847

 1,569

 220,820

 -

 -

 222,389

 Private placement for cash

 163,573

 33,336

 -

 -

 33,500

 Net income/(loss) for the year

 -

 -

 -

 ( 6,212,287
)

 8,122

 ( 6,204,165
)

 Balance, December 31, 2022

 78,145,066

 78,145

 42,264,139

 ( 41,428,167
)

)

 32,397

 Beginning balance

 78,145,066

 78,145

 42,264,139

 ( 41,428,167
)

)

 32,397

 Stock-based compensation

 -

 -

 183,153

 -

 -

 183,153

 Stock-based compensation, related party

 -

 -

 494,679

 -

 -

 494,679

 Share issuance for service – software development

 7,000,000

 7,000

 693,000

 -

 -

 700,000

 Share issued as compensation – related party

 160,714

 11,089

 -

 -

 11,250

 Private placement for cash

 18,057,143

 18,057

 892,342

 -

 -

 910,399

 Share issuances for services

 5,220,000

 5,220

 398,780

 -

 -

 404,000

 Shares issuances for services – related party

 225,000

 11,025

 -

 -

 11,250

 Acquisition of non-controlling interest of EnderbyWorks

 -

 -

 1,283,880

 -

 734,637

 2,018,517

 Allocation of net loss to non-controlling interest in Motoclub

 14,175

 (14,175

)

 -

 Net income/(loss) for the year

 -

 -

 -

 ( 5,664,278
)

 -

 ( 5,664,278
)

 Balance, December 31, 2023

 108,807,923

 108,808

 46,232,087

 ( 47,078,270
)

 ( 161,258
)

 ( 898,633
)

 Ending balance

 108,807,923

 108,808

 46,232,087

 ( 47,078,270
)

 ( 161,258
)

 ( 898,633
)

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

 F- 8

 Notes

 1.
 NATURE AND CONTINUANCE OF OPERATIONS

Platforms, Inc. (the "Company") was incorporated under the laws of the State of Nevada on July 20, 2010, under its previous
name Redstone Literary Agents, Inc., with an authorized capital of 75,000,000 common shares, having a par value of $ 0.001 per share.
During the period ended December 31, 2010, the Company commenced operations by issuing shares and developing its publishing service business,
focused on representing authors to publishers.

 On August 1, 2017 the Company incorporated a Nevada
subsidiary, AppCoin Innovations (USA) inc., which was formed to provide blockchain consulting services.

 On
February 14, 2018, we effected a name change for our subsidiary from "AppCoin Innovations (USA) Inc." to "ICOx USA,
Inc."

 On
November 28, 2018, we incorporated a new Delaware subsidiary, Cathio, Inc, to provide blockchain technology opportunities to the Catholic
community. Cathio was dissolved on October 20, 2020.

 On
November 28, 2018, we incorporated a new Delaware subsidiary, GN Innovations, Inc. to provide blockchain technology opportunities to
the sports and entertainment industry by working with large and well-established brands.

December 5, 2018, we effected a name change for our subsidiary from "GN Innovations, Inc." to "GNI, Inc."

February 6, 2019, we effected a name change for our subsidiary from "GN1, Inc." to "sBetOne, Inc.". On August
12, 2021, the Company's subsidiary sBetOne, Inc. ("sBetOne") entered into a business combination with a related party,
VON Acquisition Inc. ("VON"), whereby sBetOne became a wholly owned subsidiary of VON.

 On
September 3, 2019, the Company changed its name from "ICOx Innovations Inc." to "CurrencyWorks Inc." and a subsidiary
of the Company changed its name from "ICOx USA, Inc." to "CurrencyWorks USA Inc.".

 On
June 22, 2021, we incorporated a new Delaware subsidiary, Motoclub LLC, to create a marketplace for digital automotive collectibles.

 On
June 22, 2021, we incorporated a new Delaware subsidiary, EnderbyWorks, LLC, ("EnderbyWorks") to create a direct-to-consumer,
feature-length film viewing and distribution platform delivering feature-length films and digital collectible entertainment content as
NFTs.

 On
August 24, 2022, the Company changed its name from CurrencyWorks Inc. to MetaWorks Platforms, Inc ("MWRKS").

 The
Company's business model is to provide a turnkey set of services to develop and integrate Web 3.0 / Metaverse technologies, NFT,
blockchain, and cryptocurrency technologies. The Company's services include strategic planning, project planning, structure development
and administration, business plan modeling, technology development support, whitepaper preparation, due diligence reporting, governance
planning and management, and movie distribution.

 Going
Concern

 These
consolidated financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its
assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses
since inception resulting in an accumulated deficit of $ 47,078,270
and $ 41,428,167
as of December 31, 2023 and 2022, respectively, and incurred net losses of $ 5,664,278 and $ 6,204,165 for the year ended
December 31, 2023 and 2022, respectively. Further losses are anticipated, as the Company pursues business
opportunities, raising substantial doubt about the Company's ability to continue as a going concern. The ability to continue as
a going concern is dependent upon the Company generating profits, adequate cash flows and/or obtaining the necessary
financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management
intends to finance operating costs over the next twelve months with existing cash on hand, loans from third parties, related party debt and proceeds from
the issuance of stock.

 F- 9

 Notes

 1.
NATURE AND CONTINUANCE OF OPERATIONS (CONT'D)

 The
financial statements do not include any adjustments relating to the recoverability and classification of assets or the amounts and classifications
of liabilities that might be necessary should the Company be unable to continue as a going concern.

 2.
 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Basis
of Presentation

 The
accompanying consolidated financial statements have been prepared in conformity with accounting principals generally accepted in the
United States of America of ("US.GAAP") as found in the Accounting Standards Codification ("ASC"), and the Accounting
Standards Update ("ASU") of the Financial Accounting Standards Board ("FASB") and are expressed in US Dollars.
The consolidated financial statements should be read in conjunction with the notes contained herein as part of the Company's Annual
Report in its Form 10-K filing under the Securities Exchange Commission.

 Reclassification

 Certain
reclassifications have been made to prior periods to conform with current reporting.

 Basis
of Consolidation

 The
consolidated statements include the accounts of the Company and its subsidiaries. CurrencyWorks USA Inc.("CW") (formerly
ICOx USA, Inc.) and Enderby Works LLC ("EW") are wholly owned subsidiaries. EW became a wholly owned subsidiary in 2023, see Note 6 Notes Receivable.
MotoClub ("MB") is a majority-owned subsidiary, 80 %
held by ("MWRKS"). All intercompany transactions and balances have been
eliminated.

 Use
of Estimates

 The
preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial
statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates
and these differences could be material.

 The
most significant estimates made by management in the preparation of the financial statements relate to the estimates used to calculate
the fair value of certain liabilities, the derivative liability, present value of note payable and note receivable, the valuation of investments and any impairment and the net book value of long-lived assets. Management bases its estimates on historical experience
and on other various assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making
judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could
differ materially from such estimates under different assumptions and conditions.

 Cash
and Cash Equivalents

 Cash
and cash equivalents include short-term, highly liquid investments, such as cash on account with commercial banks, certificates of deposit
or money market funds that are readily convertible to known amounts of cash and have original maturities of three months or less. All
cash balances are held by major banking institutions.

 Contingent
Liabilities:

 The
Company accounts for its contingent liabilities in accordance with ASC No. 450 "Contingencies". A provision is recorded when
it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated.

 With
respect to legal matters, provisions are reviewed and financial information is adjusted to reflect the impact of negotiations, estimated
settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter. As of December
31, 2023 and 2022, the Company was not a party to any litigation that could have a material adverse effect on the Company's business,
financial position, results of operations or cash flows.

 Income
Taxes

 The
Company follows the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are
recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective
income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized
in income in the period that includes the enactment date.

 F- 10

 Notes

 2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)

 FASB
Accounting Standards Codification Topic 740, Income Taxes ("ASC 740"), clarifies the accounting for uncertainty in income
taxes recognized in the financial statements. ASC 740 provides that a tax benefit from an uncertain tax position may be recognized when
it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation
processes, based on the technical merits of the position. Income tax positions must meet a more-likely-than-not recognition threshold
to be recognized. ASC 740 also provides guidance on measurement, derecognition, classification, interest and penalties, accounting in
interim periods, disclosure and transition. We have determined that the Company does not have uncertain tax positions on its tax returns
for the years 2022, and prior. Based on our evaluation of the 2023 transactions and events, the Company does not believe it has any material
uncertain tax positions that require measurement. The 2023 tax return has not been filed as of he date of these financial statements were available for issuance,
a filing extension has been elected.

 Our
policy is to recognize interest and/or penalties related to income tax matters in income tax expense. We had no accrual for interest
or penalties on our consolidated balance sheets at December 31, 2023 or 2022, and have not recognized interest and/or penalties in the
consolidated statement of operations for the years ended December 31, 2023 or 2022.

 We
are subject to taxation in the U.S. and the state of California. The Company's tax returns for tax years from 2021 to recent filings
remain subject to potential examination by the tax authorities.

 Accounts
Receivable

 In
considering the collectability of accounts receivable, the Company takes into account the legal obligation for payment by the customer,
as well as the financial capacity of the customer to fund its obligation to the Company. The carrying amount of accounts receivable represents
the maximum credit exposure on this balance.

 Accounts
receivable balances relate to consulting services and are reported at their net realizable value. From management's best
estimate there is no
allowance for doubtful accounts at December 31, 2023 and 2022. Management individually reviews all delinquent accounts receivable balances
and based on an assessment of current creditworthiness, estimates the portion, if any, of the balance that will not be collected and
would directly write-off these balances. Management considers a number of factors, including the age of the receivables, which is
often less than 60 days, current economic conditions and other information management obtains regarding the financial condition of
customers. The policy for determining the past due status is based on the contractual payment terms of each customer. Once
collection efforts by the Company are exhausted, the determination for directly writing off uncollectible receivables is
made.

 Earnings
per Share

 The
Company computes earnings (loss) per share ("EPS") in accordance with ASC 260, "Earnings per Share" which requires
presentation of both basic and diluted EPS on the face of the statement of operations. Basic EPS is computed by dividing net income (loss)
available to common shareholders by the weighted average number of shares outstanding during the period. Diluted EPS gives effect to
all dilutive potential common shares outstanding during the period. In computing diluted EPS, the average stock price for the period
is used in determining the number of shares assumed to be purchased from the exercise of warrants or stock options (Note 10 and Note
16 respectively). Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.

 On
December 31, 2023 the Company had convertible debt outstanding, warrants exercisable to 10,279,664 shares of common stock and stock
options exercisable to 24,213,334 shares of common stock. On December 31, 2022 the Company had no convertible debt outstanding, warrants
exercisable to 19,807,614 shares of common stock and stock options exercisable to 9,513,555 shares of common stock. For both years the
effect of exercisable options and warrants is anti-dilutive and they have been excluded from dilutive EPS.

 Stock-Based

 The
Company has adopted FASB guidance on stock-based compensation. Under ASC 718-10-30-2 Stock Compensation, all share-based payments to
employees, including grants of employee stock options, are to be recognized in the income statement based on their fair values. The fair
value of the options is calculated using the Black Scholes valuation model (Note 16).

 The
Company has issued stock options to employees and non-employees. Stock options granted to non-employees for services or performance not
yet rendered would be expensed over the service period or until the goals had been reached. Stock options granted to employees are expensed
over the vesting period of the options. The fair value of stock options is determined on the grant date.

 Forfeitures
of options are recognized as they occur. Compensation cost previously recognized is reversed on the date of forfeiture for any options
that are forfeited prior to the completion of the requisite service period or vesting period.

 Cancellation
of an award accompanied by the concurrent grant of (or offer to grant) a replacement award of other valuable consideration is accounted
for as a modification of the terms of the canceled award. The total compensation cost measured on the date of a cancellation and replacement
id the portion of the grant-date fair value of the original award for which the requisite service is expected to be rendered (or has
already been rendered) at that date plus the incremental cost resulting from the cancellation and replacement.

 A
cancelation of an award that is not accompanied by the concurrent grant of (or offer to grant) a replacement award of other valuable
consideration is accounted for as a repurchase for no consideration. Accordingly, any previously unrecognized compensation cost is recognized
on the cancellation date.

 F- 11

 Notes

 2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)

 Fair
Value of Financial Instruments

 The
fair value is an exit price representing the amount that would be received to sell an asset or required to transfer a liability in an
orderly transaction between market participants. As such, fair value of a financial instrument is a market-based measurement that should
be determined based on assumptions that market participants would use in pricing an asset or a liability.

 A
three-tier fair value hierarchy is established as a basis for considering such assumptions and for inputs used in the valuation methodologies
in measuring fair value:

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

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

 Level
 3: Unobservable inputs reflecting our own assumptions incorporated in valuation techniques used to determine fair value. These assumptions
 are required to be consistent with market participants assumptions that are reasonably available.

 The
Company's financial instruments consist of equity investments, note receivables, and notes payable.

 When
determining fair value, whenever possible, the Company uses observable market data, and relies on unobservable inputs only when
observable market data is not available. As of December 31, 2023, and 2022, the Company did not have any level 1 or 2 financial
instruments. On December 31, 2023 and 2022 the Company's level 3 financial instruments were notes payable and notes receivable valued at their present values.

 The
following table presents the Company's assets and liabilities that are measured at fair value on a non-recurring basis at December
31, 2023.

 SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE NON RECURRING

 Quoted Prices in Active Markets for Identical Assets
 (Level 1)

 Significant Other Observable Inputs
 (Level2)

 Significant Unobservable Inputs
 (Level3)

 Liabilities

 $

 $

 $

 Notes payable

 -

 -

 271,247

 The
following table presents the Company's assets and liabilities that are measured at fair value on a non-recurring basis at December
31, 2022.

 Quoted Prices in Active Markets for Identical Assets
 (Level 1)

 Significant Other Observable Inputs
 (Level2)

 Significant Unobservable Inputs
 (Level3)

 Assets

 $

 $

 $

 Notes receivable, related party

 -

 -

 1,250,000

 Investments, related party

 -

 -

 Total

 -

 -

 1,250,627

 Liabilities

 Notes payable

 -

 -

 215,465

 Derivative
Liabilities

 When
the Company issues warrants, it evaluates the proper balance sheet classification of the warrant to determine whether the warrant should
be classified as equity or as a derivative liability on the consolidated balance sheet. In accordance with ASC 815-40, Derivatives and
Hedging – Contracts in the Entity's Own Equity (ASC 815-40), the Company classifies a warrant as equity if it is indexed
to the Company's equity and several specific conditions for equity classification are met. A warrant is not considered indexed
to the Company's equity in general when it contains certain types of exercise contingencies or adjustments to exercise price. If
a warrant is not indexed to the Company's equity or it has net cash settlement that results in the warrants to be accounted for
under ASC 480, Distinguishing Liabilities from Equity, or ASC 815-40, it is classified as a derivative liability which is carried on
the consolidated balance sheet at fair value with any changes in its fair value recognized currently in the statement of operations.
As of December 31, 2023 and 2022, the Company had warrants that were classified as liabilities and warrants that were classified as equity.

 Some
of the warrants issued by the Company have strike prices denominated in Canadian dollars ("CAD"). The Company's functional
currency is USD. In accordance with ASC 815 and EITF Issue No. 07-5, when the strike price of warrants is denominated in a currency other
than an entity's functional currency, the warrants would not be considered indexed to the entity's own stock and would consequently
be evaluated for a derivative liability under the conditions that the strike price is indexed to a foreign currency. The derivative liability
associated with these warrants was valued on the date of issuance and is revalued at each reporting period. Due to the stock price used as an input in valuing these instruments on the report date, the derivative liability
was valued at zero on December 31, 2023 and 2022.

 Digital
assets

 The
Company applies accounting for digital assets in accordance with the AICPA Practice Aid "Accounting for and Auditing of Digital
Assets", the guide is dated as of June 30, 2022, and the SEC issued Staff Accounting Bulletin No. 121, which is effective for periods
after June 15, 2022, which are the current nonauthoritative guidance for accounting for digital assets under U.S. generally accepted
accounting principles (GAAP). The AICPA Practice Aid is non-authoritative guidance that represents the views of the Digital Assets Working
Group and AICPA staff. There is currently no official pronouncement or authoritative guidance on accounting for digital assets and digital
asset transactions. Accordingly digital assets that lack physical substance meet the definition of intangible assets and would generally
be accounted for under FASB ASC 350, Intangibles — Goodwill and Other. The Company holds no digital assets on December 31, 2023, and 2022. Though its business is in the development
of digital asset platforms and the creation of non-fungible tokens, digital asset balances are not regularly used to conduct transactions
or held during the year.

 F- 12

 Notes

 2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)

 Revenue
recognition

 The
Company recognizes revenue under ASC 606, Revenue from Contracts with Customers. The core principle of the new revenue standard is that
a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration
to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve
that core principle:

 Step
1: Identify the contract with the customer

 Step
2: Identify the performance obligations in the contract

 Step
3: Determine the transaction price

 Step
4: Allocate the transaction price to the performance obligations in the contract

 Step
5: Recognize revenue when the Company satisfies a performance obligation

 The
transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods
or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both.

 When
determining the transaction price, the Company also considers the effects of all of the following:

Variable consideration

Constraining estimates of variable consideration

The existence of a significant financing component in the contract

Noncash consideration

Consideration payable to a customer

 The
Company generates revenues from three main sources, NFT sales, consulting services, and movie distribution.

 Consulting
Services

 Consulting
Service revenue is derived from providing professional knowledge and skills for creation of digital assets platforms and advisory services
to third-party customers. The contract and performance obligations are created based on the needs of the customer and the abilities of
the Company to provide the required services. The allocation of the transaction price to the individual performance obligations in the
contract may be specified by task or by phase depending on the work being done. Revenue is recognized upon completion of the performance
obligations. Revenues from ongoing services are recognized ratably over the related period. Revenue is recognized for the creation of
software and web-based platforms upon completion and delivery. There are various tasks associated with providing this service for which customers are charged, nevertheless no single
task has a standalone fair value and only is valuable to the customer when the project objective is accomplished. Therefore consulting
services is considered a single revenue stream requiring all related tasks to accomplish a specified customer objective.

 NFT
Revenue

 NFT
revenue is derived from the sale of NFTs. These NFTs are created by the Company's subsidiaries and are sold through an online sales
platform or through an auction. Revenue is recognized when the Company transfers the ownership of the NFT to the customer.

 Movie
Distribution Revenue

 Movie
distribution revenue is derived from the use of the Company's intangible asset (Note 7). Revenues earned to date are from
nonrefundable minimum guaranteed payments recognized on the date distribution rights were granted to the purchaser and royalty revenues when certain cost recuperation thresholds and other contractual conditions are met.
Future revenues may be recognized from revenue generated by the purchaser or by additional distribution sales over the term of the movie rights license.

 Funds
received for unearned revenue are recognized as deferred revenue on the consolidated balance sheet and are recognized as revenue upon
completion of milestones or specified tasks.

 Disaggregated
Revenue Disclosure

 Principally
all customers are located in the USA. Below is a table of revenues by type:

 SCHEDULE
OF REVENUES

 Revenue Type

 Total Revenue

 Consulting Services

 330,000

 NFT Revenue

 5,082

 Movie Distribution Revenue

 80,000

 Total Revenue

 415,082

 Recent
Accounting Pronouncements

 ASU
2022-01 "Derivatives and Hedging (Topic 815): Fair Value Hedging -- Portfolio Layer Method". Effective for public
companies for fiscal years beginning after 15 December 2022, including interim periods within those fiscal years. ASU 2021-08.
"Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with
Customers" " effective for public companies for fiscal years beginning after 15 December 2022, including interim periods
within those fiscal years. ASU 2023-04. " Liabilities (Topic 405): Amendments to SEC Paragraphs Pursuant to SEC Staff
Accounting Bulletin No. 121", Effective upon the issuance date, July 14, 2023. Management has not yet evaluated the impact
that the adoption of these pronouncements will have on the Company's consolidated financial statement presentation or
disclosures. The Company periodically reviews new accounting standards that are issued. Although some of these accounting standards
may be applicable to the Company, the Company has not identified any new standards that it believes merit further discussion, and the
Company expects that none would have a significant impact on its financial statements.

 F- 13

 Notes

 3.
 CONCENTRATION AND CREDIT RISK

 Financial
instruments which potentially subject the Company to credit risk, consist principally of cash. Cash is maintained with a major financial
institution in the USA that is creditworthy. The Company maintains cash in a bank account insured up to $ 250,000 by the Federal Deposit
Insurance Corporation ("FDIC). At December 31, 2023 and 2022, no cash balances were in excess of federally insured limits.

 During
the year ended December 31, 2023, two customers individually made up 10 % or more of total revenue. Their balances amounted to $ 380,000;
$ 80,000 was generated from the movie distribution sale and $ 300,00 from consulting services. During the year ended December 31, 2022,
two customers individually made up 10 % or more of total revenue. Their balances amounted to $ 1,520,750; $ 1,250,000 was generated from
the movie distribution sale and $ 270,750 from consulting services. During the year ended December 31, 2023, two customers individually
made up 10 % or more of total accounts receivable, their balances amounted to $ 115,000. During the year ended December 31, 2022, two customers
individually made up 10 % or more of total accounts receivable, their balances amounted to $ 165,750.

 4.
 ACCOUNTS RECEIVABLE

 The
Company had outstanding accounts receivables of $ 115,112,
$ 167,213 and
 zero as at December 31, 2023, 2022 and 2021, respectively. most balances were over 60 days old and are principally due to the duration and payment arrangements
for consulting service contracts. Bad debt expense for the year ended December 31, 2023 and 2022, was $ 195,688 and $ 0 respectively.

 5.
 PREPAID EXPENSES

 For
the years ended December 31, 2023 and 2022, prepaid expenses was comprised of:

 SCHEDULE OF PREPAID EXPENSES

 December 31,

 December 31,

 2023

 2022

 Prepaid expenses

 $
 9,696

 $
 24,896

 Prepaid insurance

 -

 -

 Prepaid
 expenses total

 $
 9,696

 $
 24,896

 The balance of $ 9,696 was held as a deposit for a retainer payment made
to a software developer to reserve services over a period for a project to be realized in the short term.

 6.
 NOTES RECEIVABLE – RELATED PARTY

as of May 5, 2021, we loaned $ 400,000
 to Fogdog Energy Solutions Inc. ("Fogdog"),
as a related party pursuant to convertible promissory note. The note bears interest at a rate of 4 %
per annum. The note was not repaid nor converted by the Company as at the reporting date and on May 5, 2022 the note was amended
making the maturity date December 31, 2024. Under certain conditions as outlined in the promissory note, the Company may convert the
outstanding loan into Fogdog's common stock.

as of August 20, 2021, we loaned an additional $ 850,000
 to Fogdog pursuant to convertible promissory
note. The note bears interest at a rate of 10 %
per annum on August
20, 2022 the note was amended making the maturity
date December 31, 2028. The note may not be prepaid without the written consent of the Company. Accrued interest for both Fogdog note
receivables total $ 223,992
 and $ 142,493
 on December 31, 2023 and 2022, respectively.
Our Chief Financial Officer, Secretary and Treasurer, Swapan Kakumanu, is a director, chief financial officer and a shareholder of Fogdog.

 See subsequent event note for debt conversion.

 On April 10, 2024, the Company and Fogdog agreed to an extension of terms
on the $ 850,000 note had its maturity date extended to December 31, 2029.

 There have been several extensions of the maturity
dates of these notes from their issuance and we have deemed them potentially non collectible. In 2023 an allowance for potential non collections
was allocated to these notes resulting in net realizable value of zero and an impairment loss of $ 1,473,992. There could be collection
on these notes in the near future due to advancements in Fogdog's business.

 On
March 15, 2023, the Company signed an agreement with its partner in the jointly-owned subsidiary EnderbyWorks to become the 100 % owner
of the entity. Enderby Entertainment exchanged their 49 % interest in EnderbyWorks to the corporation for forgiveness of outstanding payables
amounting to $ 190,147 and the assumption of secured promissory note of $ 1,828,000 due to the Company by Enterby Entertainment Inc. This
note receivable has an annual interest rate of 8 % due and payable on July 6, 2024. There is also a royalty clause on the existing assets
that EnderbyWorks will pay Enderby Entertainment 50% of the first $ 6,000,000 in net revenue, if revenue is earned by EnderbyWorks in
the future. The note is deemed potentially non collectible. In 2023 an allowance for potential non collections was allocated
to the note resulting in a net realizable value of zero and an impairment loss of $ 1,944,591 was incurred.

 F- 14

 Notes

 7.
 INTANGIBLE ASSET

 On
July 7, 2023, MetaWorks acquired software, including a Web3 business metaverse platform, Chat GPT-powered AI avatar technology, and
a domain portfolio, including UtopiaVR.com. The intended use of this software will be used to generate subscription-based fees for education and investor relations industries to start with. This acquisition also includes a patent-pending IP technology relating to metaverse haptics that will hold
potential for future development and licensing opportunities. Consideration for the acquisition of the assets included: (i) the
issuance of 7,000,000
shares of common stock of the Company (each, a " Share "); (ii) the issuance of a convertible promissory note in
the principal amount of $ 700,000
USD, which matures on July
5, 2024 and is convertible into Shares after the date that is six (6) months after the date of issuance at a conversion price
of $ 0.10
USD per Share; and (iii) the issuance of a convertible promissory note in the principal amount of $ 154,250
USD, which matures on July
5, 2024, and is convertible into Shares after the date that is six (6) months after the date of issuance at a conversion
price of $ 0.10
USD per Share. The value of the software at the year ended December 31, 2023 is $ 1,554,250.

 8.
 INVESTMENTS, RELATED PARTY

 On
November 20, 2017, the Company entered into an agreement with WENN Digital to provide a loan. Upon acceptance of the loan agreement WENN
Digital agreed to issue 375,000 common shares at $ 0.0001 per share, for a total investment of $ 37.

 On
August 12, 2021, the Company's subsidiary sBetOne entered into a business combination with a related party, VON Acquisition Inc.
("VON") whereby the Company exchanged its equity interest in sBetOne for equity interest in VON. The Company received 5,902,174
common shares or 6.31 % of the total outstanding common shares of VON as at the date of the business combination. The transition from
having a 59.02 % ownership in sBetOne to having a 6.31 % ownership in VON has led the Company to deconsolidate sBetOne from the Company's
financial statements and record the ownership of VON as an investment. The common shares were valued at $ 0.10 CAD per share based on
the most recent sales of VON's stock. The investment in VON is an investment in a related party, due to the Company and VON sharing
key management in 2022. The investment in VON was revalued on September 30, 2022 due to the change in the foreign currency exchange rate.

 During
the year ended December 31, 2021, the sBetOne carrying amount in liabilities of $ 824,041 and loss in NCI of $ 350,942 were removed from
the Company and converted into shares of VON, resulting in a gain of $ 120,478 upon deconsolidation of sBetOne recorded in other income.

 At
the conclusion of the exchange of VON's shares for sBetOne's shares, to reflect a reasonable value for shares held in
sBetOne, the Company wrote-off previously held value attributable to the VON share price, resulting in sBetOne's shares being
held at par. SBetOne's par value per share of common stock is $ 0.0001. 5,902,174
sBetOne shares were held by the Company on December 31, 2022, which resulted in the investment in sBetOne being valued at $ 590. The Company wrote off the investment in 2023.

 SCHEDULE OF INVESTMENTS IN RELATED PARTY

 December 31,

 December 31,

 2023

 2022

 Investments, related party – WENN

 $
 -

 $

 Investment, related party – sBetOne, LLP

 -

 Total

 -

 F- 15

 Notes

 9.
 NOTES PAYABLE

 On
June 14, 2022, the Company issued a promissory note payable for $ 117,000
 ("Note A"). The promissory note is
unsecured, payable on demand, and was set to mature on August
13, 2022. The promissory note bore interest at
a rate per annum equal to the Bank of Canada's Prime rate. On August 9, 2022, a promissory note extension was signed, extending
the maturity date of the note payable to February
14, 2023. On January 31, 2023, the
Company signed an amendment to extend the maturity date of the loan from February 14, 2023 to February 14, 2024 at an interest rate equal
to the Bank of Canada's Prime rate plus 3%. Accrued
interest of $ 12,741
and $ 2,289
was outstanding as at December 31, 2023 and December
31, 2022, respectively. On December 31, 2023, and December 31, 2022, the principal balance owed was $ 117,000.

 On
November 8, 2022, the Company entered into a promissory note ("Note B") agreement to raise $ 116,760. The Note B has a discount
of $ 12,510 and fees of $ 4,250, resulting in net proceeds of $ 100,000. The Note is unsecured, has a one-time interest charge of $ 14,011,
and matures on November 8, 2023. Note B's total of $ 130,771 (including principal, interest, and fees) will be repaid in ten payments,
each in the amount of $ 13,077 with the first payment made on December 30, 2022, and nine subsequent payments each month thereafter with
a five-day grace period with respect to each payment. On December 31, 2023, and, 2022, the principal owed was $ 10,637
and $ 98,465, respectively. Accrued interest at December 31, 2023 and 2022 were $ 1,289 and $ 0, respectively. The final payment was settled after the cutoff of the year.

 On
April 19, 2023, we entered into a promissory note ("Note C") agreement with one subscriber to raise a net amount of
$ 75,000,
pursuant to the terms and subject to the conditions of the unsecured promissory note issued to the subscriber. The promissory note
is in the amount of $ 88,760,
plus a one-time interest charge of 13 %
($ 11,538),
which accrues on the issuance of the promissory note, is unsecured and matures on April
19, 2024. We also agreed to an original issuance discount of $ 9,510.
The total amount of the promissory note of $ 100,298
(including principal, interest and fees) will be repaid in ten
payments each in the amount of $ 10,030, the
first payment is due on May 30, 2023, with nine subsequent payments each month thereafter. There is a five-day grace
period with respect to each payment. Principal and interest owed at December 31, 2023 was $ 26,188.

 In
the event of a default, Note C, is convertible into shares of our common stock. In a default situation the subscriber will have the right
to convert all or any part of the outstanding and unpaid amount of the promissory note into shares of our common stock at a conversion
price that is equal to the lowest trading price for the shares of common stock during the 25 trading days prior to the conversion date.
 Upon the occurrence and during the continuation of any event of default, the promissory note will immediately become immediately and
payable and, if we wish to repay the promissory note in cash, we must pay an amount equal to 200% of the then outstanding principal amount
of the promissory note plus accrued and unpaid interest on the unpaid principal amount of the promissory note plus any default interest,
if any. The first payment of $ 10,030 was due and paid on May 10, 2023.

 On
September 5, 2023, we entered into a promissory note ("Note D")and entered into a promissory note agreement that was dated
September 5, 2023 with one subscriber (the "Holder") to raise a net amount of US$ 104,250, pursuant to the terms and subject
to the conditions of the unsecured promissory note issued to the Holder (the "Promissory Note").

 The
principal of the Promissory Note is in the amount of US$ 119,887.50, plus a one-time interest charge of 11 % (US$ 13,187), which accrues
on issuance of the Promissory Note. It is unsecured and matures on July 15, 2024. We also agreed to an original issuance discount of
US$ 15,637.

 The
total amount of the Promissory Note of US$ 133,074 (including principal and interest) will be repaid in ten payments each in the amount
of US$ 13,307, the first payment due on October 15, 2023, with nine subsequent payments each month thereafter. There is a five day
grace period with respect to each payment.

 In
the event of a default, the Promissory Note is convertible into shares of our common stock. In a default situation the Holder will have
the right to convert all or any part of the outstanding and unpaid amount of the Promissory Note into shares of our common stock at a
conversion price that is equal to the lowest trading price for the shares of common stock during the 25 trading days prior to the conversion
date. Upon the occurrence and during the continuation of any event of default, the Promissory Note will immediately become immediately
and payable and, if we wish to repay the Promissory Note in cash, we must pay an amount equal to 200 % of the then outstanding principal
amount of the Promissory Note plus accrued and unpaid interest on the unpaid principal amount of the Promissory Note plus any default
interest, if any. On December 31, 2023, the principal and interest owed was $ 95,750.

 F- 16

 MetaWorks Platforms, Inc.

 (formerly CurrencyWorks Inc.)

 Notes to Consolidated Financial Statements

 December 31, 2023 and 2022

 On
December 5, 2023, we entered into a promissory note agreement with one subscriber (the "Holder") to raise a net amount
of US$ 45,000,
pursuant to the terms and subject to the conditions of the unsecured promissory note issued to the Holder (the "Promissory
Note"). The Promissory Note is in the amount of US$ 52,500,
plus a one-time interest charge of 10 %
(US$ 3,697),
which accrues on issuance of the Promissory Note, is unsecured and matures on September
15, 2024. We also agreed to an original
issuance discount of US$ 2,500.
The total amount of the Promissory Note of US$ 48,102 (including
principal and interest) will be repayable on maturity on September
15, 2024. There is a five day grace
period on this payment.

 In
the event of a default, the Promissory Note is convertible into shares of our common stock. In a default situation the Holder will have
the right to convert all or any part of the outstanding and unpaid amount of the Promissory Note into shares of our common stock at a
conversion price that is Variable Conversion Price (as defined herein) subject to equitable adjustment by the Borrower, combinations,
recapitalization, reclassifications, extraordinary distributions and similar events). The "Variable Conversion Price" shall
mean 61 % multiplied by the Market Price (as defined herein) (representing a discount rate of 39 %). "Market Price" means the
lowest Trading Price (as defined below) for the Common Stock during the fifteen (15) Trading Day period ending on the latest complete
Trading Day prior to the Conversion Date. "Trading Price" means, for any security as of any date, the closing bid price on
the OTCQB, OTCQX, Pink Sheets electronic quotation system or applicable trading market (the "OTC") as reported by a reliable
reporting service ("Reporting Service") designated by the Holder (i.e. Bloomberg) or, if the OTC is not the principal trading
market for such security, the closing bid price of such security on the principal securities exchange or trading market where such security
is listed or traded or, if no closing bid price of such security is available in any of the foregoing manners, the average of the closing
bid prices of any market makers for such security that are listed in the "pink sheets". If the Trading Price cannot be calculated
for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined
by the Borrower and the holders of a majority in interest of the Notes being converted for which the calculation of the Trading Price
is required in order to determine the Conversion Price of such Notes. "Trading Day" shall mean any day on which the Common
Stock is tradable for any period on the OTC, or on the principal securities exchange or other securities market on which the Common Stock
is then being traded.

 We
issued the Promissory Note and intend to issue shares of our common stock upon conversion of the Promissory Note to one U.S. person (as
that term is defined in Regulation S of the Securities Act of 1933, as amended) and in issuing these securities, we relied or will rely
on the exemptions from the registration requirements of the Securities Act of 1933 provided by Section 4(a)(2) of the Securities Act
of 1933 and/or Rule 506 promulgated under the Securities Act of 1933.

 On
April 28, 2023, the company received a $ 25,000 USD from Elek Istvan. There is no fixed terms of repayment and is not accruing interest.
Balance at December 31, 2023 is $ 25,000 USD.

 On
July 5, 2023, MetaWorks has acquired software, including a Web3 business metaverse platform, Chat GPT-powered AI avatar technology,
and domain portfolio, including UtopiaVR.com. This acquisition also includes a patent-pending IP technology relating to metaverse
haptics that will hold potential for future development and licensing opportunities. Consideration for the acquisition of the assets
included: (i) the issuance of 7,000,000
shares of common stock of the Company (each, a " Share "); (ii) the issuance of a convertible promissory note in
the principal amount of $ 700,000
USD, which matures on July
5, 2024 and is convertible into Shares after the date that is six (6) months after the date of issuance at a conversion price
of $ 0.10
USD per Share; and (iii) the issuance of a convertible promissory note in the principal amount of $ 154,250
USD, which matures on July
5, 2024, and is convertible into Shares after the date that is six (6) months after the date of issuance at a conversion
price of $ 0.10
USD per Share. Balance at December 31, 2023 is $ 854,000. These notes are non-interest bearing.

 10.
 DEFERRED REVENUE

 Prior
to December 31, 2023, the Company received $ 77,700 cash from customers as deposits for work to be performed. On December 31, 2022, the
products had not been delivered to the customers, therefore the deposits have been recorded as deferred revenue. Deferred revenue was
$ 77,700 and $ 77,700 on December 31, 2023 and 2022, respectively. See Note 2 for additional information on our revenue recognition policy.

 11.
 COMMITMENTS AND CONTINGENCIES

 Litigation

 From
time to time, the Company may be subject to legal proceedings, claims, and liabilities that arise in the ordinary course of business.
The Company is not aware of any pending litigation as of the date of this report, and therefore, in the opinion of management and based
upon the advice of its outside counsels, the liability, if any, from any pending litigation is not expected to have a material effect
in the Company's financial position, result or operations, and cash flows.

 F- 17

 Notes

 12.
 RELATED PARTY TRANSACTIONS

 On
January 22, 2018, the Company appointed James Geiskopf as Lead Director. As of December 31, 2023 and 2022, the Company had accounts payable
and accrued expenses owing to this related party of $ 102,744 and $ 6,302, respectively.

 On
April 1, 2021, the Company appointed Cameron Chell as Executive Chairman. As of December 31, 2023 and 2022, the Company had accounts
payable and accrued expenses owed to this related party of $ 143,067 and $ 567, respectively.

 On
August 1, 2022, the Company appointed Scott Gallagher as President. As of December 31, 2023 and 2022, the Company had accounts payable
and accrued expenses owing to this related party of $ 24,106 and $ 10,000.

 On
December 4, 2018, the Company appointed Swapan Kakumanu as Chief Financial Officer. As of December 31, 2023 and 2022, the Company had
accounts payable and accrued expenses owed to this related party of $ 0 and $ 1,688 respectively.

 On
October 9, 2017, the Company signed an agreement with a company owned by Swapan Kakumanu to provide accounting services. As of
December 31, 2023 and 2022, the Company had accounts payable and accrued expenses owed of $ 141,688
and $ 25,000
respectively. As of December 31, 2023, there is also
a loan payable owed to the Company by this related party in the amount of $ 8,500.

 As of December 31, 2023, the Company owed balances
to a related party for consulting services which amounted to approximately $ 75,000.

 On
May 5, 2021, the Company loaned Fogdog $ 400,000 of which our CFO is a director, chief financial officer and shareholder (Note 6). Effective
as of August 20, 2021, we loaned an additional $ 850,000 to Fogdog pursuant to convertible promissory note (Note 6). An allocation for non-collections was applied to this debt in 2023 resulting in a reported net realizable value of
zero.

 13.
 DERIVATIVE LIABILITIES

 All warrants that had an exercise price contingent on the Canadian exchange rate (CAD) had expired on February 4th,
2023 and therefore, no derivative recalculation was needed at December 31, 2023.

 During 2023, the Company issued debt with conversion features that required derivative liability evaluations. Management
performed these calculations and determined the derivative liability to be $ 0.

 SCHEDULE
OF DERIVATIVE LIABILITY EVALUATIONS

 April
 28, 2023

 June
 16, 2023

 Related
 debt balance

 $
 25,000

 $
 854,250

 Stock
 price

 $
 0.01

 $
 0.01

 Exercise
 price

 $
 0.04

 $
 0.10

 Volatility

 59.73
 %

 62.16
 %

 Risk-free
 interest rate

 5.59

 4.79

 Time
 to maturity

 0.16

 1.00

 Black
 Scholes fair value

 $
 -

 $
 -

 F- 18

 Notes

31, 2022 and 2021

 14.
 WARRANTS

 The
Company granted 10,128,571
 and 3,813,593
 common stock warrants, during the year ended
December 31, 2023 and 2022, respectively. During 2023 warrant holders did not exercise any warrants, and 19,656,521
 warrants expired. The weighted average exercise
price of warrants outstanding on December 31, 2023, is $ 0.5569,
and the weighted average remaining contractual life is 1.36 years. During the year ended December 31, 2022, warrant holders did
not exercise any warrants, and 2,108,750
warrants expired. The weighted average exercise price
of warrants outstanding on December 31, 2022, is $ 0.6033,
and the weighted average remaining contractual life is 0.90
 years.

 Since
the expected life of the warrants was greater than the Company's historical stock information available, the Company determined
the expected volatility based on price fluctuations of comparable public companies.

 The
following table summarizes changes in warrants outstanding in each year:

 SUMMARIZES CHANGES IN WARRANTS OUTSTANDING

 Outstanding at beginning of year

 19,807,614

 18,102,771

 Issuances

 10,128,571

 3,813,593

 Expirations

 ( 19,656,521
)

 ( 2,108,750
)

 Outstanding at end of year

 10,279,664

 19,807,614

 Weighted Average Price

 $
 0.5569

 $
 0.6033

 15.
 SHARE CAPITAL

 On January 28, 2022, the Company issued 244,139 common shares at $ 0.2048
USD per share for a total value of $ 50,000 USD, $ 33,500 USD of the share issuance value was a private placement for cash and $ 16,500 USD
of the share issuance value was for vendor payable debt conversion.

 On January 28, 2022, the Company completed a debt conversion where 488,281
common shares were issued at a price of $ 0.2048 USD per share for a total value of $ 100,000 USD.

 On January 28, 2022, the Company issued 1,221,001 common shares for $ 200,000
USD cash at a price of $ 0.1638 USD per share.

 On February 11, 2022, the Company issued 47,614 common shares for services
rendered to the Company. The common shares were issued at a price of $ 0.21 USD per share, for a total value of $ 9,999 USD.

 On February 28, 2022, the Company issued 2,592,592 common shares at a price
of $ 0.135 USD per share for total a total value of $ 350,000 USD, $ 244,111 USD of the issuance value was for cash and $ 105,889 USD of the
issuance value was for vendor payable debt conversion.

 On May 9, 2022, the Company issued 83,325 common shares for services rendered
to the Company at a price of $ 0.12 USD per share, for a total value of $ 9,999 USD.

 On August 31, 2022, the Company issued 108,684 common shares for services
rendered to the Company at a price of $ 0.092 USD per share, for a total value of $ 9,999 USD.

 On February 10, 2023, the Company completed a private placement for 6,500,000
shares at a price of $ 0.05 per share for total gross proceeds of $ 325,000.

 On March 7, 2023, the Company issued 1,000,000 common shares for services
rendered to the Company. The common shares were issued at a price of $ 0.10 USD per share, for a total value of $ 100,000 USD.

 On March 30, 2023, the Company completed a private placement for 8,600,000
shares at a price of $ 0.04 per share for total gross proceeds of $ 378,400.

 On April 4, 2023, we issued 725,000 shares of common stock of our company
at a deemed price of $ 0.05 per share for services rendered to the Company in the amount of $ 36,250. We issued 500,000 of these shares to GSD Group, LLC,
whose CEO is Shelly Murphy, a director of our company and 225,000 of these shares to Scott Gallagher, the president of our company.

 On April 25, 2023, the Company issued 3,720,000
common shares to vendors for services rendered to the Company. There were 2,000,000
common shares issued at a price of $ 0.05
USD and 1,720,000
common shares were issued at a price of $ 0.075
USD per share, for a total value of $ 279,000
USD.

 On July 5, 2023, the Company issued 7,000,000 common shares for software
purchased by the Company. There were 7,000,000 common shares issued at a price of $ 0.10 USD for a total value of $ 700,000 USD.

 On July 28, 2023, the Company completed private placements for 2,957,143
common shares at a price of $ 0.07 USD for total gross proceeds of $ 207,000 USD.

 On August 16, 2023, the Company issued 160,714 shares of common stock
of our company at a deemed price of $ 0.07 USD per share as compensation for services in the amount of $ 11,250. We issued these shares to Scott
Gallagher, the president of our company.

 F- 19

 Notes

 16.
 STOCK-BASED COMPENSATION

 The
Company has adopted the 2017 Equity Incentive Plan ("the Plan") under which non-transferable options to purchase common shares
of the Company may be granted to directors, officers, employees, or consultants of the Company. The terms of the Plan provide that our
board of directors may grant options to acquire common shares of the Company at not less than 100% of the greater of: (i) the fair market
value of the shares underlying the options on the grant date and (ii) the fair market value of the shares underlying the options on the
date preceding the grant date at terms of up to ten years. No amounts are paid or payable by the recipient on receipt of the options.
On June 30, 2023, the maximum number of options available for grant was increased to 28,300,000 shares. On December 31, 2023, there
are 24,213,334 stock options issued and outstanding. On December 31, 2023, there are 4,086,666 unused stock options.

 The
Company has also granted stock options to non-employees. These stock options were granted to consultants who have provided their services
for cash compensation below cost, with the stock options providing additional compensation in lieu of cash.

 On
February 10, 2021, the Company granted a total of 2,066,666 stock options to consultants. The stock options are exercisable at the exercise
price of $ 1.17 per share for a period of ten years from the date of grant. The stock options have a fair value of $ 1.09 and are exercisable

 (i)

 1/3

 (ii)

 1/3

 (iii)

 1/3

 On
March 19, 2021, the Company granted a total of 180,000 stock options to a consultant. The stock options are exercisable at the exercise
price of $ 3.19 per share for a period of ten years from the date of grant. The stock options have a fair value of $ 2.88 and are exercisable

 (i)

 1/3

 (ii)

 1/3

 (iii)

 1/3

 On
May 5, 2021, the Company granted a total of 180,000 stock options to a consultant. The stock options are exercisable at the exercise
price of $ 1.78 per share for a period of ten years from the date of grant. The stock options have a fair value of $ 1.65 and are exercisable

 (i)

 1/3

 (ii)

 1/3

 (iii)

 1/3

 On
June 15, 2021, the Company granted a total of 2,900,000 stock options to a consultant. The stock options are exercisable at the exercise
price of $ 1.16 per share for a period of ten years from the date of grant. The stock options have a fair value of $ 1.07 and are exercisable

 (i)

 1/3

 (ii)

 1/3

 (iii)

 1/3

 On
September 6, 2022, 180,000 stock options held by a consultant were forfeited.

 On
August 26, 2022, the Company granted a total of 8,300,000 stock options to officers and directors of the Company. The stock options are
exercisable at the exercise price of $ 0.09 per share for a period of ten years from the date of grant. The stock options have a fair
value of $ 0.0780 and are exercisable as follows:

 (i)

 1/2
 the date of the grant; and

 (ii)

 1/2

 On
August 26, 2022, the Company granted a total of 1,000,000 stock options to an officer of the Company. The stock options are exercisable
at the exercise price of $ 0.09 per share for a period of ten years from the date of grant. The stock options have a fair value of $ 0.0780
and are exercisable as follows:

 (i)

 1/3
 the date of the grant;

 (ii)

 1/3
 on the first anniversary date; and

 (iii)

 1/3
 on the second anniversary date.

 On
February 22, 2023, the Company granted a total of 750,000 stock options to an officer of the Company. The stock options are exercisable
at the exercise price of $ 0.11 per share for a period of ten years from the date of grant. The stock options have a fair value of $ 0.083
and are exercisable as follows:

 (i)

 1/3
 the first anniversary date of the grant;

 (ii)

 1/3

 (iii)

 1/3

 F- 20

 Notes

 16.
STOCK-BASED COMPENSATION (CONT'D)

 On
April 21, 2023, the Company granted a total of 7,000,000 stock options to officers and directors of the Company. The stock options are
exercisable at the exercise price of $ 0.09 per share for a period of ten years from the date of grant. The stock options have a fair
value of $ 0.089 and are exercisable Immediately at issuance.

 On
April 21, 2023 the Company granted a total of 2,500,000 stock options to consultants of the Company. The stock options are exercisable
at the exercise price of $ 0.09 per share for a period of ten years from the date of grant. The stock options have a fair value of $ 0.089
and are exercisable Immediately at issuance.

 (i)

 1/3
 on the date of the grant;

 (ii)

 1/3
 on the first anniversary date; and

 (iii)

 1/3
 on the second anniversary date.

 On
April 21, 2023 the Company granted a total of 1,500,000 stock options to a consultant of the Company. The stock options are exercisable
at the exercise price of $ 0.09 per share for a period of ten years from the date of grant. The stock options have a fair value of $ 0.089
and are exercisable Immediately at issuance.

 (i)

 500,000
 on the date of the grant; and

 (ii)

 1,000,000

 Stock-based
compensation expense recognized for the period ended December 31, 2023, and year ended December 31, 2022, were $ 677,833 and $ 1,855,761,
respectively. Stock options granted are valued at fair value calculation based off the Black-Scholes valuation model. The weighted average
assumptions used in the calculation are as follows:

 SCHEDULE OF WEIGHTED AVERAGE ASSUMPTIONS USED

 Period ended

 Year ended

 Share price

 $
 0.09

 $
 0.09

 Exercise price

 $
 0.09

 $
 0.09

 Time to maturity (years)

 Risk-free interest rate

 3.3
 %

 3.04
 %

 Expected volatility

 86.4
 %

 89.92
 %

 Dividend per share

 $
 0.00

 $
 0.00

 Forfeiture rate

 -

 -

 SCHEDULE OF STOCK OPTION ACTIVITY

 of Options

 Weighted Average
 Grant-Date
 Fair Value ($)

 Weighted
 Average
 Exercise
 Price ($)

 Weighted
 Average
 Remaining
 Life (Yrs)

 Options outstanding, December 31, 2022

 12,730,000

 0.17

 0.19

 8.60

 Granted

 11,750,001

 0.08

 0.09

 9.30

 Cancelled

 ( 266,667
)

 1.09

 1.17

 7.12

 Options outstanding, December 31, 2023

 24,213,334

 0.11

 0.13

 8.41

 Options exercisable, December 31, 2023

 21,538,679

 0.12

 0.14

 8.30

 As
vesting conditions are not wholly dependent on the employee and there is no timeline for them, for accounting purposes, the fair value
is calculated and the expense is recognized upon the achievement of the milestones.

 Nonvested
options are valued at the date of the grant at the fair value of the common stock and are expensed over the vesting period. As at the
grant date of the nonvested options, the fair value of the common stock was based upon the issuance of the founder shares at $ 0.0001
per share.

 F- 21

 Notes

31, 2022 and 2021

 17.
 INCOME TAXES

 For
the fiscal years 2023 and 2022, there was no provision for income taxes and deferred tax assets have been entirely offset by valuation
allowances.

 As
of December 31, 2023 and 2022, the Company had net operating loss carry forwards of approximately $ 4,214,489 and $ 3,897,793, respectively.
The carry forwards expire through the year 2043. The Company's net operating loss carry forwards may be subject to annual limitations,
which could reduce or defer the utilization of the losses as a result of an ownership change as defined in Section 382 of the Internal
Revenue Code.

 The
Tax Cuts and Jobs Act was enacted on December 22, 2017, which reduced the U.S. corporate statutory tax rate from 35% to 21% beginning
on January 1, 2018. We used 21% as an effective rate. The Company's tax expense differs from the "expected" tax expense
for Federal income tax purposes (computed by applying the United States Federal tax rate of 21% to loss before taxes (2018 – 21%)),

 SCHEDULE OF TAX EXPENSE

 2023

 2022

 For the years ended December 31,

 2023

 2022

 Net operating loss before taxes

 $
 ( 5,650,103
)

 $
 ( 6,212,287
)

 The federal income tax rate

 %

 %

 Tax expense (benefit) at the statutory rate

 ( 1,186,522
)

 ( 1,304,580
)

 Non-deductible items

 Tax effect of stock-based compensation (non-qualifying options)

 142,345

 389,710

 Change in Derivatives

 -

 ( 92,414
)

 Change in the valuation allowance

 1,044,177

 1,007,284

 Total

 $
 -

 $
 -

 The
tax effects of the temporary differences between reportable financial statement income and taxable income are recognized as deferred
tax assets and liabilities. The tax effect of significant components of the Company's deferred tax assets at December 31, 2023
and 2022, respectively, are as follows:

 SCHEDULE OF COMPONENTS OF DEFERRED TAX ASSETS AND LIABILITIES

 2023

 2022

 Deferred tax asset:

 Net operating loss carryforwards

 $
 4,941,970

 $
 3,897,793

 Total gross deferred tax assets

 4,941,970

 3,897,793

 Less: Deferred tax asset valuation allowance

 ( 4,941,970
)

 ( 3,897,793
)

 Total net deferred tax assets

 $
 -

 $
 -

 In
assessing the ability to realize the deferred tax assets, management considers whether it is more likely than not that some portion or
all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation
of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled
reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.

 The
returns filed from the year 2019 going-forward are subject to examination by the IRS.

 F- 22

 Notes

 18.
NON-CONTROLLING INTEREST

 On
March 15, 2023, the Company signed an agreement with its partner in the jointly owned subsidiary EnderbyWorks, LLC to become the 100 %
owner of this entity. The agreement includes a secured promissory note receivable due to the Company by Enderby Entertainment in the
amount of $ 1,828,000. The note receivable has an annual interest rate of 8 % due on July 6, 2024. There is also a royalty clause on the
existing assets that EnderbyWorks will pay the former partner 50% of the first $ 6,000,000 in net revenue, if revenues are generated in
the future. The acquisition of the non-controlling interest in Enderby Works was received for no cash consideration and only the exchange
of a note receivable due to the Company and a contingent royalty obligation owed to Enderby Entertainment by Enderby Works should it
generate revenues in the future.

 The reported non-controlling interest represents
that in MC the Company holds 80% interest in this was business which was acquired in June 22, 2021.

 The
following table sets forth a summary of the changes in non-controlling interest:

 SUMMARY OF CHANGES IN NON-CONTROLLING INTEREST

 Non-controlling interest beginning of the period

 $
)

 ( 894,742
)

 Issuance of shares by EnderbyWorks, LLC

 -

 4,900

 Net income (loss)

 ( 14,175
)

 8,122

 Acquisition

 734,637

 -

 Non-controlling interest end of period

 $
 ( 161,258
)

)

 19.
 SUBSEQUENT EVENTS

 On January 6, 2024, the Company granted a total of
 9,000,000 stock options to directors, officers and consultants of the Company. The stock options are exercisable at the exercise price of $ 0.02 USD per share for
a period of ten years from the date of grant. The stock options have a fair value of $ 0.01. The options vested immediately upon issuance.

 On January 6, 2024, the Company issued 920,000 shares
of common stock of our company at a deemed price of $ 0.02 USD per share in settlement of debt in the amount of $ 18,400 USD. We issued these
shares to Scott Gallagher, the president of our company.

 On March 1, 2024, we sold
 2,500,000 shares of our common stock at a price of US$ 0.02 per share for aggregate gross proceeds of US$ 50,000. The purchaser is one individual
investor.

 On March 1, 2024 we converted
$ 25,000 of debt into 625,000 shares of our common stock at a value of $.04 per share.

 On March 1, 2024 we agreed
to issue 4,600,000 shares of our common stock in payment for a one-year production and media broadcast agreement. The purchaser is the
provider of the services we purchased.

 On March 4, 2024, we
closed on a promissory note and entered into a promissory note agreement that was dated March 1, 2024 with one subscriber (the
"Holder") to raise a net amount of US$ 75,000,
pursuant to the terms and subject to the conditions of the unsecured promissory note issued to the Holder (the "Promissory
Note"). The Promissory Note is in the amount of US$ 80,000,
plus a one-time interest charge of 15 %
(US$ 14,400),
which accrues on issuance of the Promissory Note, is unsecured and matures on December
30, 2024. We also agreed to an original issuance discount of US$ 16,000.
The total amount of the Promissory Note of US$ 110,400
(including principal and interest) will be repaid in one(1) balloon payment of $ 55,200
due August 30, 2024. After the balloon payment, five (5) payments each of US$ 13,800,
the first payment due on September 30, 2024, with subsequent payments each month thereafter. There is a five-day grace period with
respect to each payment.

 On March 22, 2024, the Company elected to
convert the $ 400,000
promissory note along with $ 46,071 in accrued interest and now the company holds 11 %
equity stake in Fogdog.

 On April 10, 2024, the Company and Fogdog agreed to an extension of terms on the $ 850,000 note had its maturity date
extended to December 31, 2029.

 F- 23

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

 None.

 ITEM
9A. CONTROLS AND PROCEDURES

 Disclosure
Controls and Procedures

 Disclosure
controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by our
company is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC. Our principal
executive officer, who is our president, and our principal financial officer, who is our chief financial officer, are responsible for
establishing and maintaining disclosure controls and procedures for our company.

 Our
management conducted an evaluation, with the participation of our principal executive officer and our principal financial officer, of
the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) under the Securities Exchange Act of 1934,
as of the end of the period covered by this annual report on Form 10-K. Based upon that evaluation, our principal executive officer and
our principal financial officer concluded that as a result of the material weaknesses in our internal control over financial reporting
described below, our disclosure controls and procedures were not effective as of December 31, 2022.

 Management's
Annual Report on Internal Control over Financial Reporting

 Our
principal executive officer and our principal financial officer are responsible for establishing and maintaining adequate internal control
over financial reporting. Our principal executive officer and our principal financial officer have assessed the effectiveness of our
internal control over financial reporting as of the end of the period covered by this annual report on Form 10-K based on the criteria
for effective internal control described Internal Control-Integrated Framework issued by the Committee of Sponsoring Organization of
the Treadway Commission 2013. Based on this assessment, our principal executive officer and our principal financial officer have concluded
our internal control over the financial reporting is not effective due to the following material weaknesses, which existed as of December
31, 2023:

 Financial
 Reporting Systems: We did not maintain a fully integrated financial reporting system throughout the period and as a result, extensive
 manual analysis, reconciliation and adjustments were required in order to produce financial statements for external reporting purposes;
 and

 Segregation
 of Duties: We do not currently have a sufficient complement of technical accounting and external reporting personnel commensurate
 to support standalone external financial reporting under U.S. generally accepted accounting principles ( "U.S. GAAP")
 or SEC requirements. Specifically, we did not effectively segregate certain accounting duties due to the small size of our accounting
 staff, and inability to maintain a sufficient number of adequately trained personnel who have the knowledge and experience with U.S.
 GAAP and SEC reporting necessary to anticipate and identify risks critical to financial reporting and the closing process. In addition,
 there were inadequate reviews and approvals by our personnel of certain reconciliations and other processes in day-to-day operations
 due to the lack of a full complement of accounting staff.

 We
believe that our material weaknesses in internal control over financial reporting and our disclosure controls and procedures relate in
part to the fact that we are an emerging business with limited personnel. Management and our board of directors believe that we must
allocate additional human and financial resources to address these matters. Throughout the year, we have been continuously improving
our monitoring of current reporting systems and our personnel. We intend to continue to make improvements in our internal control over
financial reporting and disclosure controls and procedures until our material weaknesses are remediated.

 Limitations
on the Effectiveness of Controls and Permitted Omission from Management's Assessment

 Our
internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with U.S. GAAP. All internal control systems, no matter
how well designed, have inherent limitations, including the possibility of human error and the circumvention or overriding of controls.
Accordingly, even effective internal control over financial reporting can only provide reasonable assurance with respect to financial
statement preparation. Also, 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.

 In
light of the material weaknesses described above, additional procedures were performed by our management to ensure that the consolidated
financial statements included in this report were prepared in accordance with U.S. GAAP.

 Changes
in Internal Control over Financial Reporting during the Fourth Quarter of 2022

 During
the fourth quarter ended December 31, 2022, there were no changes to our internal control over financial reporting that have materially
affected or are reasonably likely to materially affect our internal control over financial reporting.

 ITEM
9B. OTHER INFORMATION

 On
March 15, 2023, the Company signed a settlement agreement and release with Enderby Entertainment, Inc., its partner in the jointly owned
subsidiary EnderbyWorks, LLC to become the 100% owner of the company. In order to account for former partner's owing the Company
$1,828,000 pursuant to a certain limited liability company agreement relating to EnderbyWorks, LLC, among other things, the former partner
agreed to issue the Company a secured promissory note of $1,828,000 (the "Note") with an interest rate of 8% due and payable
on July 6, 2024 and the former partner forfeited its 49% membership interest in EnderbyWorks, LLC, resulting in the Company becoming
the 100% owner of EnderbyWorks, LLC. The agreement also contains a royalty clause on the existing assets that EnderbyWorks will pay the
former partner 50% of the first $6,000,000 in certain net revenue of EnderbyWorks, LLC, which will be offset against amounts due under
the Note.

 ITEM
9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 None.

 PART
III

 ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 Directors
and Executive Officers

 The
following individuals serve as our directors and executive officers. All of our directors hold office until the next annual meeting of
our stockholders or until their successors have been elected and qualified, or until their death, resignation or removal. Our executive
officers are appointed by our board of directors and hold office until their death, resignation, or removal from office.

 Name

 Position
 Held with Our Company

 Age

 Date
 First Elected or Appointed

 Scott

 President

 September
 7, 2022

 Kakumanu

 Chief
 Financial Officer, Secretary and Treasurer

 4, 2018

 Cameron
 Chell

 Chairman
 and Director

 August
 21, 2017

 James
 P. Geiskopf

 Lead

 August
 28, 2014

 Edmund
 C. Moy

 February
 9, 2018

 Murphy

 June
 17, 2021

 Business
Experience

 The
following is a brief account of the education and business experience during at least the past five years of each director and executive
officer, indicating the person's principal occupation during that period, and the name and principal business of the organization
in which such occupation and employment were carried out.

 Scott

 On
September 7, 2022, Scott Gallagher was appointed as the president of the Company.

 Mr.
Gallagher is a seasoned public company executive with over 25 years' experience in the public markets. In 2000, Mr. Gallagher started
his first company, About Face Communications, LLC, representing several private and publicly traded companies. In 2002, he acquired control
of FTS Group ("FTS") as its Chairman, CEO, and largest shareholder. During this time, FTS grew from a startup to generating
record sales growth before being sold to an investor group. In 2008, he was appointed Chairman and CEO of TheDirectory.com, Inc. He remains
Chairman of the company. Since taking the Chairman position, TheDirectory.com has materially grown revenue and completed both financing
and acquisitions.

Kakumanu

 On
December 4, 2018, Swapan Kakumanu was appointed as the chief financial officer of our company. Mr. Kakumanu had been the controller of
our company since October 2017.

 Mr.
Kakumanu has been a partner, controller and chief financial officer for Red to Black Inc., a financial services firm offering chief financial
officer, controller and strategic consulting services to both public and private companies, since November 2012. Mr. Kakumanu has been
the chief financial officer of RYDE Holding Inc. since October 2018 to November 2019, the chief financial officer and a director of BLOCKStrain
Technology Corp (now TruTrace Technologies Inc.) (CSE: TTT). since September 2018 to March 2020, and the chief financial officer of Pounce
Technologies Inc. since July 2016 to December 2019. Mr. Kakumanu was also the chief financial officer of Intercept Energy Services Inc.
from June 2014 to September 2018, the chief financial officer of Vogogo Inc. from August 2017 to April 2018, On September 16, 2021 we
appointed Mr. Kakumanu as our secretary and treasurer.

 Mr.
Kakumanu has over 20 years of senior finance and operations experience. He has served at the executive levels in both public and private
companies including senior roles as president, chief executive officer, chief financial officer and company secretary, as well as director
roles on boards. Mr. Kakumanu has extensive experience in public company reporting, investor relations, ERP implementations, mergers
and acquisitions, internal controls and general overall financial, strategic and operations management. His diverse industry experience
spans commercializing technologies and launching software solutions, blockchain, manufacturing, distribution, oilfield services, healthcare
technologies and multi-jurisdictional operations. He holds CPA.CGA, ACA (Chartered Accountant, India) and ACMA (Certified Management
Accountant, India) designations.

 Cameron
Chell

 On
August 21, 2017, Cameron Chell was appointed as the president and chief executive officer and a director of our company. On October 15,
2017, Mr. Chell resigned as our president and chief executive officer in order to accommodate the appointment of Bruce Elliott as our
president. On the same day, Mr. Chell was appointed as the non-executive chairman.

 Mr.
Chell has been the CEO of Business Instincts Group Inc. since November 2009. Business Instincts Group is a venture creation accelerator
and services firm whose focus is building high-tech startups. The companies that Business Instincts Group has helped build include Draganfly,
RaptorRig, ColdBore, UrtheCast, the first commercial video platform on the International Space Station and Slyce, the visual purchasing
engine. As well, Mr. Chell has founded several startups including Futurelink, the original cloud computing company. Mr. Chell is currently
involved with creating and sourcing new projects, and overseeing corporate development for Business Instincts Group. Business Instincts
Group's venture creation process involves management services that integrate a proprietary strategic planning process (The RIPKIT)
into organizations fostering strategic growth, valuation appreciation, liquidity, and management accountability. In this regard Mr Chell's
primary responsibility is to provide project and strategic management facilitation while working with his co-founders, executives, and
investors to determine what is most important and specifically how to get it done. Mr. Chell has also been a director and secretary of
Ryde from December 2017 and chairman of Ryde from February 2018.

 We
believe that Mr. Chell is qualified to serve on our board of directors because of his extensive business experience derived from his
current and past occupation.

 James
P. Geiskopf

August 28, 2014, Mr. Geiskopf was appointed as president, secretary, treasurer and director of our company. On August 21, 2017, Mr. Geiskopf
resigned as our president. On October 9, 2017, Mr. Geiskopf resigned as our secretary and treasurer. Mr. Geiskopf has been our lead director
since August 21, 2017.

 Mr.
Geiskopf currently serves on the board of directors of Verb Technology Company, Inc. (VERB: NASDAQ), formerly nFusz, Inc. (since May
7, 2014), a company having shares of common stock registered under the Securities Exchange Act of 1934. He served as a director of Electronic
Cigarettes International Group, Ltd. from June 2013 to March 2017. He was the president, secretary, treasurer and a director of Searchbyheadlines.com
(now Naked Brand Group Inc.) from December 22, 2011 to July 30, 2012, and the president and director of The Resource Group from 2007
to 2009. From 1986 to 2007, he served as the president and chief executive officer of Budget Rent-a-Car of Fairfield, California. Mr.
Geiskopf also served on the board of directors of Suisun Valley Bank from 1986 to 1993 and on the board of directors of Napa Valley Bancorp.
from 1991 to 1993.

 We
believe that Mr. Geiskopf is qualified to serve on our board of directors because of his extensive business management and financial
expertise derived from his past occupation and his past and current board participation.

 Edmund
C. Moy

 On
February 9, 2018, we appointed Edmund C. Moy as a director of our company.

 Mr.
Moy has been self-employed since July 2013. He has provided autographs for Numismatic Guarantee Corporation since December 2015 and to
Profession Coin Grading Services, a division of Collectors Universe (CLCT: NASDAQ) from November 2013 to November 2015. Mr. Moy has also
been an author with Whitman Publishing since December 2013, and was a provider of endorsement to Fortress Gold Group from August 2014
to July 2017 and to Morgan Gold from November 2011 to July 2014. As a consultant since August 2013, he has advised the U.S. Department
of Labor and the U.S. Department of Transportation during most of 2017 and worked on projects to develop the first Bitcoin IRA and the
first state gold bullion depository in America. He has also been a professional speaker since August 2013. He was the vice president
for corporate infrastructure of L&L Energy, Inc. from January 2011 to July 2013 and a director of L&L Energy, Inc. from January
2012 to September 2012. From September 2006 to January 2011, Mr. Moy served as Director of the United States Mint, the world's
largest manufacturer of coins and medals. He was appointed by President George W. Bush and unanimously confirmed by the U.S. Senate.

 He
currently serves on the advisory board or board of directors of several privately-held companies: AID:Tech (a blockchain company that
fights global corruption in foreign aid and relief with digital identification), OmniSparx (develops healthy decentralized token ecosystems),
and Valaurum (which sells the smallest verifiable unit of gold in the world). He is also a member of the Executive Advisory Board for
the School of Business & Economics of Seattle Pacific University, the Board of Regents for Trinity International University, and
the National Council for C3 Leaders.

 Mr.
Moy has served on public, private and non-profit boards and advisory boards, including coin.co, Axon Connected, LLC, L&L Energy,
Inc. (NASDAQ: LLEN), Xactimed, Emerald Health Network, Christianity Today International, and Tau Kappa Epsilon International Fraternity.

 We
believe that Mr. Moy is qualified to serve on our board of directors because of his extensive business experience derived from his current
and past occupation.

Murphy

 On
June 14, 2021, we appointed Shelly Murphy as a director of our company.

Murphy is the CEO and Managing Partner of GSD Group, the innovation and strategy group behind Atari Hotels, and the Foundation Chair
of the Woz Innovation Foundation, Steve Wozniak's non-profit organization to help build the future of technology.

 Ms.
Murphy is at the nexus of creating new verticals in technology, education, and entertainment. Murphy has an extensive background and
career experience in executive leadership, management, business development, and over two decades of experience in finance with over
$900MM USD issued in private activity bonds. Murphy established her career and was appointed by Governor's Executive Order as the
Executive Director and CEO of Arizona Higher Education Loan Authority, a not-for-profit organization with a mission to provide low-cost
education financing solutions.

 Ms.
Murphy currently serves on the Advisory Boards for OfferPad, an industry leader in innovative end-to-end real estate transactions, and
The Game Fund Partners, a venture fund focused on Gaming, Esports, and related media.

 Family
Relationships

 There
are no family relationships among our directors or officers.

 Involvement
in Certain Legal Proceedings

 None
of our directors or executive officers have been involved in any of the following events during the past ten years:

 (a)

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

 (b)

 any
 conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor
 offences);

 (c)

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

 (d)

 being
 found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading
 Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended,
 or vacated;

 (e)

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

 (f)

 being
 the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization
 (as defined in Section 3(a)(26) of the Securities Exchange Act of 1934), any registered entity (as defined in Section 1(a)(29) of
 the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over
 its members or persons associated with a member.

 Delinquent
Section 16(a) Reports

 Section
16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors, and persons who own more than 10% of our
common stock, to file reports regarding ownership of, and transactions in, our securities with the Securities and Exchange Commission
and to provide us with copies of those filings. Based solely on our review of the copies of such forms received by us, or written representations
from certain reporting persons we believe that during year ended December 31, 2022 all filing requirements applicable to our executive
officers and directors, and persons who own more than 10% of our common stock were complied with, with the exception of the following:

 Name

 of

 Late Reports

 of Transactions

 Not Reported on a

 Timely Basis

 Failure
 to File

 Requested Forms

 Cameron
 Chell

 Nil

 Kakumanu

 Nil

 Scott

 Nil

 James
 P. Geiskopf

 Nil

 Edmund
 C. Moy

 Nil

 Murphy

 Nil

 Code
of Ethics

 On
December 20, 2017, our board of directors adopted a code of ethics and business conduct for directors, senior officers and employees
of our company. We adopted the code of ethics and business conduct for the purpose of promoting:

 honest
 and ethical conduct, including the ethical handling of actual or apparent conflicts of interest;

 full,
 fair, accurate, timely and understandable disclosure in all reports and documents that we file with, or submits to, the Securities
 and Exchange Commission and in other public communications made by our company;

 compliance
 with applicable governmental laws, rules and regulations;

 the
 protection of our assets, including corporate opportunities and confidential information;

 fair
 dealing practices;

 the
 prompt internal reporting of violations of the code of ethics and business conduct; and

 accountability
 for adherence to the code of ethics and business conduct.

 Audit
Committee

 We
have an audit committee consisting of James P. Geiskopf, Edmund C. Moy, and Shelly Murphy. Our audit committee assists our board of directors
in fulfilling its responsibility to our stockholders relating to corporate accounting matters, the financial reporting practices of our
company, and the quality and integrity of the financial reports of our company.

 Audit
Committee Financial Expert

 Our
board of directors has determined that it does not have a member that qualifies as an "audit committee financial expert"
as defined in Item 407(d)(5)(ii) of Regulation S-K. We believe that our board of directors is capable of analyzing and evaluating our
financial statements and understanding internal controls and procedures for financial reporting. In addition, we believe that retaining
an independent director who would qualify as an "audit committee financial expert" would be overly costly and burdensome
and is not warranted in our circumstances given the early stages of our development.

 Other
Committees of Board of Directors

 We
do not have nominating or compensation committees or committees performing similar functions nor do we have a written nominating or compensation
committee charter. Our board of directors does not believe that it is necessary to have such committees because it believes that the
functions of such committees can be adequately performed by our board of directors.

 We
do not have any defined policy or procedure requirements for our stockholders to submit recommendations or nominations for directors.
We do not currently have any specific or minimum criteria for the election of nominees to our board of directors and we do not have any
specific process or procedure for evaluating such nominees. Our board of directors assesses all candidates, whether submitted by management
or stockholders, and makes recommendations for election or appointment.

 A
stockholder who wishes to communicate with our board of directors may do so by directing a written request to the address appearing on
the first page of this annual report.

 ITEM
11. EXECUTIVE COMPENSATION

 Summary

 The
particulars of compensation paid to the following persons:

 (a)

 all
 individuals serving as our principal executive officer during the year ended December 31, 2023;

 (b)

 each
 of two most highly compensated executive officers other than our principal executive officer who were serving as executive officers
 at December 31, 2023; and

 (c)

 up
 to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not
 serving as our executive officer at December 31, 2023,

 who
we will collectively refer to as the named executive officers, for all services rendered in all capacities to our company for the years
ended December 31, 2023 and 2021 are set out in the following summary compensation table:

 Summary
Compensation Table – Years Ended December 31, 2023 and 2022

 Name and Principal Position

 Year

 Salary ($)

 Bonus ($)

 Stock Awards ($)

 Option Awards ($)

 Non-Equity Incentive Plan Compensa- tion ($)

 Nonqualified Deferred Compensation Earnings ($)

 All Other Compensa- tion ($)

 Total ($)

 2023

 181,843
 (2)

 168,750

 350,593

 President

 2022

 -

 -

 -

 78,000
 (2)

 -

 -

 50,000

 128,000

 2023

 210,489
 (2)

 183,750

 394,239

 Chief Financial Officer
 Secretary and Treasurer (1)

 2022

 -

 -

 -

 179,400
 (2)

 -

 -

 56,000

 235,400

 Notes:

 (1)

 On
 December 4, 2018, Mr. Kakumanu was appointed as the chief financial officer of our company. On September 16, 2020, we appointed Mr.
 Kakumanu as our secretary and treasurer.

 (2)

 Reflects
 the grant date fair value computed in accordance with FASB ASC Topic 718. See Note 16 of our annual financial statements for the
 years ended December 31, 2023 and 2022 for a description of the assumptions made in the valuation of these stock options.

 Narrative
Disclosure to Summary Compensation Table

 In
connection with the appointment of Scott Gallagher as president, we have entered into an independent consultant agreement dated September
7, 2022. Pursuant to the agreement we have agreed to pay Mr. Gallagher a consulting fee of $10,000 per month. On January 1, 2023 the
agreement was amended to $11,250 per month. On April 1, 2023 the agreement was amended to $15,000 per month with the option to convert
into shares. The agreement may be terminated by (i) Mr. Gallagher by providing at least 30 days advance notice in writing, (ii) us by
giving at least 30 days advance notice in writing, or (iii) us without notice in the event that Mr. Gallagher: (a) breaches any term
of the agreement, (b) neglects the services or any other duty to be performed under the agreement, (c) engages in any conduct which is
dishonest, or damages our reputation or standing, (d) is convicted of any criminal act, (e) engages in any act of moral turpitude, (f)
files a voluntary petition in bankruptcy, or (g) is adjudicated as bankrupt or insolvent. Mr. Gallagher has also agreed for the term
of the agreement not to compete with us in the business of providing services for blockchain initial coin offerings. During the term
of the agreement and for a period of one year immediately following the termination or expiration of the agreement, Mr. Gallagher has
agreed not to solicit or induce any customer, prospective customer, supplier, sales personnel, employee or independent contractor involved
with us to terminate or breach any employment, contractual or other relationship with us, or to otherwise discontinue or alter such third
party's relationship with us.

 Since
October 1, 2017, we have paid Red to Black Inc., a company controlled by Swapan Kakumanu $4,000 per month which was amended to $10,000
per month from February 1, 2018, and to $12,500 per month from April 1, 2021 for providing accounting and controller services. On December
4, 2018, we removed Michael Blum as our chief financial officer in order to accommodate the appointment of Swapan Kakumanu as our chief
financial officer in connection with our application to list our common stock on the TSX Venture Exchange. In connection with the appointment
of Swapan Kakumanu as chief financial officer, we have entered into an independent consultant agreement dated December 4, 2018 with Swapan
Kakumanu whereby we agreed to pay a consulting fee of $5,000 per month. Commencing December 1, 2019, the consulting agreement was amended
to pay $1 per month. Commencing February 2021, Mr. Kakumanu's monthly fee was restored to $5,000 and increased to $10,000 in March
2021. In 2022, to help the Company, Mr. Kakumanu waived his monthly fees starting June 2022, but took a one-time fee of $6,000 in November
2022. Subject to compliance with all applicable securities laws, we also agreed to grant to Mr. Kakumanu stock options in an amount to
be determined by our board of directors. The agreement continues for a twelve-month term, which will automatically be renewed unless
we provide 30 days prior written notice of our intention to not renew the agreement. The agreement may be terminated by (i) Mr. Kakumanu
by providing at least 30 days advance notice in writing, (ii) us by giving at least 30 days advance notice in writing, or (iii) us without
notice in the event that Mr. Kakumanu: (a) breaches any term of the agreement, (b) neglects the services or any other duty to be performed
under the agreement, (c) engages in any conduct which is dishonest or damages our reputation or standing, (d) is convicted of any criminal
act, (e) engages in any act of moral turpitude, (f) files a voluntary petition in bankruptcy, or (g) is adjudicated as bankrupt or insolvent.
Mr. Kakumanu has also agreed, for the term of the agreement, not to compete with us in the business of providing services for blockchain
initial coin offerings. During the term of the agreement, and for a period of one year immediately following the termination or expiration
of the agreement, Mr. Kakumanu has agreed not to solicit or induce any customer, prospective customer, supplier, sales personnel, employee,
or independent contractor involved with us to terminate or breach any employment, contractual or other relationship with us, or to otherwise
discontinue or alter such third party's relationship with us.

 On
October 15, 2017, as amended on January 22, 2018, November 22, 2018, and December 7, 2020, our board of directors adopted and approved
the 2017 Equity Incentive Plan. The purpose of the plan is to (a) enable us and any of our affiliates to attract and retain the types
of employees, consultants and directors who will contribute to our long range success; (b) provide incentives that align the interests
of employees, consultants and directors with those of our stockholders; and (c) promote the success of our business. On November 22,
2018, our board of directors amended our 2017 Equity Incentive Plan in connection with our application to list our common stock on the
TSX Venture Exchange. On December 7, 2020, the plan was amended to provide that a total of 6,985,207 shares of our common stock will
be available for the grant of stock options and no shares will be available for the grant of non-stock option awards.

 On
August 26, 2022 we granted 800,000 stock options to Swapan Kakumanu and 1,000,000 stock options to Scott Gallagher. Each option is exercisable
for a period of 10 years at a price of $0.09 per share. The stock options granted to Swapan Kakumanu with one half vesting upon issuance
and one half in one year. The stock options granted to Scott Gallagher vest as to one-third on the date of grant, one-third on the first
anniversary of the date of grant, and one-third on the second anniversary of the date of grant.

 On
April 21, 2023 we granted 2,000,000 stock options to Swapan Kakumanu and 2,000,000 stock options to Scott Gallagher. Each option is exercisable
for a period of 10 years at a price of $0.09 per share. The stock options granted to vesting upon issuance.

 Retirement
or Similar Benefit Plans

 There
are no arrangements or plans in which we provide retirement or similar benefits for our directors or executive officers.

 Resignation,
Retirement, Other Termination, or Change in Control Arrangements

 We
have no contract, agreement, plan or arrangement, whether written or unwritten, that provides for payments to our directors or executive
officers at, following, or in connection with the resignation, retirement or other termination of its directors or executive officers,
or a change in control of our company or a change in our directors' or executive officers' responsibilities following a change
in control.

 Outstanding
Equity Awards at Fiscal Year-End

 The
following table sets forth for each named executive officer certain information concerning the outstanding equity awards as of December
31, 2023:

 Option awards

 Stock awards

 Name

 of
 securities
 underlying
 unexercised
 options (#)
 exercisable

 of
 securities
 underlying
 unexercised
 options (#)
 unexercisable

 Equity incentive plan
 awards: Number of
 securities underlying
 unexercised
 unearned
 options (#)

 Option
 exercise
 price ($)

 Option
 expiration
 date

 Number of
 shares or units of stock that
 have not
 vested (#)

 Market value of
 shares of
 units of stock that
 have not
 vested ($)

 Equity incentive plan
 awards: Number
 of unearned
 shares, units or other
 rights that have not
 vested (#)

 Equity incentive plan
 awards: Market or
 payout value of unearned
 shares, units
 or other rights that have not vested ($)

 666,666

 (3)

 333,334

 -

 0.09

 August 26, 2032

 -

 -

 -

 -

 2,000,000

 -

 -

 0.09

 April 21, 2033

 -

 -

 -

 -

 100,000

 (1) (5)

 -

 -

 0.10

 October 15, 2027

 -

 -

 -

 -

 2,300,000

 (4)

 -

 -

 0.09

 August 26, 2032

 -

 -

 -

 -

 2,000,000

 -

 -

 0.09

 April 21, 2033

 -

 -

 -

 -

 Notes:

 (1)

 The
stock options become exercisable as follows: (i) 1/3 upon the date of grant (October 15, 2017); (ii) 1/3 on the first anniversary date
and (iii) 1/3 on the second anniversary date.

 (2)

 The
 stock options become exercisable as follows: (i) 1/3 upon the date of grant (February 10, 2021); (ii) 1/3 on the first anniversary
 date and (iii) 1/3 on the second anniversary date.

 (3)

 The
 stock options become exercisable as follows: (i) 1/3 upon the date of grant (August 26, 2022); (ii) 1/3 on the first anniversary
 date and (iii) 1/3 on the second anniversary date.

 (4)

 The
 stock options become exercisable as follows: (i) 1/2 upon the date of grant (August 26, 2022) and (ii) 1/2 on the first anniversary
 date.

 (5)

 These
 stock options are held by Red to Black Inc., a company controlled by Swapan Kakumanu.

of Directors

 During
the year ended December 31, 2023, compensation to directors of our company is set out in the director compensation table below:

 Name

 Fees earned or paid in cash
 ($)

 Stock
 Awards
 ($)

 Option
 Awards
 ($)

 Non-Equity
 Incentive
 Plan
 Compensa-
 tion
 ($)

 Nonqualified
 Deferred
 Earnings
 ($)

 All
 Other
 Compensa-
 tion
 ($)

 Total
 ($)

 Cameron Chell

 135,000

 -

 -

 (1)(5)

 -

 -

 -

 135,000

 James P. Geiskopf

 135,000

 -

 178,000

 (2)(5)

 -

 -

 -

 313,000

 Edmund C. Moy

 -

 -

 44.500

 (3)(5)

 -

 -

 -

 44,500

 Shelly Murphy

 -

 -

 44,500

 (4)(5)

 -

 -

 -

 44,500

 (1)

 As
 of December 31, 2022, Mr. Chell owned the following stock options: stock options to purchase 400,000 shares of our common stock at
 an exercise price of $0.10 per share until October 15, 2027 pursuant to the stock option agreement dated October 15, 2017 and stock
 options to purchase 2,500,000 shares of our common stock at an exercise price of $0.09 per share until August 26, 2032 pursuant to
 the stock option agreement dated August 26, 2022.

 (2)

 As
 of December 31, 2022, Mr. Geiskopf owned the following stock options: stock options to purchase 400,000 shares of our common stock
 at an exercise price of $0.10 per share until October 15, 2027 pursuant to the stock option agreement dated October 15, 2017 and
 stock options to purchase 2,200,000 shares of our common stock at an exercise price of $0.09 per share until August 26, 2032 pursuant
 to the stock option agreement dated August 26, 2022 and stock options to purchase 2,000,000 shares of our common stock at an exercise
 price of $0.09 per share until April 21, 2033 pursuant to the stock option agreement dated April 21, 2023.

 (3)

 As
 of December 31, 2022, Mr. Moy owned the following stock options: stock options to purchase 800,000 shares of our common stock at
 an exercise price of $0.09 per share until August 26, 2032 pursuant to the stock option agreement dated August 26, 2022 and stock
 options to purchase 500,000 shares of our common stock at an exercise price of $0.09 per share until April 21, 2033 pursuant to the
 stock option agreement dated April 21, 2023.

 (4)

 As
 of December 31, 2022, Ms. Murphy owned the following stock options: stock options to purchase 500,000 shares of our common stock
 at an exercise price of $0.09 per share until August 26, 2032 pursuant to the stock option agreement dated August 26, 2022 and stock
 options to purchase 500,000 shares of our common stock at an exercise price of $0.09 per share until April 21, 2033 pursuant to the
 stock option agreement dated April 21, 2023.

 (5)

 Reflects
 the grant date fair value computed in accordance with FASB ASC Topic 718. See Note 16 of our annual financial statements for the
 years ended December 31, 2023 and 2022 for a description of the assumptions made in the valuation of these stock options.

 On
January 22, 2018, we entered into an offer letter with James P. Geiskopf, pursuant to which, among other things, we agreed to pay Mr.
Geiskopf $120,000 in annual cash compensation commencing on January 1, 2018. Commencing January 1, 2022, the compensation increased to
$15,000 per month. In 2022, to help the Company, Mr. Geiskopf waived his monthly fees starting June 2022, but took a one-time fee of
$6,000 in November 2022.

 On
April 1, 2021, we entered into an agreement with Cameron Chell, pursuant to which, among other things, we agreed to pay Mr. Chell $15,000
per month. Commencing February 1, 2022, the amount was decreased to $10,000 per month. Commencing April 1, 2022, the amount was increased
to $15,000 per month. In 2022, to help the Company, Mr. Chell waived his monthly fees starting June 2022.

 In
connection with the appointment of Edmund C. Moy as a director on February 9, 2018, we entered into an offer letter dated February 9,
2018 with Mr. Moy, pursuant to which, among other things, we agreed to pay Mr. Moy $50,000 in annual cash compensation and grant 100,000
stock options. Effective February 9, 2018, we granted to Mr. Moy 100,000 stock options, which are exercisable at an exercise price of
$0.60 per share until February 9, 2028. The stock options become exercisable as follows: (i) 1/3 on the grant date, (ii) 1/3 on the first
anniversary of the grant date and (iii) 1/3 on the second anniversary of the grant date. Commencing December 1, 2019, the cash compensation
was no longer in effect.

 In
connection with the appointment of Shelly Murphy as a director on June 15, 2021, we entered into an offer letter dated June 15, 2021
with Ms. Murphy, pursuant to which, among other things, we granted to Ms. Murphy 200,000 stock options, which are exercisable at an exercise
price of $1.16 per share until June 15, 2031. The stock options become exercisable monthly over 36 months as follows: 1/36 of the stock
options vesting each month commencing on June 15, 2021.

 On
February 10, 2021, we granted stock options to our directors (200,000 stock options to Michael Blum, 400,000 stock options to Cameron
Chell, 400,000 stock options to James P. Geiskopf, 200,000 to Edmund Moy, and 200,000 to James M. Carter). Each stock option is exercisable
for a period of 10 years at a price of $1.17 per share. The stock options vest as to one-third on the date of grant, one-third on the
first anniversary of the date of grant and one-third on the second anniversary of the date of grant.

 On
June 15, 2021, we granted stock options to our directors (1,000,000 stock options to Cameron Chell, 750,000 stock options to James P.
Geiskopf, 200,000 to Edmund Moy, and 200,000 to Shelly Murphy). Each stock option is exercisable for a period of 10 years at a price
of $1.16 per share. The stock options vest as to one-third on the date of grant, one-third on the first anniversary of the date of grant
and one-third on the second anniversary of the date of grant.

 On
July 22, 2022, the Company cancelled the stock options granted to the directors that had been issued in 2018 and 2021 (1,400,000 stock
options from Cameron Chell, 1,150,000 stock options from James P. Geiskopf, 500,000 stock options from Edmund Moy, and 200,000 stock
options from Shelly Murphy).

 On
August 26, 2022, we granted stock options to our directors (2,500,000 stock options to Cameron Chell, 2,200,000 stock options to James
P. Geiskopf, 800,000 to Edmund Moy, and 500,000 to Shelly Murphy). Each stock option is exercisable for a period of 10 years at a price
of $0.09 per share. The stock options vest as to one-half on the date of grant and one-half on the first anniversary of the date of grant.

 On
April 21, 2023, we granted stock options to our directors (2,000,000 stock options to James P. Geiskopf, 500,000 to Edmund Moy, and 500,000
to Shelly Murphy). Each stock option is exercisable for a period of 10 years at a price of $0.09 per share. The stock options vest the
date of grant.

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

 The
following table sets forth, as of March 17, 2024, certain information with respect to the beneficial ownership of our common stock by
each stockholder known by us to be the beneficial owner of more than 5% of any class of our voting securities and by each of our directors,
our named executive officers and by our executive officers and directors as a group.

 Name

 Title of Class

 Amount and Nature of Beneficial Ownership (1)

 Percentage of Class (1)(2)

 4,305,714
 (4)

 1.11
 %

 4,837,857
 (5)

 0.16
 %

 Cameron Chell

 3,042,034
 (6)

 0.12
 %

 James P. Geiskopf

 7,237,857
 (7)

 2.25
 %

 Edmund C. Moy

 1,300,000
 (8)

 *

 Shelly Murphy

 2,400,000
 (9)

 1.19
 %

 All current executive officers and directors as a group (6 persons)

 23,123,462

 4.83
 %

 Notes

 *
Less than 1%.

 (1)

 Except
 as otherwise indicated, we believe that the beneficial owners of the common stock listed above, based on information furnished by
 such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable.
 Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with
 respect to securities. Common stock subject to options or warrants currently exercisable or exercisable within 60 days, are deemed
 outstanding for purposes of computing the percentage ownership of the person holding such option or warrants, but are not deemed
 outstanding for purposes of computing the percentage ownership of any other person.

 (2)

 Percentage
 of ownership is based on 117,452,923 shares of our common stock issued and outstanding as of March 15, 2024.

 (4)

 of 1,305,714 shares of our common stock underlying 3,000,000 stock options that are vested or will be vested within 60 days.

 (5)

 of 137,857 shares of our common stock held directly and 50,000 shares of our common stock held by Red to Black Inc., a company controlled
 by Mr. Kakumanu, 100,000 shares of our common stock underlying 100,000 stock options granted to Red to Black Inc., a company controlled
 by Mr. Kakumanu that are vested or will be vested within 60 days and 4,300,000 shares of our common stock underlying 4,300,000 stock
 options granted to Mr. Kakumanu that are vested or will be vested within 60 days.

 (6)

 of 142,034 shares of our common stock held directly, 2,900,000 shares of our common stock underlying 2,900,000 stock options that
 are vested or will be vested within 60 days.

 (7)

 of 2,637,857 shares of our common stock and 4,600,000 shares of our common stock underlying 4,600,000 stock options that are vested
 or will be vested within 60 days.

 (8)

 of 1,000 shares of our common stock and 1,300,000 shares of our common stock underlying 1,300,000 stock options that are vested or
 will be vested within 60 days.

 (9)

 of 1,400,000 shares of our common stock held by GSD Group LLC., a company whose CEO is Ms. Murphy, and 1,000,000 shares of our common
 stock underlying 1,000,000 stock options that are vested or will be vested within 60 days.

 Changes
in Control

 We
are unaware of any arrangement the operation of which may at a subsequent date result in a change of control of our company.

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

 Transactions
with Related Persons

 Other
than as disclosed below, there has been no transaction, since January 1, 2021, or currently proposed transaction, in which the Company
were or are to be a participant and the amount involved exceeds $48,192.72, being the lesser of $120,000 or one percent of the average
of its total assets at year end for the last two completed fiscal years, and in which any of the following persons had or will have a
direct or indirect material interest:

 (i)

 any
 director or executive officer of our company;

 (ii)

 any
 person who beneficially owns, directly or indirectly, shares carrying more than 5% of any class of our voting securities;

 (iii)

 any
 person who acquired control of our company when it was a shell company or any person that is part of a group, consisting of two or
 more persons that agreed to act together for the purpose of acquiring, holding, voting or disposing of our common stock, that acquired
 control of our company when it was a shell company; and

 (iv)

 any
 member of the immediate family (including spouse, parents, children, siblings and in- laws) of any of the foregoing persons.

 On
February 10, 2021, we granted stock options to our former directors (200,000 stock options to Michael Blum and 200,000 to James M. Carter).
Each stock option was exercisable for a period of 10 years at a price of $1.17 per share. The stock options were to vest as to one-third
on the date of grant, one-third on the first anniversary of the date of grant and one-third on the second anniversary of the date of
grant. On June 14, 2021, Messrs. Blum and Carter resigned as directors of our company and as of December 31, 2022, Messrs. Blum and Carter
owned no stock options of our company.

 The
Company entered into 7 promissory notes with rate of interest payable at 5% per annum on July 18, 2019, August 9, 2019, September 13,
2019, October 4, 2019, November 19, 2019, December 18, 2019, and January 9, 2020 with Business Instincts Group Inc. ("BIG").
The Company repaid BIG $101,460 of the principal amount owing in the fiscal year ended December 31, 2020. As of March 15, 2023, the Company
owed $0 in principal and interest (December 31, 2022 - $0, December 31, 2021 - $28,804 and December 31, 2020 - $414,547). The largest
aggregate principal outstanding during the period from January 1, 2021 to December 31, 2022 was $0. No interest was paid in the period
from January 1, 2020 to December 31, 2021. Our chairman and director, Cameron Chell, was a director, officer and an indirect shareholder
of BIG until January 15, 2021.

 We
engaged two clients to build out their business models, technology strategy, market entry strategy, and capital structure, including
a blockchain platform launch. We signed an agreement with BIG in which 80% of the revenue received is reimbursed to BIG for expenses
incurred to meet the performance obligations as outlined above. For the year ended December 31, 2021, we incurred expenses of which $140,000
was payable as at December 31, 2021 to BIG related to these customers. For the year ended December 31, 2022, the Company incurred expenses
of $294,000 of which $147,000 was payable as at December 31, 2022 to BIG related to these customers.

as of May 5, 2021, we loaned $400,000 to Fogdog Energy Solutions Inc. pursuant to convertible promissory note. The note bears interest
at a rate of 4% per annum and comes due on May 5, 2022. The note may not be prepaid without the written consent of our company. Under
certain conditions as outlined in the promissory note, the Company may convert the outstanding loan into common shares. Our chief financial
officer, secretary and treasurer, Swapan Kakumanu, is a director, chief financial officer and a shareholder of Fogdog. Accrued interest
as at December 31, 2021 is $24,773. Effective as of August 20, 2021, we loaned an additional $850,000 to Fogdog Energy Solutions Inc.
pursuant to convertible promissory note. The note bears interest at a rate of 10% per annum and comes due on August 20, 2027. The note
may not be prepaid without the written consent of our company. Under certain conditions as outlined in the promissory note, we may convert
the outstanding loan into common shares. Our chief financial officer, secretary and treasurer, Swapan Kakumanu, is a director, chief
financial officer and a shareholder of Fogdog. The largest aggregate amount of principal outstanding during the period for which disclosure
is provided and the amount thereof outstanding as of the latest practicable date is $0. The amount of principal and accrued interest
paid during the periods for which disclosure is provided is $nil. Accrued interest as at December 31, 2023 and 2022 is $0 and $142,493,
respectively. The loan and accrued interest was written off during the year.

 On
December 29, 2021, we completed a private placement of an aggregate of 173,609 shares of common stock at a price of $0.288 per share
for aggregate gross proceeds of $50,000. Of the 173,609 shares: (i) Cameron Chell, our chairman and director, subscribed for 59,027 shares
of our common stock; (ii) Swapan Kakumanu, our Chief Financial Officer, subscribed for 57,291 shares of our common stock; and (iii) James
P. Geiskopf, our lead director, subscribed for 57,291 shares of our common stock.

 On
January 28, 2022, we completed a private placement of an aggregate of 244,139 shares of common stock at a price of $0.2048 per share
for aggregate gross proceeds of $50,000. Of the 244,139 shares: (i) Cameron Chell, our chairman and director, subscribed for 83,007 shares
of our common stock; (ii) Swapan Kakumanu, our Chief Financial Officer, subscribed for 80,566 shares of our common stock; and (iii) James
P. Geiskopf, our lead director, subscribed for 80,566 shares of our common stock.

for Executive Officers and Directors

 For
information regarding compensation for our executive officers and directors, see "Executive Compensation".

Independence

 We
currently act with four directors consisting of Cameron Chell, James P. Geiskopf, Edmund C. Moy, and Shelly Murphy. Our common stock
is quoted on the OTCQB operated by the OTC Markets Group, which does not impose any director independence requirements. Under NASDAQ
Rule 5605(a)(2), a director is not independent if, among other things, (1) he or she is also an executive officer or employee of the
corporation or was, at any time during the past three years, employed by the corporation; or (2) he or she accepted or who has a family
member who accepted any compensation from our company in excess of $120,000 during any period of twelve consecutive months within the
past three years, other than the following: (i) compensation for board or board committee service; (ii) compensation paid to a family
member who is an employee (other than an executive officer) of our company; or (iii) benefits under a tax-qualified retirement plan,
or non-discretionary compensation. Using this definition of independent director, we have three independent directors, James Geiskopf,
Edmund C. Moy, and Shelly Murphy.

 In
addition, James P. Geiskopf, Edmund C. Moy, and Shelly Murphy, the members of our audit committee, have not accepted directly or indirectly
any consulting, advisory, or other compensatory fee from our company or subsidiary other than in his or her capacity as a member of the
audit committee, our board of directors, or any other board committee, and each member of our audit committee is not a beneficial owner,
directly or indirectly, of more than 10% of our common stock and is not an executive officer of our company. Accordingly, they are independent
under independence standards applicable to the audit committee of a company whose stock is listed on the Nasdaq Capital Market.

 ITEM
14. PRINCIPAL ACCOUNTING FEES AND SERVICES

 Audit
Fees

 The
following table sets forth the fees billed or expected to be billed to our company for the years ended December 31, 2023 and December
31, 2022 for professional services rendered by Integritat CPA LLC, our independent registered public accounting firm:

 Fees

 2023 *

 2022

 Audit Fees

 $
 48,000
 *

 $
 56,508

 Audit Related Fees

 -

 -

 Tax Fees

 -

 -

 Other Fees

 -

 -

 Total Fees

 $
 48,000

 $
 56,508

 *Estimated.

 Pre-Approval
Policies and Procedures

 Our
audit committee pre-approves all services provided by our independent registered public accountants. All of the above services and fees
were reviewed and approved by our board of directors or our audit committee before the respective services were rendered.

 Our
board of directors has considered the nature and amount of fees billed by our independent registered public accountants and believes
that the provision of services for activities unrelated to the audit is compatible with maintaining the independence of our independent
registered public accountants.

 PART
IV

 ITEM
15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

 (3)

 Articles
 of Incorporation and Bylaws

 3.1

 Articles of Incorporation (incorporated by reference from our Current Report on Form S-1, filed on March 30, 2011)

 3.2

 Articles of Merger (incorporated by reference from our Current Report on Form 8-K filed on August 23, 2017)

 3.3

 Articles of Merger (incorporated by reference from our Current Report on Form 8-K filed on February 15, 2018)

 3.4

 Articles of Merger dated effective September 3, 2019 (incorporated by reference from our Current Report on Form 8-K, filed on September 9, 2019)

 3.5

 Certificate of Amendment to Articles of Incorporation (incorporated by reference from our Current Report on Form 8-K, filed on June 3, 2021)

 3.6

 Articles of Merger dated effective August 24, 2022 (incorporated by reference from our Current Form 8-K, filed on August 25, 2022)

 3.7

 Amended and Restated Bylaws (incorporated by reference from our Annual Report on Form 10-K, filed on April 15, 2022)

 (10)

 Material
 Contracts

 10.1

 Private Placement Subscription Agreement with Oceanside Strategies Inc. dated September 14, 2015 (incorporated by reference from our Current Report on Form 8-K, filed on September 15, 2015)

 10.2

 18% Unsecured Convertible Note with Oceanside Strategies Inc. dated September 14, 2015 (incorporated by reference from our Current Report on Form 8-K, filed on September 15, 2015)

 10.3

 Private Placement Subscription Agreement with Oceanside Strategies Inc. dated December 30, 2016 (incorporated by reference from our Current Report on Form 8-K, filed on January 5, 2017)

 10.4

 18% Unsecured Convertible Note with Oceanside Strategies Inc. dated December 30, 2016 (incorporated by reference from our Current Report on Form 8-K, filed on January 5, 2017)

 10.5

 Private Placement Subscription Agreement with Oceanside Strategies Inc. dated December 30, 2016 (incorporated by reference from our Current Report on Form 8-K, filed on January 2, 2018)

 10.6

 18% Unsecured Convertible Note with Oceanside Strategies Inc. dated December 30, 2016 (incorporated by reference from our Current Report on Form 8-K, filed on January 2, 2018)

 10.7

 Private Placement Subscription Agreement with Oceanside Strategies Inc. dated March 2, 2017 (incorporated by reference from our Current Report on Form 8-K, filed on March 24, 2017)

 10.8

 18% Unsecured Convertible Note with Oceanside Strategies Inc. dated March 2, 2017 (incorporated by reference from our Current Report on Form 8-K, filed on March 24, 2017)

 10.9

 Private Placement Subscription Agreement with Oceanside Strategies Inc. dated June 8, 2017 (incorporated by reference from our Current Report on Form 8-K, filed on January 2, 2018)

 10.10

 18% Unsecured Convertible Note with Oceanside Strategies Inc. dated June 8, 2017 (incorporated by reference from our Current Report on Form 8-K, filed on January 2, 2018)

 10.11

 Transfer Agreement dated August 21, 2017 with Blockchain Fund GP Inc. (incorporated by reference from our Current Report on Form 8-K filed on August 23, 2017)

 10.12

 Business Services Agreement with Business Instincts Group Inc. dated October 18, 2017. (incorporated by reference from our Current Report on Form 8-K filed on October 19, 2017)

 10.13

 Private Placement Subscription Agreement with Oceanside Strategies Inc. dated October 30, 2017 (incorporated by reference from our Annual Report on Form 10-K filed on April 2, 2017)

 10.14

 10% Unsecured Convertible Note dated October 30, 2017 issued in connection with Private Placement Subscription Agreement with Oceanside Strategies Inc. dated October 30, 2017 (incorporated by reference from our Annual Report on Form 10-K filed on April 2, 2017)

 10.15

 Private Placement Subscription Agreement with Hospitality Investors Special Situation Group Pvt. Ltd. dated October 30, 2017 (incorporated by reference from our Annual Report on Form 10-K filed on April 2, 2017)

 10.16

 10% Unsecured Convertible Note dated October 30, 2017 issued in connection with Private Placement Subscription Agreement with Hospitality Investors Special Situation Group Pvt. Ltd. dated October 30, 2017 (incorporated by reference from our Annual Report on Form 10-K filed on April 2, 2017)

 10.17

 Form of Private Placement Subscription Agreement for Common Stock Offering (incorporated by reference from our Current Report on Form 8-K filed on October 31, 2017)

 10.18

 Loan Agreement dated November 20, 2017 with WENN Digital Inc. (incorporated by reference from our Current Report on Form 8-K filed on November 27, 2017)

 10.19

 Independent Consultant Agreement dated effective October 9, 2017 with Bruce Elliott (incorporated by reference from our Current Report on Form 8-K, filed on January 2, 2018)

 10.20

 Independent Consultant Agreement dated effective October 9, 2017 with Michael Blum (incorporated by reference from our Current Report on Form 8-K, filed on January 2, 2018)

 10.21

 Business Services Agreement dated effective December 29, 2017 with WENN Digital Inc. (incorporated by reference from our Current Report on Form 8-K, filed on January 2, 2018)

 10.22

 Form of Subscription Agreement (incorporated by reference from our Current Report on Form 8-K, filed on March 14, 2018)

 10.23

 Amendment No. 1 to Business Services Agreement dated as of March 24, 2018 with WENN Digital Inc. (incorporated by reference from our Current Report on Form 8-K, filed on March 20, 2018)

 10.24

 Offer Letter dated January 22, 2018 with James P. Geiskopf (incorporated by reference from our Annual Report on Form 10-K filed on April 2, 2017)

 10.25

 Offer Letter dated February 9, 2018 with Edmund C. Moy (incorporated by reference from our Annual Report on Form 10-K filed on April 2, 2017)

 10.26

 2017 Equity Incentive Plan (incorporated by reference from our Annual Report on Form 10-K filed on April 2, 2017)

 10.27

 Stock Option Agreement dated October 15, 2017 with James P. Geiskopf (incorporated by reference from our Annual Report on Form 10-K filed on April 2, 2017)

 10.28

 Stock Option Agreement dated October 15, 2017 with Cameron Chell (incorporated by reference from our Annual Report on Form 10-K filed on April 2, 2017)

 10.29

 Stock Option Agreement dated October 15, 2017 with Michael Blum (incorporated by reference from our Annual Report on Form 10-K filed on April 2, 2017)

 10.30

 Stock Option Agreement dated October 15, 2017 with Bruce Elliott (incorporated by reference from our Annual Report on Form 10-K filed on April 2, 2017)

 10.31

 Stock Option Agreement dated October 15, 2017 with Business Instincts Group Inc. (incorporated by reference from our Annual Report on Form 10-K filed on April 2, 2017)

 10.32

 Stock Option Agreement dated February 9, 2018 with Edmund C. Moy (incorporated by reference from our Annual Report on Form 10-K filed on April 2, 2017)

 10.33

 Indemnification Agreement dated December 20, 2017 with James P. Geiskopf (incorporated by reference from our Annual Report on Form 10-K filed on April 2, 2017)

 10.34

 Indemnification Agreement dated December 20, 2017 with Cameron Chell (incorporated by reference from our Annual Report on Form 10-K filed on April 2, 2017)

 10.35

 Indemnification Agreement dated December 20, 2017 with Michael Blum (incorporated by reference from our Annual Report on Form 10-K filed on April 2, 2017)

 10.36

 Indemnification Agreement dated December 20, 2017 with Bruce Elliott (incorporated by reference from our Annual Report on Form 10-K filed on April 2, 2017)

 10.37

 Indemnification Agreement dated February 9, 2018 with Edmund C. Moy (incorporated by reference from our Annual Report on Form 10-K filed on April 2, 2017)

 10.38

 Offer Letter dated May 17, 2018 with James Carter (incorporated by reference from our Registration Statement on Form S-1/A filed on July 17, 2018)

 10.39

 Stock Option Agreement dated May 17, 2018 with James Carter (incorporated by reference from our Registration Statement on Form S-1/A filed on July 17, 2018)

 10.40

 Indemnification Agreement dated May 17, 2018 with James Carter (incorporated by reference from our Registration Statement on Form S-1/A filed on July 17, 2018)

 10.41

 Offer Letter dated June 22, 2018 with Alphonso Jackson (incorporated by reference from our Registration Statement on Form S-1/A filed on July 17, 2018)

 10.42

 Stock Option Agreement dated June 7, 2018 with Alphonso Jackson (incorporated by reference from our Registration Statement on Form S-1/A filed on July 17, 2018)

 10.43

 Indemnification Agreement June 22, 2018 with Alphonso Jackson (incorporated by reference from our Registration Statement on Form S-1/A filed on July 17, 2018)

 10.44

 Amendment Agreement dated effective as of June 25, 2018 to Business Services Agreement dated October 18, 2017 with Business Instincts Group Inc. (incorporated by reference from our Current Report on Form 8-K, filed on June 29, 2018)

 10.45

 Loan Agreement dated July 9, 2018 with Ryde Holding Inc. (formerly WENN Digital Inc.) (incorporated by reference from our Current Report on Form 8-K, filed on July 11, 2018)

 10.46

 Corporate Guaranty dated July 9, 2018 by Ryde GmbH (incorporated by reference from our Current Report on Form 8-K, filed on July 11, 2018)

 10.47

 Amendment No. 2 to Business Services Agreement dated as of July 9, 2018 with Ryde Holding Inc. (formerly WENN Digital Inc.) (incorporated by reference from our Current Report on Form 8-K, filed on July 11, 2018)

 10.48

 Loan Agreement entered into as of August 29, 2018 with Ryde GmbH (incorporated by reference from our Current Report on Form 8-K, filed on August 31, 2018)

 10.49

 Corporate Guaranty entered into as of August 29, 2018 by Ryde Holding Inc. (formerly WENN Digital Inc.) (incorporated by reference from our Current Report on Form 8-K, filed on August 31, 2018)

 10.50

 Security Agreement entered into as of August 29, 2018 with Ryde Holding Inc. (formerly WENN Digital Inc.) (incorporated by reference from our Current Report on Form 8-K, filed on August 31, 2018)

 10.51

 Security Assignment Agreement entered into as of August 29, 2018 with Ryde GmbH (incorporated by reference from our Current Report on Form 8-K, filed on August 31, 2018)

 10.52

 Master Services Agreement dated effective October 19, 2018 between ICOx USA, Inc. and BitRail, LLC (incorporated by reference from our Current Report on Form 8-K, filed on October 24, 2018)

 10.53

 Software Services Statement of Work dated effective October 19, 2018 between ICOx USA, Inc. and BitRail, LLC (incorporated by reference from our Current Report on Form 8-K, filed on October 24, 2018)

 10.54

 Amendment No. 3 to Business Services Agreement dated as of October 29, 2018 with Ryde Holding Inc. (incorporated by reference from our Current Report on Form 8-K, filed on October 31, 2018)

 10.55

 Amendment Agreement dated November 5, 2018 with Oceanside Strategies Inc. (incorporated by reference from our Current Report on Form 8-K, filed on November 7, 2018)

 10.56

 Amendment Agreement dated November 5, 2018 with Oceanside Strategies Inc. (incorporated by reference from our Current Report on Form 8-K, filed on November 7, 2018)

 10.57

 Amendment Agreement dated November 5, 2018 with Oceanside Strategies Inc. (incorporated by reference from our Current Report on Form 8-K, filed on November 7, 2018)

 10.58

 Amendment Agreement dated November 5, 2018 with Oceanside Strategies Inc. (incorporated by reference from our Current Report on Form 8-K, filed on November 7, 2018)

 10.59

 Amendment Agreement dated November 5, 2018 with Oceanside Strategies Inc. (incorporated by reference from our Current Report on Form 8-K, filed on November 7, 2018)

 10.60

 2017 Equity Incentive Plan (incorporated by reference from our Current Report on Form 8-K, filed on November 23, 2018)

 10.61

 Form of Private Placement Subscription Agreement (incorporated by reference from our Current Report on Form 8-K, filed on November 29, 2018)

 10.62

 Amendment to Independent Consultant Agreement dated December 4, 2018 with Michael Blum (incorporated by reference from our Current Report on Form 8-K, filed on December 4, 2018)

 10.63

 Master Services Agreement dated effective January 21, 2019 between ICOx USA, Inc. and FreedomCoin, LLC (incorporated by reference from our Current Report on Form 8-K, filed on February 4, 2019)

 10.64

 Software Services Statement of Work dated effective January 21, 2019 between ICOx USA, Inc. and FreedomCoin, LLC (incorporated by reference from our Current Report on Form 8-K, filed on February 4, 2019)

 10.65

 Stock Option Agreement dated October 15, 2017 with Red to Black Inc. (incorporated by reference from our Annual Report on Form 10-K, filed on March 26, 2019)

 10.66

 Stock Option Agreement dated June 8, 2018 with Red to Black Inc. (incorporated by reference from our Annual Report on Form 10-K, filed on March 26, 2019)

 10.67

 Independent Consultant Agreement dated effective December 4, 2018 with Swapan Kakumanu (incorporated by reference from our Annual Report on Form 10-K, filed on March 26, 2019)

 10.68

 Indemnification Agreement with Swapan Kakumanu (incorporated by reference from our Annual Report on Form 10-K, filed on March 26, 2019)

 10.69

 Form of Private Placement Subscription Agreement (incorporated by reference from our Current Report on Form 8-K, filed on May 20, 2019)

 10.70

 Amendment Agreement dated January 21, 2020 with an effective date of December 1, 2019 to Consulting Agreement dated effective October 9, 2017 between CurrencyWorks Inc. and Bruce Elliott (incorporated by reference from our Current Report on Form 8-K, filed on January 27, 2020)

 10.71

 Amendment Agreement dated January 21, 2020 with an effective date of December 1, 2019 to Offer Letter dated January 22, 2018 between CurrencyWorks Inc. and James P. Geiskopf (incorporated by reference from our Current Report on Form 8-K, filed on January 27, 2020)

 10.72

 Amendment Agreement dated January 21, 2020 with an effective date of December 1, 2019 to Offer Letter dated February 9, 2018 between CurrencyWorks Inc. and Edmund C. Moy (incorporated by reference from our Current Report on Form 8-K, filed on January 27, 2020)

 10.73

 Amendment Agreement dated January 21, 2020 with an effective date of December 1, 2019 to Offer Letter dated May 17, 2018 between CurrencyWorks Inc. and James Carter (incorporated by reference from our Current Report on Form 8-K, filed on January 27, 2020)

 10.74

 Amendment Agreement dated January 21, 2020 with an effective date of December 1, 2019 to Offer Letter dated June 22, 2018 between CurrencyWorks Inc. and Alphonso Jackson (incorporated by reference from our Current Report on Form 8-K, filed on January 27, 2020)

 10.75

 Amendment Agreement dated January 21, 2020 with an effective date of December 1, 2019 to Consulting Agreement dated effective October 9, 2017, as amended on November 30, 2018 and July 1, 2019 between CurrencyWorks Inc. and Michael Blum (incorporated by reference from our Current Report on Form 8-K, filed on January 27, 2020)

 10.76

 Amendment Agreement dated January 21, 2020 with an effective date of December 1, 2019 to Business Services Agreement dated effective October 18, 2017 as amended on June 26, 2018 between CurrencyWorks Inc. and Business Instincts Group Inc. (incorporated by reference from our Current Report on Form 8-K, filed on January 27, 2020)

 10.77

 Amendment Agreement dated January 21, 2020 with an effective date of December 1, 2019 to Consulting Agreement dated effective December 4, 2018 between CurrencyWorks Inc. and Swapan Kakumanu (incorporated by reference from our Current Report on Form 8-K, filed on January 27, 2020)

 10.78

 Amendment to Loan Agreement and Termination of Business Services Agreement dated February 7, 2020 with Ryde GmbH and Ryde Holding Inc. (incorporated by reference from our Current Report on Form 8-K, filed on February 12, 2020)

 10.79

 Form of Private Placement Subscription Agreement (incorporated by reference from our Current Report on Form 8-K, filed on June 16, 2020)

 10.80

 Business Services Agreement with Business Instincts Group Inc. dated December 10, 2020 (incorporated by reference from our Current Report on Form 8-K, filed on December 11, 2020)

 10.81

 Form of Private Placement Subscription Agreement (incorporated by reference from our Current Report on Form 8-K, filed on January 7, 2021)

 10.82

 Form of Private Placement Subscription Agreement (incorporated by reference from our Current Report on Form 8-K, filed on February 11, 2021)

 10.83

 Convertible Promissory Note with Fogdog Energy Solutions Inc. dated May 5, 2021 (incorporated by reference from our Current Report on Form 8-K, filed on May 6, 2021)

 10.84

 Amended 2017 Equity Incentive Plan (incorporated by reference from our Current Report on Form 8-K, filed on June 3, 2021)

 10.85

 Limited Liability Company Agreement dated July 6, 2021 with EnderbyWorks, LLC, Enderby Entertainment, Inc. and CurrencyWorks USA, Inc. (incorporated by reference from our Current Report on Form 8-K, filed on July 7, 2021)

 10.86

 LLC Member Services Master Agreement dated July 6, 2021 with EnderbyWorks, LLC, Enderby Entertainment, Inc. and CurrencyWorks USA, Inc. (incorporated by reference from our Current Report on Form 8-K, filed on July 7, 2021)

 10.87

 Technology Operating and License Agreement dated July 6, 2021 with EnderbyWorks, LLC and CurrencyWorks USA, Inc. (incorporated by reference from our Current Report on Form 8-K, filed on July 7, 2021)

 10.88

 Secured Promissory Note dated July 6, 2021with EnderbyWorks, LLC and CurrencyWorks USA, Inc. (incorporated by reference from our Current Report on Form 8-K, filed on July 7, 2021)

 10.89

 Security Agreement dated July 6, 2021 with EnderbyWorks, LLC and CurrencyWorks USA, Inc. (incorporated by reference from our Current Report on Form 8-K, filed on July 7, 2021)

 10.90

 Distribution License Agreement dated July 6, 2021 with EnderbyWorks, LLC and 92 Films, LLC (incorporated by reference from our Current Report on Form 8-K, filed on July 7, 2021)

 10.91

 Form of Securities Purchase Agreement (incorporated by reference from our Current Report on Form 8-K, filed on July 13, 2021)

 10.92

 Form of Common Warrant (incorporated by reference from our Current Report on Form 8-K, filed on July 13, 2021)

 10.93

 Engagement Letter dated June 15, 2021 with H.C. Wainwright & Co., LLC (incorporated by reference from our Current Report on Form 8-K, filed on July 13, 2021)

 10.94

 Amendment to Engagement Letter dated July 10, 2021 with H.C. Wainwright & Co., LLC (incorporated by reference from our Current Report on Form 8-K, filed on July 13, 2021)

 10.95

 Services Agreement with Fogdog Energy Solutions Inc. dated August 20, 2021 (incorporated by reference from our Current Report on Form 8-K, filed on August 24, 2021)

 10.96

 Loan Agreement with Fogdog Energy Solutions Inc. dated August 20, 2021 (incorporated by reference from our Current Report on Form 8-K, filed on August 24, 2021)

 10.97

 General Security Agreement with Fogdog Solutions Inc. dated August 20, 2021 (incorporated by reference from our Current Report on Form 8-K, filed on August 24, 2021)

 10.98

 Form of Securities Purchase Agreement (incorporated by reference from our Current Report on Form 8-K, filed on December 29, 2021)

 10.99

 Form of Common Warrant (incorporated by reference from our Current Report on Form 8-K, filed on December 29, 2021)

 10.100

 Form of Private Placement Subscription Agreement (incorporated by reference from our Current Report on Form 8-K, filed on December 30, 2021)

 10.101

 Form of Securities Purchase Agreement (incorporated by reference from our Current Report on Form 8-K, filed on January 28, 2022)

 10.102

 Form of Common Warrant (incorporated by reference from our Current Report on Form 8-K, filed on January 28, 2022)

 10.103

 Form of Private Placement Subscription Agreement (incorporated by reference from our Current Report on Form 8-K, filed on January 31, 2022)

 10.104

 Form of Securities Purchase Agreement (incorporated by reference from our Current Report on Form 8-K, filed on February 28, 2022)

 10.105

 Form of Common Warrant (incorporated by reference from our Current Report on Form 8-K, filed on February 28, 2022)

 10.106

 Independent Consultant Agreement dated effective September 7, 2022 with Scott Gallagher

 10.107

 Amendment #1 dated March 15, 2023 to Convertible Promissory Note with Fogdog Energy Solutions Inc. dated May 5, 2021

 10.108

 Amendment #1 dated March 15, 2023 to Loan Agreement with Fogdog Energy Solutions Inc. dated August 20, 2021

 10.109

 Amendment # 2 dated April 10, 2024 to Loan Agreement with Fogdog Energy Solutions Inc. dated August 20, 2021

 (14)

 Code
 of Ethics

 14.1

 Code of Ethics and Business Conduct (incorporated by reference from our Annual Report on Form 10-K, filed on April2, 2018)

 (16)

 Letter
 re Change in Certifying Accountant

 16.1

 Letter from Haynie & Company dated August 31, 2022 (incorporated by reference from our Current Report on Form 8-K, filed on September 1, 2022)

 (21)

 Subsidiaries

 21.1

 Subsidiaries of CurrencyWorks Inc.

 CurrencyWorks USA Inc., Nevada corporation

 EnderbyWorks LLC., Delaware limited liability company

 Motoclub LLC, Delaware limited liability company

 23.1

 Consent of Integritat CPA

 23.2

 Consent of Haynie & Company

 (31)

 Rule
 13a-14(a) Certifications

 31.1*

 Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 31.2*

 Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 (32)

 Section
 1350 Certifications

 32.1*

 Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 32.2*

 Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 (101)

 Interactive
 Data File

 101.INS*

 101.SCH*

 101.CAL*

 101.DEF*

 101.LAB*

 101.PRE*

 Cover

 *Filed
herewith.

 ITEM
16. FORM 10-K SUMMARY

 None.

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

 METAWORKS
PLATFORMS, INC.

 By:

 /s/

 Scott

 President

 (Principal
 Executive Officer)

 Date:

 Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

 /s/

 Scott

 President

 (Principal
 Executive Officer)

 Date:

 /s/

 Kakumanu

 Chief
 Financial Officer, Treasurer and Secretary

 (Principal
 Financial Officer and Principal Accounting Officer)

 Date:

 /s/
 Cameron Chell

 Cameron
 Chell

 Date:

 /s/
 James P. Geiskopf

 James
 P. Geiskopf

 Date:

 /s/
 Edmund C. Moy

 Edmund
 C. Moy

 Date:

 /s/
 Shelly Murphy

 Murphy

 Date: